What Is SEC Form F-8?
SEC Form F-8 is a regulatory filing with the Securities and Business Price (SEC) by way of publicly-traded Canadian issuers to check in securities introduced in trade mixtures, mergers, and business offers requiring a shareholder vote.
SEC Form F-8 would possibly most effective be used if a spherical for a takeover or a trade combination is previously in a position. Securities registered in SEC Form F-8 should be introduced to U.S. holders on words no a lot much less favorable than those extended to in a foreign country shareholders. SEC Form F-8 acts as a wraparound for the comparable Canadian registration and disclosure documentation required by way of Canadian securities laws and regulations.
Key Takeaways
- SEC Form F-8 is wanted by way of publicly-traded Canadian issuers offering securities to U.S. buyers that end result from a merger or other trade combination.
- The Form is wanted by way of Canadian corporations valued at greater than C$75 million and with securities which may also be listed on U.S. exchanges.
- If an issuer is registered using SEC Form F-8, the words of rights granted to U.S. shareholders should be no a lot much less favorable than those extended to in a foreign country shareholders.
- U.S buyers are an important provide of capital for Canadian issuers.
Figuring out SEC Form F-8
SEC Form F-8, titled, “Registration Observation Under the Securities Business Act of 1933 for Securities of Certain Canadian Issuers to be Issued in Business Supplies or a Business Aggregate,” should be filed when a trade combination produces new securities if each:
- securities are issued in an business offer where U.S. holders private less than 25% of the class of exceptional securities that is topic to the business; or
- securities are issued in a trade combination where U.S. holders would private less than 25% of the class of securities upon of completion of the transaction.
Most often, SEC Form F-8 is used to check in not unusual stock; with certain exceptions, spinoff securities cannot be registered with the form.
On the subject of eligibility prerequisites for the filing of the form with the SEC, the two companies occupied with a transaction should:
- be incorporated or organized underneath the laws of Canada or any Canadian province or territory;
- have had a class of securities listed on some of the a very powerful country’s 3 primary exchanges for 12 calendar months in an instant earlier the filing of the form; and
- have a market capitalization of C$75 million or additional.
Example Using Form F-8
Metro Inc., a foods and drug distributor based in Montreal, filed a registration statement on SEC Form F-8 in Would possibly 2018 for shares introduced or issued in connection with its acquisition of The Jean Coutu Team of workers, a drugstore chain moreover headquartered in Quebec province. On account of less than 25% of the shares it will be held by way of U.S. buyers upon of completion of the combination, SEC Form F-8 applied.
The Multijurisdictional Disclosure System (MJDS)
In July 1991, the SEC and the Canadian Securities Administrators authorized the Multijurisdictional Disclosure System (MJDS). The target of the MJDS was to streamline the filing process and make it more straightforward for eligible Canadian companies to spice up funding in the USA all through the offering of securities. Canadian companies that meet MJDS prerequisites can use the identical prospectus when filing with the SEC that they in a position to meet Canadian disclosure prerequisites. This permits companies to save some time and scale back the chief burdens and costs comparable to split filings.
Thus, SEC Form F-8 is a component form that permits companies eligible for MJDS to use the comparable offering bureaucracy required by way of Canadian securities regulation when completing their SEC filing. Other SEC bureaucracy required of Canadian issuers include Paperwork F-7, F-9, F-10, and F-80.
