SEC Form F-3

What Is SEC Form F-3?

SEC Form F-3 is a regulatory short form to register securities that is utilized by foreign private issuers who meet certain criteria. At the point when applicable, this form, otherwise called the "Registration Statement," must be filed with the Securities and Exchange Commission (SEC) as per the Securities Act of 1933.

Grasping SEC Form F-3

Foreign private issuers that have a public float (i.e., global market capitalization) greater than $75 million and that have reported under the Securities Exchange Act of 1934 for at least one year are required to file Form F-3. It is additionally utilized by eligible foreign private issuers to register offerings of non-convertible investment-grade securities.

Form F-3 empowers the SEC to accomplish the objectives of the Securities Act of 1933, in particular by making sure investors approach important information about any securities being offered. Painting a complete picture supports transparency and ought to assist with forestalling fraud in the sale of the offered securities.

Often referred to as "reality in securities" law, the Securities Act was enacted by the U.S. Congress after the stock market crash of 1929. Form F-3 and different forms are filed to give essential facts about a company's securities upon their registration.

Requirements for SEC Form F-3

Under the Securities Act, a company needs to meet certain circumstances to involve Form F-3 for registration. Registrants must either have a class of securities registered as per Section 12(g) of the Securities Act, likewise called the Exchange Act, or be required to file reports as per Section 15(d), and must have submitted no less than one annual report utilizing Form 20-F, Form 10-K, or Form 40-F — as required by the Exchange Act.

Registrants must not have failed to pay any dividends or any sinking fund portions on preferred stock, nor have defaulted on any portions for borrowed money or on any long-term lease rental. If a registrant is a larger part possessed subsidiary, security offerings may likewise be registered on Form F-3 — expecting that the subsidiary meets the essential series of qualification requirements.

Transaction Requirements

Security offerings made by registrants that meet certain transactional conditions may likewise involve this form for registration. This incorporates primary offerings of securities for cash by a registrant, or on behalf of a registrant, if the aggregate market value worldwide of common equity is the equivalent of $75 at least million.

Primary offerings of non-convertible securities might be registered, too, the same length as the registrant has issued no less than $1 billion in non-convertible securities in something like 60 days of filing the registration statement — excluding common equity over the three years earlier — or possibly $750 million of outstanding non-convertible securities. It likewise applies to an entirely claimed subsidiary or a larger part possessed operating partnership of a real estate investment trust (REIT) that qualifies as a notable seasoned issuer.

Features

• Contingent upon the size of the foreign issue, companies might have to file extra forms notwithstanding, or in lieu of Form F-3.
• SEC Form F-3 is utilized by foreign issuers to register securities with the Securities and Exchange Commission (SEC).
• The form must be filed as per the Securities Act of 1933.