SEC Form F-8

What Is SEC Form F-8?

SEC Form F-8 is an administrative filing with the Securities and Exchange Commission (SEC) by public Canadian issuers to register securities offered in business combinations, mergers, and exchange offers requiring a shareholder vote.

SEC Form F-8 may possibly be utilized if a circular for a takeover or a business combination is recently prepared. Securities registered in SEC Form F-8 must be offered to U.S. holders based on conditions no less favorable than those extended to foreign shareholders. SEC Form F-8 acts as a wraparound for the significant Canadian registration and disclosure documentation required by Canadian securities laws and regulations.

Grasping SEC Form F-8

SEC Form F-8, named, "Registration Statement Under the Securities Exchange Act of 1933 for Securities of Certain Canadian Issuers to be Issued in Exchange Offers or a Business Combination," must be filed when a business combination delivers new securities if all things considered:

1. securities are issued in an exchange offer where U.S. holders own under 25% of the class of outstanding securities that is subject to the exchange; or
2. securities are issued in a business combination where U.S. holders would possess under 25% of the class of endless supply of the transaction.

Generally, SEC Form F-8 is utilized to register common stock; with certain special cases, derivative securities can't be registered with the form.

In terms of qualification requirements for the filing of the form with the SEC, the two companies engaged with a transaction must:

1. be incorporated or organized under the laws of Canada or any Canadian region or domain;
2. have had a class of securities listed on one of the country's three principal exchanges for 12 calendar months promptly going before the filing of the form; and
3. have a market capitalization of C$75 at least million.

Model Using Form F-8

Metro Inc., a food and medication distributor situated in Montreal, filed a registration statement on SEC Form F-8 in May 2018 for shares offered or issued regarding its acquisition of The Jean Coutu Group, a pharmacy chain likewise settled in Quebec territory. Since under 25% of the shares will be held by U.S. endless supply of the combination, SEC Form F-8 applied.

The Multijurisdictional Disclosure System (MJDS)

In July 1991, the SEC and the Canadian Securities Administrators approved the Multijurisdictional Disclosure System (MJDS). The goal of the MJDS was to streamline the filing system and make it simpler for eligible Canadian companies to bring funding up in the United States through the offering of securities. Canadian companies that meet MJDS requirements can utilize the very prospectus while filing with the SEC that they prepared to meet Canadian disclosure requirements. This empowers companies to save time and reduce the administrative weights and costs associated with separate filings.

Consequently, SEC Form F-8 is a part form that empowers companies eligible for MJDS to utilize the important offering records required by Canadian securities regulation while finishing their SEC filing. Other SEC forms required of Canadian issuers incorporate Forms F-7, F-9, F-10, and F-80.

Features

• If an issuer is registered utilizing SEC Form F-8, the terms of rights allowed to U.S. shareholders must be no less favorable than those extended to foreign shareholders.
• U.S investors are a significant source of capital for Canadian issuers.
• SEC Form F-8 is required by public Canadian issuers offering securities to U.S. investors that outcome from a merger or other business combination.
• The Form is required by Canadian firms valued at greater than C$75 million and with securities that are listed on U.S. exchanges.