What Is SEC Form F-3?

SEC Form F-3 is a regulatory form to register securities that is used by foreign private issuers who meet certain criteria. When applicable, this form, also known as the "Registration Statement", must be filed with the Securities and Exchange Commission (SEC) in accordance with the Securities Act of 1933.

Key Takeaways

  • SEC Form F-3 is used by foreign issuers to register securities with the Securities and Exchange Commission (SEC).
  • The form must be filed in accordance with the Securities Act of 1933.
  • Depending on the size of the foreign issue, companies may need to file additional forms in addition to, or in lieu of Form F-3.

Understanding SEC Form F-3

Foreign private issuers that have a global market capitalization greater than $75 million and that have reported under the Securities Exchange Act of 1934 for a minimum of one year are required to file Form F-3. It is also used by eligible foreign private issuers to register offerings of non-convertible investment-grade securities.

Form F-3 enables the SEC to achieve the objectives of the Securities Act of 1933, namely by making sure investors have access to important information about any securities being offered. Painting a complete picture boosts transparency and should help to prevent fraud in the sale of the offered securities.

Often referred to as the "truth in securities" law, the Securities Act was enacted by the U.S. Congress after the stock market crash of 1929. Form F-3 and other forms are filed in order to provide 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 conditions in order to use Form F-3 for registration. Registrants must either have a class of securities registered pursuant to Section 12(g) of the Securities Act, also called the Exchange Act, or be required to file reports in accordance with Section 15(d), and must have submitted at least one annual report using 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 installments on preferred stock, nor have defaulted on any installments for borrowed money or on any long-term lease rental. If a registrant is a majority-owned subsidiary, security offerings may also be registered on Form F-3—assuming that the subsidiary meets the necessary series of eligibility requirements.

Transaction Requirements

Security offerings made by registrants that meet certain transactional conditions may also use this form for registration. This includes 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 million or more.

Primary offerings of non-convertible securities may be registered, too, as long as the registrant has issued at least $1 billion in non-convertible securities within 60 days of filing the registration statement—not including common equity over the three years prior—or at least $750 million of outstanding non-convertible securities. It also applies to a wholly-owned subsidiary or a majority-owned operating partnership of a real estate investment trust (REIT) that qualifies as a well-known seasoned issuer.