DEFINITION of 'SEC Form F-7'

SEC Form F-7 is a filing with the Securities and Exchange Commission (SEC) that publicly-traded Canadian foreign private issuers are required to use for rights offerings to U.S. investors. The SEC requires that if an issuer is registered using SEC Form F-7, then the rights must be granted to U.S. shareholders on terms no less favorable than those extended to the foreign shareholders. This form is a wraparound form for the relevant Canadian offering documents required by securities regulation in Canada.

BREAKING DOWN 'SEC Form F-7'

SEC Form F-7 is also known as the Registration Statement for Securities of Certain Canadian Issuers Offered for Cash upon the Exercise of Rights Granted to Existing Security Holders under the Securities Act of 1933. It is used if a Canadian entity is: 1) incorporated or organized under the laws of Canada or any Canadian province or territory; 2) is a foreign private issuer; and 3) has had a class of its securities listed on The Montreal Exchange, The Toronto Stock Exchange or the Senior Board of the Vancouver Stock Exchange for the 12 calendar months immediately preceding the filing of the form, has been subject to the continuous disclosure requirements of any securities commission or equivalent regulatory authority in Canada for a period of at least 36 calendar months immediately preceding the filing of the form, and is currently in compliance with obligations arising from such listing and reporting, according to SEC guidelines.

No Change Needed With Amendments in Canada

In December 2015, the Canadian Securities Administrators (CSA), the functional equivalent of the SEC in the country, made certain amendments to filing requirements for rights offerings. The purpose of the amendments was to lighten up regulatory burden for companies that wished to raise fresh capital in a way that provided investors an opportunity to protect themselves from equity dilution. It was important that the SEC in the U.S. did not object to the amendments because U.S.-based investors can be a significant source of investment capital for Canadian companies. In February 2017, the SEC did in fact publish a no-action letter, confirming its continued consent for the use of Form F-7 with the basic condition that "an issuer would need to assure that the registration statement and the prospectus satisfied the antifraud and liability provisions under the U.S. Securities Act."

RELATED TERMS
  1. SEC Form F-80

    SEC Form F-80 is a form filed with the SEC by publicly-traded ...
  2. SEC Form F-8

    SEC Form F-8 is a filing with the SEC by Canadian issuers to ...
  3. SEC Form 18

    SEC form 18 is an SEC filing that is more commonly known as the ...
  4. SEC Form 15

    SEC Form 15 is a voluntary filing with the regulator by publicly ...
  5. SEC Form 1

    SEC Form 1 is an application for, or amendments to, registration ...
  6. SEC Form F-X

    A filing with the Securities and Exchange Commission (SEC) that ...
Related Articles
  1. Personal Finance

    Policing The Securities Market: An Overview Of The SEC

    Find out how this regulatory body protects the rights of investors.
  2. Insights

    The SEC: A Brief History Of Regulation

    The SEC has continued to make the market a safer place and to learn from and adapt to new scandals and crises.
  3. Investing

    Understanding The Top SEC filing forms

    It's easier than ever to keep track of your SEC filing status online.
  4. Insights

    Understand the SEC Rules on Equity Crowdfunding

    The SEC's adoption of equity crowdfunding rules, initiated under the JOBS Act, enables small investors to invest in companies that show early potential.
  5. Tech

    Two Possible Bitcoin Funds Are Withdrawn Due to SEC Issues

    Two companies hoping to allow investors to trade digital currencies in the same manner as stocks ran into roadblocks with regulators.
  6. Insights

    6 Tax Forms for Investors Who Have Money Abroad

    If you're a U.S. citizen or resident, and you own assets in other countries, you might need to file these six forms with the government.
  7. Tech

    Bitcoin Price Sinks Amid SEC Cryptocurrency Investigation

    Bitcoin's price has been dropping after the SEC subpoenaed "scores of" cryptocurrency-related tech companies.
  8. Financial Advisor

    Next Target for Lobbyists: SEC Best Interest Rule

    The same interest groups and lobbyists that worked to take down the fiduciary rule are now taking aim at the new SEC's proposed best interest rule.
  9. Financial Advisor

    What to Know About the SEC's Third-Party Exam Rule

    The SEC has given a proposal to board members that calls to outsource the advisor exam process to a third party, but the issue currently has no timeline.
RELATED FAQS
  1. What are unregistered securities or stocks?

    Before securities, like stocks, bonds and notes, can be offered for sale to the public, they first must be registered with ... Read Answer >>
  2. How does FINRA differ from the SEC?

    Discover how Securities and Exchange Commission (SEC) is different from the Financial Industry Regulatory Authority (FINRA) ... Read Answer >>
Trading Center