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-4

    SEC Form F-4 is a filing that the Securities and Exchange Commission ...
  2. SEC Form F-8

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

    An SEC POS AM filing is one that is made by companies that have ...
  4. SEC Form S-8

    SEC Form S-8 is a registration form for securities offered as ...
  5. SEC Form 8-A12B

    A Securities and Exchange Commission (SEC) filing required by ...
  6. SEC Form 497

    SEC Form 497 is a document that investment companies must use ...
Related Articles
  1. Taxes

    How A Company Files With The SEC

    Filing with the SEC is not as complicated as you might thing -- just be meticulous about following the steps.
  2. Insights

    Understanding the SEC

    The SEC's triple mandate of investor protection, maintenance of orderly markets and facilitation of capital formation makes it a vital player in capital markets.
  3. Investing

    SEC Filings: Forms You Need To Know

    The forms companies are required to file provide a clear view of their histories and progress.
  4. Financial Advisor

    Advisors Face More SEC Reporting Requirements

    The SEC has mandated that investment advisors provide more disclosure on separately managed accounts and performance numbers used in advertising.
  5. Investing

    Understanding The Top SEC filing forms

    It's easier than ever to keep track of your SEC filing status online.
  6. 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.
  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. 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 >>
  2. How are asset management firms regulated?

    Find out how the asset management industry is regulated and how those regulations fit within the broader scope of financial ... Read Answer >>
  3. How often do mutual funds report their holdings?

    Learn how mutual funds are required by the Securities and Exchange Commission to disclose their portfolio holdings on a quarterly ... Read Answer >>
  4. When must a company announce earnings?

    The Securities & Exchange Commission (SEC) requires companies to file earnings reports no later than 45 days after the end ... Read Answer >>
  5. Are hedge funds registered with the Securities and Exchange Commission (SEC)?

    Learn the conditions that require hedge fund advisors to register with the U.S. Securities and Exchange Commission. Read Answer >>
Trading Center