What Is SEC Form F-8?
SEC Form F-8 is a regulatory filing with the Securities and Exchange Commission (SEC) by publicly-traded Canadian issuers to register securities offered in business combinations, mergers, and exchange offers requiring a shareholder vote.
SEC Form F-8 may only be used if a circular for a takeover or a business combination is previously prepared. Securities registered in SEC Form F-8 must be offered to U.S. holders on terms no less favorable than those extended to foreign shareholders. SEC Form F-8 acts as a wraparound for the relevant Canadian registration and disclosure documentation required by Canadian securities laws and regulations.
- SEC Form F-8 is required by publicly-traded Canadian issuers offering securities to U.S. investors that result 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.
- If an issuer is registered using SEC Form F-8, the terms of rights granted 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.
Understanding SEC Form F-8
SEC Form F-8, titled, "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 produces new securities if either:
- securities are issued in an exchange offer where U.S. holders own less than 25% of the class of outstanding securities that is subject to the exchange; or
- securities are issued in a business combination where U.S. holders would own less than 25% of the class of securities upon completion of the transaction.
Generally, SEC Form F-8 is used to register common stock; with certain exceptions, derivative securities cannot be registered with the form.
In terms of eligibility requirements for the filing of the form with the SEC, the two companies involved in a transaction must:
- be incorporated or organized under the laws of Canada or any Canadian province or territory;
- have had a class of securities listed on one of the country's three main exchanges for 12 calendar months immediately preceding the filing of the form; and
- have a market capitalization of C$75 million or more.
Example Using Form F-8
Metro Inc., a food and drug distributor based in Montreal, filed a registration statement on SEC Form F-8 in May 2018 for shares offered or issued in connection with its acquisition of The Jean Coutu Group, a drugstore chain also headquartered in Quebec province. Because less than 25% of the shares will be held by U.S. investors upon completion 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 process and make it easier for eligible Canadian companies to raise funding in the United States through the offering of securities. Canadian companies that meet MJDS requirements can use the same prospectus when filing with the SEC that they prepared to meet Canadian disclosure requirements. This enables companies to save time and reduce the administrative burdens and costs associated with separate filings.
Thus, SEC Form F-8 is a component form that enables companies eligible for MJDS to use the relevant offering documents required by Canadian securities regulation when completing their SEC filing. Other SEC forms required of Canadian issuers include Forms F-7, F-9, F-10, and F-80.