DEFINITION of SEC Form T-3

SEC Form T-3 is an application for the qualification of an indenture that must be filed with the Securities and Exchange Commission (SEC). The SEC Form T-3 must provide the form of business of the applicant, as well as its state of residence. The second part of the application states why the applicant should not have to register the indenture.

The form is needed for compliance with the Trust Indenture Act of 1939. This Act applies to debt securities such as bonds, debentures, and notes that are offered for public sale. Even though such securities may be registered under the Securities Act, they may not be offered for sale to the public unless a formal agreement between the issuer of bonds and the bondholder, known as the trust indenture, conforms to the standards of this Act.

BREAKING DOWN SEC Form T-3

SEC form T-3 is required by the Trust Indenture Act of 1939. However, it is only necessary when the proposed securities to be issued are exempt from registration under the Securities Act of 1933. Form T-3 is the Trust Indenture Act (TIA) form used to apply for qualification of an indenture under which a class of debt securities is to be issued in an unregistered offering. Form T-3 is a standalone form, unlike Form T-1 and Form T-2, which serve the same purpose but are filed as exhibits to Securities Act registration statements in registered offerings.

Form T-3 is a relatively straightforward form, but it prohibits any offers until an application for qualification has been filed with the SEC. The form asks issuer to state briefly the facts relied upon by the applicant as a basis for the claim that registration of the indenture securities under the Securities Act of 1933 is not required. The General Rules and Regulations under the Trust Indenture Act of 1939 are applicable applications for qualification on this form. Attention is particularly directed to Rules 0-1 and 0-2 as to the meaning of terms used in the rules and regulations. Attention is also directed to Rule 5a-3 regarding the filing of statements of eligibility and qualification and to Rule 7a-16 regarding the inclusion of items, the differentiation between items and answers, and the omission of instructions. The form also requires applicants to list and name all of its affiliates, underwriters, and directors or officers of the firm.

Related Forms include Forms T-1, T-2, T-4, and T-6.