SEC Form F-3

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

Form F-3 is also known as the "Registration Statement" under the Securities Act of 1933.

Often referred to as the "truth in securities" law, the Securities Act requires that these registration forms – providing essential facts – are filed to disclose important information upon registration of a company's securities. Form F-3 helps the SEC achieve the objectives of this act, requiring investors to receive significant information regarding securities offered and prohibiting fraud in the sale of the offered securities.

Certain conditions must be met in order to use Form F-3 for registration under the Securities Act. A registrant must have a class of securities registered pursuant to Section 12 of the Exchange Act or is required to file reports in accordance with Section 15(d) and has filed at least one annual report on Form 20-F, Form 10-K, or Form 40-F under the Exchange Act in a timely manner.

Registrants must not have failed to pay any dividend or sinking fund installment on preferred stock or 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 the F-3 form, assuming that the registrant-subsidiary itself meets the necessary series of eligibility requirements.

Security offerings meeting the various transactional conditions made by registrants may also use this form for registration. This includes primary offerings of securities for cash by (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 also be registered as long as the registrant has issued (within 60 days of filing the registration statement) at least $1 billion in non-convertible securities, other than 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 that qualifies as a well-known seasoned issuer.