SEC Form F-80

SEC Form F-80 is a filing with the Securities and Exchange Commission (SEC) by publicly-traded Canadian foreign private issuers to register securities offered in business combinations and exchange offers.

SEC Form F-80, or the Registration Statement for Certain Canadian Issuers to be Issued in Exchange Offers or a Business Combination, must be filed when securities are issued in an exchange offer where U.S. holders own less than 40 percent of target securities or when securities are issued in a business combination where U.S. holders would own less than 40 percent of the class of securities upon completion of the transaction.

In terms of eligibility requirements, the company filing an SEC Form F-80 must have a minimum aggregate market value of the public float of outstanding shares of C$75 million. Additionally, these issuers must have had a class of their securities listed on a Canadian exchange for 12 calendar months before the filing. Barring certain exceptions, this form cannot be used to register derivative securities. Additionally, SEC Form F-80 may only be used if a circular for a takeover or a business combination was previously prepared.

SEC Form F-80 is a wraparound for the relevant Canadian registration and disclosure documents required by Canadian securities laws and regulations.

Canadian issuers register securities via both SEC Form F-80 and Form F-8. Both forms have similar eligibility requirements, with the main distinction between the two that Form F-8 must be filed for securities issued in an exchange offer where U.S. holders own less than 25 percent of target securities. On the other hand, Canadians must use Form F-80 when U.S. holders own less than 40 percent of the class of outstanding securities that is subject to the exchange.

Other filings that apply to Canadian issuers include SEC Forms F-7, F-9 and F-10. The eligibility requirements for companies are slightly different with all these forms.

SEC Form F-80 and Form F-8 both fall under the Securities Exchange Act of 1933, which is often referred to as the "truth in securities" law.  It requires Canadian companies to file these registration forms, which provide essential facts, in order to disclose important information upon registration of a company's securities. This helps the SEC achieve the act's objectives, which incldude ensuring investors have access to significant information regarding securities offered, and to prevent fraud involving the sale of the offered securities.