The SEC Form F-4 is a type of registration statement that foreign companies or foreign private issuers must file in order to register certain types of securities for trading on US exchanges. This registration statement is also used for disclosures around mergers and acquisitions when a company is located outside the US. While Form F-4 is straightforward, there are important things to keep in mind from a compliance perspective. Let's look closer at the SEC Form F-4 registration statement, filing deadline and SEC filing process.
Introduction to SEC Form F-4
What is SEC Form F-4? The Securities Act refers to this form as a registration statement because it is used to provide basic information and key facts about securities being offered by a company and about the company itself.
The Securities Act mandates disclosures for two main reasons. The first is investor transparency or providing investors with sufficient information to evaluate an investment opportunity. The second is to prevent securities fraud.
Required fields on the F-4 registration statement include:
- Company name in its native language
- Company name translated into English
- Place the company is incorporated
- Employer identification Number (EIN)
- Address and phone number of the company's executive offices and of the agent of service
- Date the company anticipates offering securities for public sale
Below the required fields, there are checkboxes that let the company make disclosures if they apply. The checkboxes refer to the Form F-4 amendment process, company practices regarding financial statements, whether the company is classified as an emerging growth company and other key pieces of information outlined in the Securities Act.
Mergers and Acquisitions: The Role of SEC Form F-4
One of the primary purposes of the F-4 registration statement is to disclose financial information related to mergers and acquisitions, or M&A transactions. The Securities Exchange Act requires companies to file Form F-4 if they are a party to an M&A transaction that involves a foreign company.
This registration statement allows companies that are merging to disclose the terms of the M&A deal and provide financial statements about the entities to investors as well as SEC regulators. By filing an F-4, the company makes sure that the SEC and the public have access to basic financial information about the deal and any securities that will be offered.
From a compliance perspective, this helps to ensure the companies involved in the deal make required SEC filings. The Securities Act sets out clear compliance standards for companies. Companies that do not make required SEC filings or do not provide sufficient information in their filings risk getting in legal or financial trouble with the SEC.
There is one exception to note: While foreign companies involved in M&A deals must use the F-4 to disclose key pieces of information, registered investment companies should not use an F-4 according to the F-4 general instructions.
The Filing Process for Form F-4
Companies are required to file their F-4 registration statement with the SEC at least 20 days before the completion of a transaction, such as a cross-border M&A.
The steps in the registration statement filing process are as follows:
- Familiarize yourself with Form F-4 instructions and filing process
- Gather relevant information, such as financial information about the two parties to the merger
- Fill out the F-4 form
- Review the information for accuracy and correct any errors
- Electronically file the form with the SEC
Corporate Governance and Form F-4 Filings
Not only do F-4 registration statements provide investors and regulators with necessary information but also they have a beneficial aspect. Because they make it easy for the public to access financial information about securities, M&A activity and they can improve investor trust and confidence in a company.
All investors need to do is access sec.gov — the SEC's filing database — and search for the name of the company. They can then view any SEC filings a company has made.
Leveraging Technology for SEC Form F-4 Compliance
Keeping track of SEC filing deadlines is time-consuming for companies. There are possible legal and financial consequences associated with missing a filing deadline. SEC filing calendars help companies stay organized.
When it comes to preparing filings, investing in the right digital tools is essential. M&A software provides a secure, cloud-based environment for parties to perform due diligence and prepare required financial reports and disclosures.
SEC filing software lets companies quickly and easily prepare any SEC filing, including the F-4 registration statement. Core features include XBRL tagging, analytics and data visualization features. These features let teams markup reports with commentary and leverage visual aids for a transparent, easy-to-understand filing. Internally, collaborative features and a cloud-based environment support the logistics of preparing SEC filings as a foreign private issuer.
SEC filings play an important role in the regulatory and compliance process. They keep the SEC up to date with corporate transactions and securities, provide investors with updated financial information about securities, and help to deter securities fraud and bad actors.
Making required SEC filings requires some time and effort on the part of a company. The right SEC filing software streamlines the process, allowing companies to spend less time on financial reporting and more time on core business essentials. Discover why so many companies rely on DFIN for their SEC filings by learning more about the core features of our signature product, ActiveDisclosure.
