On Dec. 9, 2016, the SEC Division of Corporation Finance issued Compliance and Disclosure Interpretations, or CDIs, relating to filings by foreign private issuers, or FPIs. The most significant CDIs relate to the following:
- FPI parent guarantors/FPI subsidiary guarantors. If a FPI guarantees securities of a non-FPI subsidiary, or a FPI’s securities are guaranteed by a non-FPI subsidiary, the FPI, the parent and the non-FPI subsidiary may use an F-series registration statement to register an offering of securities and Form 20-F with respect to any reporting obligations if they are eligible to present condensed, consolidating financial information or narrative disclosure. Issuers should look to Rule 3-10 of Regulation S-X to determine whether they are eligible to present condensed, consolidating financial information or narrative disclosure rather than separate financial statements for each of the parent and subsidiary.
- Deadline for Filing Form 20-F. When the last day of the FPI’s fiscal year is the last day of the month, the Form 20-F is due four complete months after that date (i.e., for year-end Feb. 28, the 20-F is due June 30). When the last day of the FPI’s fiscal year is a day other than the last day of the month, the 20-F is due on the same day four months ahead (i.e., for year-end Feb. 15, the 20-F is due June 15).
- Relief for Wholly-Owned Subsidiaries. Like with wholly-owned domestic issuers, a FPI that is a wholly-owned subsidiary that meets the requirements of General Instruction I(1)(a) and (b) to Form 10-K can omit certain information from the Form 20-F including selected financial data, subsidiary lists, information relating to directors and senior management and compensation, and certain other information relating to the issuer.
- Incorporation by Reference. A FPI can incorporate information by reference into its Form 20-F in answer, or partial answer, to any item required to be disclosed so long as the FPI identifies with specificity the information that is being incorporated by reference.
- Succeeding to a FPI. When a non-reporting FPI succeeds to the reporting obligations of an issuer under Exchange Act Rule 12g-3, the FPIs initial filing to evidence the succession should be a Form 6-K announcing the succession, filed on EDGAR using the 8-K submission type that is appropriate to the specific transaction. Thereafter, the issuer should make all other Exchange Act filings as appropriate.
https://www.sec.gov/divisions/corpfin/guidance/exchangeactrules-interps.htm (CDIs 110.02 through 110.08)