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As part of the SEC’s recent share repurchase disclosure amendments, it implemented a new Form F-SR, which foreign private issuers must use to provide the required quarterly tabular disclosure about their buyback activity. Yesterday, Corp Fin issued three new Exchange Act Forms CDIs on issues relating to the new form:

Question 113.01: Is a Form F-SR required to be filed if, during the covered fiscal quarter, the foreign private issuer or affiliated purchaser did not repurchase any of its equity securities registered under Exchange Act Section 12?

Answer: No, a Form F-SR is not required to be filed under these circumstances. Note, however, there is no de minimis exception to the Form F-SR filing requirement; even the repurchase of a very small number of equity securities would trigger a Form F-SR filing. [August 30, 2023]

Question 113.02: A foreign private issuer or affiliated purchaser did not conduct any repurchases that would trigger the requirement to file a Form F-SR. Is a Form F-SR nevertheless required solely to check the box under “Registrant Purchases of Equity Securities” section of Form F-SR for the covered purchases or sales of securities by a director or member of senior management who would be identified pursuant to Item 1 of Form 20-F?

Answer: No. [August 30, 2023]

Question 113.03: Is a Form F-SR required to be filed for the final quarter of the fiscal year?

Answer: Yes, if a foreign private issuer or affiliated purchaser engaged in repurchases during the final quarter of the fiscal year, then a Form F-SR would be required for that final quarter and must be filed within 45 days after the end of the quarter. Foreign private issuers are not permitted to wait to report the repurchases during the final quarter of the fiscal year in the Form 20-F for that fiscal year. See Exchange Act Release No. 34-97424 (May 3, 2023) at fn. 185. [August 30, 2023]

Corp Fin also issued a new Regulation AB CDI. The CDI relates to when documents and agreements must be filed to be considered timely for purposes of Form SF-3 eligibility. If the Reg AB CDI is helpful to you or means anything to you at all, well – you’re welcome! Even though I was once named “Ohio Securitization Lawyer of the Year” by what seemed to be a very sketchy (or at least a very confused) British lawyer rating service, I never did an asset-backed deal in my entire career, so this stuff isn’t exactly in my wheelhouse.

– John Jenkins