Fairfax Completes US$200,000,000 Re-Opening of 6.000% Senior Notes Due 2033
12 Gennaio 2024 - 11:15PM
Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U)
has completed its previously announced offering of an additional
US$200,000,000 of its 6.000% Senior Notes due December 7, 2033 (the
“Notes”). Together with the previously issued US$400,000,000
aggregate principal amount of notes of this series (the “Original
Notes”), there is US$600,000,000 aggregate principal amount of
notes of this series outstanding. In connection with the closing of
the offering, Fairfax entered into a customary registration rights
agreement.
Fairfax intends to use substantially all of the
net proceeds from the offering of the Notes, together with a
portion of the net proceeds from the issuance of the Original
Notes, to repay outstanding indebtedness with upcoming maturities
and use any remainder for repayment of other outstanding
indebtedness of Fairfax or its subsidiaries and for general
corporate purposes.
The offering was made solely by means of a
private placement either to qualified institutional buyers pursuant
to Rule 144A under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or to certain non-U.S. persons in offshore
transactions pursuant to Regulation S under the Securities Act. The
Notes have not been registered under the Securities Act and the
Notes may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act. The Notes have not
been and will not be qualified for sale under the securities laws
of any province or territory of Canada and may not be offered or
sold directly or indirectly in Canada or to or for the benefit of
any resident of Canada, except pursuant to applicable prospectus
exemptions.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of the Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful. Any offers of the Notes
have been made only by means of a private offering memorandum.
Fairfax is a holding company which, through its
subsidiaries, is primarily engaged in property and casualty
insurance and reinsurance and the associated investment
management.
For further
information contact: |
John Varnell,
Vice President, Corporate Development at |
|
(416) 367-4941 |
Forward-looking information
Certain statements contained herein may
constitute “forward-looking statements” and are made pursuant to
the “safe harbour” provisions of the United States Private
Securities Litigation Reform Act of 1995 and any applicable
Canadian securities regulations. Such forward-looking statements
may include, among other things, the intended use of net proceeds
from the offering of the Notes and the Original Notes. Such
forward-looking statements are subject to known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Fairfax to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include,
but are not limited to: our ability to refinance and/or repay
certain of our outstanding debt or other corporate obligations with
the proceeds of the offering on terms acceptable to us; our ability
to complete acquisitions and other strategic transactions on the
terms and timeframe contemplated and to achieve the anticipated
benefits therefrom; a reduction in net earnings if our loss
reserves are insufficient; underwriting losses on the risks we
insure that are higher or lower than expected; the occurrence of
catastrophic events with a frequency or severity exceeding our
estimates; unfavourable changes in market variables, including
interest rates, foreign exchange rates, equity prices and credit
spreads, which could negatively affect our investment portfolio;
the cycles of the insurance market and general economic conditions,
which can substantially influence our and our competitors’ premium
rates and capacity to write new business; insufficient reserves for
asbestos, environmental and other latent claims; exposure to credit
risk in the event our reinsurers fail to make payments to us under
our reinsurance arrangements; exposure to credit risk in the event
our insureds, insurance producers or reinsurance intermediaries
fail to remit premiums that are owed to us or failure by our
insureds to reimburse us for deductibles that are paid by us on
their behalf; our inability to maintain our long term debt ratings,
the inability of our subsidiaries to maintain financial or claims
paying ability ratings and the impact of a downgrade of such
ratings on derivative transactions that we or our subsidiaries have
entered into; risks associated with implementing our business
strategies; the timing of claims payments being sooner or the
receipt of reinsurance recoverables being later than anticipated by
us; risks associated with any use we may make of derivative
instruments; the failure of any hedging methods we may employ to
achieve their desired risk management objective; a decrease in the
level of demand for insurance or reinsurance products, or increased
competition in the insurance industry; the impact of emerging claim
and coverage issues or the failure of any of the loss limitation
methods we employ; our inability to access cash of our
subsidiaries; our inability to obtain required levels of capital on
favourable terms, if at all; the loss of key employees; our
inability to obtain reinsurance coverage in sufficient amounts, at
reasonable prices or on terms that adequately protect us; the
passage of legislation subjecting our businesses to additional
adverse requirements, supervision or regulation, including
additional tax regulation, in the United States, Canada or other
jurisdictions in which we operate; risks associated with applicable
laws and regulations relating to sanctions and corrupt practices in
foreign jurisdictions in which we operate; risks associated with
government investigations of, and litigation and negative publicity
related to, insurance industry practice or any other conduct; risks
associated with political and other developments in foreign
jurisdictions in which we operate; risks associated with legal or
regulatory proceedings or significant litigation; failures or
security breaches of our computer and data processing systems; the
influence exercisable by our significant shareholder; adverse
fluctuations in foreign currency exchange rates; our dependence on
independent brokers over whom we exercise little control;
operational, financial reporting and other risks associated with
IFRS 17- Insurance Contracts; impairment of the carrying value of
our goodwill, indefinite-lived intangible assets or investments in
associates; our failure to realize deferred income tax assets;
technological or other change which adversely impacts demand, or
the premiums payable, for the insurance coverages we offer;
disruptions of our information technology systems; assessments and
shared market mechanisms which may adversely affect our insurance
subsidiaries; and risks associated with the global pandemic caused
by COVID-19 and the conflicts in Ukraine and Israel. Additional
risks and uncertainties are described in our most recently issued
Annual Report which is available at www.fairfax.ca, on SEDAR+ at
www.sedarplus.ca and on EDGAR at www.sec.gov, and in our Base Shelf
Prospectus (under “Risk Factors”) filed with the securities
regulatory authorities in Canada, which is available on SEDAR+ at
www.sedarplus.ca. Fairfax disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by applicable securities law.
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