Fairfax Completes US$750 Million Senior Notes Offering
17 August 2022 - 7:05AM
Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U)
has completed its previously announced offering of US$750 million
in aggregate principal amount of 5.625% Senior Notes due 2032 (the
“Notes”). 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 of this offering to purchase a portion of the
non-controlling interests in Allied World Assurance Company
Holdings, Ltd (“Allied World”), and use any remainder 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 any securities in
any jurisdiction in which such offer or solicitation 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 include
“forward-looking information” within the meaning of Canadian
securities laws and “forward-looking statements” within the meaning
of Section 27A of the U.S. Securities Act of 1933, as amended,
Section 21E of the U.S. Securities Exchange Act of 1934, as
amended, “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995 and in any applicable
Canadian securities regulations. Such forward-looking information
may include, among other things, the intended use of the net
proceeds from the offering of the Notes. Such forward-looking
information 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 information. Such factors include, but are not
limited to: our ability to purchase a portion of the
non-controlling interests in Allied World with the net proceeds of
the offering; our ability to complete the proposed sale of all of
our interests in the Crum & Forster Pet Insurance Group™ and
Pethealth Inc. and the financial impacts on us expected to result
therefrom; our ability to complete the proposed joint acquisition
of Atlas Corp.; a reduction in net earnings if our loss reserves
are insufficient; underwriting losses on the risks we insure that
are higher than expected; the occurrence of catastrophic events
with a frequency or severity exceeding our estimates; changes in
market variables, including interest rates, foreign exchange rates,
equity prices and credit spreads, which could negatively affect our
investment portfolio; risks associated with the global pandemic
caused by COVID-19 and the conflict in Ukraine, and the related
global reduction in commerce and substantial downturns in stock
markets worldwide; 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; 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 adverse consequences to our business, our
investments and our personnel resulting from or related to the
COVID-19 pandemic. Additional risks and uncertainties are described
in our most recently issued Annual Report which is available at
www.fairfax.ca and in our Base Shelf Prospectus (under “Risk
Factors”) filed with the securities regulatory authorities in
Canada, which is available on SEDAR at www.sedar.com. Fairfax
disclaims any intention or obligation to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable securities law.
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