Fairfax Launches US$85 Million Senior Notes Offering
January 31 2019 - 2:15PM
Not for distribution to U.S. news wire
services or dissemination in the United States.
Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U)
announces that it intends to offer US$85 million in aggregate
principal amount of Senior Notes due 2024 (the “Offering”) to be
priced at $100 per $100 principal amount. The Senior Notes will be
offered through a syndicate of dealers to be led by RBC Dominion
Securities Inc., as sole bookrunner, and including BMO Nesbitt
Burns Inc., CIBC World Markets Inc., Merrill Lynch Canada Inc.,
National Bank Financial Inc., Scotia Capital Inc., TD Securities
Inc., Barclays Capital Canada Inc., BNP Paribas (Canada) Securities
Inc., Citigroup Global Markets Canada Inc., Desjardins Securities
Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Canada
Inc., Mizuho Securities USA LLC and HSBC Securities (Canada) Inc.,
as agents. The Senior Notes will be unsecured obligations of
Fairfax and will pay a fixed rate of interest of 4.142% per annum.
Fairfax expects Mitsui Sumitomo Insurance Co.,
Ltd. to be the sole purchaser of the Senior Notes under the
Offering. Fairfax intends to use the net proceeds of the Offering
to support new business of its subsidiary business.
Fairfax intends to file a prospectus supplement
to its short form base shelf prospectus dated October 19, 2017 (the
“Base Shelf Prospectus”) in respect of the Offering with the
applicable Canadian securities regulatory authorities. Details of
the Offering will be set out in the prospectus supplement which
will be available on the SEDAR website for Fairfax at
www.sedar.com.
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 securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This press release is not an offer of securities for sale in the
United States, and the securities may not be offered or sold in the
United States absent registration or an exemption from the
registration requirements. The securities have not been and will
not be registered under the United States Securities Act of 1933,
as amended.
Fairfax is a holding company which, through its
subsidiaries, is engaged in property and casualty insurance and
reinsurance and investment management.
For further information, contact:John Varnell, Vice President,
Corporate Development, at (416) 367-4941
Certain statements contained herein may
constitute forward-looking statements and are made pursuant to the
“safe harbor” provisions of applicable Canadian securities laws.
Such forward-looking statements are subject to known and unknown
risks, uncertainties and other factors that could 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: the failure to
successfully complete the Offering; 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; 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 and 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
supervision or regulation, including additional tax regulation, in
the United States, Canada or other 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; disruptions of our
information technology 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; an impairment in the carrying value of our
goodwill and indefinite-lived intangible assets; 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; and assessments and shared market
mechanisms which may adversely affect our insurance subsidiaries.
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 statements.
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