Fairfax Completes US$750,000,000 Senior Notes Offering and Announces Early Redemption of Allied World Notes Due October 29, 2025
24 June 2024 - 10:02PM
Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U)
has completed its previously announced offering of US$600,000,000
in aggregate principal amount of 6.100% senior notes due 2055 and
an additional US$150,000,000 of its 6.000% senior notes due 2033
(collectively, the “Notes”). Together with the previously issued
US$600,000,000 aggregate principal amount of 6.000% senior notes
due 2033, there is US$750,000,000 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 the net proceeds of this
offering to redeem all of the outstanding US$500,000,000 aggregate
principal amount of 4.35% Senior Notes due 2025 (the “Allied World
Notes”) of its subsidiary, Allied World Assurance Company Holdings
I, Ltd (“Allied World”), and use any remainder for general
corporate purposes. Fairfax has delivered a notice of redemption to
Allied World’s trustee in respect of the full redemption of the
Allied World Notes. The Allied World Notes will be redeemed on July
24, 2024 at a redemption price based on the value of the remaining
scheduled payments on the Allied World Notes to be calculated on
July 19, 2024, plus accrued and unpaid interest, if any. There is
US$500,000,000 aggregate principal amount of Allied World Notes
currently outstanding.
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, or
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: |
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John Varnell, Vice President, Corporate Development at (416)
367-4941 |
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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 anticipated redemption of
the Allied World 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 complete acquisitions and other
strategic transactions on the terms and timeframes 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 than expected; the
occurrence of catastrophic events with a frequency or severity
exceeding our estimates; changes in market variables, including
unfavourable changes in interest rates, foreign exchange rates,
equity prices and credit spreads, which could negatively affect our
operating results and 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; an
increase in the amount of capital that we and our subsidiaries are
required to maintain and 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; financial reporting risks related to
deferred taxes associated with amendments to IAS 12 – Income Taxes;
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; risks associated
with the conflicts in Ukraine and Israel and the development of
other geopolitical events and economic disruptions worldwide; and
risks associated with recent events in the banking sector.
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.