Fairfax Financial Holdings announces $650M note offering

News Release

Not for distribution to U.S. news wire services or dissemination in the United States.


Toronto, Ontario (November 28, 2017) – Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that it intends to offer C$650 million in aggregate principal amount of Senior Notes due 2027 (the “Offering”) to be priced at $99.992 per $100 principal amount. The Senior Notes will be offered through a syndicate of dealers to be led by BMO Capital Markets and RBC Capital Markets, as joint bookrunners, and including CIBC World Markets Inc., Merrill Lynch Canada Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., Citigroup Global Markets Canada Inc. and Desjardins Securities Inc., as agents. The Senior Notes will be unsecured obligations of Fairfax and will pay a fixed rate of interest of 4.25% per annum.

Fairfax intends to use the net proceeds of the Offering to refinance or repay outstanding debt or other corporate obligations of Fairfax and its subsidiaries and for general corporate purposes. This may include the redemption or repurchase of certain of Fairfax’s previously issued senior unsecured notes. As of the date of this press release, Fairfax has not made any determination as to the specific debt or other obligations to be repaid, nor the amount, timing or method of repayment. Any repurchase of senior notes will be subject to market conditions, and there can be no assurance that senior notes will be available for repurchase on terms acceptable to Fairfax. Any proceeds not used to refinance or repay debt or other corporate obligations will be used to augment Fairfax’s cash position, to pursue potential acquisition opportunities, to increase short-term investments and marketable securities held at the holding company level and/or for other general corporate purposes.

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