Fairfax Financial Holdings Limited announced that it has priced a private offering of USD 600,000,000 of senior notes due 2055 (the ?New Notes?) at an issue price of 99.585% and a private offering of an additional USD 150,000,000 of its 6.000% senior notes due December 7, 2033 (the ?Additional 2033 Notes? and, together with the New Notes, the ?Notes?) at an issue price of 102.697%, plus accrued interest. The New Notes will be unsecured obligations of Fairfax and will pay a fixed rate of interest of 6.100% per annum.
Fairfax currently has outstanding USD 600,000,000 aggregate principal amount of its 6.000% senior notes due 2033 (the ?Original 2033 Notes?). The Additional 2033 Notes will have the same terms as the Original 2033 Notes, except for the issue date, offering price and the first interest payment date, and will form part of the same series as the Original 2033 Notes. Fairfax intends to use the net proceeds of this offering to redeem all of the outstanding USD 500,000,000 aggregate principal amount of Allied World Assurance Company Holdings, Ltd?s outstanding 4.35% Senior Notes due 2025 and use any remainder for general corporate purposes.
Fairfax also intends to enter into a registration rights agreement in connection with the offering of the Notes. The offering is expected to close on or about June 24, 2024, subject to the satisfaction of customary conditions. The offering is being 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.