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Fairfax Proposes To Buy Odyssey at $60 Per Share!


Parsad

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I expect part of the reason that FFH has not offered the details of their share sale is that they are expecting to have to raise the offer by a couple of a hundred million when all is said and done. 

 

The share sale at FFH will be an interesting event.  The dilution factor for exisiting shareholders could be up to 20%.  On the other hand this is offset by the value of the asset received so the price of the shares should not drop.  It may bring in other large shareholders.  It will certainly prevent FFH from going private in the near future which was looking like a potential concern to me at least. 

 

IF FFH drops temporarily my ORH shares should offset this.  If it actually rises which may happen then thats gravy.

 

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Viking/Cardboard: Amen.

 

Ericopoly: HWIC as ORH's investment managers, are as tied into ORH as its own underwriters are.

 

As a rational individual, if the historical performance of ORH's investments have averaged at least 10%/yr for a long time and I have no reason to believe that anything should change in the next while, AND those investments are financed at no cost (in fact, at negative cost in ORH's experience) then I would have no real trouble paying $1 for every $1 of investments as an acquirer.

 

With competent investment management, No cost float is equivlent to equity.  And dare I say, negative cost float is even more valuable. 

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Ericopoly: HWIC as ORH's investment managers, are as tied into ORH as its own underwriters are.

 

The point I am making is that HWIC only manages Fairfax subsidiaries.

 

Now, suppose another buyer (not Fairfax) made an offer for ORH.  Yeah, that's what I'm talking about -- HWIC's performance needs to be ignored when determining what an independent buyer would pay for ORH.  At that point, HWIC would cease to manage ORH's portfolio for the new owner as HWIC only manages investments for Fairfax... period.

 

ORH is only worth 20% ROE if you have HWIC managing the show.  So how common is it for an insurance company to have HWIC's numbers?  I think any independent buyer should be assuming average investment returns.

 

It's only a 20% hindsight grower if HWIC runs the investments.  This implies that HWIC is worth a massive chunk of that 20% ROE, but then Fairfax already owns HWIC and need not pay for it twice.  So it's not in the ORH sale.

 

ORH  is just canvas on which HWIC paints.  I think some of you are trying to sell blank canvas to Picasso at the price of a completed masterpiece.

 

 

 

 

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Ericopoly: HWIC as ORH's investment managers, are as tied into ORH as its own underwriters are.

 

The point I am making is that HWIC only manages Fairfax subsidiaries.

 

Now, suppose another buyer (not Fairfax) made an offer for ORH.  Yeah, that's what I'm talking about -- HWIC's performance needs to be ignored when determining what an independent buyer would pay for ORH.  At that point, HWIC would cease to manage ORH's portfolio for the new owner as HWIC only manages investments for Fairfax... period.

 

ORH is only worth 20% ROE if you have HWIC managing the show.  So how common is it for an insurance company to have HWIC's numbers?  I think any independent buyer should be assuming average investment returns.

 

It's only a 20% hindsight grower if HWIC runs the investments.  This implies that HWIC is worth a massive chunk of that 20% ROE, but then Fairfax already owns HWIC and need not pay for it twice.  So it's not in the ORH sale.

 

ORH  is just canvas on which HWIC paints.  I think some of you are trying to sell blank canvas to Picasso at the price of a completed masterpiece.

 

 

Not exactly talking my book am I. 

 

I am a little disappointed with the initial price but I think we'll get another 5% or 10%.  I am not yet a month into it so I guess I'll be an easy lay for Prem.  A 20% pop to $60 felt good going into the weekend.  Let's make it to 30% at least.

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"The game is psychological. You start with a low offer that makes shareholders unhappy, it sinks in, and somehow they turn happy after the offer is increased a bit. They quickly rush to sign on the dotted line forgetting about the still low price to book value or other metric. Nothing like the taste of a small victory. After getting their cash, they will likely rush to buy FFH."

 

 

My sentiments exactly ...

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Ericopoly: HWIC as ORH's investment managers, are as tied into ORH as its own underwriters are.

ORH is only worth 20% ROE if you have HWIC managing the show.  So how common is it for an insurance company to have HWIC's numbers?  I think any independent buyer should be assuming average investment returns.

 

It's only a 20% hindsight grower if HWIC runs the investments.  This implies that HWIC is worth a massive chunk of that 20% ROE, but then Fairfax already owns HWIC and need not pay for it twice.  So it's not in the ORH sale.

 

ORH  is just canvas on which HWIC paints.  I think some of you are trying to sell blank canvas to Picasso at the price of a completed masterpiece.

 

The point is that HWIC do run the investments for the present holders.

 

If you did own a share of all the paintings that Picasso would paint now and in the future, then why would you sell for the price of the canvas ?

(assuming Picasso was still alive and expected to continue painting for many years ;) )

 

The decision to buy or sell @ 60 seems easy to me ::)

 

Cheers

 

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Ericopoly: HWIC as ORH's investment managers, are as tied into ORH as its own underwriters are.

ORH is only worth 20% ROE if you have HWIC managing the show.  So how common is it for an insurance company to have HWIC's numbers?  I think any independent buyer should be assuming average investment returns.

 

It's only a 20% hindsight grower if HWIC runs the investments.  This implies that HWIC is worth a massive chunk of that 20% ROE, but then Fairfax already owns HWIC and need not pay for it twice.  So it's not in the ORH sale.

 

ORH  is just canvas on which HWIC paints.  I think some of you are trying to sell blank canvas to Picasso at the price of a completed masterpiece.

 

The point is that HWIC do run the investments for the present holders.

 

If you did own a share of all the paintings that Picasso would paint now and in the future, then why would you sell for the price of the canvas ?

(assuming Picasso was still alive and expected to continue painting for many years ;) )

 

The decision to buy or sell @ 60 seems easy to me ::)

 

Cheers

 

 

 

Unlikely, but suppose Fairfax were to sell off it's majority stake?  Overnight you'd learn the value of ORH without HWIC.

 

That's really all there is to ORH... the underwriting and an average return on investments -- Fairfax owns the rest already (HWIC)... they're just offering a price for the underwriting and average return on investments, which is fair given that they own the rest already.

 

 

If you did own a share of all the paintings that Picasso would paint now and in the future, then why would you sell for the price of the canvas ?

 

 

That's what Fairfax shareholders own.  Not ORH shareholders who merely contract Picasso to paint their canvas.  Picasso changed his mind and doesn't want to work under contract anymore -- this is decidedly different from the relationship that ORH has with it's IN HOUSE underwriters.

 

 

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ORH  is just canvas on which HWIC paints.  I think some of you are trying to sell blank canvas to Picasso at the price of a completed masterpiece.

 

The point is that HWIC do run the investments for the present holders.

 

If you did own a share of all the paintings that Picasso would paint now and in the future, then why would you sell for the price of the canvas ?

(assuming Picasso was still alive and expected to continue painting for many years ;) )

 

The decision to buy or sell @ 60 seems easy to me ::)

 

Cheers

 

Unlikely, but suppose Fairfax were to sell off it's majority stake?  Overnight you'd learn the value of ORH without HWIC.

 

That's really all there is to ORH... the underwriting and an average return on investments -- Fairfax owns the rest already (HWIC)... they're just offering a price for the underwriting and average return on investments, which is fair given that they own the rest already.

 

If you did own a share of all the paintings that Picasso would paint now and in the future, then why would you sell for the price of the canvas ?

 

That's what Fairfax shareholders own.  Not ORH shareholders who merely contract Picasso to paint their canvas.  Picasso changed his mind and doesn't want to work under contract anymore -- this is decidedly different from the relationship that ORH has with it's IN HOUSE underwriters.

 

I beg to disagree; Fairfax' value is to a large extend that it owns a huge chunk of ORH - effectively this is your guarantee that the contract will not be cancelled.

Fairfax would loose a lot of money if they cancelled the contract with ORH.

Unless, maybe, that a much higher offer was presented by a third party - in which case the $60 offer in comparison would be way to low... 

 

Cheers

 

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ORH  is just canvas on which HWIC paints.  I think some of you are trying to sell blank canvas to Picasso at the price of a completed masterpiece.

 

The point is that HWIC do run the investments for the present holders.

 

If you did own a share of all the paintings that Picasso would paint now and in the future, then why would you sell for the price of the canvas ?

(assuming Picasso was still alive and expected to continue painting for many years ;) )

 

The decision to buy or sell @ 60 seems easy to me ::)

 

Cheers

 

Unlikely, but suppose Fairfax were to sell off it's majority stake?  Overnight you'd learn the value of ORH without HWIC.

 

That's really all there is to ORH... the underwriting and an average return on investments -- Fairfax owns the rest already (HWIC)... they're just offering a price for the underwriting and average return on investments, which is fair given that they own the rest already.

 

If you did own a share of all the paintings that Picasso would paint now and in the future, then why would you sell for the price of the canvas ?

 

That's what Fairfax shareholders own.  Not ORH shareholders who merely contract Picasso to paint their canvas.  Picasso changed his mind and doesn't want to work under contract anymore -- this is decidedly different from the relationship that ORH has with it's IN HOUSE underwriters.

 

I beg to disagree; Fairfax' value is to a large extend that it owns a huge chunk of ORH - effectively this is your guarantee that the contract will not be cancelled.

Fairfax would loose a lot of money if they cancelled the contract with ORH.

Unless, maybe, that a much higher offer was presented by a third party - in which case the $60 offer in comparison would be way to low... 

 

Cheers

 

 

It's unlikely that they would cancel the contract with ORH -- unless they sold their majority portion, in which case it would be almost certain that it would be cancelled.  Selling the majority portion would be unlikely.  Thus, ORH's ROE is at the mercy of Fairfax. 

 

I am playing the Devil's Advocate here.  Put yourself in Prem's shoes.  Why the hell should he have to pay up for his own performance?  I mean, really.  The future performance is only there if he continues to be "lucky".  It's not like Wells Fargo where you have this high ROE due to customer relationships, brand, etc... That stuff is what gets a high premium to book.  Instead, much of ORH's growth comes from "lucky" stock picking and "lucky" macro calls.  It's certainly a different animal.  I can understand why a 20% ROE at Wells Fargo is going to be fetching a different multiple than a 20% ROE at ORH if it's coming from stock picking.  But that's getting off topic -- to expect a premium from Fairfax for it's own stock picking seems unjust... I like the analogy of selling the blank canvas to Picasso at an extreme premium on the basis of speculation that it will soon be worth a mint simply because he has produced past masterpieces. 

 

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If FFH was to say that they want to purchase ORH at a discount due to the fact that their 20% ROE was due primarily to HWIC then I would understand the low valuation. They are not saying this.

 

Based on the release they are saying that they are paying a fair price at $60 for ORH. Period.

 

I am not a securities lawyer. Perhaps parents are allowed to take out subs with low ball offers (and justify it in many different ways). I just hope that they put this in the prospectus when they spun off ORH in the IPO.

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ORH  is just canvas on which HWIC paints.  I think some of you are trying to sell blank canvas to Picasso at the price of a completed masterpiece.

If you did own a share of all the paintings that Picasso would paint now and in the future, then why would you sell for the price of the canvas ?

(assuming Picasso was still alive and expected to continue painting for many years ;) )

Cheers

That's what Fairfax shareholders own.  Not ORH shareholders who merely contract Picasso to paint their canvas.  Picasso changed his mind and doesn't want to work under contract anymore -- this is decidedly different from the relationship that ORH has with it's IN HOUSE underwriters.

I beg to disagree; Fairfax' value is to a large extend that it owns a huge chunk of ORH - effectively this is your guarantee that the contract will not be cancelled.

Fairfax would loose a lot of money if they cancelled the contract with ORH.

Unless, maybe, that a much higher offer was presented by a third party - in which case the $60 offer in comparison would be way to low... 

I am playing the Devil's Advocate here.  Put yourself in Prem's shoes.  Why the hell should he have to pay up for his own performance?  I mean, really. 

...to expect a premium from Fairfax for it's own stock picking seems unjust... I like the analogy of selling the blank canvas to Picasso at an extreme premium on the basis of speculation that it will soon be worth a mint simply because he has produced past masterpieces. 

 

Well, playing the devils advocate, then the persons constituting the HWIC could quit tomorrow and then Fairfax shareholders would also be aware that they only held a contract. 

 

But this is beside the point.

 

At $60, the price cover approx the current book value, but does not take into account the value which is not stated in the books, for instance ICICI and conservative reserving.

and it does not take into account the profitable underwriting, nor a hardening market nor the end of the hurricane season.

and it certainly does not take into account any above average investment returns.

 

To be fair, I believe the offer should use the same P/B factor as fairfax itself and then add a small premium. Obviously it should be current book.

This would allow ORH holders to sell and buy into the parent - except possibly for the tax hit for some holders.

A premium is needed to pursuade ORH holders that they will be net equal or better off to sell ORH and buy FFH, than to hold onto ORH.

 

Cheers

 

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As 70+% shareholder, FFH is only competing with themselves and an 'independent' valuation.  Who else competes?  Where's the greenmail opportunity?  For most ORH shareholders, there is a gain.  BUT, every ORH shareholder knew they were in a minority position starting out.  The catalytic events for realization of value were twofold: 1) company performance and 2) FFH takeout.  Other outcomes were minor such as FFH sale of ORH position or somebody taking a 5% position and 'ruckus'ing about valuation.

 

The 'independent' valuation is a bit of theatre.  There are relationships in play that will not be fully disclosed.  These valuations are never high and the acquirer never walks away.  FFH is being opportunistic here based on their estimation of ORH's future cashflows, but the valuation will not reflect FFH's real estimate.  FFH shareholders will be well served and ORH shareholders will not, but the theatre from here to transaction close will quibble over a few $/share.  The ORH board has few choices here other than some public statements.  Barnard has been anything but independent in his actions to date.

 

Minority shareholders are not well-served in these situations, but they do have the choice to enter these positions or look at other 'fat pitches'.  Personally, I took a small position recently ~$37/share as a book value growth play with the expectation that FFH would adopt the NB pattern.  I am pleased with the transaction timing but, it could have been a longer wait.

 

-O

 

I expect part of the reason that FFH has not offered the details of their share sale is that they are expecting to have to raise the offer by a couple of a hundred million when all is said and done. 

 

The share sale at FFH will be an interesting event.  The dilution factor for exisiting shareholders could be up to 20%.  On the other hand this is offset by the value of the asset received so the price of the shares should not drop.  It may bring in other large shareholders.  It will certainly prevent FFH from going private in the near future which was looking like a potential concern to me at least. 

 

IF FFH drops temporarily my ORH shares should offset this.  If it actually rises which may happen then thats gravy.

 

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Ericopoly,

 

Your assumption about HWIC suggests that an inferior investment manager purchases ORH's operations/float/investments.  What if Berkshire Hathaway bought it?  What if Markel bought it?  What if... another competent manager bought it? The value of the operations is in the eye of the acquirer, you suggest.  And a competent manager would see terrific value in ORH's underwriting.  Heck, anyone should. 

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ORH  is just canvas on which HWIC paints.  I think some of you are trying to sell blank canvas to Picasso at the price of a completed masterpiece.

If you did own a share of all the paintings that Picasso would paint now and in the future, then why would you sell for the price of the canvas ?

(assuming Picasso was still alive and expected to continue painting for many years ;) )

Cheers

That's what Fairfax shareholders own.  Not ORH shareholders who merely contract Picasso to paint their canvas.  Picasso changed his mind and doesn't want to work under contract anymore -- this is decidedly different from the relationship that ORH has with it's IN HOUSE underwriters.

I beg to disagree; Fairfax' value is to a large extend that it owns a huge chunk of ORH - effectively this is your guarantee that the contract will not be cancelled.

Fairfax would loose a lot of money if they cancelled the contract with ORH.

Unless, maybe, that a much higher offer was presented by a third party - in which case the $60 offer in comparison would be way to low... 

I am playing the Devil's Advocate here.  Put yourself in Prem's shoes.  Why the hell should he have to pay up for his own performance?  I mean, really. 

...to expect a premium from Fairfax for it's own stock picking seems unjust... I like the analogy of selling the blank canvas to Picasso at an extreme premium on the basis of speculation that it will soon be worth a mint simply because he has produced past masterpieces. 

 

Well, playing the devils advocate, then the persons constituting the HWIC could quit tomorrow and then Fairfax shareholders would also be aware that they only held a contract. 

 

 

That's true, and I agree.  I've said many, many times that I think FFH is only worth book value plus a risk-adjusted premium for the operating income from the float. 

 

However, ORH is for sale and it doesn't make sense to raise the price of the sale in step with the investment prowess of the buyer.

 

If a bunch of mediocre investors made offers for ORH, then the price they would be willing to pay would be based upon their own projections of ROE.  Is it fair to jack the price up to the moon for Warren Buffett as a buyer, or HWIC, just because they will be good allocators?  I don't think so.

 

 

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Minority shareholders are not well-served in these situations, but they do have the choice to enter these positions or look at other 'fat pitches'. 

 

Yes, a majority partner behaving unfair and unfriendly can do harm to minority partners.

However, isn't Fairfax meant to be Fair and Friendly?

 

I believe it is of long term value to Fairfax to be fair and friendly.

Indeed, the holders of the common in Fairfax are mere minority partners when it boils down to voting power - should they really start to look at other 'fat pitches'  ::)

 

Generally, why would you like to be a partner with someone not fair and friendly - in a sub, in a parent or in ... ?

 

Cheers

 

 

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Is it fair to jack the price up to the moon for Warren Buffett as a buyer, or HWIC, just because they will be good allocators?  I don't think so.

 

The price should be fair and friendly to all parties - indeed it would not be fair to Fairfax holders to pay a blue sky price for ORH.

But neither is a low ball offer fair to ORH holders.

 

Cheers

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We all here (assuming owning ORH) are in pretty pink position.

Going to have another 40-50% or more year with this transaction - hold some cash and wait for the next close to or under book opportunity to by some more FFH and then we can reap the rewards of this baby and the other subs and HWIC going forward. 

There has got to be another (general market) pull back soon. The stimulus $ are just about gone. No one is going to be buying homes for quite a long time with the homes/jobs ratio rediculously out of touch. Funding for the Auto sectors cash for clunkers gone. There is a general over supply.

Unemployment at its highest since the great depression (some numbers say 1983 was worse but im not going into a pissing contest..)

 

Having less $ to stick handle then the big players gives us (me) alot of advantages that i like.

 

 

This should prob be another thread on its own but what do some here see as a stimulus going forward? There is not many no brainer positive scenarios i see playing out in the near future.

 

 

 

 

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Eric,

 

My point is that the float, at no/negative cost, has tremendous value. In the right hands it is equity.

 

Imagine your banker came to you and offered you a perpetual loan at a -2% interest rate. Imagine prevailing interest rates on risk free fixed income were above -2%. You wouldn't think twice about taking the loan. But, imagine that in the past, on a conservative balanced mandate basis, you have actually generated more than 10% annual returns on your investment capital. You would be salavating at the prospect of such a loan?

 

I sure would be.

 

True book value (i.e. intrinsic value) for ORH is nothing short of accounting book value + float.

 

The trouble is we all talk rationally about value until a takeover is announced and then we all change from a long-term perspective to a short-term take the money and run point of view.

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However, ORH is for sale and it doesn't make sense to raise the price of the sale in step with the investment prowess of the buyer.

 

If a bunch of mediocre investors made offers for ORH, then the price they would be willing to pay would be based upon their own projections of ROE.  Is it fair to jack the price up to the moon for Warren Buffett as a buyer, or HWIC, just because they will be good allocators?  I don't think so.

 

 

 

The purchase price of a company should be determined to some extent based on the characteristics of the acquirer if there are synergies involved that make the target company more valuable as part of the acquirer than as a stand alone company.  For example, when Berkshire bought Clayton Homes, Buffett knew that even by paying a "fair" price, he was actually getting more for his money than it appeared because Clayton would be more valuable as a subsidiary of a AAA-rated company.  If Clayton hadn't been in a distressed state, he probably couldn't have walked away with Clayton at the price he paid.

 

Most acquisitions don't lead to the synergies that management claims, but I think most of us on this board would agree that there are definitely benefits for FFH in controlling all outstanding ORH shares.  They will be able to save the costs of having ORH as a publicly listed company, will probably have greater freedom to move cash between the subsidiary and the holding company (not completely sure about this), and will be able to take other actions with ORH without having to consider whether such actions are fair to the minority interest.

 

The situation here is a little weird because ORH is already a subsidiary of FFH.  So the proper question in valuing the target should be how much benefit does FFH get out of making ORH wholly owned versus an 80% owned subsidiary?  It doesn't necessarily make sense to value the ORH minority interest by comparing it to an ordinary reinsurer that doesn't have the benefits of HWIC because FFH can't (or won't) divest its stake in ORH. 

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Yes Omagh,  Anyone who has ever bought ORH stock has had this outcome as their major margin of safety.  If you bought ORH at the original issue price (was it $20), then you are getting bought out with an implied ROE of about 15%.  Pretty damn good for the last 8 years I would think.

 

No one on this board would have bought ORH not knowing this was the likely outcome.

 

My annualized return on this my purchase will be 250% (25% over a month) - ahh, only if investing actually worked that way. 

 

 

 

As 70+% shareholder, FFH is only competing with themselves and an 'independent' valuation.  Who else competes?  Where's the greenmail opportunity?  For most ORH shareholders, there is a gain.  BUT, every ORH shareholder knew they were in a minority position starting out.  The catalytic events for realization of value were twofold: 1) company performance and 2) FFH takeout.  Other outcomes were minor such as FFH sale of ORH position or somebody taking a 5% position and 'ruckus'ing about valuation.

 

The 'independent' valuation is a bit of theatre.  There are relationships in play that will not be fully disclosed.  These valuations are never high and the acquirer never walks away.  FFH is being opportunistic here based on their estimation of ORH's future cashflows, but the valuation will not reflect FFH's real estimate.  FFH shareholders will be well served and ORH shareholders will not, but the theatre from here to transaction close will quibble over a few $/share.  The ORH board has few choices here other than some public statements.  Barnard has been anything but independent in his actions to date.

 

Minority shareholders are not well-served in these situations, but they do have the choice to enter these positions or look at other 'fat pitches'.  Personally, I took a small position recently ~$37/share as a book value growth play with the expectation that FFH would adopt the NB pattern.  I am pleased with the transaction timing but, it could have been a longer wait.

 

-O

 

I expect part of the reason that FFH has not offered the details of their share sale is that they are expecting to have to raise the offer by a couple of a hundred million when all is said and done. 

 

The share sale at FFH will be an interesting event.  The dilution factor for exisiting shareholders could be up to 20%.  On the other hand this is offset by the value of the asset received so the price of the shares should not drop.  It may bring in other large shareholders.  It will certainly prevent FFH from going private in the near future which was looking like a potential concern to me at least. 

 

IF FFH drops temporarily my ORH shares should offset this.  If it actually rises which may happen then thats gravy.

 

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Does anyone know if FFH will also take-out the ORH preferred shares outstanding as part of the proposal for the common??

 

Unless Fairfax specifically addresses this in a news release, I would not expect the ORH prefs to be redeemed as part of this transaction.  There is no obligation to redeem them, is there?

 

 

 

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My guess and it's only a guess is this:

 

a) They get redeemed at $26 early with the most recent declared dividend

 

b) They become Fairfax Preferreds

 

Otherwise I don't know how they will reconcile the dividend feature on the preferreds before the common stock since the common will be acquired. Also, how will they deal with the feature for electing directors to the board if the dividend has been suspended for so many quarters.

 

 

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The ORH preferreds are not redeemable prior to October of 2010. In addition, there is no change of control covenant to redeem at par.

 

Does this not apply from the prospectus:

"On and after October 20, 2010, we may redeem the series A preferred shares, in whole or in part, at any time, at a redemption price of $25 per share, plus declared and unpaid dividends, if any, to the date of redemption. At any time prior to October 20, 2010, if we are required to submit to the holders of our common stock a proposal for any matter that requires, as a result of a change in Delaware law after the date of this prospectus supplement, for its validation or effectuation an affirmative vote of the holders of the series A preferred shares at the time outstanding, whether voting as a separate series or together with any other series or class of preferred stock as a single class, we have the option to redeem all of the outstanding series A preferred shares at a redemption price of $26 per share, plus declared and unpaid dividends, if any, to the date of redemption. "

 

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