Fairfax stock positions

[Viking]

Parts of the Phelan family still own 16% of Recipe (Fairfax owns the other 84%). Interesting story / bit of Canadiana...

 

The food fight for Swiss Chalet’s owner is a lesson for all family companies

 

Hopefully the link below works (the article is behind a paywall):

https://www.theglobeandmail.com/gift/ec504d70a4c6763bef7b3e7b87d07bf3bdfd3e8486a41630e08b66b2b94a0e29/UMHHEN6ZJZBDZO5SDLUVLKDVXU/

 

"In the 1990s, the Phelan family ranked among the country’s wealthiest clans.

Their restaurant chains – including Swiss Chalet and Harvey’s – served millions of meals and cranked out millions in profits for parent company Cara Operations Ltd., now known as Recipe Unlimited Corp. Patriarch Paul James Phelan – PJ to those who knew him – wanted the 100-year-old business to remain in family hands for another century. It wasn’t to be.

 

"A bruising, years-long battle for control of the company pitted PJ Phelan and his son against two of his daughters, Gail and Rosemary. It ended in 2003 with the women winning control through a debt-funded buyout, then eventually handing the reins to insurer and asset manager Fairfax Financial Holdings Ltd. 

 

"Author Stephen Kimber captures the bitter fight for Cara in The Phelan Feud, published on Friday. Working with surviving family members – PJ Phelan died in 2002 – and with full access to court documents and private family records, he has written a book filled with intrigue, betrayal and high-living, including family-backed yachts vying for the America’s Cup. It’s a story with poignant lessons for any family, with special relevance to the privately owned businesses that are major contributors to the country’s economy."

[nwoodman]

Thomas Cook India and SOTC Travel see significant growth in DomesticTravel demand

 

Impressive stuff.

 

All filings for future reference

[Viking]

10 hours ago, nwoodman said:

Thomas Cook India and SOTC Travel see significant growth in DomesticTravel demand

 

Impressive stuff.

 

All filings for future reference

 

@nwoodman , thanks for the info. I was wondering what was spiking the share price of Thomas Cook India higher.

 

Fairfax's stake in Thomas Cook India now has a market value of $868 million. It is up 74% YTD. TCI is now Fairfax's 5th largest equity holdings (after Eurobank, Poseidon, FFH-TRS and Fairfax India). 

 

Excess of market value to carrying value is about $654 million. Fairfax is getting so far offside with this holding (FV is so much higher CV) somebody better let Muddy Waters know because Fairfax is probably doing something terribly wrong with how they are marking this position on their books!

 

Why is Thomas Cook India headed higher? Surpassing CY 2023 domestic travel numbers in the first 6 months of CY 2024. The runway looks very long for this holding.

 

 

----------

 

Edited June 19 by Viking

[dartmonkey]

Yes, it's nice to see a company go from 8 to 19 to 56 to 73b INR, although most of this is a rebound from COVID - it was 68b in 2019-2020, before dropping to 8b. And at 241 INR, the stock price is also just back to where it was 5 years ago. Odd that the share price drop seemed to slightly precede when you might have expected it to happen - it started in June 2019, before anyone had heard of SARS-CoV-2 dropping to 160 in December, and then went as low as 22 INR! Please remind me of this next time the world has a global anxiety attack!

 

 

 

 

[Viking]

On 6/6/2024 at 12:24 AM, glider3834 said:

Fairfax's dividend from Eurobank should be close to EUR 116M based on 34% reported stake

 

https://www.bloomberg.com/news/articles/2024-06-06/greek-banks-get-ecb-approval-for-first-payouts-since-2008-crisis?utm_source=google&utm_medium=bd&cmpId=google

 

 

 

@glider3834 Thanks for posting this. 

 

On June 6, 2024, Eurobank announced it had received approval from the ECB to pay a dividend equal to 30% of Net Profit for 2023. The final distribution will be approved at Eurobank’s annual meeting on July 23 2024, with the cash likely to be distributed in August. 

 

Fairfax is expected to receive a payment of about $126 million. Because Eurobank is an associate holding the dividend payment will not show up in Fairfax’s reported results in ‘interest and dividend income’ – that bucket is for mark-to-market holdings. 

 

Eurobank paying an annual dividend is another new and meaningful income stream for Fairfax. 

 

For context, in 2023 Fairfax reported total dividends received (on common and preferred stock) of $134 million. Eurobank’s expected dividend payout almost doubles this amount. 

 

 

This is a watershed moment for both Eurobank and Fairfax. For Eurobank, the dividend payout is the final confirmation their turnaround has been successfully completed. Eurobank’s goal is to increase the payout ratio to 40% in 2025 (Net Profit for 2024) and 50% in 2026 (Net Profit for 2025). 

 

For Fairfax, Eurobank is a great example of the significant turnaround that they have been able to execute with their many poorly performing legacy equity holdings from 2014-2017. Hundreds of million is losses every year (write downs, capital infusions etc) from that collection of holdings has now been replaced with hundreds of millions in gains – the ‘swing’ might be as high as $500 million per year. A significant headwind to reported results has now become a significant tailwind. 

 

The turnaround at Eurobank the past 3 years has been epic. And now Fairfax is getting paid. It highlights why Fairfax is such a good partner: patient, demanding, loyal, long term. But this doesn’t mean Fairfax is a push-over… Eurobank had to do its part – its management team has executed exceptionally well, especially over the past 5 years. 

 

Importantly, Eurobank looks exceptionally well positioned with lots of solid opportunities to continue building shareholder value. 

 

Eurobank's Announcement

• https://www.eurobank.gr/en/group/grafeio-tupou/etairiki-anakoinosi-06-06-24#:~:text=million-,Eurobank announces ECB's approval for €342 million dividend payment,first payout in 16 years&text=Eurobank Ergasias Services and Holdings,or €0.0933 per share.

 

Edited June 20 by Viking

[Ross812]

44 minutes ago, Viking said:

 

@glider3834 Thanks for posting this. 

 

On June 6, 2024, Eurobank announced it had received approval from the ECB to pay a dividend equal to 30% of Net Profit for 2023. The final distribution will be approved at Eurobank’s annual meeting on July 23 2024, with the cash likely to be distributed in August. 

 

Fairfax is expected to receive a payment of about $126 million. Because Eurobank is an associate holding the dividend payment will not show up in Fairfax’s reported results in ‘interest and dividend income’ – that bucket is for mark-to-market holdings. 

 

Eurobank paying an annual dividend is another new and meaningful income stream for Fairfax. 

 

For context, in 2023 Fairfax reported total dividends received (on common and preferred stock) of $134 million. Eurobank’s expected dividend payout almost doubles this amount. 

 

 

This is a watershed moment for both Eurobank and Fairfax. For Eurobank, the dividend payout is the final confirmation their turnaround has been successfully completed. Eurobank’s goal is to increase the payout ratio to 40% in 2025 (Net Profit for 2024) and 50% in 2026 (Net Profit for 2025). 

 

For Fairfax, Eurobank is a great example of the significant turnaround that they have been able to execute with their many poorly performing legacy equity holdings from 2014-2017. Hundreds of million is losses every year (write downs, capital infusions etc) from that collection of holdings has now been replaced with hundreds of millions in gains – the ‘swing’ might be as high as $500 million per year. A significant headwind to reported results has now become a significant tailwind. 

 

The turnaround at Eurobank the past 3 years has been epic. And now Fairfax is getting paid. It highlights why Fairfax is such a good partner: patient, demanding, loyal, long term. But this doesn’t mean Fairfax is a push-over… Eurobank had to do its part – its management team has executed exceptionally well, especially over the past 5 years. 

 

Importantly, Eurobank looks exceptionally well positioned with lots of solid opportunities to continue building shareholder value. 

 

Eurobank's Announcement

• https://www.eurobank.gr/en/group/grafeio-tupou/etairiki-anakoinosi-06-06-24#:~:text=million-,Eurobank announces ECB's approval for €342 million dividend payment,first payout in 16 years&text=Eurobank Ergasias Services and Holdings,or €0.0933 per share.

 

So looks to be about ($126M/25M shares) $5 per share pre-tax.

[petec]

On 6/20/2024 at 6:33 PM, Viking said:

[Eurobank's] management team has executed exceptionally well, especially over the past 5 years. 

 

In fairness I think they have been executing exceptionally well for much longer. It's just that the *results* have come through in the last 5 years, partly because 10 years of sorting out the capital base have paid off and partly because higher interest rates boosted revenue.

[gary17]

On 6/20/2024 at 11:18 AM, Ross812 said:

So looks to be about ($126M/25M shares) $5 per share pre-tax.

$5 USD / share nice!

[Dinar]

Why is Fairfax selling 10% of CSB particularly with the stock down 10%?  (I think this is owned by FIH, but still)

[gfp]

34 minutes ago, Dinar said:

Why is Fairfax selling 10% of CSB particularly with the stock down 10%?  (I think this is owned by FIH, but still)

 

One can hope it is connected with a successful deal for IDBI Bank on good terms now that the election is finished

[Junior R]

2 hours ago, Dinar said:

Why is Fairfax selling 10% of CSB particularly with the stock down 10%?  (I think this is owned by FIH, but still)

Is CSB higher then the price they paid in 2018?

 

Quote

In December last year, the promoter received approval from the Reserve Bank of India (RBI) to retain a 26% stake in the bank instead of the 15% previously advised by the central bank. Accordingly, FIH Mauritius Investments must reduce its shareholding to 26% within 15 years from the date of the completion of investments, which was in 2018.

 

Edited June 26 by juniorr

[petec]

14 hours ago, Dinar said:

Why is Fairfax selling 10% of CSB particularly with the stock down 10%?  (I think this is owned by FIH, but still)

 

They have to get down to 26% within 15 years of having completed their investments. Doubt this is related (too soon) but maybe this just makes them more willing to reduce near IV. 

[Dinar]

10 hours ago, petec said:

 

They have to get down to 26% within 15 years of having completed their investments. Doubt this is related (too soon) but maybe this just makes them more willing to reduce near IV. 

It is too soon, and the stock is down 10%+ this year. 

[giulio]

from the AR23

[Haryana]

They maybe cannot do much market timing because they might be on a periodic "schedule".

 

"As a result of the CSB Bank Sale, Fairfax India’s share ownership in CSB Bank will be reduced to 40% and Fairfax India will be in compliance with the RBI’s dilution schedule."

 

 

[petec]

14 hours ago, Dinar said:

It is too soon, and the stock is down 10%+ this year. 

 

Sure, but you can't be cute with the timing of offloading a big stake. That almost never happens at exact peaks.

[giulio]

I don't think they had much choice. They HAD to get to 40% holding within 5 years of their investment. It was disclosed in their 23AR as posted above.

[Viking]

Fairfax’s equity portfolio (that I track) increased in value in Q2 by about $562 million (pre-tax) or 2.9%, which is a solid result. It had a total value of about $20 billion at June 30, 2024.

 

 

Notes:

• Like Q1, my numbers for Fairfax India for Q2 will be off. In my spreadsheet I include the change in Fairfax India’s stock price (which declined $33 million in Q2). In Q4, 2023, Fairfax India sold a chunk of IIFL Finance which dropped its ownership position to 15.1%, which flipped the position from an accounting perspective from an Associates holding to a Mark to Market holding. IIFL Finance's stock had a big sell off in Q1 (a headwind) and it has rebounded nicely in Q2 (a tailwind). Bottom line, for Q2, I would expect Fairfax’s mark to market gains to be a little higher than my numbers driven by the increase IIFL Finance.
• Another wildcard will be Digit. It completed its IPO in Q2. When Fairfax reports Q2 results we should get an update on exactly how much Fairfax owns and how the position is valued (and it there were any changes). Digit is not an equity holding but depending on how the position is valued it may impact the gains (losses) that Fairfax reports.
• I include the FFH-TRS position in the mark to market bucket and at its notional value. I also include warrants and debentures that Fairfax holds in the mark to market bucket.

My tracker portfolio is not an exact match to Fairfax’s actual holdings. It is useful only as a tool to understand the rough change in Fairfax’s equity portfolio (and not the precise change).

 

Split of total holdings by accounting treatment

 

About 48% of Fairfax’s equity holdings are mark to market - and will fluctuate each quarter with changes in equity markets. The other 51% are Associates and Consolidated holdings.

 

Over the past couple of years, the share of the mark to market portfolio has been shrinking. This means Fairfax's quarterly results will be less impacted by volatility in equity markets.

 

 

Split of total gains by accounting treatment

• The total change is an increase of about $562 million = $25/share
• The mark to market change is an increase of $47 million = $2/share. The change in this bucket of holdings will show up in ‘net gains (losses) on investments’ (along with changes in the value of the fixed income portfolio) when Fairfax reports results each quarter. (Note: see my comment on Fairfax India and IIFL Finance earlier in this post).

 

What were the big movers in the equity portfolio Q1-YTD?

• Eurobank is up $304 million and it is Fairfax’s largest equity holding at $2.7 billion.
• Thomas Cook India is up $271 million and is now Fairfax’s 4th largest holding at $871 million.
• The FFH-TRS is up $111 million and is Fairfax’s second largest holding at $2.2 billion.
• Quess is up $50 million. Market value is $370 million (carrying value is $432 million).

 

Excess of fair value over carrying value (not captured in book value)

 

For Associate and Consolidated holdings, the excess of fair value to carrying value is about $1.677 billion or $75/share (pre-tax). The 'excess' of FV to CV has been materially increasing in recent years. Book value at Fairfax is understated by about this amount.

• Associates:           $891 million = $40/share
• Consolidated:       $786 million = $35/share

Equity Tracker Spreadsheet explained:

 

We have separated holdings by accounting treatment: mark to market, associates – equity accounted, consolidated, other Holdings – total return swaps.

 

We come up with the value of each holding by multiplying the share price by the number of shares. Are holdings are tracked in US$, so non-US holdings have their values adjusted for currency.

 

This spreadsheet contains errors. It is updates as new and better information becomes available.

 

 

Edited June 30 by Viking

[Viking]

Fairfax's Equity Holdings – Size Ranking at June 30, 2024

 

Fairfax has a total investment portfolio of about $66 billion, with the split roughly as follows:

 

 

In this post we review the holdings in the equities bucket. To value a holding, we normally use current market value, which is the stock price at June 30, 2024, multiplied by the number of shares Fairfax owns. For private holdings we use Fairfax’s latest reported market/carrying value, which was March 31, 2023. Derivative holdings, like the FFH-TRS, are included at their notional value. 

 

Additional notes:

• Mytilineos * : includes exchangeable bonds
• John Keells * : includes convertible debentures

What holdings are missing from my list below? AGT Food Ingredients and newer purchase Meadow Foods (2023) are two that come to mind. 

 

Ok, let’s get to the fun part of this post.

 

What are some of the key take-aways?

 

1.) Fairfax has a pretty concentrated portfolio

• The top 3 holdings make up 35% of the total.
• The top 10 holdings make up 58% of the total.

2.) Steady improvement in quality/earnings power of the top holdings over the past 6 years: 

 

What happened?

• Since 2018, new money has been invested very well by Fairfax (FFH-TRS, buying more of existing holdings)
• Some high-quality businesses have continued to execute well (Fairfax India, Stelco)
• Some businesses, after years of effort, have turned around (Eurobank).
• Some businesses that were severely affected by Covid have emerged stronger (Thomas Cook India, BIAL)
• Some businesses were restructured/taken private (Exco, AGT) and are now performing much better.
• Some low-quality businesses were sold/merged/wound down (Resolute Forest Products, APR, Fairfax Africa).
• Some low-quality businesses have shrunk in size due to poor results (BlackBerry, Farmers Edge, Boat Rocker).

The important point is the overall quality of Fairfax’s largest holdings have been steadily improving – as a result, after years of effort, their earnings power has increased dramatically. This should result in higher overall returns from the equity portfolio in the coming years.

 

3.) A slow shift away from mark-to-market holdings. Today, less than 50% of the total portfolio is held in the mark-to-market bucket. Back in 2019, my guess is closer to 80% of the total portfolio was held in the mark-to-market bucket.

• This shift should have the effect of smoothing Fairfax’s reported results moving forward, especially during bear markets. As a reminder, in Q1 of 2020, Fairfax had $1.1 billion in unrealized losses (when the equity portfolio was much smaller). As more holdings shift to the ‘Associates’ and ‘Consolidated’ buckets, it is the trend in underlying earnings at the individual holdings that will matter to Fairfax’s reported results and not a stock price - earnings are much more consistent than a stock price. Lower volatility in reported earnings should help Fairfax’s valuation (as volatility is considered bad by Mr. Market).
• This shift will also start to create a Berkshire Hathaway problem for Fairfax: over time book value will become an increasingly poor tool to use to value Fairfax. Why? The value of the ‘Associates’ and ‘Consolidated’ companies captured in book value each year will fall short of the increase in their true economic value.
• Look at Fairfax's top 5 holdings; 4 of them are showing an excess of market value over carrying value of $1.7 billion. Thomas Cook India has a market value of $871 million and a carrying value of only $214 million (excess od MV over CV is $657 million). I wonder when Fairfax will start unlocking some of this significant hidden value.

Bottom line, Fairfax looks very well positioned today. But the story gets better: like the past 6 years, I expect the quality of Fairfax's equity holdings to continue to improve in 2024. That will improve future returns. And, like a virtuous circle, the cash flows will be re-invested growing the companies even more.

 

[Viking]

2 hours ago, TB said:

Viking, your analysis and write-ups are absolutely fantastic. Thanks much for it!

 

I was looking at the annual report of Fairfax financial and it showed 23,182,558 shares outstanding (basic) and 25,006,116 shares outstanding (diluted). Couldn't figure out the numbers from Q1 report but it looks like the diluted shares add another ~9% extra shares as of Q1 2024. 

 

I had two questions for you and the board of experts as I own this stock.

 

(a) Looks like the share awards and diluted shares are going up year on year; should the investments be marked to diluted shares outstanding.

(b) India exposure - is this a risk given the political tensions between Canada and India governments? 

 

 

@TB Your first question is very timely. But I am going to answer the second question first:

 

"(b) India exposure - is this a risk given the political tensions between Canada and India governments?" Your guess is as good as mine. It didn't seem to affect the Digit IPO. It seems like tensions might be easing. We will have our answer in a couple of years.

 

@TB What do you think? Does it worry you? If so, in what way?

 

Your first question is one I have been thinking more about.

 

"(a) Looks like the share awards and diluted shares are going up year on year; should the investments be marked to diluted shares outstanding."

 

I recently updated my share tracker to better understand what has been happening with the diluted share count (it is attached below). The short answer is, yes, using diluted shares is likely a better way to calculate per share metrics. Minority interests should also likely be included as well - I am pretty sure @glider3834 has pointed this out before.

 

I use 'effective shares outstanding' in pretty much everything I do because that tends to be how Fairfax looks at things (and I have built my models years ago using their stuff as a starting point).

 

Bottom line, investors need to do the analysis (and uses a share amount / minority interest) in a way that works for them.  

 

Dilution really jumped in 2020 and 2021 when Fairfax's stock price went insanely low. Dilution the past 2 years appears to have slowed quite a bit. 

 

@TB What do you think? Should diluted share count be used everywhere?

 

Regarding diluted share count I would also love hearing what other board members think. I am not an accountant. And I have never seen details of how Fairfax's share based compensation program is structured (how the awards are made; what the vesting period is etc). I think it is long term in nature. I think Fairfax also has an employee stock purchase plan - my guess is Fairfax probably has a sweetener kicks - but again, I do not know the details (if there is a sweetener, is there a vesting period etc).  

 

 

Edited July 5 by Viking

[Viking]

1 hour ago, TB said:

Thanks Viking for the detailed response!

 

(a) India exposure - I feel there is a risk, not clear how much of a risk it is. It looks like there is several billion USD investment but I am not able to put down a precise number. Other India/Canada experts in the board may be able to weigh in for a better assessment. This is a good topic for discussion.

 

(b) Diluted shares, thanks for your detailed answer! You have raised some great points for which I have no answers.  In your table it shows 24,352,667 diluted shares on Dec 31 but in the annual report I found 25,006,116.  (page 100 in this report - https://www.fairfax.ca/wp-content/uploads/FFH_Fairfax-Financial-2023-Annual-Report.pdf ) So knowing answers to your questions would help everyone.

 

@TB Regarding the risks of investing in India, (you point to one) if you are that uncomfortable (you sound quite concerned) then you probably should just stay clear of Fairfax. I try and deal in facts and fundamentals. The successful Digit IPO happening is a fact. That suggests to me that the current tensions between the Canadian and Indian government are not impacting Fairfax. Now if we get new information/facts that suggest otherwise I will update my perspective/view. 

 

But to speculate and then try and layer that speculation onto an investing thesis... well investing is hard enough - good luck with that. Where are interest rates going to go? How bad will hurricane season be? Will a key person at Fairfax get hit by a bus? The things you could worry about is large. But that is true for every investment out there.

 

In terms of diluted shares, your 25 million number is the weighted average for 2023. The 24,352,667 number in my table is my guess of where diluted shares might be at May 10, 2024. I have 2023 year end diluted shares at 24.98 million. But as is the case with everything I share, people need to do their own due diligence - and make sure the numbers are accurate. I am human. (Ask my wife  )

 

[glider3834]

6 hours ago, TB said:

(b) India exposure - is this a risk given the political tensions between Canada and India governments?

I think this article helps answer this question of the impact more broadly (my underline below)

 

'In brief, the data show that thus far, economic ties have not been impacted significantly, likely due to two factors: consistency in the supply and demand on both sides, and a lack of signalling by either government that they intend to take steps to hamper business ties.'

 

https://www.asiapacific.ca/publication/despite-diplomatic-strains-canada-and-india-conduct-business

 

 

Edited July 5 by glider3834

[giulio]

for those looking for more info on executives/directors comp, you should search the attached file in sedar+.

the one I have is from last year, there should be an updated version.

IIRC executives have a low salary, max ~1M, and they receive a 100-200% bonus part cash and part in options.

the amount is at the discretion of the comp committee.

options have a 15-year maturity and exercise price is the closing market price of shares at grant date.

 

I might be wrong! 

 

G

management_info_circular.pdf

[Viking]

Over the next 2 weeks my plan is to review a number of Fairfax's asset sales from the past 7 or 8 years. My view is Fairfax continues to be a misunderstood company. What to do? Educate investors. Explain to them what has actually been happening at the company over the past 7 years. This will also provide much needed colour regarding the transformation that has happened at Fairfax (especially earnings). And help us better understand what might be coming in the future. Please share your thoughts / insights.

 

Future posts will review the following sales: First Capital, RiverStone Europe, Pet Insurance, Bank of Ireland, Corporate Bonds in late 2021 and Resolute Forest Products. Let me know if there are other 'sales' from the past 7 or 8 years that should be included/would be interesting to dig into. The focus is to provide more information on the breadth and quality of the decision making that has been happening at Fairfax for a long time now.

 

---------- 

 

ICICI Lombard – 2017 to 2019 – A Strategic Pivot in India

 

ICICI Lombard presents many outstanding examples of what Fairfax does well as a company:

 

1.     How strategic they are in their thinking. Back in 2001 who was thinking about investing in India? Fairfax was.

2.     How long term they are in their thinking. This investment did very little (return wise) for the first 10 years of its existence.

3.     The importance of picking the right partner. Fairfax nailed this by choosing to partner with ICICI Bank.

4.     Having a decentralized structure. Fairfax was not actively involved in operating the company.  

 

But we have an added and unexpected twist:

 

5.     The ability to pivot strategically when the facts change.  

 

What Fairfax accomplished with its P/C business in India over the past 7 years has been nothing short of epic. They completely disrupted what was a very successful situation/business model. Clayton Christensen (author of ‘The Innovator’s Dilemma’) would be proud. In 2016/17, Fairfax abruptly changed the strategic direction of their P/C insurance business in India. And they were successful. They have created billions of dollars in shareholder value in the process. But more importantly, they have secured their future in the growing P/C insurance market in India. Given the growth that is expected from the Indian economy in the coming decades, that is a big, big deal.

 

What happened?

 

Beginning in 2017, Fairfax executed a brilliant strategic pivot - away from longtime partner ICICI Lombard and to startup Digit. This was a very strategic, calculated, rational, gutsy, high risk / high reward decision. 

 

What was the financial impact?

 

From 2017 to 2019, Fairfax sold their entire 34.9% stake in ICICI Lombard for proceeds of about $1.6 billion. Between realized gains and share of profit of associates it looks to me like they generated a total return of about $1.3 billion pre-tax (I think minimal tax was paid due to the tax jurisdictions where the ICICI Lombard positions were held). 

 

In 2017, Fairfax seeded Digit. At December 31, 2023, Fairfax’s Digit position (49%) had a cost basis of $154 million and a fair value estimate of $2.265 billion = CAGR of 62%. In Q2-2024 Digit completed its IPO in India, so we should get a valuation update when Fairfax reports Q2 results. 

 

The bottom line is Fairfax harvested gains of around $1.3 billion (from the sale of ICICI Lombard) and have generated additional gains of +$2 billion (in Digit). That is $3.3 billion in shareholder value creation in the last 7.5 years. And they own a significant stake/control position in one of the fastest growing P/C insurers in India. 

 

The timing of Fairfax’s sale of ICICI Lombard is also important – 2017 and 2019. Total proceeds were $1.6 billion. Unlike today, this was a time when Fairfax needed the cash. Fairfax commented that some of the proceeds from the 2019 sale would be used to support the insurance subsidiaries grow in the hard market (that was just getting started). Bottom line, Fairfax was able to put the proceeds from the sale of ICICI Lombard to good use.

 

Why did Fairfax pivot from ICICI Lombard to Digit?

 

The facts changed. 

 

Fairfax’s partnership with ICICI Bank was the perfect fit from 2001 to 2016. But not in 2017. ICICI Bank wanted to take ICICI Lombard public - and they didn’t want to reduce their ownership position to below 55%. To go public, at least 25% of the shares needed to be owned by retail investors/public. This meant Fairfax would have to reduce its ownership in ICICI Lombard from 34.9% to 20%. 

 

Going public would reduce Fairfax’s ownership in ICICI Lombard by 42%. Fairfax is a P/C insurance company. They were looking to expand their P/C insurance business/exposure in India - not reduce it significantly.

 

What was the solution?

 

Seed startup P/C insurer Digit - and partner with Kamesh Goyal. Importantly, Fairfax would have a control position in Digit – which is something they never had with ICICI Lombard.

 

This move would require Fairfax to reduce their ownership in ICICI Lombard to 9.9%. India does not want cross ownership of P/C insurance companies. If you own a large position in one, the max position you can have in a second is 9.9%.

 

————

 

A short history of Fairfax’s investment in ICICI Lombard

 

Fairfax began its insurance journey in India in 2000. That was the year the government in India opened the property and casualty insurance industry to foreign investment. Fairfax partnered with ICICI Bank, a large private bank in India, and created a joint venture called ICICI-Lombard. Fairfax invested $10 million for an interest of 26% in the new venture, the maximum allowed by Indian law at the time.

 

ICICI-Lombard experienced rapid growth in the years that followed and by 2006, they had become the largest private general insurance company in India with a 12.5% market share. Over the years Fairfax made numerous capital infusions to support the growth of ICICI-Lombard and maintain their ownership at 26%.

 

In 2015, the Indian government allowed foreign ownership in insurance companies to increase to 49%. That year Fairfax purchased an additional stake of 9% in ICICI-Lombard from ICICI Bank for $234 million; this increased Fairfax’s ownership in ICICI-Lombard to 34.9%.

 

 

—————

 

Comments from Prem on ICICI Lombard from Fairfax’s 2017AR.

 

“ICICI Lombard is an Indian insurance company that we began in 2001 from scratch as a minority partner with ICICI Bank. Over the following 16 years, ICICI Lombard went on to become the largest non-government-owned property and casualty insurance company in India. Until fairly recently, our ownership interest was limited to 26% by government mandate. About three years ago, the government allowed the foreign ownership to go to 49%, which resulted in our going to 35% by buying 9% from ICICI Bank. Since then, given ICICI Lombard’s intent to go public, ICICI Bank wanting to control ICICI Lombard with at least 55% ownership, and Indian law requiring that the public own at least 25% of a public company, our ownership would be reduced to a mere 20%. As property and casualty insurance is our core business and we are very optimistic about the growth prospects in India, and as Indian law does not permit an ownership of 10% or more in more than one insurance company, we agreed with ICICI Bank that we would reduce our interest in ICICI Lombard to below 10% so that we could start our own property and casualty company in India, Digit. ICICI Lombard is a great company led by an exceptional leader, Bhargav Dasgupta, and we wish them much success in the years to come. We have thoroughly enjoyed our partnership with ICICI Bank and its CEO Chanda Kochhar and we wish them also much success in the future.”

 

“The reduction in our equity interest in ICICI Lombard from 35% to 9.9% resulted in cash proceeds of $909 million plus our continuing to own 45 million shares of ICICI Lombard worth $450 million at the IPO (now worth about $550 million) resulting in an after-tax gain of $930 million.”

 

Comments from Prem on Digit from Fairfax’s 2017AR.

 

“As I mentioned in the section on ICICI Lombard earlier, we are very excited to welcome Kamesh Goyal and his more than 240 employees at Digit to Fairfax. Kamesh built Bajaj Allianz from scratch to be the second largest non-government-owned P&C company in India and then spent a total of 17 years at Allianz, the last five years in Munich operating at the highest levels. He is building a digital property and casualty insurance company in India, which was created in December 2016 and has begun actively selling policies. We are very excited about the prospects of Digit.” 

 

From Fairfax’s 2017AR.

 

On July 6, 2017 the company sold a 12.2% equity interest in ICICI Lombard General Insurance Company Limited (‘‘ICICI Lombard’’) to private equity investors for net proceeds of $376.3 and a net realized investment gain of $223.3. On September 19, 2017 the company sold an additional 12.1% equity interest through participation in ICICI Lombard’s initial public offering for net proceeds of $532.2 and a net realized investment gain of $372.3. The company’s remaining 9.9% equity interest in ICICI Lombard was reclassified from the equity method of accounting to common stock at FVTPL, resulting in a $334.5 re-measurement gain. 

 

Comments from Prem on the exit from the ICICI Lombard investment from Fairfax’s 2019AR.

 

“We sold our last remaining position in ICICI Lombard in 2019 for $729 million. As I mentioned to you in our 2017 annual report, we helped build the largest private property and casualty company in India with our name, Lombard, very much continuing in the future. It has been a very profitable investment for us and we wish the management team, led by Bhargav Dasgupta, much success in the future.”

 

From Fairfax’s 2019AR.

 

“During 2019 the company sold its 9.9% equity interest in ICICI Lombard for gross proceeds of $729.0 and recognized a net gain on investment of $240.0 (realized gains of $311.2, of which $71.2 was recorded as unrealized gains in prior years), primarily related to the removal of the discount for lack of marketability previously applied by the company to the traded market price of its ICICI Lombard common stock.”

[Hoodlum]

It looks like Fairfax wants to divest this investment. 
 

https://www.lapresse.ca/affaires/entreprises/2024-07-03/concurrents-jusque-sur-le-marche-des-capitaux/bauer-et-ccm-pourraient-avoir-de-nouveaux-proprietaires-cet-ete.php

 

Similarly, Fairfax and Sagard are considering divesting Bauer, whose activities are grouped together under the Peak Achievement name, including the assets of Maverik, a lacrosse brand. The American bank Morgan Stanley is working on the deal, according to a person familiar with the situation who asked not to be named to avoid damaging his industry connections.