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Series G Preferred's


Redskin212
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Another $200M being raised - I think FFH must be taking advantage of the low rates.

 

Details below:

 

Fairfax Financial Holdings Limited.

Cumulative Floating Rate Preferred

Fairfax Financial Holdings Limited.

Cumulative 5-Year Rate Reset Preferred Shares, Series G

 

BOUGHT DEAL -    NI SYMBOL: FFHG

 

Issuer: Fairfax Financial Holdings Limited (“Fairfax Financial” or the “Company”).

 

Issue: Treasury offering of Cumulative 5-Year Rate Reset Preferred Shares, Series G (the “Series G Preferred Shares”).

 

Issue Size: $200,000,000 (8,000,000 Series G Preferred Shares).

 

Underwriters’ Option:

The Company has granted an option, exercisable by the underwriters at any time up to 9:00 a.m. on the date that is two business days prior to closing of the offering, to purchase up to an additional 2,000,000 Series G Preferred Shares (representing $50,000,000 at the Issue Price).

 

Issue Price: $25.00 per Series G Preferred Share.

 

Initial Dividend Rate: 5.0% per annum, payable quarterly for the Initial Fixed Rate Period (as defined below).

 

Dividends: Initial Fixed Rate Period:

 

• Fixed, cumulative, preferential cash dividends payable quarterly on the last business day of March, June, September and December at an annual rate of $1.25 per Series G Preferred Share, for the initial period ending on September 30, 2015 (the “Initial Fixed Rate Period”).  The first of such dividends, if declared, shall be payable on September 30, 2010 and shall be $0.21918 per Series G Preferred Share, based on the anticipated closing of the treasury offering of the Series G Preferred Shares on July 28, 2010.

 

Subsequent Fixed Rate Periods:

 

• For every five-year period after the Initial Fixed Rate Period (a “Subsequent Fixed Rate Period”), Fairfax Financial will determine on the 30th day prior to the first day of a Subsequent Fixed Rate Period, the annual cumulative fixed dividend rate applicable to that Subsequent Fixed Rate Period (the “Annual Fixed Dividend Rate”). 

• The Annual Fixed Dividend Rate will be equal to the 5-Year Government of Canada Bond Yield (“GCAN5YR”) plus 2.56% as quoted on Bloomberg (see quote or “GCAN5YR <INDEX>”) or comparable sources at 10:00 a.m. (Toronto time) on the 30th day prior to the first day of a Subsequent Fixed Rate Period. 

 Fixed, Cumulative, preferential cash dividends payable quarterly on the last business day of March, June, September and December, based on the Annual Fixed Dividend Rate.

 

Conversion: Election to Convert:

 

• On September 30, 2015 and on September 30 every five years thereafter (each a “Series G Conversion Date”), the holders of Series G Preferred Shares will have the right to elect to convert (subject to the Automatic Conversion provision described below) any or all of their Series G Preferred Shares into an equal number of Cumulative Floating Rate Preferred Shares, Series H (the “Series H Preferred Shares”).  Should any such September 30 not be a business day, the Series G Conversion Date will be the next succeeding business day.

 

Election Notice:

 

• Holders of Series G Preferred Shares who elect to convert their Series G Preferred Shares into Series H Preferred Shares on the Series G Conversion Date are required to provide Fairfax Financial with written notice (an “Election Notice”) on a date not earlier than the 30th day and not later than 5:00 p.m. (Toronto time) on the 15th day preceding the applicable Series G Conversion Date.  Once received by Fairfax Financial, an Election Notice is irrevocable.

 

Automatic Conversion:

 

• If Fairfax Financial determines that after giving effect to any Election Notices received by Fairfax Financial during the time fixed therefor there would be less than 1,000,000 Series G Preferred Shares issued and outstanding on the applicable Series G Conversion Date, then all of the issued and outstanding Series G Preferred Shares will automatically be converted on such Series G Conversion Date into an equal number of Series H Preferred Shares (“Automatic Conversion”). 

 

Notice of Series G Conversion Date, next Annual Fixed Dividend Rate and Floating Quarterly Dividend Rate:

 

• Notice of a Series G Conversion Date and a form of Election Notice will be given by Fairfax Financial at least 30 days and not more than 60 days prior to the Series G Conversion Date. 

• Notice of the Annual Fixed Dividend Rate for the upcoming Subsequent Fixed Rate Period and the Floating Quarterly Dividend Rate will be provided by Fairfax Financial on the 30th day prior to each Series G Conversion Date. 

 

Not electing to convert and continuing to hold Series G Preferred Shares:

 

• If Fairfax Financial does not receive an Election Notice from a holder of Series G Preferred Shares during the time fixed therefor, then the Series G Preferred Shares shall be deemed not to have been converted (except in the case of an Automatic Conversion).

 

Redemption for Cash: The Series G Preferred Shares will not be redeemable prior to September 30, 2015.  Subject to the provisions in the Prospectus and Supplement, on September 30, 2015 and on September 30 every five years thereafter, on not more than 60 nor less than 30 days’ notice, Fairfax Financial may, at its option, redeem all or any number of the then outstanding Series G Preferred Shares upon payment in cash for each Series G Preferred Share so redeemed of an amount equal to $25.00 per Series G Preferred Share together with all accrued and unpaid dividends (whether or not declared) to the date fixed for redemption.  Should any such September 30 not be a business day, the redemption date in that year will be the next succeeding business day.

 

Purchase for Cancellation: Subject to the provisions in the Prospectus and Supplement, Fairfax Financial may at any time purchase for cancellation any Series G Preferred Shares at the lowest price or prices at which, in the opinion of the Board of Directors of Fairfax Financial, such shares are obtainable.

 

Rights on Liquidation: In the event of the liquidation, dissolution or winding-up of Fairfax Financial, the holders of the Series G Preferred Shares shall be entitled to receive $25.00 per Series G Preferred Share together with all dividends accrued and unpaid (whether or not declared) to the date of payment before any amount shall be paid or any assets of Fairfax Financial distributed to the holders of the Company’s Multiple Voting Shares, Subordinate Voting Shares, or any other shares ranking junior to the Series G Preferred Shares.  The holders of the Series G Preferred Shares shall not be entitled to share in any further distribution of the assets of Fairfax Financial.

 

Ratings: S&P: P-3.

DBRS: Pfd-3(low).

 

Priority: The Series G Preferred Shares will rank on parity with the Preferred Shares of every other series and will rank in priority to the Subordinate Voting Shares and Multiple Voting Shares and over any other shares ranking junior to the Series G Preferred Shares with respect to dividends and return of capital in the event of liquidation, dissolution or winding-up of Fairfax Financial.

 

Use of Proceeds: Fairfax intends to use the net proceeds of the offering to augment its cash position, to increase short term investments and marketable securities held at the holding company level, to retire outstanding debt and other corporate obligations from time to time, and for general corporate purposes.

 

Voting Rights: Subject to applicable law, the holders of the Series G Preferred Shares will not be entitled to receive notice of or to attend or to vote at any meeting of the shareholders of the Company unless the Company has not paid the dividends accrued and payable for any eight quarters, whether or not consecutive and whether or not such dividends shall have been declared by the Board of Directors of the Company, on the Series G Preferred Shares at the applicable dividend rate for such shares. 

In such case, the holders of the Series G Preferred Shares will be entitled to receive notice of and to attend all meetings of shareholders, other than meetings at which only holders of another specified class or series are entitled to vote, and to vote together with all other shareholders of the Company entitled to vote at such meetings on the basis of one vote for each Series G Preferred Share held. Such voting rights of the holders of the Series G Preferred Shares shall forthwith cease upon payment by the Company of all accrued but unpaid dividends on Series G Preferred Shares until such time as the Company may again fail to pay the applicable dividend for any eight quarters, in which event such voting rights will become effective again and so on from time to time.

 

Eligibility: Eligible for investment for RRSPs, RESPs, RRIFs, TFSAs and DPSPs.

 

Listing: Application will be made to list the Series G Preferred Shares on the Toronto Stock Exchange.

 

Form of Offering: Public offering in all provinces and territories of Canada by way of supplement (the “Supplement”) to a short form base shelf prospectus (the “Prospectus”) dated September 25, 2009.

 

Tax on Series G Preferred Shares: Fairfax Financial will elect to pay tax under Part VI.1 of the Income Tax Act (Canada) at such a rate that no tax under Part IV.1 of such Act will be payable by holders of the Series G Preferred Shares.

 

Commission:

$0.40

 

Closing: On or about July 28, 2010.

 

Shares, Series H

 

Terms and Conditions

 

Issuer: Fairfax Financial Holdings Limited (“Fairfax Financial” or the “Company”).

 

Issue: Cumulative Floating Rate Preferred Shares, Series H (the “Series H Preferred Shares”).

 

Dividends: Quarterly Dividend Payments:

 

• Cumulative, preferential cash dividends payable quarterly on the last business day of March, June, September and December (the “Quarterly Dividend Payment Date”) at the Floating Quarterly Dividend Rate (as defined below).

 

Floating Quarterly Dividend Rate:

 

• The Floating Quarterly Dividend Rate for a quarter will be equal to the 90-day Canadian Treasury Bill Rate (“T-Bill Rate”) plus 2.56%, on an actual/365 day count basis. The T-Bill Rate will be calculated using the 3-month average results, as reported by the Bank of Canada, for the most recent auction preceding the date on which the Floating Quarterly Dividend Rate for such quarter is determined.  Auction results are posted on Reuters page BOCBILL.

• The Floating Quarterly Dividend Rate for such quarter will be determined 30 days prior to the first day of the quarter by Fairfax Financial.

 

Conversion: Election to Convert:

 

• On September 30, 2020 and on September 30 every five years thereafter (each a “Series H Conversion Date”), the holders of Series H Preferred Shares have the right to elect to convert (subject to the Automatic Conversion provision described below) any or all of their Series H Preferred Shares into an equal number of Cumulative 5-Year Rate Reset Preferred Shares, Series G (the “Series G Preferred Shares”).  Should any such September 30 not be a business day, the Series H Conversion Date in that year will be the next succeeding business day.

 

Election Notice:

 

• Holders of Series H Preferred Shares who elect to convert their Series H Preferred Shares into Series G Preferred Shares on the Series H Conversion Date are required to provide Fairfax Financial with written notice (an “Election Notice”) on a date not earlier than the 30th day and not later than 5:00 p.m. (Toronto time) on the 15th day preceding the applicable Series H Conversion Date.  Once received by Fairfax Financial, an Election Notice is irrevocable.

 

Automatic Conversion:

 

• If Fairfax Financial determines that after giving effect to any Election Notices received by Fairfax Financial during the time fixed therefor there would be less than 1,000,000 Series H Preferred Shares issued and outstanding on the applicable Series H Conversion Date, then all of the issued and outstanding Series H Preferred Shares will automatically be converted on such Series H Conversion Date into an equal number of Series G Preferred Shares (“Automatic Conversion”).   

Notice of Series H Conversion Date, Floating Quarterly Dividend Rate and next Annual Fixed Dividend Rate :

 

• Notice of a Series H Conversion Date and a form of Election Notice will be given by Fairfax Financial at least 30 days and not more than 60 days prior to the Series H Conversion Date. 

• Notice of the Floating Quarterly Dividend Rate and the annual fixed dividend rate on the Series G Preferred Shares (the “Annual Fixed Dividend Rate”) for the upcoming five-year period, after the initial period ending on September 30, 2015, (a “Subsequent Fixed Rate Period”) will be provided by Fairfax Financial on the 30th day prior to each Series H Conversion Date.

 

Not electing to convert and continuing to hold Series H Preferred Shares:

 

• If Fairfax Financial does not receive an Election Notice from a holder of Series H Preferred Shares during the time fixed therefor, then the Series H Preferred Shares shall be deemed not to have been converted (except in the case of an Automatic Conversion).

 

Redemption for Cash: Subject to the provisions in the Prospectus and Supplement, on September 30, 2020 and on September 30 every five years thereafter, on not more than 60 nor less than 30 days’ notice, Fairfax Financial may, at its option, redeem all or any number of the then outstanding Series H Preferred Shares upon payment in cash for each Series H Preferred Share so redeemed of an amount equal to $25.00 per Series H Preferred Share together with all accrued and unpaid dividends (whether or not declared) to the date fixed for redemption.  Subject to the provisions in the Prospectus and Supplement, on any other date after September 30, 2015 that is not a Series H Conversion Date, on not more than 60 nor less than 30 days’ notice, Fairfax Financial may, at its option, redeem all or any part of the then outstanding Series H Preferred Shares upon payment in cash for each Series H Preferred Share so redeemed of an amount equal to $25.50 per Series H Preferred Share together with all accrued and unpaid dividends (whether or not declared) to the date fixed for redemption.  Should any such September 30 not be a business day, the redemption date in that year will be the next succeeding business day.

 

Purchase for Cancellation: Subject to the provisions in the Prospectus and Supplement, Fairfax Financial may at any time purchase for cancellation any Series H Preferred Shares at the lowest price or prices at which in the opinion of the Board of Directors of Fairfax Financial such shares are obtainable.

 

Rights on Liquidation: In the event of the liquidation, dissolution or winding-up of Fairfax Financial, the holders of the Series H Preferred Shares shall be entitled to receive $25.00 per Series H Preferred Share together with all dividends accrued and unpaid (whether or not declared) to the date of payment before any amount shall be paid or any assets of Fairfax Financial distributed to the holders of the Company’s Multiple Voting Shares, Subordinate Voting Shares, or any other shares ranking junior to the Series H Preferred Shares.  The holders of the Series H Preferred Shares shall not be entitled to share in any further distribution of the assets of Fairfax Financial.

 

Priority: The Series H Preferred Shares will rank on parity with the Preferred Shares of every other series and will rank in priority to the Subordinate Voting Shares and Multiple Voting Shares and over any other shares ranking junior to the Series H Preferred Shares with respect to dividends and return of capital in the event of liquidation, dissolution or winding-up of Fairfax Financial.

 

Voting Rights: Subject to applicable law, the holders of the Series H Preferred Shares will not be entitled to receive notice of or to attend or to vote at any meeting of the shareholders of the Company unless the Company has not paid the dividends accrued and payable for any eight quarters, whether or not consecutive and whether or not such dividends shall have been declared by the Board of Directors of the Company, on the Series H Preferred Shares at the applicable dividend rate for such shares.

In such case, the holders of the Series H Preferred Shares will be entitled to receive notice of and to attend all meetings of shareholders, other than meetings at which only holders of another specified class or series are entitled to vote, and to vote together with all other shareholders of the Company entitled to vote at such meetings on the basis of one vote for each Series H Preferred Share held.  Such voting rights of the holders of the Series H Preferred Shares shall forthwith cease upon payment by the Company of all accrued but unpaid dividends on Series H Preferred Shares until such time as the Company may again fail to pay the applicable dividend for any eight quarters, in which event such voting rights will become effective again and so on from time to time.

 

Listing: Application will be made to list the Series H Preferred Shares on the Toronto Stock Exchange.

 

Eligibility: Eligible for investment for RRSPs, RESPs, RRIFs, TFSAs and DPSPs.

 

Tax on Series H Preferred Shares: Fairfax Financial will elect to pay tax under Part VI.1 of the Income Tax Act (Canada) at such a rate that no tax under Part IV.1 of such Act will be payable by holders of the Series H Preferred Shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fairfax Financial Holdings Limited

Cumulative 5-Year Rate Reset Preferred Shares, Series G

 

Syndicate

 

BMO Capital Markets (1) 18.0%

CIBC (1) 18.0%

RBC Capital Markets (1) 18.0%

Scotia Capital Inc. (1) 18.0%

TD Securities Inc. 9.0%

National Bank Financial Inc. 7.0%

Cormark Securities Inc. 3.0%

GMP Securities L.P. 3.0%

Canaccord Genuity Corp. 2.0%

Desjardins Securities Inc. 2.0%

HSBC Securities (Canada) Inc. 2.0%

        100.0%

 

 

 

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