FFH Issues Senior Debt, Will Redeem Some Prefs, Maybe

Fairfax Financial Holdings Limited has announced:

that it intends to offer (i) C$450 million in aggregate principal amount of Senior Notes due 2034 (the “2034 Notes”) to be priced at C$99.929 per C$100 principal amount, and (ii) C$250 million in aggregate principal amount of Senior Notes due 2054 (the “2054 Notes” and, together with the 2034 Notes, the “Senior Notes”) to be priced at C$100 per C$100 principal amount (the “Offering”). The Senior Notes will be offered through a syndicate of dealers to be led by BMO Nesbitt Burns Inc., CIBC World Markets Inc., RBC Dominion Securities Inc. and Scotia Capital Inc., as joint bookrunners, and including Merrill Lynch Canada Inc., National Bank Financial Inc., TD Securities Inc., Citigroup Global Markets Canada Inc., Desjardins Securities Inc., J.P. Morgan Securities Canada Inc., and Mizuho Securities Canada Inc., as agents. The 2034 Notes will pay a fixed rate of interest of 4.73% per annum and the 2054 Notes will pay a fixed rate of interest of 5.23% per annum. The Senior Notes will be unsecured obligations of Fairfax.

Fairfax intends to use the net proceeds of the Offering to redeem, in whole or in part, one or more series of its outstanding cumulative 5-year rate reset preferred shares or cumulative floating rate preferred shares (each such series, “Preferred Shares”) in accordance with their applicable terms. As of the date of this press release, Fairfax has not made any determination as to the specific series of Preferred Shares to be redeemed, nor the amount, timing or method of repayment. Any redemption of Preferred Shares will be subject to market conditions. Any proceeds not used to redeem Preferred Shares will be used for general corporate purposes. The Offering is expected to close on or about November 22, 2024, subject to the satisfaction of customary conditions.

The Senior Notes will be offered in all provinces and territories of Canada pursuant to Fairfax’s base shelf prospectus dated October 11, 2023 (the “base shelf prospectus”), as supplemented by a prospectus supplement (the “shelf prospectus supplement”) to be filed with the Canadian securities regulators in all of the provinces and territories of Canada. Access to the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to such documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The base shelf prospectus is accessible, and the shelf prospectus supplement will be accessible within two business days from the date hereof, through SEDAR+ at www.sedarplus.ca.

The Senior Notes are offered under the shelf prospectus supplement. An electronic or paper copy of the shelf prospectus supplement, the base shelf prospectus and any amendment to the documents may be obtained, without charge, from: BMO Nesbitt Burns Inc. at DCMCADSyndicateDesk@bmo.com, CIBC World Markets Inc. at mailbox.cibcdebtsyndication@cibc.com, RBC Dominion Securities Inc. at torontosyndicate@rbccm.com or Scotia Capital Inc. at syndicate.toronto@scotiabank.com; by providing the contact with an email address or address, as applicable. The base shelf prospectus and shelf prospectus supplement contain important, detailed information about Fairfax and the proposed Offering. Prospective investors should read the base shelf prospectus and shelf prospectus supplement (when filed) before making an investment decision.

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 primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

This had a huge effect on the market yesterday – when word of the marketting for this issue got out – when most of the FFH preferreds scored returns in the 10-15% range, lifting the TXPR index up over 30bp all by themselves.

The most obvious candidate for redemption is FFH.PR.C, given that its next exchange date is 2024-12-31 and otherwise will reset at +315; but another good candidates is FFH.PR.M (2025-3-31, +398). FFH.PR.K is +351, but doesn’t reset until 2027-3-31; FFH.PR.E resets 2025-3-31, but is only +216. So you guess! There are 10-million shares outstanding of FFH.PR.C / FFH.PR.D (its FixedFloater counterpart) and 9.2-million of FFH.PR.M.

Affected issues are the FixedResets FFH.PR.C, FFH.PR.E, FFH.PR.G, FFH.PR.I, FFH.PR.K, FFH.PR.M and the FloatingResets FFH.PR.D, FFH.PR.F, FFH.PR.H and FFH.PR.J.

Thanks to Assiduous Reader prefman for bringing this to my attention!

6 Responses to “FFH Issues Senior Debt, Will Redeem Some Prefs, Maybe”

  1. stusclues says:

    The spread for a hypothetical new issue of FFH is down to 3.6% today. BN’s equivalent is at 4.3%. Some re-pricing is in order.

  2. stusclues says:

    “The spread for a hypothetical new issue of FFH ”

    For a fixed reset of course.

  3. jiHymas says:

    One problem with pricing BN issues on a fundamental basis is the total value of their shares when taken together with the others in the “BN Group”.

    In the November PrefLetter, I showed that the total weight of the BN Group (BEP, BIP, BN, BRF) in CPD (and therefore very closely in TXPR) was 12.80% as of 2024-10-31.

    This is going to be too much for many institutional managers to ever overweight, however much they may like the name(s) – it’s a “saturation problem” that afflicts a few other issuers, such as the “POW Group”, Enbridge, and (as far as I’ve ever been able to work out) a few SplitShare issuers. There’s just so damn much paper outstanding that everybody with any appetite for the name is filled up to the gills with it and the issues are still cheap anyway!

    In conventional terms, we could say that the demand curve is very flat for these issuers, once a certain ‘saturation point’ has been reached.

  4. stusclues says:

    “In conventional terms, we could say that the demand curve is very flat for these issuers, once a certain ‘saturation point’ has been reached.”

    This goes some way towards explaining why the BPO FRs continue to trade at such a large spread (7.7% on Friday). Anyone with eyes on the FR market are hamstrung in their ability to take them on. The big question for all the FRs is when or if the demand pool starts growing again? The answer probably includes some form of “too late” for those relying on their investment advisors to bring them back.

  5. […] Thanks to Assiduous Reader IrateAR for bringing this to my attention! […]

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