Fairfax Announces Pricing of Senior Notes Offering

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TORONTO, May 15, 2025 (GLOBE NEWSWIRE) — Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that it has priced a private offering of US$500,000,000 of senior notes due 2035 (the “2035 Notes”) at an issue price of 99.632% and US$400,000,000 of senior notes due 2055 (the “2055 Notes” and, together with the 2035 Notes, the “Notes”) at an issue price of 99.725%. The Notes will be unsecured senior obligations of Fairfax. The 2035 Notes will pay a fixed rate of interest of 5.750% per annum, and the 2055 Notes will pay a fixed rate of interest of 6.500% per annum.

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Fairfax intends to use the net proceeds of this offering to refinance, repay or redeem outstanding debt, equity or other corporate obligations of Fairfax and its subsidiaries, to pursue potential acquisition or investment opportunities (which may include acquisitions of minority interests in its subsidiaries), and for general corporate purposes. This may include the redemption or repurchase of certain of Fairfax’s previously issued debt or equity securities. As of the date of this press release, Fairfax has not made any determination as to the specific debt, equity or other corporate obligations to be repaid or redeemed, nor the amount, timing or method of such repurchase or redemption. Similarly, as of the date hereof, Fairfax has not made any determination as to the specific acquisitions or investment opportunities to be pursued, nor the cost, timing or method of such acquisitions or investments. Any such repurchase, redemption, acquisition or investment will be subject to market conditions. Any proceeds not used to refinance, repay or redeem outstanding debt, equity or other corporate obligations or to pursue potential acquisition or investment opportunities will be used for general corporate purposes, which may include to augment our cash position or to increase short-term investments and marketable securities held at the holding company level.

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Fairfax also intends to enter into a registration rights agreement in connection with the offering of the Notes. The offering is expected to close on or about May 20, 2025, subject to the satisfaction of customary closing conditions.

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The offering is being made solely by means of a private placement either to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes have not been and will not be qualified for sale under the securities laws of any province or territory of Canada and may not be offered or sold directly or indirectly in Canada or to or for the benefit of any resident of Canada, except pursuant to applicable prospectus exemptions.

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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 Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.