UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
| For the month of: December 2020 | Commission File Number: 001-31556 |
FAIRFAX
FINANCIAL HOLDINGS LIMITED
(Name of Registrant)
95 Wellington Street West
Suite 800
Toronto, Ontario
Canada M5J 2N7
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F ¨ | Form 40-F x |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FAIRFAX FINANCIAL HOLDINGS LIMITED | |||
Date: December 2, 2020 |
By: |
/s/ Eric P. Salsberg | |
| Name: | Eric P. Salsberg | ||
| Title: | Vice President, Corporate Affairs and Corporate Secretary | ||
Exhibit 99.1
FAIRFAX News Release
TSX Stock Symbol: FFH and FFH.U
TORONTO, December 2, 2020
FAIRFAX ANNOUNCES SALE OF RIVERSTONE EUROPE TO CVC
Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that it has entered into a binding agreement with CVC Capital Partners (“CVC”) to sell all of its interests in RiverStone Europe to CVC Strategic Opportunities Fund II. OMERS, the pension plan for Ontario’s municipal employees, has also agreed to sell all of its interests in RiverStone Europe as part of the transaction.
The purchase price to be received by Fairfax on closing of the transaction is approximately US$750 million. Fairfax will also be entitled to receive up to US$235.7 million post-closing under a contingent value instrument. Luke Tanzer will remain the Managing Director of RiverStone Europe and Nick Bentley, the Chief Executive Officer of the RiverStone Group, will remain on the board of RiverStone Europe post-closing.
After closing, RiverStone Europe will also operate under the name RiverStone International and will seek to continue its successful track record of acquisitions and growth led by its existing management team.
“We are very pleased to enter into this transaction with CVC,” said Prem Watsa, Chairman and Chief Executive Officer of Fairfax. “RiverStone Europe is an industry leader in run-off insurance services, and CVC’s scale and vision will give RiverStone Europe, under the continued leadership of Luke and his management team, the opportunity to further grow the business. Nick and Luke are also fully supportive of this transaction, based on their strong beliefs that it was the best way for RiverStone Europe to continue to grow and pursue run-off transactions. We wish Luke and all of the employees at Riverstone Europe much success in the future. Fairfax remains committed to continuing to grow its other European businesses, including its Lloyd’s of London activities.”
“I am extremely happy to partner with CVC in this next chapter of our development,” said Luke Tanzer, Managing Director of RiverStone Europe. “This transaction will provide us with a runway for further growth as we continue to offer the most trusted and effective run-off solutions in the insurance market. We look forward to joining the CVC family and benefitting from their deep experience of financial services, global network and long term pool of capital.”
“As one of the largest global consolidators of non-life run-off insurance books, with a leading position in the UK and Lloyd’s market, embedded cash flows and a predictable financial profile, RiverStone Europe is ideally suited to CVC’s Strategic Opportunities platform, which specializes in backing established businesses in stable markets that have long term growth ambitions,” said Peter Rutland, Managing Partner and Head of Financial Services at CVC. “We have got to know RiverStone and Fairfax over many years, and are delighted to now have the opportunity to work with Luke Tanzer and his experienced team.”
FAIRFAX FINANCIAL HOLDINGS LIMITED
95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7 Telephone: 416-367-4941 Facsimile: 416-367-4946
The transaction is subject to customary closing conditions, including various regulatory approvals, and is expected to close in early 2021.
Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and the associated investment management.
CVC is making this acquisition through Strategic Opportunities Fund II, a vehicle designed to invest in high-quality businesses that are suited to longer hold investment horizons.
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For further information contact: Fairfax: John Varnell, Vice President, Corporate Development at (416) 367-4941
CVC: Carsten Huwendiek, Global Head, Marketing &
Communications at +44 207 420 4200
2
Exhibit 99.2
FAIRFAX News Release
TSX Stock Symbol: FFH and FFH.U
TORONTO, December 2, 2020
FAIRFAX ANNOUNCES
RESET DIVIDEND RATE ON ITS SERIES I PREFERRED SHARES
AND
QUARTERLY DIVIDEND ON SERIES C, D, E, F, G, H, I, J, K AND M PREFERRED SHARES
AND
QUARTERLY DIVIDEND RATE FOR SERIES D, F, H AND J PREFERRED SHARES
Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that it has determined the fixed dividend rate on its Cumulative 5-Year Rate Reset Preferred Shares, Series I (the “Series I Shares”) (TSX: FFH.PR.I) for the five years commencing January 1, 2021 and ending December 31, 2025. The fixed quarterly dividends on the Series I Shares during that period, if and when declared, will be paid at an annual rate of 3.327% (C$0.207938 per share per quarter).
Holders of Series I Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on December 16, 2020, to convert all or part of their Series I Shares, on a one-for-one basis, into Cumulative Floating Rate Preferred Shares, Series J (the “Series J Shares”) (TSX: FFH.PR.J), effective December 31, 2020. The quarterly floating rate dividends on the Series J Shares will be paid at an annual rate, calculated for each quarter, of 2.85% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend rate in respect of the December 31, 2020 to March 30, 2021 dividend period for the Series J Shares will be 0.72962% (2.95901% on an annualized basis) and the dividend for such dividend period, if and when declared, will be C$0.18240 per share, payable on March 30, 2021.
Holders of Series J Shares also have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on December 16, 2020, to convert all or part of their Series J Shares, on a one-for-one basis, into Series I Shares, effective December 31, 2020. Holders of the Series J Shares who elect to convert their shares by the conversion deadline will receive Series I Shares effective December 31, 2020 and will be entitled to receive, if and when declared, the fixed-rate dividend as described above.
Holders of Series I Shares are not required to elect to convert all or any part of their Series I Shares into Series J Shares and holders of Series J Shares are not required to elect to convert all or any part of their Series J Shares into Series I Shares. Holders of the Series I Shares who do not elect to convert their shares by the conversion deadline will retain their Series I Shares and will receive the fixed-rate dividend as described above (subject to the automatic conversion features described below). Holders of the Series J Shares who do not elect to convert their shares by the conversion deadline will retain their Series J Shares and will receive the floating-rate dividend as described above (subject to the automatic conversion features described below).
As provided in the share conditions of the Series I Shares and the Series J Shares: (i) if Fairfax determines that there would be fewer than 1,000,000 Series I Shares outstanding after December 31, 2020, all remaining Series I Shares will be automatically converted into Series J Shares on a one-for-one basis effective December 31, 2020 and Fairfax will cause the return of all Series J Shares tendered for conversion into Series I Shares; and (ii) if Fairfax determines that there would be fewer than 1,000,000 Series J Shares outstanding after December 31, 2020, all remaining Series J Shares will be automatically converted into Series I Shares on a one-for-one basis effective December 31, 2020 and Fairfax will cause the return of all Series I Shares tendered for conversion into Series J Shares.
FAIRFAX FINANCIAL HOLDINGS LIMITED
95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7 Telephone: 416-367-4941 Facsimile: 416-367-4946
There are currently 10,465,553 Series I Shares and 1,534,447 Series J Shares outstanding. The Series I Shares and the Series J Shares are listed on the Toronto Stock Exchange under the trading symbols “FFH.PR.I” and “FFH.PR.J”, respectively.
Fairfax also announces that it has declared the following quarterly dividends per share on its preferred shares:
| Series of Preferred Shares | Dividend (C$) | Payment Date | Record Date | |||||
| Series C | 0.294313 | December 31, 2020 | December 15, 2020 | |||||
| Series D | 0.20788 | December 30, 2020 | ||||||
| Series E | 0.198938 | December 31, 2020 | ||||||
| Series F | 0.14550 | December 30, 2020 | ||||||
| Series G | 0.185125 | December 31, 2020 | ||||||
| Series H | 0.17070 | December 30, 2020 | ||||||
| Series I | 0.23175 | December 31, 2020 | ||||||
| Series J | 0.18898 | December 30, 2020 | ||||||
| Series K | 0.291938 | December 31, 2020 | ||||||
| Series M | 0.312688 | December 31, 2020 | ||||||
Applicable Canadian withholding tax will be applied to dividends payable to non-residents of Canada.
Fairfax has also determined the quarterly dividend rates in respect of the December 31, 2020 to March 30, 2021 dividend period for its other floating rate preferred shares. The rates, together with the dividends per share payable for such period (if and when declared), are set forth below:
| Series of Preferred Shares | Rate (%) | Annualized Rate (%) | Dividend (C$) | |||||||||
| Series D | 0.80359 | 3.25901 | 0.20090 | |||||||||
| Series F | 0.55948 | 2.26901 | 0.13987 | |||||||||
| Series H | 0.65811 | 2.66901 | 0.16453 | |||||||||
Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and the associated investment management.
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| For further information contact: | John Varnell, Vice President, Corporate Development, at |
| (416) 367-4941 |