- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
08 Septiembre 2009 - 8:12AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Registration No. 333-161637
September 8, 2009
FAIRFAX FINANCIAL HOLDINGS LIMITED
Treasury Offering of Subordinate Voting Shares
Term Sheet
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Issuer:
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Fairfax Financial Holdings Limited (Fairfax or the Company)
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Issue:
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2,881,844 subordinate voting shares (the
Shares) from Treasury. A total of 600,000 Shares are being
offered on an underwritten basis (the Underwritten Offering)
and up to 2,281,844 Shares are being offered on an agency basis (the Agency Offering)
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Issue Price:
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US$347.00 per Share. The Shares will only be offered in US$.
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Amount:
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US$1.0 billion comprised of
US$208.2 million
as part of the Underwritten Offering and up to approximately
US$791.8 million as part of the Agency Offering.
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Use of Proceeds:
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The net proceeds of the Issue, together with available cash on
hand (if necessary), will be used to complete the proposed
acquisition of the public minority interest in Odyssey Re
Holdings Corp. (the Proposed Acquisition). The aggregate
cash consideration payable by Fairfax under the Proposed
Acquisition is approximately US$960.4 million. If Fairfax
does not raise sufficient funds under the Issue to complete
the Proposed Acquisition, or if Fairfax is otherwise
unsuccessful in completing the Proposed Acquisition, then
Fairfax intends to use the net proceeds from the Issue to
augment its cash position, to increase short term investments
and marketable securities held at the holding company, to
retire outstanding debt and other corporate obligations from
time to time, and for general corporate purposes.
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Offering Basis:
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The Shares will be offered publicly by way of Short Form Base
Shelf Prospectus (filed on August 31, 2009) and a Prospectus
Supplement to be filed in all provinces and territories of
Canada and in the United States in a Registration Statement on
Form F-10 pursuant to the Multi-Jurisdictional Disclosure
System (MJDS) and internationally on a private placement basis
as expressly permitted.
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Underwriting Basis:
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The Underwritten Offering will be completed on a bought deal
basis subject to formation of a mutually agreed upon syndicate
and conventional bought deal termination provisions to be
included in a definitive underwriting agreement. The Agency
Offering will be completed on a best efforts basis subject
to entering into a definitive agency agreement.
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Listing:
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Fairfaxs existing subordinated voting shares are listed on
the TSX and on the New York Stock Exchange under the symbol
FFH.
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Eligibility:
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Eligible for RRSPs, RRIFs, RESPs, TFSAs and DPSPs.
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Bookrunner:
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CIBC.
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Syndicate:
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CIBC 20/BofA 20/SC 20/BMO 15/RBC
15/Cormark 4/GMP 4/Citi 2
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Closing:
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September 11, 2009.
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The issuer has filed a registration statement (including a prospectus) with the United States
Securities and Exchange Commission (SEC) for the offering to which this communication
relates. Before you invest, you should read the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete information about the
issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC
Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus or you may request it
from CIBC World Markets Corp., 425 Lexington Avenue, 5th Floor, New York, New York, 10017, by
fax at 212-667-6303 or by e-mail at
useprospectus@us.cibc.com
or in Canada from CIBC World
Markets Inc. at 416-594-7270.
Fairfax (NYSE:FFH)
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