Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
December 28 2023 - 4:29PM
Edgar (US Regulatory)
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 2023 |
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:
EXHIBIT INDEX
SIGNATURES
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.
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FAIRFAX FINANCIAL HOLDINGS LIMITED |
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Date: December 28, 2023 |
By: |
/s/ Derek Bulas |
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Name: |
Derek Bulas |
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Title: |
Vice President and Chief Legal Officer |
Exhibit 99.1
FAIRFAX News Release
TSX Stock Symbol: FFH and FFH.U
TORONTO, December 28, 2023
FAIRFAX ANNOUNCES EARLY REDEMPTION OF
FAIRFAX (US) INC. SENIOR NOTES DUE AUGUST 13, 2024
Fairfax Financial Holdings Limited (“Fairfax”)
(TSX: FFH and FFH.U) announces that, on January 29, 2024, its wholly-owned subsidiary, Fairfax (US) Inc., is redeeming all of its
outstanding 4.875% senior notes due August 13, 2024 (the “Notes”) at a redemption price to be calculated on January 24,
2024 in accordance with the terms of the Notes, plus accrued and unpaid interest. There is US$279,305,000 principal amount of Notes currently
outstanding. The Notes are fully, unconditionally and irrevocably guaranteed by Fairfax.
Questions regarding the redemptions of the Notes
may be directed to The Bank of New York Mellon, as Trustee, as follows:
The Bank of New York Mellon
240 Greenwich Street, Floor 7 East
New York, NY 10286
Fairfax is a holding company which, through its
subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.
-30-
For further information, contact: John Varnell,
Vice President, Corporate Development at (416) 367-4941
FAIRFAX FINANCIAL HOLDINGS LIMITED
95 Wellington Street West, Suite 800,
Toronto, Ontario, M5J 2N7 Telephone: 416-367-4941 Facsimile: 416-367-4946
Certain statements contained herein may constitute
“forward-looking statements” and are made pursuant to the “safe harbour” provisions of the United States Private
Securities Litigation Reform Act of 1995 and any applicable Canadian securities regulations. Such forward-looking statements are subject
to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Fairfax
to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, but are not limited to: our ability to complete acquisitions and other strategic transactions on the terms and timeframe
contemplated and to achieve the anticipated benefits therefrom; a reduction in net earnings if our loss reserves are insufficient; underwriting
losses on the risks we insure that are higher or lower than expected; the occurrence of catastrophic events with a frequency or severity
exceeding our estimates; unfavourable changes in market variables, including interest rates, foreign exchange rates, equity prices and
credit spreads, which could negatively affect our investment portfolio; the cycles of the insurance market and general economic conditions,
which can substantially influence our and our competitors’ premium rates and capacity to write new business; insufficient reserves
for asbestos, environmental and other latent claims; exposure to credit risk in the event our reinsurers fail to make payments to us under
our reinsurance arrangements; exposure to credit risk in the event our insureds, insurance producers or reinsurance intermediaries fail
to remit premiums that are owed to us or failure by our insureds to reimburse us for deductibles that are paid by us on their behalf;
our inability to maintain our long term debt ratings, the inability of our subsidiaries to maintain financial or claims paying ability
ratings and the impact of a downgrade of such ratings on derivative transactions that we or our subsidiaries have entered into; risks
associated with implementing our business strategies; the timing of claims payments being sooner or the receipt of reinsurance recoverables
being later than anticipated by us; risks associated with any use we may make of derivative instruments; the failure of any hedging methods
we may employ to achieve their desired risk management objective; a decrease in the level of demand for insurance or reinsurance products,
or increased competition in the insurance industry; the impact of emerging claim and coverage issues or the failure of any of the loss
limitation methods we employ; our inability to access cash of our subsidiaries; our inability to obtain required levels of capital on
favourable terms, if at all; the loss of key employees; our inability to obtain reinsurance coverage in sufficient amounts, at reasonable
prices or on terms that adequately protect us; the passage of legislation subjecting our businesses to additional adverse requirements,
supervision or regulation, including additional tax regulation, in the United States, Canada or other jurisdictions in which we operate;
risks associated with applicable laws and regulations relating to sanctions and corrupt practices in foreign jurisdictions in which we
operate; risks associated with government investigations of, and litigation and negative publicity related to, insurance industry practice
or any other conduct; risks associated with political and other developments in foreign jurisdictions in which we operate; risks associated
with legal or regulatory proceedings or significant litigation; failures or security breaches of our computer and data processing systems;
the influence exercisable by our significant shareholder; adverse fluctuations in foreign currency exchange rates; our dependence on independent
brokers over whom we exercise little control; operational, financial reporting and other risks associated with IFRS 17 – Insurance
Contracts; impairment of the carrying value of our goodwill, indefinite-lived intangible assets or investments in associates; our failure
to realize deferred income tax assets; technological or other change which adversely impacts demand, or the premiums payable, for the
insurance coverages we offer; disruptions of our information technology systems; assessments and shared market mechanisms which may adversely
affect our insurance subsidiaries; and risks associated with the global pandemic caused by COVID-19 and the conflicts in Ukraine and Israel.
Additional risks and uncertainties are described in our most recently issued Annual Report which is available at www.fairfax.ca, on SEDAR+
at www.sedarplus.com and on EDGAR at www.sec.gov, and in our Base Shelf Prospectus (under “Risk Factors”) filed with the securities
regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.com. Fairfax disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by applicable securities law.
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