STOCK TITAN

Fairfax (TSX: FFH) launches C$300M 2036 senior notes offering

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Fairfax Financial Holdings plans to offer an additional C$300 million aggregate principal amount of its 4.40% Senior Notes due 2036, priced at C$98.991 per C$100 principal amount, plus accrued interest.

The new Senior Notes are unsecured obligations and will form part of the same series as Fairfax’s existing C$400 million 4.40% senior notes due 2036, sharing identical terms except for issue date and offering price. Fairfax intends to use the net proceeds for general corporate purposes, including potential refinancing or redemption of existing obligations and possible acquisitions or investments. The offering is expected to close on or about June 19, 2026, subject to customary conditions, and will be made in all Canadian provinces and territories under Fairfax’s base shelf prospectus and a related shelf prospectus supplement available through SEDAR+.

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Insights

Fairfax adds C$300M of 2036 notes, extending fixed-rate funding.

Fairfax is issuing an additional C$300 million of 4.40% Senior Notes due 2036, priced slightly below par at C$98.991 per C$100 face value. The new notes are unsecured and will be fungible with the existing C$400 million 2036 series.

This increases the size of a single, long-dated fixed-rate tranche, which can simplify Fairfax’s debt stack and lock in funding costs. The company states that proceeds are for general corporate purposes, including potential refinancing of existing debt or funding acquisitions or investments.

The impact on leverage and interest expense will depend on how much of the proceeds are ultimately used to retire higher-cost obligations versus fund growth. Future disclosures in financial statements and management commentary will clarify the net effect on Fairfax’s balance sheet and earnings profile.

New notes offering size C$300 million aggregate principal amount Additional 4.40% Senior Notes due 2036
Coupon rate 4.40% per annum Fixed interest rate on Senior Notes due 2036
Issue price C$98.991 per C$100 principal Pricing of new Senior Notes
Existing 2036 notes outstanding C$400 million aggregate principal amount Original 4.40% senior notes due 2036
Expected closing date June 19, 2026 Anticipated closing of the offering
Base shelf prospectus date November 3, 2025 Date of Fairfax’s base shelf prospectus
base shelf prospectus regulatory
"pursuant to Fairfax’s base shelf prospectus dated November 3, 2025"
A base shelf prospectus is a pre-approved regulatory document that lets a company register a range of securities once and then sell them to the public over time without repeating the full approval process for each offering. For investors it’s like a menu and standing permission slip: it lays out the types of securities, key risks and terms ahead of any specific sale, so buyers can assess potential dilution, timing and the company’s plans before new shares or debt hit the market.
shelf prospectus supplement regulatory
"as supplemented by a prospectus supplement (the “shelf prospectus supplement”)"
aggregate principal amount financial
"intends to offer an additional C$300 million aggregate principal amount"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Senior Notes financial
"its 4.40% Senior Notes due 2036 (the “Senior Notes”)"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
forward-looking statements regulatory
"Certain statements contained herein may constitute “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
unsecured obligations financial
"The Senior Notes will pay a fixed rate of interest ... and will be unsecured obligations of Fairfax."
Unsecured obligations are debts or promises to pay that are not backed by specific collateral, like a loan made on an IOU rather than with a pledged asset. They matter to investors because, in a default or bankruptcy, holders of unsecured obligations are paid after secured creditors and therefore face higher risk of loss; that higher risk typically leads to higher interest rates and influences a borrower's credit cost and investment returns.

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FAQ

What debt offering did Fairfax Financial Holdings (FRFFF) announce?

Fairfax announced an offering of an additional C$300 million aggregate principal amount of its 4.40% Senior Notes due 2036. These unsecured notes will be issued at C$98.991 per C$100 principal amount and will form part of the existing 2036 note series.

What are the key terms of Fairfax’s new 4.40% senior notes due 2036?

The new Fairfax senior notes carry a fixed 4.40% annual interest rate, mature in 2036, and are unsecured obligations. They will be fungible with C$400 million of existing 4.40% 2036 notes, sharing the same terms except for issue date and offering price.

How will Fairfax Financial (FRFFF) use the C$300 million note proceeds?

Fairfax intends to use net proceeds for general corporate purposes. This may include refinancing, repayment or redemption of outstanding debt or equity obligations of Fairfax and its subsidiaries, and potentially funding acquisition or investment opportunities described in the news release.

When is Fairfax’s C$300 million senior notes offering expected to close?

The offering is expected to close on or about June 19, 2026, subject to satisfaction of customary conditions. Closing will follow distribution of the notes across Canadian provinces and territories under Fairfax’s base shelf prospectus and related shelf prospectus supplement on SEDAR+.

Where will Fairfax Financial’s new senior notes be offered and under what documents?

The Senior Notes will be offered in all provinces and territories of Canada. They are issued under Fairfax’s base shelf prospectus dated November 3, 2025, supplemented by a shelf prospectus supplement to be filed and made accessible through SEDAR+.

Who is leading Fairfax Financial’s C$300 million senior notes syndicate?

The offering is led by BMO Nesbitt Burns Inc. as sole bookrunner, with a dealer syndicate including major Canadian and global firms such as Scotia Capital Inc., CIBC World Markets Inc., RBC Dominion Securities Inc. and others acting as agents.

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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: June 2026   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

 

 

 

 

 

 

EXHIBIT INDEX 

 

Exhibit   Description of Exhibit
99.1     News Release dated June 16, 2026 titled Fairfax Launches C$300 Million Senior Notes Offering

 

 

 

 

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.

 

  FAIRFAX FINANCIAL HOLDINGS LIMITED
   

Date: June 16, 2026

By:
/s/ Derek Bulas
 

Name:

Title:

Derek Bulas
Vice President, Chief Legal Officer and Corporate Secretary

 

 

 

 

Exhibit 99.1

 

FAIRFAX News Release

TSX Stock Symbol: FFH and FFH.U

 

TORONTO, June 16, 2026

 

Not for distribution to U.S. news wire services or dissemination in the United States.

 

FAIRFAX LAUNCHES C$300 MILLION SENIOR NOTES OFFERING

 

The base shelf prospectus is accessible, and the shelf prospectus supplement for this offering will be accessible within two business days, through SEDAR+

 

Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that it intends to offer an additional C$300 million aggregate principal amount of its 4.40% Senior Notes due 2036 (the “Senior Notes”) to be priced at C$98.991 per C$100 principal amount, plus accrued interest (the “Offering”). The Senior Notes will be offered through a syndicate of dealers to be led by BMO Nesbitt Burns Inc., as sole bookrunner, and including Scotia Capital Inc., CIBC World Markets Inc., Merrill Lynch Canada Inc., National Bank Financial Inc., RBC Dominion Securities Inc., TD Securities Inc., Citigroup Global Markets Canada Inc., Desjardins Securities Inc., J.P. Morgan Securities Canada Inc., Mizuho Securities Canada Inc. and Morgan Stanley Canada Limited, as agents. The Senior Notes will pay a fixed rate of interest of 4.40% per annum and will be unsecured obligations of Fairfax.

 

Fairfax currently has outstanding C$400 million aggregate principal amount of its 4.40% senior notes due 2036 (the “Original 2036 Notes”). The Senior Notes will have the same terms as the Original 2036 Notes, except for the issue date and offering price, and will form part of the same series as the Original 2036 Notes.

 

Fairfax intends to use the net proceeds from the Offering for general corporate purposes, which may include the refinancing, repayment or redemption of outstanding debt, equity or other corporate obligations of Fairfax and its subsidiaries and/or to pursue potential acquisition or investment opportunities. The Offering is expected to close on or about June 19, 2026, 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 November 3, 2025 (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; 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.

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7 Telephone: 416-367-4941 Facsimile: 416-367-4946

 

 

 

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.

 

For further information contact: John Varnell, Vice President, Corporate Development at (416) 367-4941

 

Certain statements contained herein may constitute “forward-looking statements” and are made pursuant to the “safe harbour” provisions of applicable Canadian and U.S. securities laws. Such forward-looking statements may include, among other things, the anticipated completion of the Offering and the intended use of proceeds from the Offering. 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: the failure to successfully complete the Offering; our ability to complete acquisitions and other strategic transactions on the terms and timeframes 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 than expected; the occurrence of catastrophic events with a frequency or severity exceeding our estimates; changes in market variables, including unfavourable changes in interest rates, foreign exchange rates, equity prices and credit spreads, which could negatively affect our operating results and 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; an increase in the amount of capital that we and our subsidiaries are required to maintain and 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, Bermuda, Canada or other jurisdictions in which we operate; risks associated with applicable laws and regulations relating to sanctions, anti-money laundering and corrupt practices in Canada and 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; financial reporting risks relating to deferred taxes associated with amendments to IAS 12 – Income Taxes; impairment of the carrying value of our goodwill, indefinite-lived intangible assets or investments in associates; our failure to realize deferred income tax assets; risks associated with Canadian or foreign tax laws, or the interpretation thereof; technological or other change that adversely impacts demand, or the premiums payable, for the insurance coverages we offer; disruptions of our information technology systems; assessments and shared market mechanisms that may adversely affect our insurance subsidiaries; risks associated with economic disruptions from global conflicts and the development of other geopolitical events worldwide; and risks associated with tariffs, trade restrictions, or other regulatory measures imposed by domestic or foreign governments that may, directly or indirectly, affect our business. 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.ca 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.ca. 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.

 

 

 

Filing Exhibits & Attachments

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