TORONTO, Feb. 26, 2021 (GLOBE NEWSWIRE) -- Fairfax India Holdings Corporation (“Fairfax India” or the “Company”) (TSX: FIH.U) has completed its previously announced offering of US$500 million in aggregate principal amount of 5.000% Senior Notes due 2028 (the “Notes”).

Fairfax India intends to use the net proceeds from this offering to repay most of the indebtedness currently outstanding under its secured term loan facility.

The offering was 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”) who are also qualified purchasers (as defined in Section 2(a)(51) under the Investment Company Act of 1940, as amended), 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.

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 have been made only by means of a private offering memorandum.

Fairfax Financial Holdings Limited (“Fairfax Financial”), directly or indirectly, acquired approximately $58.4 million aggregate principal amount of the Notes (representing approximately 11.7% of the Notes), which is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 in respect of Fairfax Financial’s participation in the offering. The Company did not file a material change report 21 days prior to the closing of the offering of the Notes as the details of the participation of “related parties” in the offering were not known at such time.

Fairfax India is an investment holding company whose objective is to achieve long term capital appreciation, while preserving capital, by investing in public and private equity securities and debt instruments in India and Indian businesses or other businesses with customers, suppliers or business primarily conducted in, or dependent on, India.