Fairfax Announces Successful Completion of Sale of RiverStone Europe to CVC
August 23 2021 - 10:00AM
Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U)
announces the successful completion of the previously announced
sale of all of its interests in RiverStone Europe to CVC Capital
Partners (“CVC”) for a purchase price of approximately US$700
million. Fairfax will also be entitled to receive up to US$235.7
million post-closing under a contingent value instrument.
RiverStone Europe will now operate under the name RiverStone
International.
Certain subsidiaries of RiverStone Europe
beneficially own a portion of Fairfax’s indirect holdings in
various Canadian reporting issuers. See attached Schedule “A” for
Fairfax’s early warning disclosure relating to these holdings.
Fairfax is a holding company which, through its
subsidiaries, is 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 |
Schedule “A”
Early Warning Disclosure
Certain subsidiaries of RiverStone Europe
beneficially own a portion of Fairfax’s indirect holdings in
Fairfax India Holdings Corporation, Recipe Unlimited Corporation,
Helios Fairfax Partners Corporation and Blackberry Limited. Fairfax
has previously filed early warning reports in respect of securities
of those issuers in accordance with applicable Canadian securities
laws. CVC and certain affiliates thereof became the indirect
beneficial owner of a portion of those securities (the “EWR
Securities”) upon completion of the transaction.
As part of the transaction, Fairfax entered into
Asset Value Loan Notes (“AVLNs”) with the current holders of the
EWR Securities for purposes of assurance to CVC and certain
affiliates thereof of the value of the EWR Securities until such
time as the EWR Securities are purchased by or sold at the
direction of Hamblin Watsa Investment Counsel Ltd. (“HWIC”), a
wholly-owned subsidiary of Fairfax that provides investment
management services to the insurance and reinsurance subsidiaries
of the Fairfax Group. Fairfax, through HWIC, continues to have
control and direction over the EWR Securities and, therefore, the
percentage ownership of the EWR Securities over which Fairfax and
its affiliates have beneficial ownership or control is
unchanged.
There is no change with respect to Fairfax’s
intentions from those set forth in its most recent early warning
report filed in respect of each of the issuers of the EWR
Securities. An early warning report will be filed by Fairfax in
accordance with applicable securities laws describing the terms of
the AVLNs, and will be available on SEDAR at www.sedar.com under
the profile of each of the issuers of the EWR Securities or may be
obtained directly from Fairfax upon request at 416-367-4941
(Attention: Derek Bulas) or at Fairfax Financial Holdings Limited,
95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7.
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