January 30, 2015
Torys represented Fairfax Financial and Fairfax India with a team that included Jim Hong, David Chaikof, Robbie Leibel, Michael Zackheim, Stephen Abrahamson and Laura Sigurdson (corporate/securities), Andy Beck (U.S. securities) and John Tobin (tax).
On January 30, 2015, Fairfax Financial Holdings Limited (Fairfax Financial) and Fairfax India Holdings Corporation (Fairfax India) announced the Fairfax India completed its initial public offering of 50,000,000 subordinate voting shares at a price of US$10.00 per share for gross proceeds of US$500 million.
Concurrent with the offering, Fairfax India issued to Fairfax Financial or its affiliates, 30,000,000 of its multiple voting shares, on a private placement basis, for an aggregate purchase price of US$300 million. Also, concurrent with the closing, Fairfax India issued to certain cornerstone investors 20,578,947 subordinate voting shares, on a private placement basis, for an aggregate purchase price of approximately US$200 million. The combined gross proceeds of the offering and the private placements was approximately US$1 billion.
The offering was underwritten by a syndicate of underwriters led by RBC Capital Markets, and that included BMO Capital Markets, CIBC, Scotiabank, National Bank Financial Inc., TD Securities Inc., Canaccord Genuity Corp., Desjardins Securities Inc., Raymond James Ltd., Cormark Securities Inc., Dundee Securities Ltd., GMP Securities L.P. and Manulife Securities Incorporated. Pursuant to the underwriting agreement dated January 22, 2015, Fairfax India issued an additional 6,099,932 subordinate voting shares on February 10, 2015, as part of the over-allotment option granted to the underwriters, at a price of C$10.00 per share for total gross proceeds of US$60,999,320. The exercise in full of the over-allotment option increased the total gross proceeds of the public offering to approximately C$561 million.
Fairfax India is an investment holding company whose investment 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.