Intact Financial Corporation (TSX:IFC) (“IFC” or the “Company”) announced that it has closed its previously announced $425 million offering of Series 7 unsecured medium term notes due June 7, 2027 (the “Notes”).
The Notes were offered on a best efforts basis through a syndicate co-led by CIBC World Markets Inc., National Bank Financial Inc. and TD Securities Inc. The Notes are direct unsecured obligations of IFC and rank equally with all other unsecured and unsubordinated indebtedness of IFC. The Notes will bear interest at a fixed annual rate of 2.85% until maturity on June 7, 2027. The net proceeds from this offering of Notes will be used to partially fund the purchase price for the acquisition (the “Acquisition”) of all of the issued and outstanding shares of OneBeacon Insurance Group, Ltd. (“OneBeacon”) pursuant to an Agreement and Plan of Merger (the “Acquisition Agreement”) among OneBeacon, IFC and two wholly-owned subsidiaries of IFC. The closing of the Acquisition is expected to occur in the fourth quarter of 2017.
If (i) IFC does not consummate the Acquisition on or prior to March 31, 2018 (the “Special Mandatory Redemption Triggering Date”) or (ii) the Acquisition Agreement is terminated at any time prior to the Special Mandatory Redemption Triggering Date, then IFC will be required to redeem the Notes at a redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption.
The Notes have been given a rating of A with a Stable trend by DBRS Limited, a rating of Baa1 with a Stable outlook by Moody’s Investors Service, Inc. and a rating of A- with a Stable trend by Fitch Ratings Inc.
The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”), and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy such securities in the United States or in any other jurisdiction where such offer is unlawful.