SEC Comment Letter for FAIRFAX FINANCIAL HOLDINGS (FRFFF) — Dec 7, 2015
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN (FAXRF, FAXXF, FRFFF, FRFHF, FRFXF) (CIK 0000915191)
Date: Dec. 7, 2015 · CIK: 0000915191 · Accession: 0000000000-15-056808
AI Filing Summary & Sentiment
Letter
Mail Stop 4628 December 7 , 2015 Via E -mail Paul Rivett President Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario Canada M5J 2N7
Re: Fairfax Financial Holdings Limited 40-F for Fiscal Year Ended December 31, 2014 Filed March 6, 2015 Amendment No. 1 to 40-F for Fiscal Year Ended December 31, 2014 Filed May 6, 2015 File No. 1 -31556
Dear Mr. Rivett :
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other iss ues. In our comments, we ask you to provide us with information so we may better understand your disclosure.
General
1. You state on page 3 of Exhibit 99.4 to the 40 -F that you have a 41.4% interest in Gulf Insurance. The Syrian Kuwaiti Insurance Company website states that Syrian Kuwaiti Insurance is a member of the Gulf Insurance Company, which currently holds 38.96% of Syrian Kuwaiti Insurance Company’s capital. On pages 91 and 110 of Exhibit 9.2 to the 40-F you state that your International geographic segment includes countries located in Africa, a region that includes Sudan.
Sudan and Syria are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, affiliates, partners, customers, joint ventures or other direct or indirect arrangements. You should describe any services, produc ts, information or technology you have provided to Sudan or Syria, directly or
Paul Rivett Fairfax Financial Holdings Limited December 7 , 2015 Page 2
indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.
2. Please discuss the mat eriality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the ap proximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in ma king an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar init iatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associa ted with Sudan and Syria.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rule s require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a wr itten statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Daniel Leslie, St aff Attorney, at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
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Mail Stop 4628 December 7 , 2015 Via E -mail Paul Rivett President Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario Canada M5J 2N7 Re: Fairfax Financial Holdings Limited 40-F for Fiscal Year Ended December 31, 2014 Filed March 6, 2015 Amendment No. 1 to 40-F for Fiscal Year Ended December 31, 2014 Filed May 6, 2015 File No. 1 -31556 Dear Mr. Rivett : We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other iss ues. In our comments, we ask you to provide us with information so we may better understand your disclosure. General 1. You state on page 3 of Exhibit 99.4 to the 40 -F that you have a 41.4% interest in Gulf Insurance. The Syrian Kuwaiti Insurance Company website states that Syrian Kuwaiti Insurance is a member of the Gulf Insurance Company, which currently holds 38.96% of Syrian Kuwaiti Insurance Company’s capital. On pages 91 and 110 of Exhibit 9.2 to the 40-F you state that your International geographic segment includes countries located in Africa, a region that includes Sudan. Sudan and Syria are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, affiliates, partners, customers, joint ventures or other direct or indirect arrangements. You should describe any services, produc ts, information or technology you have provided to Sudan or Syria, directly or Paul Rivett Fairfax Financial Holdings Limited December 7 , 2015 Page 2 indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control. 2. Please discuss the mat eriality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the ap proximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in ma king an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar init iatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associa ted with Sudan and Syria. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rule s require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a wr itten statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Daniel Leslie, St aff Attorney, at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk Paul Rivett Fairfax Financial Holdings Limited December 7 , 2015 Page 3 cc: Suzanne Hayes Assistant Director Division of Corporation Fin ance Derek Bulas General Counsel Fairfax Financial Holdings Limited