Fairfax Financial to sell 67.61 million Poseidon shares

Executive Summary

• Fairfax Financial Holdings Ltd. has agreed to sell approximately 67.6 million common shares of Poseidon Corp. (the holding company for Seaspan Corp.) for aggregate proceeds of approximately $1.91 billion USD.
• The transaction involves selling roughly half of Fairfax's position in Poseidon to an existing shareholder and two new strategic investors, while Fairfax retains a significant 22.1% equity stake and 12 million Series J preferred shares in Atlas Corp.
• The transactions are expected to close in the second quarter of 2026, subject to customary closing conditions including regulatory approvals.

Key Details

• Transaction Structure: Fairfax Financial Holdings Ltd., together with certain affiliates, entered into separate agreements to sell an aggregate of 67,618,981 common shares of Poseidon Corp.
• Sale Price: $28.30 (U.S.) per share.
• Aggregate Proceeds: Approximately $1.91 billion (U.S.).
• Buyers:
  • An existing shareholder of Poseidon (purchasing 37,820,167 shares to increase ownership).
  • Two new strategic investors (purchasing 9,932,937 shares and 19,865,877 shares, respectively).
• Post-Transaction Ownership:
  • Fairfax will retain an equity ownership of approximately 22.1% of the issued and outstanding common shares of Poseidon.
  • Fairfax will retain 12 million Series J preferred shares in the capital of Poseidon's wholly owned subsidiary, Atlas Corp.
  • The sold shares represent approximately 23.2% of the total issued and outstanding common shares of Poseidon.
• Closing Timeline: Each sale transaction is expected to close in the second quarter of 2026.
• Conditions: Transactions are subject to customary closing conditions, including receipt of regulatory approvals and third-party consents.
• Accounting Treatment: Following consummation, Fairfax expects to continue accounting for its investment in Poseidon common shares under the equity method of accounting.
• Strategic Context: Fairfax is joining Ocean Network Express as a strategic partner to help grow Poseidon as a world-leading independent maritime asset owner and operator.

Notable Quotes

• "We are very pleased to have agreed to sell approximately half of our position in Poseidon at a price that we think reflects the achievements and success of the company since we helped take it private in 2023, and also the bright future for the company going forward," said Prem Watsa, chairman and chief executive officer of Fairfax Financial.
• "Poseidon has done incredibly well under the outstanding management of David Sokol and Bing Chen, and we are happy to retain a significant equity stake in the company as it brings on new strategic partners, joining Ocean Network Express, to help continue to grow Poseidon as a world-leading independent maritime asset owner and operator."