First National Completes Plan of Arrangement

Executive Summary

• First National Financial Corp. completed its previously‑announced plan of arrangement, resulting in the sale of all outstanding common shares (except founders’ rollover shares) to a newly‑formed acquisition vehicle for $48.00 per share (~ $2.2 billion total).
• The transaction redeems three series of senior unsecured notes and will be followed by delisting of the common shares from the TSX; preferred shares remain listed.
• An $800 million senior note offering is slated to close on Oct 23, 2025, after which First National and the Purchaser will amalgamate and continue operating under the First National name.

Key Details

• Consideration: $48.00 cash per common share; total cash consideration ≈ $2.2 billion.
• Ownership Post‑Arrangement:
• Founders Stephen Smith & Moray Tawse retain ~19% indirect interest each.
• Birch Hill Equity Partners & Brookfield Asset Management (via Regal Holdings) hold the remaining ~62%.
• Redeemed Notes: All outstanding Series 3, 4 and 5 senior unsecured notes were redeemed in accordance with the arrangement terms.
• Delisting: Common shares to be delisted from the Toronto Stock Exchange shortly after completion; Preferred Shares (Series 1 & 2) remain listed.
• Senior Note Offering: Settlement of an $800 million aggregate principal amount of new senior notes expected on Oct 23, 2025.
• Amalgamation: Following note settlement, First National and the Purchaser will amalgamate; the combined entity will retain the “First National Financial Corporation” name and continue as a reporting issuer.
• Board Changes: Board expanded from 9 to 10 directors (list provided); plan to increase board size further with an additional director pending amendment of articles.
• Rollover Transaction: Founders exchanged 14,080,000 rollover shares for ownership interests in Regal Holdings; after completion, Regal Holdings indirectly owns 100% of the issued common shares via the Purchaser.
• Shareholder & Note‑Holder Instructions: Detailed instructions provided for submitting transmittal letters and certificates to receive cash consideration or note redemption proceeds.

Notable Quotes

(No direct quotes were included in the release.)