FIRST NATIONAL FINANCIAL CORPORATION TO ISSUE $800 MILLION OF SENIOR NOTES

Executive Summary

• First National Financial Corporation announced a private‑placement offering of $800 million aggregate principal amount of senior notes in three series (2025‑1, 2025‑2, 2025‑3).
• Proceeds will be used primarily to repay existing indebtedness related to the pending acquisition vehicle arrangement and for general corporate or partnership purposes.
• The notes are linked to the timing of the Arrangement; if the Arrangement does not close by the outside date (April 27 2026) the Series 2025‑3 Notes may be mandatorily redeemed at 101% of principal.

Key Details

• Series 2025‑1 Notes: $250 million aggregate principal, 4.288% interest, due Oct 23 2028, priced at $1,000 per $1,000 principal.
• Series 2025‑2 Notes: $300 million aggregate principal, 4.891% interest, due Oct 23 2030, priced at $1,000 per $1,000 principal.
• Series 2025‑3 Notes: $250 million aggregate principal, 5.443% interest, due Oct 25 2032, priced at $1,000 per $1,000 principal.
• Offering Structure: Private placement in Canada under an offering memorandum; syndicate co‑led by TD Securities and CIBC Capital Markets, with participation from RBC, BMO, Desjardins, National Bank, Scotiabank, ATB, and Laurentian Bank securities firms.
• Use of Proceeds:
• Repay existing indebtedness (including redemption of outstanding Series 3, 4, and 5 senior unsecured notes upon closing of the Arrangement).
• General corporate or partnership purposes.
• If Arrangement delayed, proceeds may be used to redeem Existing Company Notes at that later date.
• Arrangement Timing: Expected closing on or about Oct 22 2025; note offering expected to close Oct 23 2025 (the day after the Arrangement).
• Redemption Conditions:
• Existing Company Notes (2.961% Series 3, 7.293% Series 4, 6.261% Series 5) will be redeemed upon Arrangement closing.
• If Arrangement not consummated by the “Outside Date” (April 27 2026) or terminated earlier, Series 2025‑3 Notes are subject to mandatory redemption at 101% of principal plus accrued interest; Series 2025‑1 and 2025‑2 are exempt.
• Special Mandatory Redemption Use of Proceeds:
• Redeem Series 2025‑3 Notes under the mandatory redemption provision.
• Repay Series 3 Company Notes at maturity.
• Provide a loan to First National Financial LP (the Partnership) to repay its bank credit facility.
• Any remaining balance for general corporate or partnership purposes.

Notable Quotes

No direct executive quotes were included in the release.