Woodland Hills, Calif.-based Zenith National Insurance Corp. announced that, at the request of Fairfax Financial Holdings Limited’ it filed with the Securities and Exchange Commission a registration statement relating to a proposed underwritten public offering of up to 3.5 million shares of its common stock by certain subsidiaries of Fairfax, a Toronto-based financial services holding company. As of the date of the filing, subsidiaries of Fairfax owned approximately 7.8 million shares of Zenith common stock. It is currently anticipated that the selling stockholders will initially offer 3.1 million shares and will grant the underwriters an option to purchase up to an additional 400,000 shares to cover over-allotments.
Zenith will not sell any shares in the offering. In connection with the offering, Fairfax and certain of its subsidiaries will enter into agreements with the underwriters that will prohibit Fairfax and its subsidiaries from directly or indirectly transferring any of their shares of Zenith common stock, other than pursuant to the offering, for a period of 180 days following the date of the final prospectus.
Banc of America Securities LLC will be acting as the sole book-running manager for the offering. J.P. Morgan Securities Inc., Lehman Brothers Inc., Dowling & Partners Securities, L.L.C. and Ferris, Baker Watts, Incorporated will be acting as co-managers of the offering.
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