Fairmont Hotels & Resorts Inc. has completed the
previously announced issuance and sale of convertible senior notes (the “Notes”), totaling US$270 million aggregate principal amount. This includes the option to purchase an additional US$25 million of notes that was
granted to and exercised by the initial purchasers. The 20-year Notes will bear interest of 3.75% per annum.
Upon occurrence of certain prescribed conditions, holders of the Notes will have the right to convert them to common shares. FHR may call the Notes in exchange for cash any time after January 20, 2009. Holders may put the Notes to FHR in exchange for cash on January 20, 2009 and December
1, 2013 and 2018. The Notes will be convertible into shares of FHR`s common stock at an initial conversion price of US$37.73 per share, or 45% above the US$26.02 closing price of FHR`s common shares on the New York
Stock Exchange on December 2, 2003.
FHR intends to use the net proceeds of the offering to reduce borrowings under its credit facility and for general corporate purposes.
The 20-year Notes are only being offered to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside of the United States in compliance with Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States, or to or for the benefit of U.S. persons, absent registration or an applicable exemption from registration requirements. This press release is being issued in accordance with Rule 135c under the Securities Act. The Notes have not been qualified by a
prospectus filed in Canada, and are not being offered or sold to or for the benefit of persons in Canada.