Debentures

6 Months Ended

Aug. 31, 2023

DEBENTURES

On September 1, 2020, Hamblin Watsa Investment Counsel Ltd., in its capacity as investment manager of Fairfax Financial Holdings Limited (“Fairfax”), and another institutional investor invested in the Company through a $365 million private placement of debentures (the “Debentures”). The Debentures mature on November 13, 2023.

Due to the conversion option and other embedded derivatives within the Debentures, the Company has elected to record the Debentures, including the debt itself and all embedded derivatives, at fair value and present the Debentures as a single hybrid financial instrument. No portion of the fair value of the Debentures has been recorded as equity, nor would be if the embedded derivatives were bifurcated from the host debt contract.

Each period, the fair value of the Debentures is recalculated and resulting gains and losses from the change in fair value of the Debentures associated with non-credit components are recognized in income, while the change in fair value associated with credit components is recognized in accumulated other comprehensive loss (“AOCL”). The fair value of the

Debentures has been determined using the significant Level 2 inputs interest rate curves, the market price and volatility of the Company’s listed common shares, and the significant Level 3 inputs related to credit spread and the implied discount of the Debentures at issuance.

The Company originally determined its credit spread by calibrating to observable trades of the previously-outstanding convertible debentures issued by the Company and trending the calibrated spread to valuation dates utilizing an appropriate credit index. The Company’s credit spread was determined to be 7.90% as of the issuance date of the Debentures and 7.21% as of August 31, 2023. An increase in credit spread will result in a decrease in the fair value of Debentures and vice versa. The fair value of the Debentures on September 1, 2020 was determined to be approximately $456 million and the implied discount approximately $91 million. The Company determined the implied discount on the Debentures by calculating the fair value of the Debentures on September 1, 2020 utilizing the above credit spread and other inputs described above.

The following table summarizes the change in fair value of the Debentures for the six months ended August 31, 2023, which also represents the total changes through earnings of items classified as Level 3 in the fair value hierarchy:


	As at
	August 31, 2023
Balance as at February 28, 2023	$	367
Change in fair value of the Debentures	16
Balance as at August 31, 2023	$	383

The difference between the fair value of the Debentures and the unpaid principal balance of $365 million is $18 million.

The following table shows the impact of the changes in fair value of the Debentures for the three and six months ended August 31, 2023 and August 31, 2022:


	Three Months Ended				Six Months Ended
	August 31, 2023		August 31, 2022		August 31, 2023		August 31, 2022







Income (charge) associated with the change in fair value from non-credit components recorded in the consolidated statements of operations	$	6	$	10	$	(16)	$	56
Income associated with the change in fair value from instrument-specific credit components recorded in AOCL	—		—		—		2
Total decrease (increase) in the fair value of the Debentures	$	6	$	10	$	(16)	$	58

For the three and six months ended August 31, 2023, the Company recorded interest expense related to the Debentures of $2 million and $3 million, respectively, which has been included in investment income (loss), net on the Company’s consolidated statements of operations (three and six months ended August 31, 2022 - $2 million and $3 million).

Fairfax, a related party under U.S. GAAP due to its beneficial ownership of common shares in the Company after taking into account potential conversion of the Debentures, owns $330 million principal amount of the Debentures. As such, the payment of interest on the Debentures to Fairfax represents a related party transaction. Fairfax receives interest at the same rate as other holders of the Debentures.