Kennedy-Wilson Holdings, Inc. DEFA14A Filing

FAQ

Key Financial Figures

• $36 billion — ing real estate investment company with $36 billion of assets under management in high grow
• $60 billion — hrough market cycles, closing more than $60 billion in total transactions across the proper

Filing Documents

• ef20069208_defa14a.htm (DEFA14A) — 53KB
• image0.jpg (GRAPHIC) — 315KB
• 0001140361-26-012171.txt ( ) — 488KB

01

Item 8.01 Other Events On March 30, 2026, Kennedy-Wilson, Inc. (the "Issuer"), a wholly-owned subsidiary of global real estate investment company Kennedy-Wilson Holdings, Inc. (the "Company"), announced that it has elected to terminate its previously announced offers to exchange (the "Exchange Offers") any and all of its outstanding 4.750% Senior Notes due 2029 (the "Existing 2029 Notes"), 4.750% Senior Notes due 2030 (the "Existing 2030 Notes") and 5.000% Senior Notes due 2031 (the "Existing 2031 Notes" and collectively, the "Existing Notes") for the Issuer's newly issued 6.125% Senior Notes due 2032 or 6.375% Senior Notes due 2034 (collectively, the "New Notes"). The Issuer has also elected to terminate, effective March 30, 2026, its solicitation of consents (the "Consent Solicitations") to the adoption of certain amendments (the "Proposed Amendments") to the indentures governing the Existing Notes. As a result of the termination of the Exchange Offers, none of the Existing Notes that have been tendered in the Exchange Offers will be accepted for exchange for New Notes, and no New Notes will be issued to holders of Existing Notes who have validly tendered their Existing Notes in the Exchange Offers. In addition, as a result of the termination of the Consent Solicitations, the Proposed Amendments will not be adopted, and the Existing Notes will remain subject to the indentures that currently govern the Existing Notes. All Existing Notes validly tendered and not validly withdrawn will be promptly returned to the respective tendering holder. Consummation of the previously announced proposed acquisition of the Company by a consortium led by William McMorrow, Chairman and Chief Executive Officer of the Company, and certain other senior executives of the Company, together with Fairfax Financial Holdings Limited (the "Merger") is not conditioned on the consummation of the Exchange Offers or Consent Solicitations. The Company currently expects the Merger to close in

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated March 30, 2026, announcing the termination of the Exchange Offers and Consent Solicitations 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Additional Information About the Merger and Where to Find It This Current Report on Form 8-K makes reference to the proposed merger involving the Company, Kona Bidco, LLC ("Parent") and Kona Merger Subsidiary, Inc. ("Merger Sub"). The Company expects to seek, and intends to file with the SEC a proxy statement and other relevant documents in connection with a special meeting of the Company stockholders for purposes of obtaining, stockholder approval of the proposed merger transaction (the "Definitive Proxy Statement"). The Definitive Proxy Statement will be sent or given to the stockholders of the Company and will contain important information about the proposed merger transaction and related matters. The Company, affiliates of the Company and affiliates of Parent and Merger Sub intend to jointly file a Schedule 13E-3 with the SEC. The Company may also file other documents with the SEC regarding the proposed merger transaction. This Current Report on Form 8-K is not a substitute for the Definitive Proxy Statement, the Schedule 13E-3 or any other document which the Company may file with the SEC. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by the Company with the SEC at the SEC's website at www.sec.gov or from the Company at its website at https://ir.kennedywilson.com/financial-information-and-sec-filings/sec-filings. The informat

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are necessarily estimates reflecting the judgment of the Company's senior management based on the Company's current estimates, expectations, forecasts and projections and include comments that express the Company's current opinions about trends and factors that may impact future results. Disclosures that use words such as "believe," "may," "anticipate," "estimate," "intend," "could," "plan," "expect," "project" or the negative of these, as well as similar expressions, are intended to identify forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause the Company's actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the proposed merger transaction or the Exchange Offers and Consent Solicitations will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein as a result of various factors, including, without limitation: (1) the inability to consummate the proposed merger transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain stockholder approval to adopt the Merger Agreement, the failure to obtain any required regulatory approvals for the proposed merger transaction, including the termination or expiration of any required waiting periods, or the failure to satisfy the other conditions to the consummation of the proposed merger transaction; (2) the risk

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KENNEDY-WILSON HOLDINGS, INC. By: /s/ JUSTIN ENBODY Justin Enbody Chief Financial Officer Date: March 31, 2026 Exhibit 99.1 Kennedy Wilson Announces Termination of Exchange Offers and Related Consent Solicitations BEVERLY HILLS, Calif.--(BUSINESS WIRE)--Kennedy-Wilson, Inc. (the " Issuer "), a wholly-owned subsidiary of global real estate investment company Kennedy-Wilson Holdings, Inc. (the " Company " or " Kennedy Wilson "), today announced that it has elected to terminate, effective immediately, its previously announced offers to exchange (the " Exchange Offers ") any and all of its outstanding 4.750% Senior Notes due 2029 (the " Existing 2029 Notes "), 4.750% Senior Notes due 2030 (the " Existing 2030 Notes ") and 5.000% Senior Notes due 2031 (the " Existing 2031 Notes " and collectively, the " Existing Notes ") for the Issuer's newly issued 6.125% Senior Notes due 2032 or 6.375% Senior Notes due 2034 (collectively, the " New Notes "). The Issuer has also elected to terminate, effective immediately, its solicitation of consents (the " Consent Solicitations ") to the adoption of certain amendments (the " Proposed Amendments ") to the indentures governing the Existing Notes. As a result of the termination of the Exchange Offers, none of the Existing Notes that have been tendered in the Exchange Offers will be accepted for exchange for New Notes, and no New Notes will be issued to holders of Existing Notes who have validly tendered their Existing Notes in the Exchange Offers. In addition, as a result of the termination of the Consent Solicitations, the Proposed Amendments will not be adopted, and the Existing Notes will remain subject to the indentures that currently govern the Existing Notes. All Existing Notes validly tendered and not validly withdrawn will be

Forward-Looking Statements

Forward-Looking Statements This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities regulations. These forward-looking statements are necessarily estimates reflecting the judgment of the Company's senior management based on the Company's current estimates, expectations, forecasts and projections and include comments that express the Company's current opinions about trends and factors that may impact future results. Disclosures that use words such as "believe," "may," "anticipate," "estimate," "intend," "could," "plan," "expect," "project" or the negative of these, as well as similar expressions, are intended to identify forward-looking uncertainties that could cause actual results to differ materially from the forward-looking statements made herein as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain the necessary stockholder approval, or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Merger may be terminated in circumstances requiring the Company or Fairfax, as the case may be, to pay a termination fe

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