Kennedy-Wilson Holdings Enters Material Definitive Agreement

TL;DR

KW enters new material agreement, could mean new debt or obligation.

AI Summary

On September 12, 2024, Kennedy-Wilson Holdings, Inc. entered into a material definitive agreement related to a financial obligation. The company, incorporated in Delaware, filed an 8-K report detailing this event. The filing also includes information on Regulation FD disclosure and financial statements.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Kennedy-Wilson Holdings, Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements often involves financial commitments or obligations that carry inherent risks.

Key Numbers

• 001-33824 — Commission File Number (Identifier for Kennedy-Wilson Holdings, Inc. at the SEC)
• 26-0508760 — IRS Employer Identification No. (Tax identification number for the company)

Key Players & Entities

• Kennedy-Wilson Holdings, Inc. (company) — Registrant
• September 12, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 151 S El Camino Drive (address) — Business Address
• Beverly Hills, California (location) — Business Address City and State

FAQ

Key Financial Figures

• $550 million — d to provide for, among other things, a $550 million unsecured revolving credit facility (th
• $1 billion — be increased to an amount not exceeding $1 billion. The Third A&R Facility contains cert
• $75 million — Third A&R Credit Agreement) of at least $75 million. The Third A&R Facility has customary e
• $175,000,000 — ember 12, 2024, there are approximately $175,000,000 of outstanding borrowings under the Thi

Filing Documents

• kw-20240912.htm (8-K) — 35KB
• kennedy-wilson2024xthirdam.htm (EX-10.1) — 1465KB
• creditfacilityrelease.htm (EX-99.1) — 11KB
• image_0a.jpg (GRAPHIC) — 42KB
• image_1a.jpg (GRAPHIC) — 0KB
• 0001408100-24-000126.txt ( ) — 1928KB
• kw-20240912.xsd (EX-101.SCH) — 2KB
• kw-20240912_lab.xml (EX-101.LAB) — 21KB
• kw-20240912_pre.xml (EX-101.PRE) — 12KB
• kw-20240912_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On September 12, 2024, Kennedy-Wilson, Inc. (the "Borrower" or the "Company"), a wholly-owned subsidiary of Kennedy-Wilson Holdings, Inc. ("KWH"), KWH and certain subsidiaries of KWH (the "Subsidiary Guarantors") entered into a Third Amended and Restated Credit Agreement (the "Third A&R Credit Agreement") with a syndicate of lenders, Bank of America, N.A., as administrative agent, BofA Securities, Inc. as joint lead arranger and joint bookrunner, JPMorgan Chase Bank, N.A., as joint lead arranger and joint bookrunner, and M&T Bank as joint lead arranger and joint bookrunner, pursuant to which the Borrower's existing unsecured credit facility was amended and restated to provide for, among other things, a $550 million unsecured revolving credit facility (the "Third A&R Facility"). Loans under the Third A&R Facility bear interest at a rate equal to Daily Simple SOFR or Term SOFR (each as defined in the Third A&R Credit Agreement), as applicable plus between 1.75% and 2.75%, depending on the consolidated leverage ratio as of the applicable measurement date. The Third A&R Facility has a maturity date of September 12, 2027. Subject to certain conditions precedent and at the Borrower's option, (i) the maturity date of the Third A&R Facility may be extended up to two times, in six-month increments, and (ii) the aggregate amount of the Third A&R Facility may be increased to an amount not exceeding $1 billion. The Third A&R Facility contains certain covenants that, among other things, limit KWH and certain of its subsidiaries' ability to incur additional indebtedness, repurchase capital stock or debt, sell assets or subsidiary stock, create or permit liens on assets, engage in transactions with affiliates, enter into sale/leaseback transactions, issue subsidiary equity and enter into consolidations or mergers. The Third A&R Credit Agreement requires KWH to maintain: (i) a maximum consolidated leverage ratio (as defi

03. Creation of a Direct Financial Obligation or an Obligation under an Offer-Balance Sheet Arrangement

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Offer-Balance Sheet Arrangement. The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

01. Regulation FD

Item 7.01. Regulation FD. On September 12, 2024, KWH issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the entry into the Third A&R Credit Agreement. The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

01 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Description 10.1 Third Amended and Restated Credit Agreement, dated September 12 , 2024, among Kennedy-Wilson, Inc., as borrower, Kennedy-Wilson Holdings, Inc. and certain subsidiaries of Kennedy-Wilson Holdings, Inc. from time to time party thereto as guarantors, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and Bank of America, N.A. and JPMorgan Chase Bank, N.A., as letter of credit issuers. 99.1 Press Release. 104 Cover Page Interactive Data File - The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

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: September 13, 2024