{"url_path":"/sec/kw/8-k/2026-05-14/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1408100/0001193125-26-224332-index.html","accession_number":"0001193125-26-224332","cik":"0001408100","ticker":"KW","issuer_name":"Kennedy-Wilson Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1408100/0001193125-26-224332-index.html","primary_entity_key":"0001408100","primary_entity_name":"Kennedy-Wilson Holdings, Inc."},"word_count":550,"has_tables":true,"body_markdown":"Item 8.01\n\nOther Events.\n\nOn May 14, 2026, Kennedy-Wilson, Inc. (the “Issuer”), a wholly-owned subsidiary of global real estate investment company Kennedy-Wilson Holdings, Inc. (the “Company”), announced the pricing of the previously announced private offering (the “Offering”) of $1.8 billion in aggregate principal amount of senior notes, consisting of $1.1 billion of 7.000% senior notes due 2031 (the “2031 Notes”) and $700 million of 7.250% senior notes due 2033 (the “2033 Notes” and, together with the 2031 Notes, the “Notes”) pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are being offered only to “qualified institutional buyers” and persons outside the United States that are not “U.S. persons” as such terms are defined under the Securities Act.\n\nIf the Merger (as defined and discussed below) is consummated, the Company expects to use the net proceeds from the Offering (i) to redeem in full the Issuer’s 4.750% senior notes due 2029 (the “2029 Existing Notes”) and 4.750% senior notes due 2030 (the “2030 Existing Notes”), and pay any related premiums, if any, fees and expenses, including accrued and unpaid interest with respect to the 2029 Existing Notes and 2030 Existing Notes, (ii) to make an offer to purchase the 5.000% senior notes due 2031 (the “2031 Existing Notes”) pursuant to the fundamental change provisions of the indenture governing the 2031 Existing Notes, and (iii) the remainder, if any, to repay all or a portion of the indebtedness outstanding under the Issuer’s unsecured credit facility and/or for general corporate purposes.\n\nAs previously announced, the Company is party to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 16, 2026, as amended on March 25, 2026, by and among the Company, Kona Bidco, LLC and Kona Merger Subsidiary, Inc. (“Merger Sub”), an entity affiliated with a consortium led by William McMorrow, Chairman and Chief Executive Officer of the Company, and certain other senior executives of the Company, and including Fairfax Financial Holdings Limited (“Fairfax”), pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub would merge with and into the Company, and the Company would continue as the surviving corporation (the “Merger”). If the Offering closes prior to the consummation of the Merger, the gross proceeds from the sale of the Notes will be deposited into an escrow account. If the Merger is not consummated on or prior to November 16, 2026 (or such later date as agreed to by the parties to the Merger Agreement), the Notes will be subject to a special mandatory redemption, at a price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest, if any, from the issue date of the Notes to, but not including, the date of such special mandatory redemption.\n\nFairfax, directly or through one or more of its affiliates, has committed to fund any shortfall between the amount of funds held in the escrow account and the special mandatory redemption price.\n\nA copy of the press release announcing the pricing of the Offering is attached hereto as Exhibit 99.1 and incorporated by reference herein.\n\nThis Form 8-K is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities."}