{"url_path":"/sec/kw/8-k/2026-06-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/1408100/0001140361-26-025340-index.html","accession_number":"0001140361-26-025340","cik":"0001408100","ticker":"KW","issuer_name":"Kennedy-Wilson Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1408100/0001140361-26-025340-index.html","primary_entity_key":"0001408100","primary_entity_name":"Kennedy-Wilson Holdings, Inc."},"word_count":451,"has_tables":true,"body_markdown":"Item 1.01. Entry Into a Material Definitive Agreement.\n\nAs previously announced, on May 29, 2026, Kennedy-Wilson, Inc. (the “Issuer”), a wholly-owned subsidiary of the Company,\ncompleted the issuance and sale of $1.8 billion in aggregate principal amount of senior notes, consisting of $1.1 billion aggregate principal amount of 7.000% senior notes due 2031 (the “2031 Notes”) and $700 million aggregate principal\namount 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 gross\nproceeds from the issuance and sale of the Notes were deposited into an escrow account for the benefit of the holders of the Notes pending the consummation of the Merger.\n\nOn June 16, 2026, following the Effective Time, the escrowed property\nwas released pursuant to the terms of an Escrow Agreement, dated May 29, 2026, by and among the Company, Wilmington Trust, National Association, as trustee (the “Trustee”) and Wilmington Trust, National Association, as escrow agent, and\nthe net proceeds from the Notes were used to, among other things (i) redeem in full the Issuer’s 4.750% senior notes due 2029 (the “2029 Notes”) and 4.750% senior notes due 2030 (the “2030 Notes”) and pay any related premiums, fees\nand expenses, including accrued and unpaid interest with respect to the 2029 Notes and 2030 Notes and (ii) purchase $594,152,000 aggregate\nprincipal amount of the Issuer’s 5.000% senior notes due 2031, pursuant to the fundamental change provisions of the indenture governing such notes.\n\nFollowing the release of the escrowed property, the Notes are fully and unconditionally guaranteed on an unsecured basis by the\nCompany and certain of its subsidiaries, pursuant to Supplemental Indenture No. 2031-2, dated as of June 16, 2026 (“Supplemental Indenture No. 2031-2”), by and among the Issuer, the Company, the subsidiary guarantors party thereto (the “Subsidiary\n\nGuarantors”) and the Trustee, with respect to the 2031 Notes and Supplemental Indenture No. 2033-2, dated as of June 16, 2026 (“Supplemental Indenture No. 2033-2” and, together with Supplemental Indenture No. 2031-2, the “Supplemental\n\nIndentures”), by and among the Issuer, the Company, the Subsidiary Guarantors and the Trustee, with respect to the 2033 Notes.\n\nIn addition, following the release of the escrowed property, the Notes are no longer subject to the previously announced special\nmandatory redemption.\n\n2\n\nThe description of the Supplemental Indentures contained in Item 1.01 of this Current Report on Form 8-K does not purport to be\ncomplete and is qualified in its entirety by reference to Supplemental Indenture No. 2031-2 and Supplemental Indenture No. 2033-2, copies of which are filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference."}