Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM 8-K

_____________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 7, 2024

_____________

KENNEDY-WILSON HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_____________

Delaware

001-33824

26-0508760

(State or other jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

151 S El Camino Drive Beverly Hills, California 90212

(Address of principal executive offices)(Zip Code)

(310) 887-6400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_____________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $.0001 par value	KW	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On November 7, 2024, Kennedy Wilson Europe Real Estate Limited (formerly known as Kennedy Wilson Europe Real Estate Plc) (the “Issuer”), a wholly owned subsidiary of Kennedy-Wilson Holdings, Inc. (the “Company” or “we”), announced its election to redeem, on December 18, 2024 (the “Optional Redemption Date”), €175,000,000 in aggregate nominal amount of its outstanding 3.25% euro-denominated Notes due 2025 (the “Notes”). The Issuer provided notice of such redemption to the holders of the Notes (the “Noteholders”) in accordance with the terms of the Terms and Conditions of the Notes (the “Conditions”). In accordance with the Conditions, the aggregate nominal amount of the Notes called for redemption will be redeemed at the Make Whole Redemption Price (as defined in the Conditions). The Company expects the Make Whole Redemption Price to be equal to approximately 100.2% of the principal amount redeemed plus accrued interest. The Make Whole Redemption Price will be calculated and notified to the Noteholders on December 16, 2024, such date being the second business day in London prior to the Optional Redemption Date, and shall be calculated in accordance with the Terms and Conditions. As of November 7, 2024, the outstanding aggregate nominal amount of the Notes is €475,000,000. Following the partial redemption of the Notes, €300,000,000 in aggregate nominal amount of the Notes will remain outstanding.

The Company expects the redemption to be completed on December 18, 2024.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description
99.1			Regulatory News Release of Kennedy Wilson Europe Real Estate Limited dated November 7, 2024.
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

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: November 7, 2024

Exhibit 99.1

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 (AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018)

NOTICE OF PARTIAL redemption

to the holders of the outstanding

Euro-denominated 3.250 per cent. Notes due 2025 (ISIN: XS1321149434)

(the “Notes”)

issued by

Kennedy Wilson Europe Real Estate Limited

(formerly known as Kennedy Wilson Europe Real Estate Plc)

(the “Issuer”)

NOTICE IS HEREBY GIVEN to the holders of the Notes (the “Noteholders”) that the Issuer has elected to redeem €175,000,000 in aggregate nominal amount of the Notes in accordance with (i) Condition 6(d) (Redemption at the Option of the Issuer) of the Terms and Conditions of the Notes and the Final Terms dated 10 November 2015 and 15 April 2016 in connection with the Notes (together, the “Final Terms” and, together with the Terms and Conditions of the Notes, the “Conditions”) and (ii) the terms of the permanent global note representing the Notes.

As at the date of this notice, the outstanding aggregate nominal amount of the Notes is €475,000,000.

Following the partial redemption of the Notes, €300,000,000 in aggregate nominal amount of the Notes will remain outstanding.

The redemption date for the aggregate nominal amount of the Notes which are called for redemption pursuant to this notice will be 18 December 2024 (the “Optional Redemption Date”).

In accordance with Condition 6(d) and the Final Terms, the aggregate nominal amount of the Notes called for redemption will be redeemed at the Optional Redemption Amount, being the Make Whole Redemption Amount (each as defined and described in the Conditions), together with interest accrued to (but excluding) the Optional Redemption Date.

The Make Whole Redemption Amount and the amount of accrued interest per Calculation Amount (as defined in the Conditions) will be notified to the Noteholders on 16 December 2024, such date being the second business day in London prior to the Optional Redemption Date (being the Determination Date for the purposes of Condition 6(d)).

For further information you may contact:

Daven Bhavsar, CFA

Vice President of Investor Relations

dbhavsar@kennedywilson.com



0111390-0000052 UKO2: 2009001214.3			1

This notice, which is irrevocable, is given by Kennedy Wilson Europe Real Estate Limited on 7 November 2024.

This notice is released by the Issuer and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) (“MAR”), encompassing information relating to the partial redemption of Notes described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018), this announcement is made by Padmini Singla, General Counsel, Europe of the Issuer.

LEI Number: 213800WIL553Z1T6DZ52



0111390-0000052 UKO2: 2009001214.3			2

Cover Page	Nov. 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 07, 2024
Entity Registrant Name	KENNEDY-WILSON HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33824
Entity Tax Identification Number	26-0508760
Entity Address, Address Line One	151 S El Camino Drive
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90212
City Area Code	310
Local Phone Number	887-6400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, $.0001 par value
Trading Symbol	KW
Security Exchange Name	NYSE
Entity Central Index Key	0001408100
Amendment Flag	false