Kennedy Wilson Announces Expiration and Results of Fundamental Change Offer for Any and All of Its Outstanding 5.000% Senior Notes Due 2031
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 the expiration and results of its previously announced offer to purchase for cash (the “Offer”) any and all of its outstanding 5.000% Senior Notes due 2031 (the “Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 15, 2026 (the “Offer to Purchase”). The Offer was made pursuant to the Fundamental Change Offer provisions of the indenture governing the Notes (the “Indenture”) in connection with the acquisition of the Company pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 16, 2026, as amended on March 15, 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”) (collectively, the “Consortium”), pursuant to which Merger Sub merged with and into the Company, and the Company continued as the surviving corporation (the “Merger”). The consummation of the Merger constituted a Fundamental Change under the Indenture.
The Offer expired at 5:00 p.m., New York City time, on June 15, 2026 (the “Expiration Time”). According to information provided by D.F. King & Co., Inc., as tender and information agent for the Offer (the “Tender and Information Agent”), $594,152,000 aggregate principal amount of Notes, representing 99.03% of the $600,000,000 aggregate principal amount of the Notes outstanding as of the date of the Offer to Purchase, were validly tendered and not validly withdrawn at or prior to the Expiration Time.
The Issuer has accepted for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time. The table below sets forth information about the Notes:
|
Issuer |
|
Title of Security |
|
CUSIP No. |
|
Aggregate Principal Amount Outstanding |
|
Aggregate Principal Amount Tendered and Accepted for Purchase |

