Kennedy Wilson, Inc. has announced the launch of exchange offers for any and all of its outstanding 4.750% senior notes due 2029, 4.750% senior notes due 2030, and 5.000% senior notes due 2031, as well as related consent solicitations. The exchange offers are being made in connection with the proposed acquisition of the company pursuant to an agreement and plan of merger.
The exchange offers are being made to eligible holders, and the maximum aggregate principal amount of option A notes that may be issued is $906,000,000, while the maximum aggregate principal amount of option B notes that may be issued is also $906,000,000. In addition to the consideration described above, the issuer will pay in cash accrued and unpaid interest on the existing notes accepted in the exchange offer from the latest interest payment date to the issue date of the new notes. The new notes will be fully and unconditionally guaranteed on an unsecured basis by the same guarantors that currently guarantee the existing notes.
Prior to the launch of the exchange offers and consent solicitations, certain holders of the existing notes, representing approximately 19% of the existing 2029 notes, approximately 35% of the existing 2030 notes, approximately 27% of the existing 2031 notes, and approximately 27% of the existing notes in the aggregate, have agreed to support the exchange offers and consent solicitations.
The exchange offers and consent solicitations are being made solely to eligible holders upon the terms and subject to the conditions set forth in the offering memorandum and the related procedures. The complete terms and conditions of the exchange offers and consent solicitations are described in the offering memorandum, which eligible holders can obtain by contacting the exchange agent and information agent.
The exchange offers and consent solicitations are subject to the terms and conditions set forth in the offering memorandum, and they are being made only to "qualified institutional buyers" and holders outside the United States that are not "U.S. persons" as such terms are defined under the Securities Act.
The new notes have not been and will not be registered under the Securities Act or under any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Kennedy Wilson is a leading real estate investment company with $36 billion of assets under management in high-growth markets across the United States, the UK, and Ireland. Fairfax Financial Holdings Limited is a holding company primarily engaged in property and casualty insurance and reinsurance and the associated investment management.
Investors and stockholders of the company are urged to read the definitive proxy statement, the schedule 13e-3, and any other relevant materials carefully and in their entirety when they become available because they will contain important information about the company and the merger. Today the company's shares have moved 0.0% to a price of $10.00. If you want to know more, read the company's complete 8-K report here.
