Kennedy Wilson Terminates Exchange Offers and Consent Solicitations Amid Pending Acquisition

Key Points:

• Kennedy-Wilson, Inc., a wholly-owned subsidiary of Kennedy-Wilson Holdings, Inc. (NYSE: KW), has terminated its previously announced Exchange Offers and Consent Solicitations.
• The offers concerned the exchange of any and all of the company’s outstanding Senior Notes due 2029, 2030, and 2031 for newly issued Senior Notes due 2032 or 2034.
• No New Notes will be issued, and all validly tendered Existing Notes will be promptly returned to holders.
• The termination of these offers is not related to nor does it impact the pending acquisition of Kennedy Wilson by a consortium led by Chairman and CEO William McMorrow and Fairfax Financial Holdings Limited.
• The merger is expected to close in Q2 2026.

Details of Exchange Offers Termination

Kennedy Wilson announced the immediate termination of its Exchange Offers for its outstanding 4.750% Senior Notes due 2029, 4.750% Senior Notes due 2030, and 5.000% Senior Notes due 2031. The offer would have allowed holders to exchange these for newly issued 6.125% Senior Notes due 2032 or 6.375% Senior Notes due 2034.

The related Consent Solicitations, which sought approval for certain amendments to the indentures governing the Existing Notes, have also been terminated. As a result:

• No Existing Notes tendered for exchange will be accepted.
• No New Notes will be issued.
• The Proposed Amendments to the indentures will not be adopted.

Implications for Shareholders

This announcement is significant and potentially price-sensitive for shareholders. The termination of both Exchange Offers and Consent Solicitations may affect the company’s capital structure and debt management strategy. It signals that Kennedy Wilson will continue to operate under its existing debt arrangements rather than replacing them with new terms. Investors should consider the following:

• There will be no change to the terms of the outstanding debt securities at this time.
• The pending merger is not contingent on these Exchange Offers or Consent Solicitations.
• The company expects the merger to close in Q2 2026, which is a material event for shareholders.
• If the merger is consummated, shareholders will lose their equity interest in the company and will not participate in future earnings or growth.
• The merger is subject to shareholder approval and other conditions, and carries risks including potential disruption, costs, and the possibility of termination fees.

Background on the Merger

The proposed acquisition of Kennedy Wilson by a consortium led by William McMorrow and Fairfax Financial Holdings Limited is a pivotal event for the company. The company has already filed a preliminary proxy statement with the SEC and intends to file further documents regarding the merger. Shareholders should monitor SEC filings and company announcements for updates. Participants in the proxy solicitation include directors, executive officers, and certain employees, whose interests will be disclosed in the definitive proxy statement.

Risks and Forward-Looking Statements

The press release contains forward-looking statements, including expectations regarding the merger’s timing and outcome. These statements are subject to numerous risks and uncertainties, such as:

• Failure to obtain shareholder approval or satisfy closing conditions.
• Potential disruption to business operations.
• Costs, fees, and expenses related to the merger.
• Litigation and legal proceedings.
• Stock price volatility if the merger is not consummated.
• Loss of equity participation for shareholders post-merger.

Investors are advised to read all relevant SEC filings, including proxy statements and Schedule 13E-3, for full details.

Company Overview

Kennedy Wilson is a leading real estate investment company with \$36 billion in assets under management across the US, UK, and Ireland. Since going public in 2009, it has closed over \$60 billion in total transactions. The company focuses on opportunistic equity and debt investments alongside partners.
Fairfax Financial Holdings Limited is primarily engaged in property and casualty insurance, reinsurance, and investment management.

Contact Information

For investor inquiries: Daven Bhavsar, CFA, Head of Investor Relations, +1 (310) 887-3431, [email protected]
For media inquiries: Emily Heidt, Managing Director, Communications, +1 (310) 887-3499, [email protected]

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should consult the company’s official filings with the SEC and other regulatory authorities for full details and risks. This summary may contain forward-looking statements subject to risks and uncertainties, and actual results may differ materially. The information is accurate as of the date of publication and may be updated or supplemented by future disclosures.

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