8-K

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):

September 8, 2021

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KENNEDY-WILSON HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-33824	26-0508760
(State or other jurisdiction<br> 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))

(See definition of “large accelerated filer," "accelerated filer," "smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act). (Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ☐  Yes    ☒  No

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

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 September 8, 2021, 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 the posting of an amendment to its August 10, 2021 notice (the “Original Notice”) of its election to redeem all of its issued and outstanding 3.95% sterling-denominated Bonds due 2022 (the “Bonds”). The only amendment to the Original Notice was to change the redemption date to October 11, 2021 (the “Optional Redemption Date”). In accordance with the Terms and Conditions of the Bonds (the “Conditions”), the outstanding Bonds called for redemption will be redeemed at the Make Whole Redemption Price (as defined in the Conditions). The Make Whole Redemption Price will be notified to the bondholders on October 7, 2021, such date being the second business day in London prior to the Optional Redemption Date.

As of September 8, 2021, the outstanding aggregate nominal amount of the Bonds is £219,810,000. Following the redemption of the Bonds, no Bonds will remain outstanding.

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 September 8, 2021.
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: September 8, 2021

Document

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 AMENDMENT TO EARLY REDEMPTION

to the holders of the outstanding

Sterling-denominated 3.95 per cent. Bonds due 2022 (ISIN: XS1117292554)

(the “Bonds”)

issued by

Kennedy Wilson Europe Real Estate Limited

(formerly known as Kennedy Wilson Europe Real Estate Plc)

(the “Issuer”)

Reference is hereby made to the “notice of early redemption” dated 10 August 2021 relating to the Bonds (the “Original Notice”).

NOTICE IS HEREBY GIVEN to the holders of the Bonds (the “Bondholders”) that the redemption date for the outstanding Bonds will now be 11 October 2021 (the “Optional Redemption Date”) instead of 10 September 2021 as indicated in the Original Notice.

In accordance with Condition 5(c) (Redemption at the Option of the Issuer) of the Terms and Conditions of the Bonds (the “Conditions”), the outstanding Bonds called for redemption will be redeemed at the Make Whole Redemption Price (as defined in the Conditions), together with interest accrued to (but excluding) the Optional Redemption Date.

The Make Whole Redemption Price and the amount of accrued interest per Calculation Amount (as defined in the Conditions) will now be notified to the Bondholders on 7 October 2021, such date being the second business day in London prior to the Optional Redemption Date.

For further information you may contact:

Daven Bhavsar, CFA

Vice President of Investor Relations

+1 (310) 887-3431

dbhavsar@kennedywilson.com

This notice, which is irrevocable, is given by Kennedy Wilson Europe Real Estate Limited on 8 September 2021.

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 Bonds 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