kw-20211007

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):

October 7, 2021

_____________

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))

(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 October 7, 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 Make Whole Redemption Price (as defined in the Conditions) in connection with its previously announced election to redeem, on October 11, 2021 (the “Optional Redemption Date”), £219,810,000 in aggregate nominal amount of its outstanding 3.95% sterling-denominated Bonds due 2022 (the “Bonds”). Following the redemption, no Bonds will remain outstanding. The Issuer previously provided notice of such redemption and the Make Whole Redemption Price to the holders of the Bonds (the “Bondholders”) in accordance with the terms of the Terms and Conditions of the Bonds (the “Conditions”). In accordance with the Conditions, the aggregate nominal amount of the Bonds called for redemption will be redeemed at the Make Whole Redemption Price of £1,024.96 per £1,000 in principal amount of the Bonds. In addition, an amount equal to £11.15 per £1,000 in principal amount of the Bonds in respect of interest accrued to (but excluding) the Optional Redemption Date shall be payable in respect of all of the Bonds called for redemption.

The Company expects the redemption to be completed on October 11, 2021.

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 October 7, 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: October 7, 2021

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 MAKE WHOLE REDEMPTION PRICE

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”)

NOTICE IS HEREBY GIVEN to the holders of the Bonds (the “Bondholders”) of the Make Whole Redemption Price, following the publication by the Issuer on 8 September 2021 of a notice announcing that it had elected to redeem all of the outstanding Bonds in accordance with (i) Condition 5(c) (Redemption at the Option of the Issuer) of the Terms and Conditions of the Bonds (the “Conditions”) and (ii) the terms of the permanent global bond representing the Bonds.

Terms used in this notice but not defined herein shall have the meaning given them in the Conditions.

In accordance with Condition 5(c), the aggregate nominal amount of the Bonds called for redemption will be redeemed on 11 October 2021 (the “Optional Redemption Date”) at the Make Whole Redemption Price, together with interest accrued to (but excluding) the Optional Redemption Date.

The Issuer appointed Chatham Financial Europe, Ltd (such appointment having been approved by the Trustee in accordance with Condition 5(c)) as the Financial Adviser for the purposes of (i) reporting the relevant price referred to in the definition of Make Whole Redemption Price and (ii) calculating the Gross Redemption Yield.

Following the calculation of the Make Whole Redemption Price in accordance with Condition 5(c) on the date of this notice, such date being the second business day in London prior to the Optional Redemption Date, the Make Whole Redemption Price per Calculation Amount is hereby confirmed as £1,024.96 amounting to a total of £225,296,431.03 in respect of all of the Bonds called for redemption. In addition, an amount equal to £11.15 per Calculation Amount in respect of interest accrued to (but excluding) the Optional Redemption Date shall be payable, amounting to a total of £2,450,128.73 in respect of all of the Bonds called for redemption.

In accordance with the Conditions, all of the Bonds called for redemption will be cancelled and may not be re-issued or resold.

For further information you may contact:

Daven Bhavsar, CFA

Vice President of Investor Relations

+1 (310) 887-3431

[email protected]



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



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