8-K
filed June 16, 2026, 8:56 AM ET
ticker KW
CIK 0001408100
M&A
confidence high
sentiment neutral
materiality 1.00
Kennedy-Wilson Holdings, Inc. (KW): M&A transaction — Kennedy-Wilson completes take-private merger with Fairfax at $10.90/share
Kennedy-Wilson Holdings, Inc.
- Merger consideration of $10.90 per share in cash paid to common stockholders (excluding rollover shares).
- Total cash consideration of approximately $1.6 billion; financed with $1.3 billion debt and equity from Fairfax and management.
- Issued $1.8B in new senior notes (7.000% due 2031 and 7.250% due 2033) to refinance existing debt and fund the merger.
- Common stock delisted from NYSE; company will file Form 15 to suspend SEC reporting obligations.
- Board of directors replaced; William J. McMorrow, In Ku Lee, Matthew Windisch, Wade Burton become initial directors.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nadine I. Watt resigned as Director at Kennedy-Wilson Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wade Burton was appointed as Director at Kennedy-Wilson Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub immediately prior to the Effective Time, including William J. McMorrow, In Ku Lee, Matthew Windisch and Wade Burton, became the initial directors of the Surviving Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Eisner resigned as Director at Kennedy-Wilson Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David A. Minella resigned as Director at Kennedy-Wilson Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matthew Windisch was appointed as Director at Kennedy-Wilson Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub immediately prior to the Effective Time, including William J. McMorrow, In Ku Lee, Matthew Windisch and Wade Burton, became the initial directors of the Surviving Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
In Ku Lee was appointed as Director at Kennedy-Wilson Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub immediately prior to the Effective Time, including William J. McMorrow, In Ku Lee, Matthew Windisch and Wade Burton, became the initial directors of the Surviving Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William J. McMorrow was appointed as Director at Kennedy-Wilson Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub immediately prior to the Effective Time, including William J. McMorrow, In Ku Lee, Matthew Windisch and Wade Burton, became the initial directors of the Surviving Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William J. McMorrow resigned as Director at Kennedy-Wilson Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sanaz Zaimi resigned as Director at Kennedy-Wilson Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wade Burton resigned as Director at Kennedy-Wilson Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Trevor Bowen resigned as Director at Kennedy-Wilson Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Meyers resigned as Director at Kennedy-Wilson Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stanley R. Zax resigned as Director at Kennedy-Wilson Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Todd Boehly resigned as Director at Kennedy-Wilson Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Boucher resigned as Director at Kennedy-Wilson Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Kennedy-Wilson Holdings, Inc. underwent a change of control involving Kona Bidco, LLC for $10.90 in cash per share (closed 2026-06-16).
- Action
- change of control
- Counterparty
- Kona Bidco, LLC
- Consideration
- $10.90 in cash per share
- Closing
- 2026-06-16
Exact text from the filing
rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) ceased to exist and was converted automatically into the right to receive $10.90 in cash per share, without interest (the “ Merger Consideration ”). At the Effective Time, each share of 4.75% Series B Cumulative Perpetual Preferred Stock (the “ Company Series
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Kennedy-Wilson Holdings, Inc. entered into Supplemental Indenture No. 2031-2 and Supplemental Indenture No. 2033-2 with Kennedy-Wilson, Inc., Wilmington Trust, National Association (as Trustee), and the Subsidiary Guarantors valued at $1.8 billion aggregate principal amount of senior notes (7.000% notes due 2031 and 7.250% notes due (effective 2026-06-16).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Kennedy-Wilson, Inc., Wilmington Trust, National Association (as Trustee), and the Subsidiary Guarantors
- Value
- $1.8 billion aggregate principal amount of senior notes (7.000% notes due 2031 and 7.250% notes due
- Effective
- 2026-06-16
Exact text from the filing
Following the release of the escrowed property, the Notes are fully and unconditionally guaranteed on an unsecured basis by the Company and certain of its subsidiaries, pursuant to Supplemental Indenture No. 2031-2, dated as of June 16, 2026 (“ Supplemental Indenture No. 2031-2 ”), by and among the Issuer, the Company, the subsidiary guarantors party thereto (the “ Subsidiary Guarantors ”) and the Trustee, with respect to the 2031 Notes and Supplemental Indenture No. 2033-2, dated as of June 16, 2026 (“ Supplemental Indenture No. 2033-2 ” and, together with Supplemental Indenture No. 2031-2, the “ Supplemental Indentures ”), by and among the Issuer, the Company, the Subsidiary Guarantors and the Trustee, with respect to the 2033 Notes.
View on SEC.gov
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