--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-26-025340" form_type: "8-K" ticker: "KW" cik: "0001408100" company_name: "Kennedy-Wilson Holdings, Inc." filed_at: "2026-06-16T12:56:43+00:00" generated_at: "2026-06-16T13:00:43.944078+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Kennedy-Wilson completes take-private merger with Fairfax at $10.90/share ## Summary - 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. ## SEC filing metadata - accession: 0001140361-26-025340 - form_type: 8-K - ticker: KW - cik: 0001408100 - company_name: Kennedy-Wilson Holdings, Inc. - filed_at: 2026-06-16T12:56:43+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/ef20076165_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-26-025340 - JSON: https://secwatch.observer/filing/0001140361-26-025340.json - Plain text: https://secwatch.observer/filing/0001140361-26-025340.txt ## Key facts - Executive change Nadine I. Watt resigned as Director at Kennedy-Wilson Holdings, Inc.. - Action: resigned - Role: Director source text: each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change Wade Burton was appointed as Director at Kennedy-Wilson Holdings, Inc.. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change Michael Eisner resigned as Director at Kennedy-Wilson Holdings, Inc.. - Action: resigned - Role: Director source text: each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change David A. Minella resigned as Director at Kennedy-Wilson Holdings, Inc.. - Action: resigned - Role: Director source text: each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change Matthew Windisch was appointed as Director at Kennedy-Wilson Holdings, Inc.. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change In Ku Lee was appointed as Director at Kennedy-Wilson Holdings, Inc.. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change William J. McMorrow was appointed as Director at Kennedy-Wilson Holdings, Inc.. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change William J. McMorrow resigned as Director at Kennedy-Wilson Holdings, Inc.. - Action: resigned - Role: Director source text: each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change Sanaz Zaimi resigned as Director at Kennedy-Wilson Holdings, Inc.. - Action: resigned - Role: Director source text: each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change Wade Burton resigned as Director at Kennedy-Wilson Holdings, Inc.. - Action: resigned - Role: Director source text: each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change Trevor Bowen resigned as Director at Kennedy-Wilson Holdings, Inc.. - Action: resigned - Role: Director source text: each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change Jeffrey Meyers resigned as Director at Kennedy-Wilson Holdings, Inc.. - Action: resigned - Role: Director source text: each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change Stanley R. Zax resigned as Director at Kennedy-Wilson Holdings, Inc.. - Action: resigned - Role: Director source text: each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change Todd Boehly resigned as Director at Kennedy-Wilson Holdings, Inc.. - Action: resigned - Role: Director source text: each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Executive change Richard Boucher resigned as Director at Kennedy-Wilson Holdings, Inc.. - Action: resigned - Role: Director source text: each member of the Company’s board of directors resigned from and ceased serving on the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/0001140361-26-025340-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.