Kennedy-Wilson issues $200M preferred and warrants to Fairfax Financial

Kennedy-Wilson Holdings, Inc.

Sells 200K shares of 6% Series C Cumulative Perpetual Preferred and 12.34M warrants (strike $16.21) to Fairfax for $200M total.
Proceeds to repay corporate line of credit and for general corporate purposes; closing conditioned on regulatory approvals.
Series C ranks pari passu with existing Series A & B preferred; cumulative 6% quarterly dividend; redeemable at $1,000/share plus accrued.
Warrants exercisable for 7 years via cash, cashless, or extinguishment of preferred shares; transfer restricted without Company consent.
Fairfax agrees to standstill until beneficial ownership <5% of fully diluted common; limit of 19.9% voting power pre-stockholder approval.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Kennedy-Wilson Holdings, Inc. entered into 6.00% Series C Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement with Fairfax Financial Holdings Limited valued at $200,000,000 (effective 2023-06-04).

Action: entry
Agreement: equity purchase
Counterparty: Fairfax Financial Holdings Limited
Value: $200,000,000
Effective: 2023-06-04

Exact text from the filing

On June 4, 2023, Kennedy-Wilson Holdings, Inc. (the “Company”) entered into a 6.00% Series C Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement (the “Securities Purchase Agreement”) with Fairfax Financial Holdings Limited, a corporation organized under the laws of Canada (together with its permitted assigns, each, a “Purchaser,” and collectively, the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers, and the Purchasers agreed to purchase from the Company, subject to customary closing conditions: (i) 200,000 shares (the “Purchased Shares”) of the Company’s to-be-designated 6.00% Series C Cumulative Perpetual Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”); and (ii) 12,338,062 warrants (the “Warrants,” and together with the Purchased Shares, the “Purchased Securities”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with an initial exercise price of $16.21 per Wa

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Kennedy-Wilson Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001408100-23-000084

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