エドガーで原本を確認する
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): November 4, 2025
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) |
Registrant’s Telephone Number, Including Area Code: (310) 887-6400
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:
| ☐ | 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) |
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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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 7.01. Regulation FD Disclosure.
On November 4, 2025, Kennedy-Wilson Holdings, Inc. (the “Company”) received a proposal letter (the “Proposal Letter”) from William McMorrow, our Chairman and Chief Executive Officer, and Fairfax Financial Holdings Limited (collectively, the “Consortium”) to acquire all of the outstanding common stock of the Company not owned by the Consortium for $10.25 per share, payable in cash. The Board of Directors of the Company has formed a special committee to carefully evaluate the terms and conditions of the proposal. A copy of the Proposal Letter is furnished herewith as Exhibit 99.1.
No assurance can be given that a definitive agreement with respect to the Consortium’s proposal will be executed or that any potential transaction will be consummated. The Company does not undertake any obligation to provide any updates with respect to any transaction, except as required under applicable law.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Proposal Letter, dated November 4, 2025. | |
| 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.
|
||||||
| Date: November 4, 2025 | By: | /s/ In Ku Lee |
||||
Name: In Ku Lee |
||||||
Title: Executive Vice President and General Counsel |
Exhibit 99.1
November 4, 2025
Board of Directors
Kennedy-Wilson Holdings, Inc.
151 South El Camino Drive
Beverly Hills, California 90212
Dear Members of the Board of Directors (the “Board”):
We are pleased to submit this proposal to acquire, via a jointly-held holding company, all of the outstanding shares of common stock of Kennedy-Wilson Holdings, Inc. (the “Company”) we do not currently own, as outlined in more detail below. We are a consortium led by William J. McMorrow, the CEO and Chairman of the Company, and Fairfax Financial Holdings Limited (collectively, the “Consortium”), which will also include certain other current senior executive officers of the Company. As you are aware, members of the Consortium, together with their respective affiliates, as applicable, collectively own approximately 31% of the Company’s outstanding common stock on an as-converted basis (inclusive of all common stock underlying warrants held by the members of the Consortium).
We believe that our proposal to acquire all of the outstanding common shares of the Company not presently owned by members of the Consortium or their respective affiliates for $10.25 per share in cash (the “Transaction”) is in the best interests of the Company and its unaffiliated stockholders and other stakeholders, including its employees. Our proposal represents a premium of approximately 38% as compared to the Company’s closing share price on the New York Stock Exchange on November 3, 2025. Our proposal allows the Company’s stockholders unaffiliated with the Consortium to immediately realize liquidity and certainty of value for their investment at a compelling value. Private ownership will allow the Company to focus on continuing to execute its business plan without the need for ongoing public reporting (and the associated expense and administrative burden) and enable the Company to align resources with its long-term strategy.
We can fully finance the Transaction with certain Consortium members’ available liquidity. Accordingly, our proposal is not subject to obtaining financing, and there will be no financing condition in any definitive merger agreement in respect of the Transaction.
We expect that the Board will establish a special committee of independent directors (the “Special Committee”) fully-empowered to review and accept or reject this proposal or any other proposal we or any unaffiliated third party may make, in conjunction with independent legal and financial advisors selected and engaged by the Special Committee, to determine whether it is in the best interests of the Company and its shareholders (other than Consortium members) and to negotiate definitive agreements to effect the Transaction.
Members of the Consortium, in their capacity as shareholders of the Company, are only interested in acquiring the outstanding common stock of the Company that they do not already own; they are not interested in selling their Company common stock to another party and have no intention to vote in their capacity as shareholders of the Company in favor of any alternative transaction. Nevertheless, we can assure you that, if a Transaction does not occur for any reason, the relationship among the Consortium members and the Company will not be adversely affected, and members of the Consortium, and their respective affiliates, as applicable, presently intend to remain as long-term shareholders of the Company.
We reserve the right to withdraw or modify this proposal in any manner. As you are aware, certain members of the Consortium are obligated to disclose this proposal promptly in an amended Schedule 13D filing.
We are prepared to immediately begin negotiating definitive documentation for the Transaction once counsel to the Special Committee has been engaged, with the goal of entering into a binding definitive agreement as promptly as practicable.
We look forward to working constructively with the Special Committee, with the goal of consummating a successful transaction with value, speed and certainty. We and our advisors are available to discuss the terms of this proposal and respond to any questions. We will await your expeditious reply.
[Signature page follows]
2
| Sincerely, |
||
| /s/ William J. McMorrow |
||
| William J. McMorrow |
||
| FAIRFAX FINANCIAL HOLDINGS LIMITED |
||
| By: |
/s/ V. Prem Watsa | |
| Name: | V. Prem Watsa | |
| Title: | Chairman and Chief Executive Officer | |