0001408100false00014081002025-08-072025-08-07
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):
August 7, 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)
(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))
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).
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 August 7, 2025, 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”), announced its election to redeem, on October 3, 2025 (the “Optional Redemption Date”), all of its issued and outstanding 3.250% euro-denominated Notes due 2025 (the “Notes”). The Issuer provided notice of such redemption to the holders of the Notes (the “Noteholders”) in accordance with the terms of the Terms and Conditions and Final Terms of the Notes (together, the “Final Terms” and, together with the Terms and Conditions of the Notes, the “Conditions”). In accordance with the Conditions, the outstanding Notes called for redemption will be redeemed at the Optional Redemption Amount, being the principal amount of the Notes outstanding, together with interest accrued to (but excluding) the Optional Redemption Date (such interest accrued being an amount equal to €2,893.84 per Calculation Amount (as defined in the Conditions), amounting to a total of €8,681,520). As of August 7, 2025, the outstanding aggregate nominal amount of the Bonds is €300,000,000. Following the redemption of the Notes, no Notes will remain outstanding.
The Company expects the redemption to be completed on October 3, 2025.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
|
|
|
|
|
| (d) Exhibits. |
|
| Exhibit No. |
Description |
| 99.1 |
|
| 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: August 7, 2025
EX-99.1
2
kwe-redemptionnoticerns.htm
REGULATORY NEWS RELEASE OF KENNEDY WILSON EUROPE REAL ESTATE LIMITED
Document
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 redemption
to the holders of the outstanding
Euro-denominated 3.250 per cent. Notes due 2025 (ISIN: XS1321149434)
(the “Notes”)
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 Notes (the “Noteholders”) that the Issuer has elected to redeem the outstanding Notes in accordance with (i) Condition 6(d) (Redemption at the Option of the Issuer) of the Terms and Conditions of the Notes and the Final Terms dated 10 November 2015 and 15 April 2016 in connection with the Notes (together, the “Final Terms” and, together with the Terms and Conditions of the Notes, the “Conditions”) and (ii) the terms of the permanent global note representing the Notes.
Terms used in this notice but not defined herein shall have the meaning given to them in the Conditions.
As at the date of this notice, the outstanding aggregate nominal amount of the Notes is €300,000,000.
The redemption date for the outstanding Notes will be 3 October 2025 (the “Optional Redemption Date”).
In accordance with Condition 6(d) and the Final Terms, the outstanding Notes will be redeemed at the Optional Redemption Amount, being, as at the Optional Redemption Date, €100,000 per Calculation Amount, together with interest accrued to (but excluding) the Optional Redemption Date (such interest accrued being an amount equal to €2,893.84 per Calculation Amount, amounting to a total of €8,681,520).
In accordance with the Conditions, the outstanding Notes will be cancelled and may not be re-issued or resold.
For further information you may contact:
Daven Bhavsar, CFA
Head of Investor Relations
dbhavsar@kennedywilson.com
This notice, which is irrevocable, is given by Kennedy Wilson Europe Real Estate Limited on 7 August 2025.
|
|
|
|
|
|
|
|
|
|
0111390-0000054 UKO2: 2010590138.4 |
1 |
|
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 Notes 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
|
|
|
|
|
|
|
|
|
|
0111390-0000054 UKO2: 2010590138.4 |
2 |
|