Form 8-K Kennedy-Wilson Holdings, For: Jun 08

June 9, 2023 6:16 AM EDT

Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
June 8, 2023
(Exact name of registrant as specified in its charter)

 (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)

(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))

(See definition of “large accelerated filer," "accelerated filer," "smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act). (Check one):
Large accelerated filer  Accelerated filer
Non-accelerated filer  Smaller reporting company
Emerging growth company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes      No
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $.0001 par valueKWNYSE
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

As previously announced, a wholly-owned subsidiary of Kennedy-Wilson Holdings, Inc., a Delaware corporation (collectively with certain of its subsidiaries, the “Company” or “we”), entered into a Loan Purchase and Sale Agreement (the “Agreement”) with Pacific Western Bank, a California state-chartered bank (“PacWest”), to acquire a portfolio of real estate construction loans (the “Loans”) from PacWest. On June 8, 2023, the Company and Fairfax Financial Holdings Limited, a Canadian corporation (collectively with certain of its subsidiaries and affiliates, “Fairfax” and together with the Company, the “KW/FF Purchasers”) closed on the purchase of 53 of the Loans (the “Initial Closing”). The purchase price paid for such 53 Loans (collectively, the “Initial Loans”) was a total of approximately $1.6 billion (excluding closing costs), and (i) was paid to PacWest to acquire a total of approximately $1.8 billion in aggregate principal balance that is currently outstanding under the Initial Loans (with remaining future funding obligations of approximately $1.4 billion); and (ii) is the price for the entire portfolio of Initial Loans and may not necessarily be reflective of the price paid for any individual loan. The KW/FF Purchasers will also be assuming all remaining future funding obligations under the Initial Loans, subject to customary conditions to disbursement. The Company’s investment in the acquisition of the Initial Loans was 5% of the purchase price and the future funding obligations. In addition, the Company will earn customary asset management fees from Fairfax for managing the Initial Loans.

Pursuant to the Agreement, the KW/FF Purchasers currently expect to also acquire an additional 12 Loans with an aggregate principal balance of $489 million (and future funding obligations of approximately $331 million) from PacWest for a total purchase price of approximately $452 million (excluding closing costs) (the “Additional Loans,” and together with the Initial Loans, the “KW/FF Loans”). The Company’s investment in the acquisition of these Additional Loans will also be 5% of the purchase price and the future funding obligations and upon acquiring each of the Additional Loans, the Company will earn customary asset management fees from Fairfax for managing such Additional Loan. The acquisition of the Additional Loans is currently expected to close on a rolling basis in tranches throughout June 2023 and the early part of the third quarter of 2023 as customary closing conditions are satisfied (including receipt of third-party consents and waivers). There can be no assurance that the acquisition of the Additional Loans will be completed in part or at all.

The aggregate principal balance of the KW/FF Loans, which are floating rate, currently carries an average interest rate of approximately 8.6% and approximately 80% of the KW/FF Loans are secured by multifamily or student housing development projects with the balance being a mix of industrial, hotel and life science office property development projects.

In addition, in connection with the Transaction, the Company is currently working on finalizing arrangements with PacWest for certain PacWest employees that originated and currently manage the Loans (“PW Team”) to join the Company as employees during the second and third quarters of 2023. Additionally, the Company and PacWest agreed to extend the due diligence period with respect to five additional Loans with an aggregate principal balance of approximately $187 million (until the Company waives due diligence, it is not obligated to purchase such Loans and its decision to either waive or not waive the due diligence condition with respect to these five Loans will not impact the Company and it partners’ rights and obligations to purchase each other Loan).

Concurrently with the Initial Closing, the Company also completed the assignment of its right and obligations to purchase ten of the Loans (the “Assigned Loans”) in their entirety from PacWest to an institutional investor (the “Assignee”). The aggregate principal balance of the Assigned Loans is approximately $500 million. The Company will not hold an investment in the Assigned Loans. However, in connection with Assignee’s acquisition of the Assigned Loans, the Company will earn a management fee from Assignee to manage the Assigned Loans for a period of up to nine (9) months.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are necessarily estimates reflecting the judgment of our senior management based on our current estimates, expectations, forecasts and projections and include comments that express our current opinions about trends and factors that may impact future operating results. Disclosures that use words such as “believe,” “may,” “anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,” “project” or the negative of these, as well as similar expressions, are intended to identify forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the proposed Transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein.

Forward-looking statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of our control, and involve known and unknown risks and uncertainties that could cause our actual results, performance or achievement, or industry results to differ materially from any future results, performance or achievements, expressed or implied by such forward-looking statements. These risks and uncertainties may include the risks and uncertainties described elsewhere in this report and other filings with the Securities and Exchange Commission (the “SEC”), including the Item 1A. “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2022, as supplemented by the risk factors disclosed in Item 1A. of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. Any such forward-looking statements, whether made in this report or elsewhere, should be considered in the context of the various disclosures made by us about our businesses including, without limitation, the risk factors discussed in our filings with the SEC. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
104Cover 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.

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.
Justin Enbody
Chief Financial Officer

Date: June 9, 2023






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