Kennedy Wilson Holdings Inc. (NYSE: KW) announced that its wholly-owned subsidiary Kennedy-Wilson Inc. has commenced a private offering of $1.8 billion in senior notes. The offering consists of senior notes due 2031 and senior notes due 2033, offered under Rule 144A and Regulation S of the Securities Act.

The company stated it expects to use proceeds from the offering to redeem existing senior notes due 2029 and 2030, make an offer to purchase 5.000% senior notes due 2031, and potentially repay credit facility debt or fund general corporate purposes. These uses are contingent on the completion of a previously announced merger.

Kennedy Wilson is subject to a merger agreement dated February 16, 2026, with a consortium led by Chairman and CEO William McMorrow and other senior executives, including Fairfax Financial Holdings Limited. Under the agreement, the company would be acquired and taken private.

If the notes offering closes before the merger completion, proceeds will be held in escrow. The notes are subject to mandatory redemption at 100% of issue price plus accrued interest if the merger is not completed by November 16, 2026. Fairfax has committed to fund any shortfall in the escrow account needed for such redemption.

The notes will be offered only to qualified institutional buyers and certain international investors. Upon merger completion, the notes will be guaranteed by Kennedy Wilson Holdings and certain subsidiaries.

Kennedy Wilson is a real estate investment company with $36 billion of assets under management across the United States, United Kingdom and Ireland.