Kennedy Wilson Holdings Inc. (NYSE: KW) announced the pricing of a $1.8 billion senior notes offering through its wholly-owned subsidiary Kennedy-Wilson Inc. The offering consists of $1.1 billion of 7.000% senior notes due 2031 and $700 million of 7.250% senior notes due 2033, according to a company statement.

The proceeds are intended to support a pending merger transaction. Kennedy Wilson Holdings entered into 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 merger is completed, Kennedy Wilson plans to use the net proceeds to redeem existing senior notes due in 2029 and 2030, make an offer to purchase 5.000% senior notes due 2031, and repay debt under its unsecured credit facility. The notes will be guaranteed by Kennedy Wilson Holdings and certain subsidiaries upon merger completion.

The offering includes a contingency provision tied to the merger timeline. If the offering closes before the merger is completed, proceeds will be held in escrow. Should the merger not close by November 16, 2026, the notes will be subject to mandatory redemption at 100% of the initial issue price plus accrued interest. Fairfax has committed to fund any shortfall between escrow funds and the redemption price.

The notes are being offered to qualified institutional buyers under Rule 144A and to certain international investors under Regulation S. Kennedy Wilson Holdings operates as a real estate investment company with $36 billion in assets under management across the United States, UK and Ireland.