Item 8.01. Other Events
Tender Offer for 5.875% Senior Notes due 2024
On January 27, 2021, Kennedy-Wilson Holdings, Inc. ("Kennedy Wilson") issued a
press release announcing that it has commenced a cash tender offer (the "Tender
Offer") for up to $1.0 billion aggregate principal amount of its 5.875% Senior
Notes due 2024 (the "2024 Notes"). The Tender Offer is being made only pursuant
to the Offer to Purchase, dated January 27, 2021 (the "Offer to Purchase"),
which sets forth the terms and conditions of the Tender Offer. This Current
Report on Form 8-K is neither an offer to purchase nor the solicitation of an
offer to sell any 2024 Notes. The foregoing is qualified by reference to the
press release announcing the commencement of the Tender Offer filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Public Offering of Senior Notes
On January 27, 2021, Kennedy Wilson also issued a press release announcing a
proposed public offering of $1.0 billion aggregate principal amount notes,
consisting of senior notes due 2029 (the "2029 Notes") and senior notes due 2031
(the "2031 Notes" and, together with the 2029 Notes, the "Notes"). Kennedy
Wilson intends to use the net proceeds from the offering of the Notes, together
with cash on hand, to repurchase or redeem up to $1.0 billion aggregate
principal amount of 2024 Notes pursuant to the Tender Offer described above or
pursuant to the indenture governing the 2024 Notes, and to pay related
transaction expenses. If the offering of Notes is completed and less than
$1.0 billion aggregate principal amount of 2024 Notes are duly tendered and
purchased in the Tender Offer, then Kennedy Wilson intends to redeem an
aggregate principal amount of 2024 Notes that will cause the total principal
amount of 2024 Notes purchased in the Tender Offer or redeemed to be at least
$1.0 billion.
The Notes are being offered pursuant to an effective registration statement
under the Securities Act of 1933, as amended. The offering is being made only
pursuant to a prospectus supplement and accompanying prospectus relating to such
registration statement. This Current Report on Form 8-K is neither an offer to
sell nor the solicitation of an offer to buy any Notes. The foregoing is
qualified by reference to the press release announcing the proposed offering
filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by
reference herein.
Fourth Quarter and Full Year 2020 Rent Collections
As of January 21, 2021, Kennedy Wilson had collected a total of 94% of its share
of fourth quarter rents and has collected 96% of its share of full year 2020
rents from its properties in its global investment portfolio. Such collection
rates may not be indicative of collections in any future period.
Transaction Activity
Subsequent to the quarter ended September 30, 2020 and through January 25, 2021,
Kennedy Wilson and its equity partners sold a total of 38 properties at an
aggregate sales price of approximately $989 million. Kennedy Wilson had a
weighted average ownership interest of 68% in these properties. These
dispositions generated cash of approximately $526 million for Kennedy Wilson and
gains on sale to Kennedy Wilson of approximately $304 million. In addition,
subsequent to the quarter ended September 30, 2020, Kennedy Wilson and its
equity partners acquired a eight properties and completed three loan investments
at an aggregate purchase price of approximately $402 million. Kennedy Wilson has
a weighted average ownership interest of 37% in these properties, and Kennedy
Wilson's total equity investment in these acquisitions was approximately
$97 million (including closing costs).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release of Kennedy Wilson dated January 27, 2021.
99.2 Press Release of Kennedy Wilson dated January 27, 2021.
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