ITEM 7.01 REGULATION FD DISCLOSURE.
OnNovember 4, 2022 ,Kennedy Wilson Europe Real Estate Limited ("KWE"), a wholly-owned subsidiary ofKennedy-Wilson Holdings, Inc. (the "Company" or "we"), issued a press release announcing the commencement of a cash tender offer (the "Tender Offer") for up to €150.0 million in aggregate nominal amount of its €550.0 million outstanding euro-denominated 3.25% notes due 2025 (the "KWE Notes"). KWE may increase or decrease the maximum aggregate nominal amount of KWE Notes subject to the Tender Offer in its sole and absolute discretion. The purchase price for the KWE Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be a price equal to 82% of the nominal amount of the relevant KWE Notes. The Tender Offer will expire at5:00 p.m. (CET) onNovember 10, 2022 , unless extended, re-opened or earlier terminated (the "Expiration Deadline"). The Company intends to fund KWE's purchase of the KWE Notes as described above with cash on hand and/or a drawdown under the Company's corporate revolving line of credit. Holders will also receive accrued and unpaid interest on the KWE Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date KWE makes payment for such KWE Notes, which date is anticipated to beNovember 16, 2022 , (the "Settlement Date") (subject to the right of KWE to extend, re-open, amend and/or terminate the Tender Offer). This Current Report on Form 8-K is neither an offer to purchase nor a solicitation to buy any of the KWE Notes nor is it a solicitation for acceptance of the Tender Offer.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
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 as a result of, but not limited to, the following factors: timing and consummation of the Tender Offer and risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the Tender Offer. 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 theSecurities and Exchange Commission (the "SEC"), including the Item 1A. "Risk Factors" section of our Annual Report on Form 10-K for the year endedDecember 31, 2021 , as supplemented by the risk factors disclosed in Item 1A. of our Quarterly Report on Form 10-Q for the quarter endedSeptember 30, 2022 . 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 theSEC . Except as required under the federal securities laws and the rules and regulations of theSEC , 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. Description 99.1 Regulatory News Release of Kennedy
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