Fairfax Announces Completion of Kennedy Wilson Take-Private Transaction

Executive Summary

• Fairfax Financial Holdings and a consortium led by Kennedy-Wilson management have completed the acquisition of Kennedy-Wilson Holdings, Inc. for US$10.90 per share in cash.
• The KW Management Group retains effective operational control and leadership of Kennedy Wilson, while Fairfax holds the majority of the economic interest in the company.
• The transaction is funded in part by a US$1.3 billion three-year term loan facility, with Fairfax providing a stand-by guarantee to the lenders.

Key Details

• Transaction Completion: Previously announced acquisition of Kennedy-Wilson Holdings, Inc. by a Consortium (affiliated with a group led by KW Management and Fairfax affiliates) has been completed.
• Consideration: US$10.90 per share in cash pursuant to a Merger Agreement.
• Control & Economic Structure: The KW Management Group (led by Chairman & CEO William McMorrow) retains effective and operational control and continues to lead Kennedy Wilson; Fairfax holds a majority of the economic interest.
• Debt Financing: An affiliate of the Consortium (the "Borrower") entered into a Term Loan Credit Agreement securing a three-year US$1.3 billion term loan facility.
• Guarantee Terms: Fairfax agreed to provide a stand-by guarantee to the lenders, committing to guarantee the Borrower's obligations under the Credit Agreement upon the occurrence of certain specified events.
• Key Leadership: William McMorrow, Chairman and Chief Executive Officer of Kennedy Wilson, leads the KW Management Group alongside other senior executives and Fairfax affiliates.