Fairfax Financial consortium to acquire Kennedy Wilson

Executive Summary

• Kennedy-Wilson Holdings Inc. has entered into a definitive agreement to be acquired in an all-cash transaction by a consortium led by its Chairman and CEO, William McMorrow, and senior executives, alongside Fairfax Financial Holdings.
• The consortium will acquire all outstanding common shares not already owned by them for $10.90 per share, representing a 46% premium to the unaffected share price as of November 4, 2025.
• Fairfax has committed to provide up to $1.65 billion in financing to fund the transaction, which is not subject to a financing condition. The transaction is expected to close in the second quarter of 2026.

Key Details

• Transaction Structure: All-cash acquisition of Kennedy-Wilson Holdings Inc. by a consortium consisting of the KW management group (led by William McMorrow) and Fairfax Financial Holdings.
• Purchase Price: $10.90 per share in cash.
• Premium: The price represents a 46% premium to Kennedy Wilson's unaffected share price as of November 4, 2025.
• Financing: Fairfax has entered into a commitment letter to provide up to $1.65 billion in financing to the consortium. This amount covers the cash purchase price, redemption of preferred shares not owned by the consortium, and other required payments. The transaction is not subject to a financing condition.
• Post-Closing Control: The KW management group will retain effective and operational control. Fairfax is expected to hold a majority of the economic interest immediately following closing.
• Closing Timeline: Expected to close in the second quarter of 2026.
• Conditions Precedent:
  • Approval by holders of a majority in voting power of outstanding capital stock.
  • Approval by a majority of votes cast by holders of equity securities (excluding consortium affiliates).
  • Receipt of required regulatory approvals and expiration of waiting periods.
• Dividends: The board may elect to declare up to two ordinary-course quarterly dividends of up to 12 cents per share until stockholder approvals are obtained.
• Listing Status: Common shares will cease trading on the New York Stock Exchange and be deregistered under SEC rules upon closing.
• Earnings Update: Kennedy Wilson will not host an earnings call for the fourth quarter and full-year ended December 31, 2025, due to the pending transaction.
• Advisers:
  • Special Committee: Financial adviser Moelis & Co. LLC; Legal adviser Cravath Swaine & Moore LLP.
  • Consortium: Financial advisers BofA Securities Inc. and J.P. Morgan Securities LLC; Legal adviser Debevoise & Plimpton LLP.
  • Fairfax: Legal adviser Allen Overy Shearman Sterling LLP.
  • Kennedy Wilson: Legal advisers Latham & Watkins LLP and Ropes & Gray LLP.

Notable Quotes

• Note: No direct quotes from the CEO or other executives were included in the provided text.