Kennedy Wilson Enters into Agreement to be Acquired by Consortium Led by William McMorrow and Fairfax Financial

Executive Summary

• Kennedy‑Wilson Holdings, Inc. entered into a definitive merger agreement to be acquired in an all‑cash transaction by a consortium led by CEO William McMorrow and Fairfax Financial Holdings.
• The consortium will purchase all outstanding shares (except those already owned) at $10.90 per share, representing a 46 % premium to the unaffected price as of 4 Nov 2025.
• Fairfax has committed up to $1.65 billion in financing to fund the cash consideration, redemption of preferred shares and related transaction costs; the deal is not subject to a financing condition.

Key Details

• Transaction Structure: All‑cash acquisition; consortium consists of KW Management Group (led by William McMorrow) plus Fairfax Financial.
• Purchase Price: $10.90 per common share → 46 % premium to pre‑proposal price (Nov 4 2025).
• Financing Commitment: Fairfax commitment letter for up to $1.65 billion to cover cash purchase price, redemption of non‑consortium preferred shares and other required payments.
• Closing Timeline: Expected in Q2 2026, subject to customary closing conditions (stockholder approvals, regulatory approvals, waiting periods).
• Post‑Closing Ownership: KW Management Group retains operational control; Fairfax will hold a majority economic interest immediately after closing.
• Board Approval: Unanimous recommendation from a special committee of independent directors, with advice from independent financial and legal counsel.
• Dividends: Board may declare up to two ordinary‑course quarterly dividends of $0.12 per share before transaction approvals are obtained.
• Share Trading: Upon closing, Kennedy Wilson’s NYSE shares will cease trading and be deregistered with the SEC.
• Advisors:
• Special Committee – Moelis & Co. (financial), Cravath, Swaine & Moore (legal)
• Consortium – BofA Securities, J.P. Morgan Securities (financial); Debevoise & Plimpton (legal)
• Fairfax – Allen Overy Shearman Sterling (legal)
• Kennedy Wilson – Latham & Watkins, Ropes & Gray (legal)

Notable Quotes

• “The proposed transaction provides a compelling premium to our shareholders while preserving the operational leadership of the KW Management Group,” – William McMorrow, Chairman & CEO, Kennedy‑Wilson.

Materiality: Material – Positive (the deal offers a substantial premium and secures financing without condition).