As filed with the Securities and Exchange Commission on November 15, 2012May 6, 2022

Registration File No. 333-184752333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM AMENDMENT NO. 1S-3

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Kennedy-Wilson Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware26-0508760

Delaware151 S. El Camino Drive

Beverly Hills, CA 90212

(310) 887-6400

(State or Other Jurisdiction of

Incorporation or Organization)

 

26-0508760

(I.R.S. Employer

Identification No.)Number)

 9701 Wilshire Boulevard, Suite 700
Beverly Hills, California 90212
(310) 887-6400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

AND

Kennedy-Wilson, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of
Incorporation or Organization)

95-4364537

(I.R.S. Employer
Identification No.)

9701 Wilshire Boulevard, Suite 700
Beverly Hills, California 90212
(310) 887-6400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

AND

The Other Registrants Named in the Table of Additional Registrants Below

Justin Enbody

Chief Financial Officer

Kennedy-Wilson Holdings, Inc.

Kennedy-Wilson, Inc.

9701 Wilshire Boulevard, Suite 700151 S El Camino Drive

Beverly Hills, CaliforniaCA 90212

(310) 887-6400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all correspondence to:

Julian T.H. Kleindorfer

Latham & Watkins LLP

355 South Grand Avenue Suite 100

Los Angeles, California 90071

(213) 485-1234

Fax: (213) 891-8763

 

 

(Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this Registration Statement becomes effective.)registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:    ¨box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:    xbox.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨  Accelerated filer x
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨


CALCULATION OF REGISTRATION FEE

Title of each class of

securities to be registered

 Proposed
maximum
aggregate
offering price(1)
 Amount of
registration fee(2)

Common Stock, $0.0001 par value per share, of
Kennedy-Wilson Holdings, Inc.
(3)(4)

 Emerging growth company 

Preferred Stock, $0.0001 par value per share, of
Kennedy-Wilson Holdings, Inc.
(5)(6)

Warrants(7)

Debt Securities of Kennedy-Wilson Holdings, Inc.(8)

Debt Securities of Kennedy-Wilson, Inc.(8)

Guarantees of Debt Securities of Kennedy-Wilson Holdings, Inc. and Kennedy-Wilson, Inc.(9)(10)

Total

$350,000,000$47,740(11)

(1)Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3. Securities registered hereunder may be sold separately or together with other securities registered hereby. Subject to Rule 462(b) under the Securities Act, in no event will the aggregate maximum offering price of the securities issued under this registration statement exceed $350,000,000 or its equivalent in a foreign currency based on the exchange rate at the time of sale.
(2)Calculated pursuant to Rule 457(o) the Securities Act.
(3)Includes shares of common stock of Kennedy-Wilson Holdings, Inc.,If an emerging growth company, indicate by check mark if any, issuable upon conversion of the debt securities of Kennedy-Wilson Holdings, Inc. registered hereby. Pursuant to Rule 457(i) under the Securities Act, no separate filing fee is payable for any such shares issuable upon conversion of such debt securities to the extent no additional consideration is to be received in connection with the exercise of the conversion privilege of such debt securities.
(4)Includes shares of common stock of Kennedy-Wilson Holdings, Inc., if any, issuable upon exercise of the warrants registered hereby.
(5)Includes shares of preferred stock of Kennedy-Wilson Holdings, Inc., if any, issuable upon conversion of the debt securities of Kennedy-Wilson Holdings, Inc. registered hereby. Pursuant to Rule 457(i) under the Securities Act, no separate filing fee is payable for any such shares issuable upon conversion of such debt securities to the extent no additional consideration is to be received in connection with the exercise of the conversion privilege of such debt securities.
(6)Includes shares of preferred stock of Kennedy-Wilson Holdings, Inc., if any, issuable upon exercise of the warrants registered hereby.
(7)Warrants exercisable for shares of common stock or preferred stock of Kennedy-Wilson Holdings, Inc.
(8)Such debt securities may be senior, senior subordinated or subordinated.
(9)Consists of (i) full and unconditional guarantees of debt securities of Kennedy-Wilson Holdings, Inc. by any one or more of Kennedy-Wilson, Inc. and/or the guarantor registrants listed on the Table of Additional Registrants below and (ii) full and unconditional guarantees of debt securities of Kennedy-Wilson, Inc. by Kennedy-Wilson Holdings, Inc. and by any one or more of the guarantor registrants listed on the Table of Additional Registrants below.
(10)Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is payable for the guarantees.
(11)Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordancehas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 8(a)7(a)(2)(B) of the Securities Act of 1933, as amended, orAct.  ☐


The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities pursuant to this prospectus until the registration statement shall become effective on such date asfiled with the Securities and Exchange Commission acting pursuantis effective. This prospectus is not an offer to said Section 8(a), may determine.


TABLE OF ADDITIONAL REGISTRANTS

(As Guarantors ofsell these securities and the Debt Securities)

Exact Name of Registrant as Specified in itsselling stockholders are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Charter

State or Other
Jurisdiction of
Incorporation
or
Organization
I.R.S.
Employer
Identification
Number

Address, Including Zip Code and
Telephone Number, Including Area
Code of Registrant’s Principal
Executive Offices

Kennedy-Wilson Properties, Ltd.

DE95-46971599701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Services, Inc.

DE95-48125799701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Services II, Inc.

DE20-36934939701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Services III, L.P.

DE26-15585209701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Equity, Inc.

DE95-48125809701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Equity II, Inc.

DE20-38127129701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Special Equity, Inc.

DE95-48125839701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Special Equity II, Inc.

DE20-36936189701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Special Equity III, LLC

DE26-15586079701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

K-W Properties

CA95-44925649701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Services III GP, LLC

DE26-38067269701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400


Exact Name of Registrant as Specified in its

Charter

State or Other
Jurisdiction of
Incorporation
or
Organization
I.R.S.
Employer
Identification
Number

Address, Including Zip Code and
Telephone Number, Including Area
Code of Registrant’s Principal
Executive Offices

KW BASGF II Manager, LLC

DE20-55233279701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Investors I, LLC

DE27-33379209701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Investors II, LLC

DE27-37885949701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Investors III, LLC

DE27-41104009701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Manager I, LLC

DE27-33377719701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Manager II, LLC

DE27-37884799701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Manager III, LLC

DE27-41108119701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Overseas Investments, Inc.

DE20-27156199701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Fairways 340 Corp.

DE20-41697079701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW—Richmond, LLC

DE26-28522639701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

SG KW Venture I Manager LLC

DE27-13666579701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Loan Partners I LLC

DE27-19444769701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400


Exact Name of Registrant as Specified in its

Charter

State or Other
Jurisdiction of
Incorporation
or
Organization
I.R.S.
Employer
Identification
Number

Address, Including Zip Code and
Telephone Number, Including Area
Code of Registrant’s Principal
Executive Offices

KW Loan Partners II LLC

CA27-24502099701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Summer House Manager, LLC

DE27-25024919701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Montclair, LLC

DE26-29421859701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Blossom Hill Manager, LLC

DE26-33303099701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Serenade Manager, LLC

DE27-32719879701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

K-W Santiago Inc.

CA95-47045309701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Redmond Manager, LLC

DE26-27736789701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Dillingham Ranch Aina LLC

DE20-46353829701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

68-540 Farrington, LLC

DE20-48798469701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Dillingham Aina LLC

DE20-47888029701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Fund Management Group, LLC

CA20-83423809701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson International

CA95-33791449701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400


Exact Name of Registrant as Specified in its

Charter

State or Other
Jurisdiction of
Incorporation
or
Organization
I.R.S.
Employer
Identification
Number

Address, Including Zip Code and
Telephone Number, Including Area
Code of Registrant’s Principal
Executive Offices

Kennedy-Wilson Tech, Ltd.

CA95-47258459701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWP Financial I

CA95-45066799701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Auction Group Inc.

CA26-08084609701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kenney-Wilson Properties, LTD.

IL36-27099109701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Manager IV, LLC

DE45-18361329701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Manager V, LLC

DE45-24774559701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Ireland, LLC

DE45-18400839701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Equity IV, LLC

DE45-21471999701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Residential Group, Inc.

CA45-27186569701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Fund IV—Kohanaiki, LLC

DE45-27186579701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Telstar Partners, LLC

DE45-27186589701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Investors IV, LLC

DE45-8371869701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400


Exact Name of Registrant as Specified in its

Charter

State or Other
Jurisdiction of
Incorporation
or
Organization
I.R.S.
Employer
Identification
Number

Address, Including Zip Code and
Telephone Number, Including Area
Code of Registrant’s Principal
Executive Offices

KWF Investors V, LLC

DE45-4773579701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Meyers Research, LLC

DE45-47234729701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Armacost, LLC

DE45-27275619701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Santa Maria Land Partners Manager, LLC

DE45-36300979701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Investment Adviser, LLC

DE45-43200189701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Capital

CA20-03156879701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Captowers Partners, LLC

DE45-50238999701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Four Points, LLC

DE45-51523949701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Loan Partners VII, LLC

DE45-51539879701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Investors VII, LLC

DE90-08457259701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Manager VII, LLC

DE90-08464439701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400


Exact Name of Registrant as Specified in its

Charter

State or Other
Jurisdiction of
Incorporation
or
Organization
I.R.S.
Employer
Identification
Number

Address, Including Zip Code and
Telephone Number, Including Area
Code of Registrant’s Principal
Executive Offices

KW Residential Capital, LLC

DE46-06783059701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Boise Plaza, LLC

DE45-54712429701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Loan Partners VIII, LLC

DE36-47354759701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW UR Investments 1, LLC

DE45-43662819701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW UR Investments 2, LLC

DE45-43663929701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Services IV, L.P.

DE27-47874149701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Services IV GP, LLC

DE27-47863919701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW/CV Third Pacific Manager, LLC

DE46-07089469701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW EU Loan Partners II, LLC

DE46-09611399701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Investors VIII, LLC

DE46-07267749701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Manager VIII, LLC

DE46-07269239701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW HP 11, LLC

DE46-10721119701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400


Exact Name of Registrant as Specified in its

Charter

State or Other
Jurisdiction of
Incorporation
or
Organization
I.R.S.
Employer
Identification
Number

Address, Including Zip Code and
Telephone Number, Including Area
Code of Registrant’s Principal
Executive Offices

KW 1200 Main, LLC

DE46-10647349701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Harrington LLC

DE46-09955239701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KWF Manager IX, LLC

DE46-12975519701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Sandpiper, LLC

DE80-08550579701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Sandpiper Manager, LLC

DE46-10826779701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 5200 Lankershim Manager, LLC

DE46-09417539701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 5200 Lankershim, LLC

DE90-08856249701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Lake Merritt Partners, LLC

DE46-11273939701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW Lake Merritt, LLC

DE61-16946109701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012A LLC

DE46-12655349701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012B LLC

DE46-12641049701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012C LLC

DE46-12710479701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400


Exact Name of Registrant as Specified in its

Charter

State or Other
Jurisdiction of
Incorporation
or
Organization
I.R.S.
Employer
Identification
Number

Address, Including Zip Code and
Telephone Number, Including Area
Code of Registrant’s Principal
Executive Offices

KW 2012D LLC

DE46-12658319701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012E LLC

DE46-12662129701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012F LLC

DE46-12713089701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012G LLC

DE46-12714199701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012H LLC

DE46-12715319701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012I LLC

DE46-12715899701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012J LLC

DE46-12716629701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012K LLC

DE46-12788059701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012L LLC

DE46-12789019701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012M LLC

DE46-12790039701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012N LLC

DE46-1279113

9701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212

(310) 887-6400

KW 2012O LLC

DE46-12792259701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400


Exact Name of Registrant as Specified in its

Charter

State or Other
Jurisdiction of
Incorporation
or
Organization
I.R.S.
Employer
Identification
Number

Address, Including Zip Code and
Telephone Number, Including Area
Code of Registrant’s Principal
Executive Offices

KW 2012P LLC

DE46-12882059701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012Q LLC

DE46-12882819701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012R LLC

DE46-12885089701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400

KW 2012S LLC

DE46-12886479701 Wilshire Boulevard,
Suite 700
Beverly Hills, California 90212
(310) 887-6400


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

SUBJECT TO COMPLETION, DATED NOVEMBER 15, 2012MAY 6, 2022

Preliminary ProspectusPROSPECTUS

$350,000,000

LOGO

KENNEDY-WILSON HOLDINGS, INC.

300,000 shares of 4.75% Series B Cumulative Perpetual Preferred Stock

13,500,000 Shares of Common Stock

 

KENNEDY-WILSON HOLDINGS, INC.

KENNEDY-WILSON, INC.

Common Stock

This prospectus relates to the resale, by the selling securityholders identified in this prospectus and any related supplements or amendments, of up to: (i) 300,000 shares of our 4.75% Series B Cumulative Perpetual Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”); and (ii) 13,500,000 shares of our common stock, par value $0.0001 per share (together, with the Series B Preferred Stock, the “Securities”), issuable on exercise of 13,043,478 warrants (the “Warrants”) to purchase common stock issued by us. We issued the Series B Preferred Stock and the Warrants on March 8, 2022 in a private placement pursuant to Section 4(a)(2) of the Securities Act, as amended (the “Securities Act”).

Warrants

DebtThe selling securityholders may sell the Securities

Guarantees of Debt Securities

Kennedy-Wilson Holdings, Inc. (“Kennedy-Wilson Holdings”) may offer and sell, from time to time in one ora number of different ways and at varying prices. For more offerings, in amounts, at prices andinformation on terms determined atpossible methods of sale by the timeselling securityholders, refer to the section of this prospectus entitled “Plan of Distribution.” We will not receive any proceeds from the sale of any such offering, (i) sharesSecurities covered by this prospectus. We will bear all costs, expenses and fees in connection with the registration, under the Securities Act, of its common stock, (ii) shares of its preferred stock, which may be issued in one or more series, (iii) warrants to purchase its common stock or preferred stock, and (iv) debt securities, which may be senior, senior subordinated or subordinated. The debt securities offered and sold by Kennedy-Wilson Holdings may be fully and unconditionally guaranteed by one or more of its subsidiaries. In addition, Kennedy-Wilson, Inc. (“Kennedy-Wilson”) maythe offer and sell debt securities, which may be senior, senior subordinated or subordinated, from time to time, in one or more offerings, in amounts, at prices and on terms determined atsale of the time of any such offering. The debt securities offered and sold by Kennedy-Wilson will be fully and unconditionally guaranteed by Kennedy-Wilson Holdings and also may be fully and unconditionally guaranteed by one or more of Kennedy-Wilson’s subsidiaries. Kennedy-Wilson Holdings and Kennedy-Wilson are sometimes referred to in this prospectus as the “issuers.”

The common stock, preferred stock, warrants, debt securities and guarantees being offeredSecurities pursuant to this prospectus are collectively referred to in this prospectus as the “securities.” The securities may be offered in amounts, at prices and on terms determined at the time of the offering of such securities. However, the securities will have a maximum aggregate offering price of $350,000,000 or its equivalent in a foreign currency based on the exchange rate at the time of sale.

The specific terms of the securities will be provided in one or more supplements to this prospectus at the time of offering. You should read this prospectus and the accompanying prospectus supplement carefully before you make your investment decision.

related registration statement. The securities may be offered directly by the applicable issuer, through agents designated from timeselling securityholders will bear all commissions and discounts, if any, attributable to time or to or through underwriters or dealers. If any agents, dealers or underwriters are involved in the sale of anythe Securities.

Our shares of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections entitled “Plan of Distribution” and “About this Prospectus” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such series of securities.

Kennedy-Wilson Holdings’ common stock isare listed on the New York Stock Exchange under the trading symbol “KW.” Each prospectus supplement will indicate whether the securities offered thereby will be listedThe last reported sale price of our common stock on any securities exchange.May 5, 2022 was $21.97 per share.

The principal executive offices of the issuers are located at 9701 Wilshire Boulevard, Suite 700, Beverly Hills, California, and their telephone number is (310) 887-6400.

Investing in our Securities involves risks. See “Risk Factors” on page 2.

INVESTING IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE RISK FACTORS INCLUDED IN THE PERIODIC REPORTS FILED BY THE ISSUERS, IN ANY PROSPECTUS SUPPLEMENT RELATING TO SPECIFIC OFFERINGS OF SECURITIES AND IN OTHER DOCUMENTS THAT THE ISSUERS FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. SEE “RISK FACTORS” BEGINNING ON PAGE 1 OF THIS PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securitiesSecurities or passed upon the adequacydetermined if this prospectus is truthful or accuracy of the prospectus.complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             ,             2012.


TABLE OF CONTENTS

 

RISK FACTORSAbout This Prospectus

ii

Where You Can Find More Information; Incorporation By Reference

iii

Cautionary Note Regarding Forward-Looking Statements

v

Prospectus Summary

   1 

ABOUT THIS PROSPECTUSRisk Factors

   2 

KENNEDY-WILSON HOLDINGS, INC.Use of Proceeds

   37 

WHERE YOU CAN FIND ADDITIONAL INFORMATIONDescription of the Series B Preferred Stock

4

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

5

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

6

USE OF PROCEEDS

   8 

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDSDescription of Common Stock

   922 

DESCRIPTION OF SECURITIESCertain United States Federal Income Tax Considerations

   1023 

DESCRIPTION OF COMMON STOCKSelling Securityholders

11

DESCRIPTION OF PREFERRED STOCK

12

DESCRIPTION OF WARRANTS

16

DESCRIPTION OF DEBT SECURITIES

18

DESCRIPTION OF GUARANTEES

27

PLAN OF DISTRIBUTION

28

LEGAL MATTERS

   30 

EXPERTSPlan of Distribution

30

TRANSFER AGENT AND REGISTRAR

   32 

Legal Matters

35

Experts

35

You should rely only on theNo dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, in an accompanying prospectus supplement or incorporated by reference herein or therein. Neither issuer has authorized anyone to provide you with information or make any representation that is different. If anyone provides you with different or inconsistent information, you shouldprospectus. You must not rely on it.any unauthorized information or representations. This prospectus and any accompanying supplement to this prospectus supplement do not constitute an offer to sell, or a solicitation of an offer to buypurchase, any securities other than the registered securities to which they relate, andSecurities, nor does this prospectus and any accompanying prospectus supplement do notto this prospectus constitute an offer to sell, or thea solicitation of an offer to buy securitiespurchase, the Securities offered by this prospectus in any jurisdiction where,to or from any person whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. The information contained in this prospectus is current only as of its date.

Neither this prospectus nor any accompanying prospectus constitutes an offer, or an invitation on our behalf or on behalf of the selling securityholders or any agent, to subscribe for and purchase any of the Securities and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. You should not assume that the information contained

As used in this prospectus, “our,” “we,” “us,” the “Company” and any accompanying prospectus supplement is correct on any date after“KW” refer to Kennedy-Wilson Holdings, Inc., and its subsidiaries collectively, unless the respective dates of the prospectus and such prospectus supplement or supplements, as applicable, even though this prospectus and such prospectus supplement or supplements are delivered or securities are sold pursuant to the prospectus and such prospectus supplement or supplements at a later date. Since the respective dates of this prospectus and any accompanying prospectus supplement, the issuers’ respective businesses, financial conditions, results of operations and prospects may have changed. The issuers may use this prospectus to sell the securities only if it is accompanied by a prospectus supplement.

context otherwise requires.

 

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RISK FACTORS

An investment in the securities involves a high degree of risk. You should consider carefully all of the material risks incorporated by reference in this prospectus, including the risk factors set forth in Kennedy-Wilson Holdings’ most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC, together with the other information contained in this prospectus and any applicable prospectus supplement before making a decision to invest in the securities. If any of the risks occur, the applicable issuer’s business, financial condition and operating results may be materially adversely affected. In that event, the trading price of the securities could decline, and you could lose all or part of your investment. This prospectus also contains or incorporates by reference forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated by the forward-looking statements as a result of specific factors, including the risks incorporated by reference in this prospectus. For more information, see the sections entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”

ABOUT THIS PROSPECTUS

This prospectus is part of a “shelf” registration statement that the issuerswe have filed with the Securities and Exchange Commission or SEC.(the “SEC”). Under this shelf registration process, the issuersselling securityholders may, sell securities, from time to time, sell the Securities in one or more offerings up to a total dollar amount of $350,000,000 or its equivalent in a foreign currency based on the exchange rate at the time of sale. This prospectus provides you with a general description of the securities that may be offered, which is not meant to be a complete description of each security. offerings.

Each time securities are sold,the selling securityholders offer Securities, we will, if required, provide a prospectus supplement containingthat will contain specific information about the terms of that offering will be provided, including the specific amounts, prices and terms of the securities offered.offering. The prospectus supplement and any other offering materialalso may also add, to, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. You are urged toshould read both this prospectus and any prospectus supplement and any other offering material (including a free writing prospectus) prepared by or on behalf of the applicable issuer for a specific offering of securities, together with additional information described under the heading “Where You Can Find Additional Information”More Information; Incorporation By Reference” on page 4 of this prospectus. You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement and in any authorized free writing prospectus. Neither issuer has authorized anyone to provide you with different information. The issuers are not making an offer to sell or soliciting an offer to purchase these securities in any jurisdiction where the offer or sale is not permitted.

The issuers may offer the securities directly, through agents, or to or through underwriters or dealers. The applicable prospectus supplement will describe the terms of the plan of distribution and set forth the names of any underwriters involved in the sale of the securities. See “Plan of Distribution” beginning on page 26 for more information on this topic. No securities may be sold without delivery of a prospectus supplement describing the method and terms of the offering of those securities.

KENNEDY-WILSON HOLDINGS, INC.

Unless otherwise stated or the context otherwise requires, as used in this section, the words “we,” “us,” “our” or the “company” refer to Kennedy-Wilson Holdings, Inc. and its subsidiaries.

Founded in 1977, we are an international real estate investment and services firm. We are a vertically-integrated real estate operating company with approximately 300 professionals in 23 offices throughout the United States, United Kingdom, Ireland and Japan. Based on management’s estimate of fair value as of September 30, 2012, as of that date we had approximately $11.9 billion of real estate and real estate related assets under our management, totaling over 58 million square feet of properties throughout the United States, Europe and Japan. This included ownership in 13,950 multifamily apartment units, of which 204 units were owned by our consolidated subsidiaries and 13,746 were held in joint ventures.

Our principal executive offices are located at 9701 Wilshire Boulevard, Suite 700, Beverly Hills, CA 90212, and our telephone number is (310) 887-6400. Our website is http://www.kennedywilson.com. The information contained in, or that can be accessed through, our website is not partiii of this prospectus.

The registration statement that contains this prospectus, including the exhibits to the registration statement, contains additional information about us and the Securities offered under this prospectus. That registration statement can be read at the SEC website mentioned under the heading “Where You Can Find More Information; Incorporation By Reference.”

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WHERE YOU CAN FIND ADDITIONAL INFORMATIONMORE INFORMATION; INCORPORATION BY REFERENCE

The issuersAvailable Information

We have filed a registration statement on Form S-3 with respect to the securitiesSecurities offered by this prospectus with the SEC in accordance with the Securities Act of 1933, as amended, or the Securities Act and the rules and regulations enacted under its authority. This prospectus, which constitutes a part of the registration statement, does not contain all of the information included in the registration statement and its exhibits and schedules. Statements contained in this prospectus regarding the contents of any document referred to in this prospectus are not necessarily complete, and, in each instance, you are referred to the full text of the document that is filed or incorporated by reference as an exhibit to the registration statement. Each statement concerning a document that is filed or incorporated by reference as an exhibit should be read along with the entire document. Kennedy-Wilson Holdings filesWe file annual, quarterly and current reports and other information with the SEC. For further information regarding the issuers and the securities offered by this prospectus, please refer to the registration statement and its exhibits and schedules, which may be inspected without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also read and copy Kennedy-Wilson Holdings’ reports and other information filed with the SEC at the SEC’s Public Reference Room. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.

The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers, such as Kennedy-Wilson Holdings,us, that file electronically with the SEC. The SEC’s website address is http://www.sec.gov.

Kennedy-Wilson Holdings’Our corporate website is http://www.kennedywilson.com. The information contained in, or that can be accessed through, that website is not part of this prospectus and should not be relied upon in determining whether to purchase the securities.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCEIncorporation by Reference

The SEC allows information in documents that Kennedy-Wilson Holdings fileswe file with the SEC to be incorporated by reference in this prospectus, which means that important information may be disclosed to you by referring you to those documents on file with the SEC. The information incorporated by reference is considered to be a part of this prospectus. The following documents of Kennedy-Wilson Holdings, Inc. are deemed to be incorporated by reference:

 

our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022 (File No.  001-33824), as amended by Amendment No. 1 thereto, filed with the SEC on March 31, 2022 (File No. 001-33824);

the Annualour Quarterly Report on Form 10-K10-Q for the year ended December 31, 2011, filed with the SEC on March 14, 2012 (including the information specifically incorporated by reference in Part III of such Annual Report from the Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 27, 2012) (File No. 001-33824);

the Quarterly Reports on Form 10-Q for the quartersquarter ended March 31, 2012, June 30, 2012 and September 30, 2012,2022, filed with the SEC on May 9, 2012, August 9, 2012 and November 9, 2012, respectively5, 2022 (File No. 001-33824);

 

our Current Reports on Form 8-K, filed with the SEC on February 23, 2022 (excluding Item 7.01 and Exhibit 99.1) and March 8, 2022 (File No. 001-33824);

the Current Reports on Form 8-K,

the portions of our Proxy Statement on Schedule 14A, filed with the SEC on April 28, 2022 (File No.  001-33824), that are incorporated by reference in Part III of our Annual Report on Form 10-K for the year ended December 31, 2021; and

the description of Kennedy-Wilson Holdings’ common stock incorporated by reference in the Registration Statement on Form 8-A, filed with the SEC on March 18, 2010 (File No. 001-33824), including any amendments or reports filed for purpose of updating such description.

We are also incorporating by reference any additional documents that we file with the SEC on October 3, 2011, January 11, 2012, January 30, 2012, April 10, 2012, June 15, 2012, June 29, 2012, July 24, 2012 and November 6, 2012 (File No. 001-33824);

the description of Kennedy-Wilson Holdings’ common stock incorporated by reference in the Registration Statement on Form 8-A, filed with the SEC on March 18, 2010 (File No. 001-32824), including any amendments or reports filed for purpose of updating such description; and

any future filings of Kennedy-Wilson Holdings with the SEC underpursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act on or after the date of the initial registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement, and on or after the date of this prospectus but prior tobefore the termination of the applicable offering covered bydescribed in the applicable prospectus supplement and this prospectus. We are not, however, incorporating by reference any documents or portions thereof or exhibits thereto, whether specifically listed above or filed in the future, that are deemed to have been “furnished to,” rather than “filed” with, the SEC, including our compensation committee report and performance graph included or incorporated by reference in any Annual Report on Form 10-K or proxy statement, or any information or related exhibits furnished pursuant to Items 2.02 or 7.01 of Form 8-K, or any exhibits filed pursuant to Item 9.01 of Form 8-K that are not deemed “filed” with the SEC.

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Any statement in a document incorporated or deemed to be incorporated by reference in this prospectus is deemed to be modified or superseded to the extent that a statement contained in this prospectus, or in any other document subsequently filed with the SEC and incorporated by reference, modifies or supersedes that statement. If any statement is so modified or superseded, it does not constitute a part of this prospectus, except as modified or superseded.

Information that is “furnished to” the SEC shall not be deemed “filed with” the SEC and shall not be deemed incorporated by reference into this prospectus or the registration statement of which this prospectus is a part.

Each person, including any beneficial owner, to whom a prospectus is delivered, is entitled to receive a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may request a copy of these filings, at no cost, by writing or telephoning Kennedy-Wilson Holdings, Inc. at the following address and phone number:

Kennedy-Wilson Holdings, Inc.

9701 Wilshire Boulevard, Suite 700151 S. El Camino Drive

Beverly Hills, CA 90212

(310) 887-6400

Attn: Senior Vice President, Deputy General Counsel and Secretary

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements made by us in this prospectus and in other reports and statements released by either issuerus that are not historical facts constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 2121E of the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are necessarynecessarily 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 are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of the issuers’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. Although the issuerswe believe that theirour plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, no assurance can be givenwe do not guarantee that the transactions and events described will happen as described (or that they will happen at all). In evaluating these statements, you should specifically consider the risks described and referred to under the heading “Risk Factors” on page 12 of this prospectus, and in theour reports Kennedy-Wilson Holdings filesfiled from time to time with the SEC and incorporatesincorporated by reference herein, including, but not limited to, the following factors:herein.

disruptions in general economic and business conditions, particularly in geographies where the issuers’ respective businesses may be concentrated;

the continued volatility and disruption of the capital and credit markets, higher interest rates, higher loan costs, less desirable loan terms and a reduction in the availability of mortgage loans and mezzanine financing, all of which could increase costs and could limit the issuers’ ability to acquire additional real estate assets;

continued high levels of, or increases in, unemployment and general slowdowns in commercial activity;

the issuers’ leverage and ability to refinance existing indebtedness or incur additional indebtedness;

an increase in the issuers’ debt service obligations;

the issuers’ ability to generate a sufficient amount of cash from operations to satisfy working capital requirements and to service their existing and future indebtedness;

the issuers’ ability to achieve improvements in operating efficiency;

foreign currency fluctuations;

adverse changes in the securities markets;

the issuers’ ability to retain their senior management and attract and retain qualified and experienced employees;

the issuers’ ability to attract new user and investor clients;

the issuers’ ability to retain major clients and renew related contracts;

trends in use of large, full-service commercial real estate providers;

changes in tax laws in the United States, Europe or Japan that reduce or eliminate deductions or other tax benefits the issuers receive;

future acquisitions may not be available at favorable prices or upon advantageous terms and conditions; and

costs relating to the acquisition of assets the issuers may acquire could be higher than anticipated.

Any such forward-looking statements, whether made in this prospectus or elsewhere, should be considered in the context of the various disclosures made by the issuers about their respective businesses including, without limitation, the risk factors discussed above. Except as required under the federal securities laws and the rules and regulations of the SEC, none of the issuers intendswe do not have any intention or has an obligation to update publicly any forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise.

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PROSPECTUS SUMMARY

This summary provides a general overview of selected information and does not contain all of the information you should consider before buying our securities. Therefore, you should read this entire prospectus, any applicable accompanying prospectus supplement and any free writing prospectus that we have authorized for use in connection with this offering carefully, including the information incorporated by reference, before deciding to invest in our securities. Investors should carefully consider the information set forth under “Risk Factors” beginning on page 2of this prospectus, and the risk factors, financial statements and related notes incorporated by reference in this prospectus.

Overview

We are a global real estate investment company. We own, operate, and develop real estate with the objective of maximizing earnings over the long run for ourselves and our equity partners. We focus primarily on multifamily and office properties located in the Western United States, the United Kingdom and Ireland.

Our investment activities in our Consolidated Portfolio (as defined below) involve ownership of multifamily units, office, retail and industrial space and one hotel. Our ownership interests in such consolidated properties make up our Consolidated Portfolio (“Consolidated Portfolio”) business segment as discussed in further detail in our Annual Report on Form 10-K, which is incorporated herein by reference.

In addition to investing our shareholders’ capital, we invest capital on behalf of our partners in real estate and real estate-related assets through our co-investment portfolio. This fee-bearing capital represents total third-party committed or invested capital that we manage in our joint ventures and commingled funds that entitle us to earn fees, including, without limitation, asset management fees, construction management fees, acquisition and disposition fees and/or promoted interest, if applicable.

Corporate Information

Our principal executive offices are located at 151 S. El Camino Drive, Beverly Hills, CA 90212, and our telephone number is (310) 887-6400. Our website is http://www.kennedywilson.com. The information contained in, or that can be accessed through, our website is not part of this prospectus.

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RISK FACTORS

An investment in the Securities involves a high degree of risk. You should consider carefully all of the material risks incorporated by reference in this prospectus, including the risk factors set forth in our most recent Annual Report on Form 10-K and subsequent Quarterly Report(s) on Form 10-Q filed with the SEC, together with the other information contained or incorporated by reference in this prospectus and any applicable prospectus supplement before making a decision to invest in the Securities. If any of the risks occur, our business, financial condition and operating results may be materially adversely affected. In that event, the value or trading price of the Securities could decline, and you could lose all or part of your investment. This prospectus also contains or incorporates by reference forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated by the forward-looking statements as a result of specific factors, including the risks incorporated by reference in this prospectus. For more information, see the section entitled “Where You Can Find More Information; Incorporation By Reference.”

In addition to the other information included and incorporated by reference in this prospectus, you should carefully consider the risks described or referred to below before deciding to purchase any Securities.

Risks Relating to the Series B Preferred Stock

The Series B Preferred Stock is junior to our existing and future indebtedness and structurally junior to the liabilities of our subsidiaries.

If we liquidate, dissolve or wind up, whether voluntarily or involuntarily, then our assets will be available to distribute to our equity holders, including holders of the Series B Preferred Stock, only if all of our then-outstanding indebtedness is first paid in full. The remaining assets, if any, would then be allocated among the holders of our equity securities in accordance with their respective liquidation rights. There may be insufficient remaining assets available to pay the liquidation preference and unpaid accrued dividends on the Series B Preferred Stock. As of March 31, 2022, excluding intercompany indebtedness, we had approximately $5.5 billion consolidated indebtedness outstanding, excluding any fair value adjustments and loan fees.

In addition, our subsidiaries have no obligation to pay any amounts on the Series B Preferred Stock. If any of our subsidiaries liquidates, dissolves or winds up, whether voluntarily or involuntarily, then we, as a direct or indirect common equity owner of that subsidiary, will be subject to the prior claims of that subsidiary’s creditors, including trade creditors and preferred equity holders. We may never receive any amounts from that subsidiary, and, accordingly, the assets of that subsidiary may never be available to make payments on the Series B Preferred Stock.

We conduct all of our operations through our subsidiaries and will rely entirely on our subsidiaries to pay cash dividends on the Series B Preferred Stock.

We conduct all of our operations through our subsidiaries. Accordingly, our ability to obtain sufficient funds available to declare and pay dividends on the Series B Preferred Stock in cash will entirely depend on the cash flows of our subsidiaries and their ability to make distributions to us. None of our subsidiaries is under any obligation to make payments to us, and any payments to us would depend on the earnings or financial condition of our subsidiaries and various business considerations. Statutory, contractual or other restrictions may also limit our subsidiaries’ ability to pay dividends or make distributions, loans or advances to us. The terms of our existing indebtedness restricts our subsidiaries in certain circumstances to make payments to us, and future indebtedness we may incur could contain similar or more restrictive limitations. For these reasons, we may not have access to any assets or cash flows of our subsidiaries to declare and pay cash dividends on the Series B Preferred Stock.

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We may not have sufficient funds to pay, or may choose not to pay, dividends on the Series B Preferred Stock. In addition, regulatory and contractual restrictions may prevent us from declaring or paying dividends.

Our ability to declare and pay dividends on the Series B Preferred Stock will depend on many factors, including the following:

our financial condition, including the amount of cash we have on hand;

the amount of cash, if any, generated by our operations and financing activities;

our anticipated financing needs, including the amounts needed to service our indebtedness or other obligations;

the degree to which we decide to reinvest any cash generated by our operations or financing activities to fund our future operations;

the ability of our subsidiaries to distribute funds to us;

regulatory restrictions on our ability to pay dividends, including under the Delaware General Corporation Law; and

contractual restrictions on our ability to pay dividends.

In addition, our board of directors may choose not to pay accrued dividends on the Series B Preferred Stock for any reason. Accordingly, you may receive less than the full amount of accrued dividends on your Series B Preferred Stock. In addition, if we fail to declare and pay accrued dividends on the Series B Preferred Stock in full, then the value or trading price, if any, of the Series B Preferred Stock will likely decline.

The terms of our existing indebtedness restricts our subsidiaries in certain circumstances to make payments to us, and future indebtedness we may incur could contain similar or more restrictive limitations. If the terms of our indebtedness restrict or prohibit us from paying dividends, then we may seek to refinance that indebtedness or seek a waiver that would permit the payment of dividends. However, we may be unable or may choose not to refinance the indebtedness or obtain a waiver.

Under the Delaware General Corporation Law, we may declare dividends on the Series B Preferred Stock only out of our “surplus” (which generally means our total assets less total liabilities, each measured at their fair market values, less statutory capital), or, if there is no surplus, out of our net profits for the current or the immediately preceding fiscal year. We may not have sufficient surplus or net profits to declare and pay dividends on the Series B Preferred Stock.

If we are unable or decide not to pay accrued dividends on the Series B Preferred Stock in cash, then we may, but are not obligated to, elect to pay dividends in shares of our common stock. However, the payment of dividends in shares of our common stock will expose you to dilution and the risk of fluctuations in the price of our common stock, as described further or referred to in this “Risk Factors” section.

If we fail to declare and pay full dividends on the Series B Preferred Stock, then we will be prohibited from paying dividends on our common stock and any other junior securities, subject to limited exceptions. A reduction or elimination of dividends on our common stock may cause the trading price of our common stock to decline, which, in turn, will likely depress the value or trading price, if any, of the Series B Preferred Stock.

The Series B Preferred Stock will not entitle its holders to vote with holders of our common stock on matters on which our common stockholders are entitled to vote, except to the extent holders of the Series B Preferred Stock also hold Warrants.

If a holder of any Series B Preferred Stock also holds Warrants, then, subject to certain limitations, the Series B Preferred Stock will entitle that holder to vote, together with holders of our outstanding common stock, on

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matters on which our common stockholders are entitled to vote, assuming, for these purposes, that such holder held the shares underlying such Warrants. See “Description of the Series B Preferred Stock—Voting Rights—Right to Vote with Common Stockholders as Single Class.” If a holder of any Series B Preferred Stock does not own any Warrants, then that holder will not be entitled to the voting rights described in the preceding sentence. In that case, such a holder will not have the right, as a preferred stockholder, to vote in the general election of our directors, and the voting provisions of the Series B Preferred Stock may not afford such a holder with meaningful protections for its investment.

We may issue preferred stock in the future that ranks senior to or equally with the Series B Preferred Stock with respect to dividends and liquidation rights, which may adversely affect the rights of holders of the Series B Preferred Stock.

With the consent of the holders of at least two-thirds of the outstanding Series B Preferred Stock (and any other voting stock with similar voting rights), we may authorize and issue preferred stock that ranks senior to or equally with the Series B Preferred Stock with respect to the payment of dividends or the distribution of assets upon our liquidation, dissolution or winding up. If we issue any such preferred stock in the future, your rights as a holder of the Series B Preferred Stock will be diluted and the value or trading price, if any, of the Series B Preferred Stock may decline.

There is currently no trading market for the Series B Preferred Stock. If an active trading market does not develop, then preferred stockholders may be unable to sell their Series B Preferred Stock at desired times or prices, or at all.

No market for the Series B Preferred Stock currently exists. We do not currently intend to apply to list the Series B Preferred Stock on any securities exchange or for quotation on any inter-dealer quotation system. Accordingly, an active market for the Series B Preferred Stock may never develop, and, even if one develops, it may not be maintained. If an active trading market for the Series B Preferred Stock does not develop or is not maintained, then the market price and liquidity of the Series B Preferred Stock will be adversely affected and holders of the Series B Preferred Stock may not be able to sell their Series B Preferred Stock at desired times or prices, or at all.

The liquidity of the trading market, if any, and future value or trading price, if any, of the Series B Preferred Stock will depend on many factors, including, among other things, the trading price and volatility of our common stock, prevailing interest rates, our dividend yield, financial condition, results of operations, business, prospects and credit quality relative to our competitors, the market for similar securities and the overall securities market. Many of these factors are beyond our control. Historically, the market for preferred stock has been volatile. Market volatility could significantly harm the market for the Series B Preferred Stock, regardless of our financial condition, results of operations, business, prospects or credit quality.

The trading price of our common stock, the condition of the financial markets, prevailing interest rates and other factors could significantly affect the value or trading price, if any, of the Series B Preferred Stock.

We expect that the trading price of our common stock could significantly affect the value or trading price, if any, of the Series B Preferred Stock. This could result in significant volatility in the value or trading price, if any, of the Series B Preferred Stock. The trading price of our common stock will likely continue to fluctuate in response to the factors described or referred to elsewhere in this “Risk Factors” section and under the caption “Cautionary Note Regarding Forward-Looking Statements,” among others, many of which are beyond our control.

In addition, the condition of the financial markets and changes in prevailing interest rates can have an adverse effect on the value or trading price, if any, of the Series B Preferred Stock. For example, prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, and we would expect an increase in prevailing interest rates to depress the value or trading price, if any, of the Series B Preferred Stock.

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The issuance or sale of shares of our common stock, or rights to acquire shares of our common stock, could depress the trading price of our common stock and the Series B Preferred Stock.

We may conduct future offerings of our common stock, preferred stock or other securities that are convertible into or exercisable for our common stock to finance our operations or fund acquisitions, or for other purposes. In addition, we have reserved a certain number of shares of our common stock for issuance under our Second Amended and Restated 2009 Equity Participation Plan. The terms of the Series B Preferred Stock will not restrict our ability to issue additional common stock or other junior securities in the future. If we issue additional shares of our common stock or rights to acquire shares of our common stock, if any of our existing stockholders sells a substantial amount of our common stock, or if the market perceives that such issuances or sales may occur, then the trading price of our common stock, and, accordingly, the value or trading price, if any, of the Series B Preferred Stock may significantly decline.

Provisions of the Series B Preferred Stock could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the Series B Preferred Stock could make a third-party attempt to acquire us more difficult or expensive. For example, if we enter into an agreement that would result in certain change-of-control events that constitute a “fundamental change” under the certificate of designations governing the Series A Preferred Stock occur, then we may be required to redeem the Series B Preferred Stock for cash in an amount equal to the liquidation preference of the Series B Preferred Stock plus accrued and unpaid dividends. See Description of the Series B Preferred Stock—Redemption Rights—Redemption in Connection with a Fundamental Change.” These provisions could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that preferred stockholders or holders of our common stock may view as favorable.

Your investment in the Series B Preferred Stock may be harmed if we redeem the Series B Preferred Stock.

We will have the right to redeem the Series B Preferred Stock in certain circumstances. See “Description of the Series B Preferred Stock—Redemption Rights.” If we redeem your Series B Preferred Stock, then you may be unable to reinvest any proceeds from the redemption in comparable investments at favorable interest or dividend rates. In addition, the Series B Preferred Stock is redeemable in part, under certain circumstances, and a redemption of less than all of the outstanding Series B Preferred Stock will likely harm the liquidity of the market for the unredeemed Series B Preferred Stock following the redemption. Accordingly, if your Series B Preferred Stock is not redeemed in a partial redemption, then you may be unable to sell your Series B Preferred Stock at the times you desire or at favorable prices, if at all, and the trading price of your Series B Preferred Stock may decline.

Because the Series B Preferred Stock will initially be held in book-entry form, preferred stockholders must rely on DTC’s procedures to exercise their rights and remedies.

The Series B Preferred Stock is currently represented in the form of “global certificates” registered in the name of Cede & Co., as nominee of the Depository Trust Company (“DTC”). Beneficial interests in global certificates are shown on, and transfers of global certificates are effected only through, the records maintained by DTC. Except in limited circumstances, we will not issue physical certificates representing the Series B Preferred Stock. Accordingly, if you own a beneficial interest in a global certificate, then you will not be considered an owner or holder of the Series B Preferred Stock. Instead, DTC or its nominee will be the sole holder of the Series B Preferred Stock. Payments of cash dividends and other cash amounts on global certificates will be made to the paying agent, who will remit the payments to DTC. We expect that DTC will then credit those payments to the DTC participant accounts that hold book-entry interests in the global certificates and that those participants will credit the payments to indirect DTC participants. Unlike persons who have physical certificates registered in their names, owners of beneficial interests in global certificates will not have the direct right to act on our solicitations for consents or requests for waivers or other actions from preferred stockholders. Instead, those beneficial owners

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will be permitted to act only to the extent that they have received appropriate proxies to do so from DTC or, if applicable, a DTC participant. The applicable procedures for the granting of these proxies may not be sufficient to enable owners of beneficial interests in global certificates to vote on any requested actions on a timely basis.

Holding Series B Preferred Stock will not, in itself, confer any rights with respect to our common stock.

Except as described under the caption “Description of the Series B Preferred Stock—Voting Rights—Right to Vote with Common Stockholders as Single Class,” holders of Series B Preferred Stock will generally not be entitled to any rights with respect to our common stock (including rights to receive any dividends or other distributions on our common stock). However, holders of Series B Preferred Stock will be subject to all changes affecting our common stock to the extent the value or trading price, if any, of the Series B Preferred Stock depends on the market price of our common stock.

Risks Relating to the Series B Preferred Stock and Our Common Stock

Non-U.S. Holders may be subject to U.S. federal income tax if we are considered a United States real property holding corporation.

A Non-U.S. Holder (as defined hereinafter) of our Series B Preferred Stock or common stock may be subject to U.S. federal income and/or withholding tax in the event we are considered a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes. In that event, Non-U.S. Holders of our Series B Preferred Stock or common stock could be subject to U.S. federal income or withholding tax, or both, in respect of certain distributions on, and payments in connection with, a sale, exchange, redemption, repurchase or other disposition of such stock. If our common stock is “regularly traded on an established securities market” as defined by applicable Treasury Regulations, Non-U.S. Holders of our common stock generally will not be subject to such U.S. federal withholding tax, and Non-U.S. Holders of 5% or less of our common stock generally will not be subject to such U.S. federal income tax. Non-U.S. Holders are urged to consult their tax advisors with respect to the U.S. federal income tax consequences of acquiring, owning and disposing of our Series B Preferred Stock or common stock. See “Certain United States Federal Income Tax Considerations—Tax Consequences Applicable to Non-U.S. Holders.”

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USE OF PROCEEDS

Unless otherwise set forth in a prospectus supplement, the applicable issuer intends to use the net proceeds ofWe will not receive any offering of its securities for working capital and other general corporate purposes, including acquisitions, repayment or refinancing of debt, additions to working capital, capital expenditures, investments in its subsidiaries, stock repurchases and other business opportunities. The applicable issuer will have significant discretion in the use of any net proceeds. Additional information about the use of the net proceeds from the sale of securities may be provided in an applicable prospectus supplement or other offering materials relating to the Securities offered securities.

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS

The following table sets forth Kennedy-Wilson Holdings’ ratio of earnings to fixed charges and ratio of earnings to fixed charges and preferred dividends for the periods indicated:by this prospectus.

 

       Year Ended December 31, 
   Nine Months Ended
September 30, 2012
   2011   2010   2009   2008   2007 

Ratio of earnings to fixed charges

   n/a     n/a     1.51     n/a     n/a     n/a  

Ratio of earnings to combined fixed charges and preferred stock dividends

   n/a     n/a     1.02     n/a     n/a     n/a  

The ratio of earnings to fixed charges is calculated by dividing earnings, as defined, by fixed charges, as defined. For this purpose, “earnings” consist of pretax income from continuing operations before noncontrolling interest and equity in income of joint ventures plus operating distributions from equity investees, and “fixed charges” consists of interest expense, whether capitalized or expensed, amortization related to indebtedness and premiums or discounts of stock issuances and an estimate of interest expense within rental expense. For the nine months ended September 30, 2012 and the years ended December 31, 2011, 2009, 2008 and 2007, Kennedy-Wilson Holdings’ earnings were insufficient to cover fixed charges, and the deficiency of earnings was $2.2 million, $6.5 million, $21.1 million, $9.5 million, and $13.6 million, respectively.- 7 -

The ratio of earnings to combined fixed charges and preferred stock dividends is calculated by dividing earnings, as defined, by fixed charges, as defined. For this purpose, “earnings” and “fixed charges” have the respective meanings assigned above. “Preferred stock dividends” refers to preferred dividend requirements of consolidated subsidiaries. For the nine months ended September 30, 2012 and the years ended December 31, 2011, 2009, 2008 and 2007, Kennedy-Wilson Holdings’ earnings were insufficient to cover fixed charges and preferred stock dividends, and the deficiency of earnings was $8.2 million, $15.3 million, $21.1 million, $9.5 million and $13.6 million, respectively.


DESCRIPTION OF SECURITIESTHE SERIES B PREFERRED STOCK

This prospectus contains summary descriptionsOn March 7, 2022, Kennedy-Wilson Holdings, Inc. (the “Corporation”) filed with the Secretary of State of the common stock, preferred stock, warrants, debt securitiesState of Delaware the Certificate of Designation (the “Series B Certificate of Designations”) creating the 4.75% Series B Cumulative Perpetual Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and guarantees that may be offeredestablishing the preferences, rights and sold from time to time. Theselimitations of the Series B Preferred Stock. On March 8, 2022, the Corporation issued 300,000 shares of its Series B Preferred Stock. Certain capitalized terms used in this summary descriptions are not meant to be complete descriptionsdefined below under the caption “—Definitions.” Certain other terms used in this summary are defined in the Series B Certificate of each security. At the timeDesignations.

The following is a summary of an offering and sale, this prospectus together with the accompanying prospectus supplement will contain the material terms of the Series B Preferred Stock as contained in the Series B Certificate of Designations. The following summary is not complete and is subject to, and qualified in its entirety by, the full text of the Series B Certificate of Designations that is incorporated by reference as Exhibit 3.4 to the registration statement of which this prospectus forms a part and is incorporated by reference herein.

Ranking

The Series B Preferred Stock ranks, with respect to the payment of dividends and distributions upon liquidation, dissolution or winding-up, (a) on a parity with (x) the Corporation’s 5.75% Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.0001 per share, and (y) each other class or series of capital stock the Corporation may issue in the future the terms of which expressly provide that such class or series will rank on a parity with the Series B Preferred Stock as to dividend and distribution rights and rights on liquidation, winding up or dissolution of the Corporation (collectively, “Parity Securities,” which term excludes the Series B Preferred Stock) and (b) senior to the Common Stock and each other class or series of capital stock the Corporation may issue in the future the terms of which do not expressly provide that it ranks on a parity with or senior to the Series B Preferred Stock as to dividend and distribution rights and rights on liquidation, winding-up or dissolution of the Corporation (the Common Stock and each such other class or series of capital stock referred to in this clause (b), collectively, “Junior Securities”).

Dividends

Generally

From and after the Issue Date, Holders shall be entitled to receive, when, as and if authorized and declared by the Board of Directors, out of legally available funds, on a cumulative basis, cash dividends in the amount determined as set forth in this “—Dividends” section.

Dividend Payment Dates and Record Dates

Subject to the “—Generally” section above, dividends shall be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year (each, a “Dividend Payment Date”). Each dividend will be payable to Holders of record as they appear in the stock register of the Corporation at the close of business on the first day of the month, whether or not a Business Day, in which the relevant Dividend Payment Date occurs (each such first day, a “Record Date”). Each period from and including a Dividend Payment Date (or, for the first Dividend Period, the Issue Date) to, but excluding, the following Dividend Payment Date, is herein referred to as a “Dividend Period.”

Rate and Accrual of Dividends

Dividends, if, when and as authorized and declared by the Board of Directors, will be payable, for each outstanding share of Series B Preferred Stock, at an annual rate equal to the Dividend Rate on the $1,000 per share Liquidation Preference thereof. Dividends payable for a Dividend Period will be computed on the basis of a

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360-day year of twelve 30-day months. If a scheduled Dividend Payment Date falls on a day that is not a Business Day, the dividend will be paid on the next Business Day with the same effect as if it were paid on the scheduled Dividend Payment Date, and no interest or other amount will accrue on such dividend for the period from and after that Dividend Payment Date to the date such dividend is paid. No interest or sum of money in lieu of interest will be paid on any dividend payment on shares of Series B Preferred Stock paid later than the scheduled Dividend Payment Date.

Cumulation of Dividends

Dividends on the Series B Preferred Stock are cumulative. Dividends on each share of Series B Preferred Stock shall accrue in the manner provided in the second sentence of the “—Rate and Accrual of Dividends” section above, from and after the Issue Date, whether or not declared, and whether or not there are earnings or profits, surplus or other funds or assets of the Corporation legally available for the payment of dividends.

Dividend Blocker

Subject to the succeeding sentence, so long as any share of Series B Preferred Stock remains outstanding: (i) no dividend shall be declared and paid or set aside for payment and no distribution shall be declared and made or set aside for payment on any Junior Securities; and (ii) no shares of Junior Securities shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly, unless, in each case, full dividends on all outstanding shares of Series B Preferred Stock and Parity Securities for all prior completed Dividend Periods, if any, have been paid (or have been declared and a sum sufficient for the payment thereof has been set aside). Notwithstanding anything to the contrary, this “—Dividend Blocker” section will in no event prohibit or otherwise limit any of the following: (1) any dividend or distribution payable solely in Junior Securities, together with cash in lieu of any fractional security; (2) purchases, redemptions or other acquisitions of any Junior Securities in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business and consistent with past practices of the Corporation prior to the Issue Date, including, without limitation: (x) purchases to offset the Share Dilution Amount pursuant to a publicly announced repurchase plan, but only to the extent that such purchases do not exceed the Share Dilution Amount; (y) the forfeiture of unvested shares of restricted stock or share withholdings (including withholdings effected by means of a repurchase or similar transaction) or other surrender of shares to which the holder may otherwise be entitled upon exercise, delivery or vesting of equity awards (whether in payment of applicable taxes, the exercise price or otherwise); and (z) the payment of cash in lieu of fractional shares; (3) purchases of, or other payments in lieu of the issuance of, fractional interests in any Junior Securities pursuant to the conversion, exercise or exchange provisions of such Junior Securities or of any securities convertible into, or exercisable or exchangeable for, Junior Securities; (4) any dividends or distributions of rights or Junior Securities in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (5) purchases of Junior Securities pursuant to a contractually binding requirement to buy Junior Securities existing prior to the immediately preceding Dividend Payment Date (or, if no prior Dividend Payment Date, the Issue Date); provided, that: (x) such requirement is pursuant to a contract that is with a nationally recognized independent investment banking firm and provides for the purchase of such Junior Securities pursuant to an algorithm or other form of equity repurchase instructions customary for contracts of such nature; and (y) at the time such contractually binding requirement was entered into, the condition set forth in the first sentence of this “—Dividend Blocker” section with respect to dividends on the outstanding shares of Series B Preferred Stock and Parity Securities was satisfied; (6) the exchange, reclassification or conversion of Junior Securities for or into other Junior Securities (together with the payment of cash in lieu of fractional securities); and (7) the adoption and implementation of an employee stock purchase program on customary terms; provided, that the aggregate amount paid by the Corporation pursuant to this clause (7) cannot exceed $20,000,000 in any period of five years or $5,000,000 in any period of one year.

Subject to the succeeding sentence, for so long as any shares of Series B Preferred Stock remain outstanding: (i) no dividends shall be declared or paid or set aside for payment on any Parity Securities for any period (other

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than a dividend payable solely in shares of Junior Securities); and (ii) no shares of Parity Securities shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a reclassification of Parity Securities for or into Junior Securities or the exchange or conversion of Parity Securities for or into Junior Securities), unless, in each case, full dividends on all outstanding shares of Series B Preferred Stock for all prior completed Dividend Periods have been paid in full or declared and a sum sufficient for the payment thereof set aside for all outstanding shares of Series B Preferred Stock. To the extent the Corporation declares dividends on the Series B Preferred Stock and on any Parity Securities but does not make full payment of such declared dividends, the Corporation shall allocate the dividend payments on a pro rata basis among the holders of the shares of Series B Preferred Stock and the holders of any Parity Securities then outstanding. For purposes of calculating the pro rata allocation of partial dividend payments, the Corporation shall allocate those payments so that the respective amounts of those payments bear the same ratio to each other as all accrued and unpaid dividends per share on the Series B Preferred Stock and all Parity Securities (which, in the case of any such Parity Securities shall not include any accumulation in respect of unpaid dividends for past dividend periods if such Parity Securities do not have a cumulative dividend) bear to each other.

Except as provided in the preceding paragraphs of this “—Dividend Blocker” section, the Series B Certificate of Designations will not prohibit or otherwise restrict the declaration or payment of any dividend or distribution on Junior Securities or Parity Securities.

No Right to Participatory Dividends

Without limiting the generality of the “—Dividend Blocker” section above, the Series B Preferred Stock shall not be entitled to participate in dividends or other distributions on any other class of capital stock of the Corporation.

Method of Payment of Cash Dividends

Payments of cash for a declared dividend on any share of Series B Preferred Stock will be delivered to the Holder of such share by wire transfer to the account of such Holder provided in writing to the Corporation no later than the related Record Date (or, in the case of Series B Preferred Stock held in book-entry form through the Depositary, through a book-entry transfer through the Depositary).

Treatment of Dividends When the Redemption Date or Extinguishment Date Occurs After a Record Date and on or Before the Related Dividend Payment Date

Notwithstanding anything to the contrary in the Series B Certificate of Designations, if the Redemption Date or Extinguishment Date for any share of Series B Preferred Stock to be redeemed or extinguished is after the Record Date for any declared dividend and on or prior to the related Dividend Payment Date, then: (i) the Holder of record of such share as of the close of business on such Record Date shall receive such dividend on or, at the Corporation’s election, before such Dividend Payment Date, notwithstanding such redemption or extinguishment, as applicable; and (ii) the Redemption Price (in the case of a redemption) or the Setoff Price (in the case of an extinguishment) will not include any accrued dividends in respect of the Dividend Period corresponding to such declared dividend referred to in this “—Treatment of Dividends When the Redemption Date or Extinguishment Date Occurs After a Record Date and on or Before the Related Dividend Payment Date” section.

Liquidation

In the event the Corporation voluntarily or involuntarily liquidates, dissolves or winds up, the Holders of each share of Series B Preferred Stock at the time shall be entitled to receive liquidating distributions in an amount equal to the Liquidation Preference of such share, plus an amount equal to all accrued and unpaid dividends on such share to, and including, the date of such liquidation, out of assets legally available for distribution to the

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Corporation’s stockholders, before any distribution of assets is made to the holders of the Common Stock or any other Junior Securities. After payment of the full amount of such liquidating distributions, the Holders will not be entitled to any further participation in any distribution of assets by, and shall have no right or claim to any remaining assets of, the Corporation.

In the event the assets of the Corporation available for distribution to stockholders upon any liquidation, dissolution or winding-up of the affairs of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full the amounts payable with respect to all outstanding shares of the Series B Preferred Stock and amounts payable on any Parity Securities, Holders and the holders of such Parity Securities shall share ratably in any distribution of assets of the Corporation in proportion to their full respective liquidating distributions (including, if applicable, accrued and unpaid dividends) to which they would otherwise be respectively entitled.

The Corporation’s consolidation or merger with or into any other entity, the consolidation or merger of any other entity with or into the Corporation, or the sale of all or substantially all of the Corporation’s property or business will not constitute its liquidation, dissolution or winding up.

Maturity

The Series B Preferred Stock shall be perpetual unless redeemed, extinguished or otherwise cancelled in accordance with the Series B Certificate of Designations.

Redemption Rights

Corporation’s Right to Redeem at its Option

The Corporation shall have the right, at its option, to redeem the Series B Preferred Stock, in whole or in part, at any time, on a Redemption Date determined in accordance with the “—Redemption Notice” section below.

Redemption in Connection with a Fundamental Change

If the Corporation executes and delivers an agreement whose performance would constitute a Fundamental Change, the Corporation shall, to the extent the Corporation has funds legally available to do so, be required to redeem the Series B Preferred Stock, in whole, on a Redemption Date (determined in accordance with the “—Redemption Notice” section below) occurring on or before the Effective Date of such Fundamental Change, at the Redemption Price. A redemption pursuant to this “—Redemption in Connection with a Fundamental Change” section will be deemed to occur immediately before the consummation of such Fundamental Change. Notwithstanding anything to the contrary in this “—Redemption in Connection with a Fundamental Change” section, if, after sending a Redemption Notice for a redemption pursuant to this “—Redemption in Connection with a Fundamental Change” section, the Corporation publicly announces that the related Fundamental Change will not occur, then such Redemption Notice will be deemed to be automatically rescinded, without the need for any further action on the part of the Corporation or any other Person. In the case of any such rescission, the Corporation will, as soon as reasonably practicable, send notice of the same to each Holder.

Redemption Notice

In order to exercise its right to redeem the Series B Preferred Stock pursuant to the “—Corporation’s Right to Redeem at its Option” section above or its requirement to redeem the Series B Preferred Stock pursuant to the “—Redemption in Connection with a Fundamental Change” section above, the Corporation shall send notice (in accordance with the “—Notices” section below) of such redemption (a “Redemption Notice”) not less than 30 days (and, in the case of a redemption pursuant to the “—Corporation’s Right to Redeem at its Option” section above, no more than 60 days) prior to the date fixed for redemption (the “Redemption Date”) to the Holders, stating:

(i)

the Redemption Date;

(ii)

the Redemption Price; and

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(iii)

the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment of the Redemption Price.

Any such Redemption Notice provided by the Corporation shall be irrevocable, except as provided in the “—Redemption in Connection with a Fundamental Change” section above.

Redemption Price

Subject to the “—Dividends—Treatment of Dividends When the Redemption Date or Extinguishment Date Occurs After a Record Date and on or Before the Related Dividend Payment Date” section above, the Redemption Price for any share of Series B Preferred Stock to be redeemed on a Redemption Date will be a cash amount equal to the Liquidation Preference of such share plus accrued and unpaid dividends on such share to, but excluding, such Redemption Date.

Effect of Redemption Notice

If notice of redemption of any shares of Series B Preferred Stock has been given and if the funds necessary for such redemption have been irrevocably set aside by the Corporation, separate and apart from its other funds, in trust for the benefit of the holders of the shares of Series B Preferred Stock so called for redemption, then, subject to the “—Dividends—Treatment of Dividends When the Redemption Date or Extinguishment Date Occurs After a Record Date and on or Before the Related Dividend Payment Date” section above, from and after the Redemption Date (unless default shall be made by the Corporation in providing for the payment of the Redemption Price), dividends will cease to accrue on such shares of Series B Preferred Stock, such shares of Series B Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the Redemption Price. In the event that any Redemption Date shall not be a Business Day, then payment of the Redemption Price need not be made on such Redemption Date but may be made on the next succeeding Business Day with the same force and effect as if made on such redemption date and no interest or other sums shall accrue on the amount so payable for the period from and after such Redemption Date to such next succeeding Business Day.

Upon surrender, in accordance with such notice, of the certificates representing shares of Series B Preferred Stock to be so redeemed (or, in the case of shares of Series B Preferred Stock held in book-entry form through the Depositary, upon satisfaction of the applicable procedures of the Depositary with respect to redemptions), such shares of Series B Preferred Stock shall be redeemed by the Corporation at the Redemption Price.

No Other Rights of Redemption

Subject to the “—Exercise of Warrants” section below, the Series B Preferred Stock shall not be redeemable by the Corporation or exchangeable by the Holders other than in accordance with this “—Redemption Rights” section.

No Sinking Fund Obligations

Subject to the “—Exercise of Warrants” section below, the Series B Preferred Stock shall not be subject to any sinking fund or other obligation to redeem, repurchase or retire the Series B Preferred Stock other than to the extent set forth in this “—Redemption Rights” section.

Exercise of Warrants

Extinguishment of Series B Preferred Stock in Connection Warrant Exercises

If a Holder exercises any or all Warrants owned by it, then such Holder will have the right (the “Extinguishment Right”), at its option, to require the Corporation to extinguish a number of shares of Series B Preferred Stock

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held by it that is no greater than is required for the Setoff Price to equal the Aggregate Strike Price for such exercised Warrants. Pursuant to Section 5(c)(i) of the Warrant Agreement, the Setoff Price for the Series B Preferred Stock to be extinguished pursuant to the preceding sentence will be applied to reduce (in whole or in part) the amount payable in respect of the Aggregate Strike Price for such exercised Warrants. Upon the Holder’s exercise of the Extinguishment Right with respect to any shares of Series B Preferred Stock, the Corporation shall extinguish and cancel such shares of Series B Preferred Stock pursuant to this “—Exercise of Warrants” section. For the avoidance of doubt, if the Setoff Price for any shares of Series B Preferred Stock that are extinguished is less than the Aggregate Strike Price due in respect of the exercise of any Warrant, then the shortfall must be paid in cash or by the extinguishment of additional share(s) of Series B Preferred Stock by the Holder.

Extinguishment Demand

In order to exercise its Extinguishment Right pursuant to “—Exercise of Warrants” section with respect to any Warrants to be exercised, the Holder shall accompany the Exercise Notice for such exercised Warrants, when delivered to the Corporation pursuant to Section 5(c) of the Warrant Agreement, with: (1) the shares of Series B Preferred Stock to be extinguished pursuant to such exercise of the Extinguishment Right (which, if such shares of Series B Preferred Stock are in certificated form, must be duly endorsed and in proper form for transfer); and (2) such a notice to the Corporation (in accordance with the “—Notices” section below) (a “Holder Extinguishment Demand”), stating:

(i)

that Holder is exercising its Extinguishment Right;

(ii)

the number of Warrants to be exercised; and

(iii)

the number of shares of Series B Preferred Stock to be extinguished.

Any such Holder Extinguishment Demand provided by a Holder shall be irrevocable.

Setoff Price

Subject to the “—Dividends—Treatment of Dividends When the Redemption Date or Extinguishment Date Occurs After a Record Date and on or Before the Related Dividend Payment Date” section above, the Setoff Price for any shares of Series B Preferred Stock to be extinguished on an Extinguishment Date will be an amount equal to the aggregate Liquidation Preference of such shares plus accrued and unpaid dividends on such shares to, but excluding, such Extinguishment Date, subject to the “—Dividends—Treatment of Dividends When the Redemption Date or Extinguishment Date Occurs After a Record Date and on or Before the Related Dividend Payment Date” section above.

Extinguishment Date

The date (the “Extinguishment Date”) for any share of Series B Preferred Stock to be extinguished pursuant to this “—Exercise of Warrants” section shall be the Exercise Date for the related Warrants being offered.

exercised.

Voting Rights

Holders of Series B Preferred Stock shall have the voting rights set forth in this “Description of the Series B Preferred Stock—Voting Rights—Right to Vote with Common Stockholders as Single Class” section and any other voting rights as may from time to time be required by applicable law.

Right to Vote with Common Stockholders as Single Class

Subject to the continued listing standards of the New York Stock Exchange: (i) Holders of Series B Preferred Stock shall have the right to vote, together with holders of the outstanding shares of Common Stock as a single

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class, on any and all matters requiring the vote of common stockholders under applicable law and on all other matters put before holders of the Common Stock for a vote; and (ii) for these purposes, each Holder will be deemed, for purposes of such vote, to be the holder of record, on the applicable record date for such vote, of a number of shares of Common Stock equal to the whole number of shares of Common Stock that such Holder (or its Affiliates) would have been entitled to receive upon exercise of all of such Holder’s (or its Affiliates’) Warrants outstanding as of such record date, assuming the Exercise Date for such Warrants occurred on such record date; provided, however, that: (x) a Holder will have voting rights pursuant to this “—Right to Vote with Common Stockholders as Single Class” section only to the extent, if any, that such Holder or its Affiliates are a “Holder” (as defined in the Warrant Agreement) of any Warrants; (y) such number of shares shall be determined assuming “Physical Settlement” (as defined in the Warrant Agreement) applies to such exercise; and (z) solely for these purposes, a Warrant will be deemed not to be outstanding if it is or has been transferred in breach of Section 3(g)(i)(1) of the Warrant Agreement. Absent manifest error, the number of votes ascribed to the Series B Preferred Stock of any Holder pursuant to this “—Right to Vote with Common Stockholders as Single Class” section will be determined by the Corporation pursuant to the Registrar for the Series B Preferred Stock and the registrar for the Warrants, and each Holder agrees to provide the Corporation will all documents or other evidence as the Corporation may reasonably request for purposes of making or confirming such determination.

Right to Elect Two Directors Upon Nonpayment Events

Whenever dividends on any shares of Series B Preferred Stock or any other series of Voting Preferred Stock shall not have been declared and paid, on a cumulative basis, for the equivalent of four or more Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of directors then constituting the Board of Directors shall (subject to the terms of the Certificate of Incorporation) automatically be increased by two and the holders of Series B Preferred Stock, together with the holders of any outstanding shares of Voting Preferred Stock, voting together as a single class, shall be entitled to vote for the election of the two additional directors (each, a “Preferred Stock Director”); provided,that it shall be a qualification for election for any such Preferred Stock Director that the election of such director shall not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or any other exchange or automated quotation system on which the Corporation’s securities may then be listed or quoted) that requires listed or quoted companies to have a majority of independent directors; and provided further,that the Board of Directors shall, at no time, include more than two Preferred Stock Directors.

In the event that the holders of the Series B Preferred Stock, and such other holders of Voting Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of at least 20% of the Series B Preferred Stock or of any other such series of Voting Preferred Stock then outstanding (provided, that such request is received at least 90 calendar days before the date fixed for the next annual or special meeting of the stockholders of the Corporation, failing which election shall be held at such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders during the continuance of such Nonpayment Event. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series B Preferred Stock or Voting Preferred Stock then outstanding, and delivered to the Secretary of the Corporation in such manner as provided for in the “—Notices” section below, or as may otherwise be required by law.

If and when all accrued and unpaid dividends in respect of all prior completed Dividend Periods have been paid in full, or declared and a sum sufficient for such payment shall have been set aside, on the Series B Preferred Stock and any other series of Voting Preferred Stock for at least two consecutive Dividend Periods after a Nonpayment Event (a “Nonpayment Remedy”), the holders of the Series B Preferred Stock shall immediately and, without any further action by the Corporation, be divested of the foregoing voting rights, subject to the revesting of such rights in the event of each subsequent Nonpayment Event (and the number of Dividend Periods in which dividends have not been declared and paid shall be reset to zero). If such voting rights for the Series B

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Preferred Stock and all other holders of Voting Preferred Stock shall have terminated, the term of office of each Preferred Stock Director so elected shall forthwith terminate and the number of directors on the Board of Directors shall automatically be reduced accordingly. In determining whether dividends have been paid for two Dividend Periods following a Nonpayment Event, the Corporation may take account of any dividend that it elects to pay for such a Dividend Period after the regular Dividend Payment Date for that Dividend Period has passed.

Any Preferred Stock Director may be removed with cause in accordance with the Delaware General Corporation Law. Any Preferred Stock Director may also be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series B Preferred Stock and Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). In the event that a Nonpayment Event shall have occurred and there has not been a Nonpayment Remedy, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Director remaining in office, or, if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series B Preferred Stock and Voting Preferred Stock (voting together as a single class), when they have the voting rights described above; provided,that the filling of each vacancy will not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or any other exchange or automated quotation system on which the Corporation’s securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors. Any such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event (provided, that such request is received at least 90 calendar days before the date fixed for the next annual or special meeting of the stockholders, failing which election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until the next annual meeting of the stockholders if such office shall not have previously terminated as above provided.

Notwithstanding anything to the contrary in this “—Right to Elect Two Directors Upon Nonpayment Events” section, if the Holders of the Series B Preferred Stock and the holders of any Voting Preferred Stock have the right to vote for the election of any Preferred Stock Director, and the addition of such Preferred Stock Director to the Board of Directors would cause the size of the Board of Directors to exceed the limitations set forth in the Certificate of Incorporation, then such Preferred Stock Director will not take office until and unless the addition of such Preferred Stock Director to the Board of Directors would not cause the size of the Board of Directors to exceed the limitations set forth in the Certificate of Incorporation.

If any Preferred Stock Director is unable to take office as result of the preceding paragraph, then the Dividend Rate will be increased to 6.75% per annum during the period from, and including, the date on which the related Nonpayment Event shall have first occurred and ending on, but excluding, the earlier of the date on which: (x) such Preferred Stock Director takes office in accordance with the provisions of this “—Right to Elect Two Directors Upon Nonpayment Events” section; or (y) all accrued and unpaid dividends in respect of all prior completed Dividend Periods have been paid in full, or declared and a sum sufficient for such payment shall have been set aside, on the Series B Preferred Stock and any series of Voting Preferred Stock for at least two consecutive Dividend Periods after such Nonpayment Event, and on and after such earlier date, the Dividend Rate will be 4.75% per annum (subject to the application of this paragraph to any subsequent Nonpayment Event).

Other Voting Rights

So long as any shares of Series B Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least two-thirds of the outstanding shares of Series B Preferred Stock and any Voting Preferred Stock then outstanding

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(subject to the last paragraph of this “—Other Voting Rights” section) at the time outstanding and entitled to vote thereon, voting together as a single class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i)

Authorization of Senior or Parity Stock. Any amendment or alteration of the Certificate of Incorporation or the Series B Certificate of Designations to authorize or create, or increase the authorized amount of, any shares of any specific class or series of capital stock of the Corporation ranking senior to or equal with the Series B Preferred Stock with respect to either or both the payment of dividends or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;

(ii)

Amendment of Series B Preferred Stock. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation or the Series B Certificate of Designations so as to adversely affect the rights, preferences, privileges or voting powers of the Series B Preferred Stock; or

(iii)

Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Series B Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless, in each case, either: (A)(x) the shares of Series B Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its parent, in each case, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and (y) such shares of Series B Preferred Stock remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series B Preferred Stock immediately prior to such consummation; or (B) such exchange, reclassification, merger or consolidation constitutes or would constitute a Fundamental Change as to which the Corporation is required to redeem all outstanding Series B Preferred Stock pursuant to the “—Redemption Rights—Redemption in Connection with a Fundamental Change” section above;

provided, however, that for all purposes of this “—Other Voting Rights” section: (x) none of the following will be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series B Preferred Stock: (1) any increase in the amount of the Corporation’s authorized but unissued shares of preferred stock; and (2) the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock of the Corporation ranking junior to the Series B Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon the liquidation, dissolution or winding up of the Corporation; and (y) any binding share exchange, reclassification, merger or consolidation that satisfies the requirements of clause (A) or (B) of clause (iii) above will not require the consent of any Holders pursuant to clause (i) or clause (ii) above.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this “—Other Voting Rights” section would materially and adversely affect one or more but not all series of Voting Preferred Stock (including the Series B Preferred Stock for the purpose of this paragraph), then only the series of Voting Preferred Stock materially and adversely affected and entitled to vote shall vote as a class in lieu of all other series of Voting Preferred Stock.

Change for Clarification

Without the consent of the Holders of the Series B Preferred Stock, the Corporation may amend, alter, supplement or repeal any terms of the Series B Preferred Stock:

(i)

to cure any ambiguity, or to cure, correct or supplement any provision contained in the Series B Certificate of Designations that may be ambiguous, defective or inconsistent; or

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(ii)

to make any provision with respect to matters or questions relating to the Series B Preferred Stock that is not inconsistent with the provisions of the Series B Certificate of Designations, so long as the same does not adversely affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof of the Series B Preferred Stock;

provided, however, that if any such amendment, alteration, supplement or repeal pursuant to clause (i). above adversely affects the rights, preferences, privileges or voting powers of the Series B Preferred Stock, then, prior to or concurrently with, effectuating the same, the Corporation will provide, to the Transfer Agent (with a copy to each Holder upon request), a certificate signed by one of its officers, together with a legal opinion (which may be issued by an employee of the Corporation) addressed to the Holders, each providing that such amendment, alteration, supplement or repeal is permitted by the Series B Certificate of Designations.

Procedures for Voting and Consents

The rules and procedures for calling and conducting any meeting of the holders of Series B Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors or a duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the Bylaws, applicable law and any national securities exchange or other trading facility, if any, on which the Series B Preferred Stock or the Common Stock is listed or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series B Preferred Stock and any Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series B Preferred Stock are entitled to vote shall be determined by the Corporation by reference to the specified liquidation preference amounts of the Series B Preferred Stock and such other Voting Preferred Stock voted or covered by the consent.

Sufficiency of Legally Available Funds

If on any due date for a required payment on the Series B Preferred Stock hereunder, the Corporation shall not have funds legally available for distribution to Holders of Series B Preferred Stock sufficient to satisfy such payment obligation in full, then the Corporation shall not be relieved of its obligations in respect of such payment and shall make such payment immediately upon the availability of funds legally available therefor. During the pendency non-payment of any required amounts in respect of the Series B Preferred Stock in accordance with the foregoing (other than the non-payment of dividends the remedies for which are as set forth in the “—Dividends” section above), the Corporation shall be deemed to not have paid dividends on the Series B Preferred Stock for all prior completed Dividend Periods for purposes of the “—Dividends—Dividend Blocker” section above and shall be subject to the restrictions set forth therein.

The Corporation shall not execute and deliver any agreement whose performance would constitute a Fundamental Change unless, at the time of such execution and delivery, the Corporation in good faith believes the Corporation or its successor, as applicable, has or will have sufficient funds legally available to redeem the Series B Preferred Stock in accordance with this “—Sufficiency of Legally Available Funds” section.

Transfer Agent, Registrar and Paying Agent

The duly appointed Transfer Agent, Registrar and paying agent for the Series B Preferred Stock is initially Continental Stock Transfer & Trust Co. The Corporation may, in its sole discretion, remove the Transfer Agent; provided, that the Corporation shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal.

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Notices

All notices referred to in the Series B Certificate of Designations shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first-class mail shall be specifically permitted for such notice under the terms of the Series B Certificate of Designations) with postage prepaid, addressed: (i) if to the Corporation, to the principal executive office of the Corporation at its principal office in the United States of America, or to an agent of the Corporation designated in writing as permitted by the Series B Certificate of Designations; or (ii) if to any Holder of shares of Series B Preferred Stock, to such Holder at the address of such Holder as listed in the stock record books of the Corporation (which may include the records of the Transfer Agent); or (iii) to such other address as the Corporation or any such Holder, as the case may be, shall have designated in writing by notice similarly given. Without limiting the generality of the foregoing, notice to the Corporation or any Holder may be provided by electronic mail to the address theretofore specified by the recipient to the other party, and any such notice provided in such manner will be deemed, as of the time it is sent, to have been duly given in writing to the other party but only if such notice is also sent not later than the following Business Day via next day mail or a similar service to the address specified in the preceding sentence.

Any Redemption Notice provided to a Holder in accordance with this “—Notices” section will be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but the failure to duly give such notice in accordance with this “—Notices” section, or any defect in such notice, to any Holder of any share of Series B Preferred Stock will not affect the validity of the proceedings for the redemption of any other share of Series B Preferred Stock.

Definitions

As used in this “Description of the Series B Preferred Stock” section with respect to the Series B Preferred Stock:

Affiliate” has the meaning set forth in Rule 144.

Aggregate Strike Price” has the meaning set forth in the Warrant Agreement.

Board of Directors” means the board of directors of the Corporation or any committee thereof duly authorized to act on behalf of such board of directors.

Business Day” means any day that is not Saturday or Sunday and that, in New York City, is not a day on which banking institutions generally are authorized or obligated by law or executive order to be closed.

Bylaws” means the Amended and Restated Bylaws of the Corporation as in effect on the date hereof, as the same may hereafter be amended from time to time.

Certification of Incorporation” means the Amended and Restated Certificate of Incorporation of the Corporation in effect on the date hereof, as it may hereafter be amended from time to time, and shall include the Series B Certificate of Designations.

The term “close of business” means 5:00 p.m., New York City time.

Common Stock” means the common stock, par value $0.0001 per share, of the Corporation.

Corporation” means Kennedy-Wilson Holdings, Inc., a Delaware corporation.

Depositary” means DTC or its nominee or any successor depositary duly appointed by the Corporation.

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Dividend Rate” means a rate per annum equal to 4.75%, subject to the “Description of the Series B Preferred Stock—Voting Rights—Right to Elect Two Directors Upon Nonpayment Events” section.

DTC” means The Depository Trust Company and its successors or assigns.

Effective Date” means the date on which the relevant Fundamental Change becomes effective.

Excepted Person” means Fairfax Financial Holdings Limited and each Affiliate thereof.

Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Exercise Date” has the meaning set forth in the Warrant Agreement.

Exercise Notice” has the meaning set forth in the Warrant Agreement.

Fundamental Change” means the occurrence of any of the following:

(i)

a “person” or “group” within the meaning of Section 13(d) of the Exchange Act (other than: (x) any Excepted Person or any “person” or “group” that includes an Excepted Person; (y) the Corporation and its Wholly Owned Subsidiaries; and (z) any employee benefit plan of the Corporation or its Wholly Owned Subsidiaries) files a Schedule TO or any other schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of capital stock of the Corporation representing more than 50% of the total voting power of all shares of capital stock of the Corporation entitled to vote generally in the election of the Corporation’s directors; or

(ii)

consummation of any consolidation or merger involving the Corporation or similar transaction or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Corporation and its subsidiaries, taken as a whole, to any Person other than one of the Corporation’s subsidiaries; provided, however, that any consolidation, merger or similar transaction involving the Corporation pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act) all classes of the Corporation’s common equity immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Fundamental Change pursuant to this clause (ii).

For the purposes of the preceding definition, any transaction or event described in both clause (i) and in clause (ii) above (without regard to the proviso in clause (ii)) will be deemed to occur solely pursuant to clause (ii) above (subject to such proviso).

Holder” means the Person in whose name the shares of the Series B Preferred Stock are registered, which may be treated by the Corporation, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series B Preferred Stock for purposes of making payment and for all other purposes.

Initial Holders” means the purchasers listed on Schedule I to the Purchase Agreement.

Issue Date” means March 8, 2022.

Liquidation Preference” means $1,000 per share of Series B Preferred Stock.

The term “open of business” means 9:00 a.m., New York City time.

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Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

Purchase Agreement” means that certain 4.75% Series B Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement, dated as of February 23, 2022, among the Corporation and the purchasers named therein.

Redemption Price” means the cash price at which any share of Series B Preferred Stock is redeemed, computed in accordance with the “—Redemption Rights—Redemption Price” section.

Registrar” means the Transfer Agent acting in its capacity as registrar for the Series B Preferred Stock, and its successors and assigns or any other registrar duly appointed by the Corporation.

Series B Certificate of Designations” means the Certificate of Designations relating to the Series B Preferred Stock, as it may hereafter be amended from time to time.

Setoff Price” means the valuation at which any shares of Series B Preferred Stock are extinguished, computed in accordance with the “—Exercise of Warrants—Setoff Price” section.

Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with accounting principles generally accepted in the United States, and as measured from the Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to directors, employees and agents and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

Subsidiary” means, with respect to any Person: (a) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than fifty percent (50%) of the total voting power of the capital stock entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (b) any partnership or limited liability company where: (i) more than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (ii) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.

Transfer Agent” means Continental Stock Transfer & Trust Co. acting as Transfer Agent, Registrar and paying agent for the Series B Preferred Stock, and its successors and assigns, including any successor transfer agent duly appointed by the Corporation.

Voting Preferred Stock” means, as of any time, any and all series of preferred stock of the Corporation (other than the Series B Preferred Stock) that rank equally with Series B Preferred Stock either or both as to the payment of dividends and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which voting rights similar to those provided in the “Description of the Series B Preferred Stock—Voting Rights— Right to Elect Two Directors Upon Nonpayment Events” and the “Description of the Series B Preferred Stock—Voting Rights—Other Voting Rights” sections have been conferred and are exercisable as of such time.

Wholly Owned Subsidiary” of a Person means any Subsidiary of such Person all of the outstanding capital stock or other ownership interests of which (other than directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.

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Warrant Agreement” means that certain Warrant Agreement, dated the Issue Date, between the Corporation and the Initial Holders, relating to the Warrants.

Warrants” means the warrants of the Corporation issued to the Initial Holders on the Issue Date pursuant to the Warrant Agreement.

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DESCRIPTION OF COMMON STOCK

Unless otherwise stated or the context otherwise requires, as used in this section, the words “we,” “us,” “our” or the “company” refer to Kennedy-Wilson Holdings, Inc. and its subsidiaries.

Our second amended and restated certificate of incorporation authorizes the issuance of 125,000,000200,000,000 shares of common stock, par value $0.0001.$0.0001 per share. As of October 31, 2012, 63,772,598May 3, 2022, 137,790,768 shares of common stock were issued and outstanding. Holders of common stock have exclusive voting rights for the election of our directors and all other matters requiring stockholder action, except with respect to amendments to our second amended and restated certificate of incorporation that alter or change the powers, preferences, rights or other terms of any outstanding preferred stock if the holders of such affected series of preferred stock are entitled to vote on such an amendment. Holders of common stock are entitled to one vote per share on matters to be voted on by stockholders and also are entitled to receive such dividends, if any, as may be declared from time to time by our board of directors in its discretion out of funds legally available therefor. The payment of dividends, if ever, on the common stock will be subject to (i) the prior payment of dividends on any outstanding shares of preferred stock, and (ii) compliance with any applicable limitationslimitation in our debt agreements, including debt securities issued pursuant to this prospectus and any prospectus supplement. Our common stock has no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock.

Our board of directors is divided into three classes, each of which generally serve for a term of three years with only one class of directors being elected in each year. AIn the case of an election of directors, where a quorum is present, a majority of the votes cast will be required to elect each director in an uncontested election, but a plurality of the votes cast at a stockholders meeting iswill be sufficient to elect anya director into office.in a contested election. There is no cumulative voting with respect to the election of directors.

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DESCRIPTION OF PREFERRED STOCKCERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

Unless otherwise stated orThe following discussion is a summary of the context otherwise requires,material U.S. federal income tax consequences to U.S. Holders and Non-U.S. Holders (each as used in this section,defined below) of the words “we,” “us,” “our” or the “company” refer to Kennedy-Wilson Holdings, Inc.ownership and its subsidiaries.

General. Our second amended and restated certificatedisposition of incorporation provides that we may issue up to 1,000,000 shares of preferred stock, $0.0001 par value per share, or preferred stock. Our second amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, the designations, powers, and preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions, applicable to the shares of our Series B Preferred Stock and common stock purchased from the selling securityholders pursuant to this prospectus, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), in each seriescase in effect as of preferred stock. Our board of directors is ablethe date hereof. These authorities may change or be subject to without stockholder approval, issue preferred stock with voting and other rightsdiffering interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of our Series B Preferred Stock or common stock. We have not sought and will not seek any rulings from the voting powerIRS regarding the matters discussed below. There can be no assurance that the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the ownership and disposition of our Series B Preferred Stock or common stock.

This discussion is limited to holders that hold our Series B Preferred Stock or common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income or the alternative minimum tax. In addition, it does not address consequences relevant to U.S. Holders and Non-U.S. Holders subject to special rules, including, without limitation:

U.S. expatriates and former citizens or long-term residents of the United States;

persons holding our Series B Preferred Stock or common stock as part of a hedge, straddle, or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

banks, insurance companies, and other rightsfinancial institutions;

broker-dealers;

dealers or traders subject to a mark-to-market method of accounting with respect to their holdings of securities;

“controlled foreign corporations,” “passive foreign investment companies,” “S corporations” and corporations that accumulate earnings to avoid U.S. federal income tax;

tax-exempt organizations or governmental organizations;

persons deemed to sell our Series B Preferred Stock or common stock under the constructive sale provisions of the Code;

persons who hold or receive our Series B Preferred Stock or common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

except to the extent discussed below, persons that own, or are deemed to own, more than 5% of our Series B Preferred Stock or common stock;

U.S. Holders whose functional currency is not the U.S. dollar;

tax-qualified retirement plans; and

“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds.

If an entity (or arrangement) treated as a partnership for U.S. federal income tax purposes holds our Series B Preferred Stock or common stock, the tax treatment of a partner or beneficial owner of the entity (or arrangement) will depend on the status of the owner, the activities of the entity (or arrangement) and certain

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determinations made at the partner or beneficial owner level. Accordingly, entities (or arrangements) treated as partnerships for U.S. federal income tax purposes holding our Series B Preferred Stock or common stock and the partners or beneficial owners in such entities (or arrangements) should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF OUR SERIES B PREFERRED STOCK OR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definitions of U.S. Holder and Non-U.S. Holder

The discussion under the heading “Tax Consequences Applicable to U.S. Holders” below is addressed to a holder of our Series B Preferred Stock or common stock that is a U.S. Holder for U.S. federal income tax purposes. A “U.S. Holder” means a beneficial owner of shares of our Series B Preferred Stock or common stock that, for U.S. federal income tax purposes, is:

an individual who is a citizen or resident of the United States;

a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury Regulations to be treated as a United States person.

For purposes of the discussion under the heading “Tax Consequences Applicable to Non-U.S. Holders” below, a “Non-U.S. Holder” is any beneficial owner of shares of our Series B Preferred Stock or common stock that is neither a U.S. Holder nor an entity (or arrangement) treated as a partnership for U.S. federal income tax purposes.

Tax Consequences Applicable to U.S. Holders

Distributions

Distributions with respect to our Series B Preferred Stock or common stock that are paid in cash will be taxable as dividends for U.S. federal income tax purposes to the extent of our current and accumulated earnings and profits as determined for U.S. federal income tax purposes. Subject to customary conditions and limitations, dividends will be eligible for the dividends-received deduction in the case of U.S. Holders that are corporations. Dividends paid to non-corporate U.S. Holders generally will qualify for taxation at special rates if such holders meet certain holding period and other applicable requirements. U.S. Holders should consult their own tax advisors regarding the application of reduced tax rates and the dividends-received deduction in their particular circumstances. For purposes of determining whether distributions to holders of our Series B Preferred Stock or common stock are out of our current or accumulated earnings and profits, our earnings and profits will be allocated first to our outstanding preferred stock and then to our outstanding common stock.

To the extent that the amount of distributions with respect to our Series B Preferred Stock or common stock exceeds our current and accumulated earnings and profits, such excess will be treated first as a tax-free return of capital to the extent of (and reducing) the U.S. Holder’s adjusted tax basis in such Series B Preferred Stock or common stock, as the case may be, and thereafter as capital gain from the sale of such Series B Preferred Stock or common stock.

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Preferred OID

Because the Series B Preferred Stock was issued together with the Warrants to the Initial Holders, the Series B Preferred Stock may be treated for U.S. federal income tax purposes as issued at a discount (i.e., with “preferred OID”) for purposes of Section 305 of the Code. Under such rules, a holder of Series B Preferred Stock may be required to include the discount, if any, at which the Series B Preferred Stock is treated as having been issued in income over time as a constructive distribution if certain conditions are met (the “preferred OID rules”). In the case of U.S. Holders, any such constructive distributions will generally be taxed in the same manner as actual distributions described above under “—Distributions.” In addition, a U.S. Holder will increase its tax basis in the Series B Preferred Stock for any constructive distributions deemed received.

Should we determine that the preferred OID rules are applicable to the Series B Preferred Stock, we will inform the holders of Series B Preferred Stock regarding the amount and timing of constructive distributions. The Company’s determination will be binding on all holders of Series B Preferred Stock, other than a holder that explicitly discloses its contrary determination on a timely filed tax return for the taxable year that includes such holder’s acquisition of Series B Preferred Stock. Our determination will not be binding on the IRS.

Holders of Series B Preferred Stock should consult their tax advisors regarding the possible application of the preferred OID rules and any resulting tax consequences to them.

Extraordinary Dividends

Dividends that exceed certain thresholds in relation to a U.S. Holder’s tax basis in our Series B Preferred Stock or common stock, as applicable, could be characterized as “extraordinary dividends” under the Code. A corporate U.S. Holder that has held our Series B Preferred Stock or common stock for two years or less before the dividend announcement date and that receives an extraordinary dividend will generally be required to reduce its tax basis in the stock with respect to which such dividend was made by the nontaxed portion of such dividend (i.e., an amount equal to the dividends-received deduction). If the amount of the reduction exceeds the U.S. Holder’s tax basis in such stock, the excess is taxable as capital gain realized on the sale or other taxable disposition of such stock and will be treated as described under “Tax Consequences Applicable to U.S. Holders—Sale, Redemption or Other Taxable Disposition” below. A non-corporate U.S. Holder that receives an extraordinary dividend will generally be required to treat any loss on the sale or other taxable disposition of our Series B Preferred Stock or common stock, as applicable, as long-term capital loss to the extent of the extraordinary dividends the U.S. Holder received with respect to such stock that qualified for taxation at the special rates discussed above under “—Distributions.”

Sale, Redemption or Other Taxable Disposition

U.S. Holders will generally recognize capital gain or loss on a sale or other taxable disposition of our Series B Preferred Stock or common stock equal to the difference between the amount of cash and the fair market value of any property received upon the sale or other taxable disposition and the holder’s adjusted tax basis in the applicable shares sold or disposed of. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares sold or exchanged is more than one year. The deductibility of capital losses is subject to limitations.

A redemption of our Series B Preferred Stock will be treated as a sale or exchange described in the preceding paragraph if the redemption, based on the facts and circumstances, is treated for U.S. federal income tax purposes as (i) a “complete termination” of the U.S. Holder’s stock interest in us, (ii) a “substantially disproportionate” redemption of stock with respect to the U.S. Holder, or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder, each within the meaning of Section 302 of the Code. In determining whether any of these tests has been met, a U.S. Holder must take into account not only the Series B Preferred Stock and other equity interests in us that the U.S. Holder actually owns but also other equity interests in us that such U.S. Holder

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constructively owns under U.S. federal income tax rules. A U.S. Holder that owns (actually or constructively) only an insubstantial percentage of our total equity interests and that exercises no control over our corporate affairs may be entitled to sale or exchange treatment on a redemption of the Series B Preferred Stock if such U.S. Holder experiences a reduction in its equity interest (taking into account any constructively owned equity interests) as a result of the redemption.

If a U.S. Holder meets none of the alternative tests described above, the redemption will be treated as a distribution subject to the rules described under “Tax Consequences Applicable to U.S. Holders—Distributions.” If a redemption of the Series B Preferred Stock is treated as a distribution that is taxable as a dividend, U.S. Holders are urged to consult their tax advisors regarding the allocation of their tax basis in the redeemed and remaining shares of such stock.

Because the determination as to whether any of the alternative tests described above is satisfied with respect to any particular holder of the Series B Preferred Stock will depend upon the facts and circumstances as of the time the determination is made, U.S. Holders are urged to consult their tax advisors regarding the tax treatment of a redemption.

Information Reporting and Backup Withholding

In general, information reporting will apply with respect to the payment of dividends on our Series B Preferred Stock or common stock and could have anti-takeover effects. The abilitythe payment of proceeds on the sale or other taxable disposition of our boardSeries B Preferred Stock or common stock, unless a U.S. Holder is an exempt recipient such as a corporation. Backup withholding may apply to such payments unless the U.S. Holder provides proof of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferringan applicable exemption or preventing a change of control or the removal of existing management by diluting the stock ownership or voting rights of a person seeking to obtain controlcorrect taxpayer identification number, and otherwise complies with applicable requirements of the companybackup withholding rules.

Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules from a payment to a U.S. Holder is allowable as a credit against such U.S. Holder’s U.S. federal income tax, which may entitle the U.S. Holder to a refund, provided that the U.S. Holder timely provides the required information to the IRS.

Tax Consequences Applicable to Non-U.S. Holders

Distributions

Any distributions of cash or remove existing management. Asproperty we make on our Series B Preferred Stock or common stock (including any constructive distributions on the Series B Preferred Stock as a result of October 31, 2012, 100,000 sharesthe preferred OID rules, as described above under “Tax Consequences Applicable to U.S. Holders—Preferred OID”) will constitute dividends for U.S. federal income tax purposes to the extent paid from our current and accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will first constitute returns of capital and be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its Series B Preferred Stock or common stock, as applicable, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale, Redemption or Other Taxable Disposition.” Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for withholding purposes, we may treat the entire distribution as a dividend. However, amounts withheld would generally be refundable, subject to the discussion below under “—Sale, Redemption or Other Taxable Disposition,” if it were subsequently determined that the distribution was, in fact, not a dividend for U.S. federal income tax purposes, provided that certain conditions are met.

Except as described below with respect to effectively connected dividends and subject to the discussions below of backup withholding and Sections 1471 to 1474 of the Code (such Sections and related Treasury Regulations commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”)), dividends paid to a Non-U.S. Holder of our series A preferred stock were issued and outstanding and 32,550 shares of our seriesSeries B preferred stock were issued and outstanding. Other than the series A preferred stock and series B preferred stock, no shares of preferred stock are currently outstanding.

The specific terms of a particular classPreferred Stock or series of preferredcommon stock will generally be subject to U.S. federal withholding tax

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at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty). Generally, a Non-U.S. Holder must certify as to its eligibility for reduced withholding under an applicable income tax treaty on a properly completed IRS Form W-8BEN or W-8BEN-E, or other applicable documentation. If a Non-U.S. Holder holds our Series B Preferred Stock or common stock through a financial institution or other intermediary, the Non-U.S. Holder will be required to provide appropriate documentation to the intermediary, which then will be required to provide appropriate documentation to the applicable withholding agent, either directly or through other intermediaries. A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Subject to certain exceptions, if we are considered a USRPHC and a distribution on our Series B Preferred Stock or common stock may exceed our current and accumulated earnings and profits, we or another applicable withholding agent may withhold with respect to such distribution either by treating the entire distribution as a dividend, subject to the withholding rules described in the prospectus supplement relating to that classpreceding two paragraphs (and withhold at a minimum rate of 15% or series, including a prospectus supplement providing that preferred stocksuch lower rate as may be issuable uponspecified by an applicable income tax treaty for distributions from a USRPHC), or by treating only the exercise of warrants, or upon the conversion of any debt securities, that we issue pursuant to this prospectus. The description of preferred stock set forth below and the descriptionamount of the termsdistribution equal to a reasonable estimate of our current and accumulated earnings and profits as a dividend, with the excess portion of the distribution possibly being subject to withholding at a rate of 15% or such lower rate as may be specified by an applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a particular classtrade or series of preferred stock set forthbusiness within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the applicable prospectus supplement do not purportUnited States to which such dividends are attributable), the Non-U.S. Holder will be complete and are qualified in their entirety by referenceexempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the articles supplementary relatingapplicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax generally in the same manner as if the Non-U.S. Holder were a U.S. person and be subject to regular U.S. federal income tax rates. A Non-U.S. Holder that classis a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits for the taxable year that are attributable to such dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules or series.rates.

The preferencesSale, Redemption or Other Taxable Disposition

Subject to the discussions below regarding backup withholding and FATCA, a Non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax on income or gain realized on the sale or other termstaxable disposition of our Series B Preferred Stock or common stock, other than a redemption of the preferred stock of each class or series will be fixed by the certificate of designation relating to such class or series. A prospectus supplement, relating to each class or series, will specify the terms of the preferred stockSeries B Preferred Stock that is treated as follows:a distribution as discussed below, unless:

 

the title and stated valuegain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such preferred stock;gain is attributable);

 

the numberNon-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of shares of such preferred stock offered, the liquidation preference per sharedisposition and the offering price of such preferred stock;certain other requirements are met; or

 

our Series B Preferred Stock or common stock, as applicable, constitutes a U.S. real property interest by reason of our status as a USRPHC for U.S. federal income tax purposes.

Gain described in the dividend rate(s), period(s), and/or payment date(s) or method(s)first bullet point above generally will be subject to U.S. federal income tax in the same manner as if the Non-U.S. Holder were a United States person and be taxed at regular U.S. federal income tax

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rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of calculation thereof30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits for the taxable year that are attributable to such preferred stock;gain, as adjusted for certain items.

whetherA Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such preferredlower rate specified by an applicable income tax treaty) on the gain realized, which may be offset by certain U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, generally, a corporation is a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe we currently are a USRPHC. If we are a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our Series B Preferred Stock or common stock generally will not be subject to U.S. federal income tax if any class of our stock is cumulative“regularly traded on an established securities market,” as defined by applicable Treasury Regulations, and the fair market value of the Non-U.S. Holder’s Series B Preferred Stock or common stock, as applicable, does not and, if cumulative,exceed the fair market value of (i) 5% of the entire class of such stock at any time during the five-year period ending either on the date from which dividendsof disposition of such interest or other applicable determination date (if such class is treated as regularly traded on an established securities market) or (ii) 5% of the regularly traded class of the corporation’s stock with the lowest fair market value at the time the Non-U.S. Holder acquires such preferred stock shall accumulate;

and at certain other times described in the provision forapplicable Treasury Regulations (if such class of stock of the Non-U.S. Holder is not treated as regularly traded on an established securities market); in each case, as further described in the applicable Treasury Regulations. If the exemption described in the prior sentence were not available and the USRPHC rules applied, a sinking fund,Non-U.S. Holder would be required to file a U.S. federal income tax return and generally would be subject to U.S. federal income tax as described above with respect to its gain on a disposition of our Series B Preferred Stock or common stock, as applicable. In addition, if our Series B Preferred Stock, common stock or any other class of outstanding stock were not considered to be regularly traded on an established securities market, a transferee of Series B Preferred Stock or common stock could be required to withhold 15% of the proceeds paid to a Non-U.S. Holder for such preferred stock;

stock and remit such amount to the provision for redemption, if applicable,IRS. As of such preferred stock;

any listingthe date of such preferred stock on any securities exchange;

preemptive rights, if any;

the terms and conditions, if applicable, upon which such preferred stock will be converted intothis prospectus, we believe, but cannot guarantee, that shares of our common stock includingwill continue to be regularly traded on an established securities market, but it is not expected that our Series B Preferred Stock will be treated as regularly traded on an established securities market. Non-U.S. Holders should consult their advisors about the conversion price (or manner of calculation thereof);

a discussion of any material United StatesU.S. federal income tax consequences that could result from our status as a USRPHC.

A payment made to a Non-U.S. Holder in redemption of our Series B Preferred Stock may be treated as a dividend, rather than as a payment in exchange for the stock, in the circumstances discussed above under “Tax Consequences Applicable to U.S. Holders—Sale, Redemption or Other Taxable Disposition,” in which event the payment would be subject to tax as discussed above under “Tax Consequences Applicable to Non-U.S. Holders—Distributions.”

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends on our Series B Preferred Stock or common stock to a Non-U.S. Holder will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the Non-U.S. Holder is a United States person and the Non-U.S. Holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN,W-8BEN-E,W-8ECI, or W-8EXP, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our Series B Preferred Stock or common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld.

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In addition, proceeds of the sale or other taxable disposition of our Series B Preferred Stock or common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such Non-U.S. Holder is a U.S. person, or the Non-U.S. Holder otherwise establishes an exemption. Proceeds of a disposition of our Series B Preferred Stock or common stock conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships within the United States generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established or organized.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding on Payments Made to Foreign Accounts

Withholding may be imposed under FATCA on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our Series B Preferred Stock or common stock paid to a “foreign financial institution” (as defined by the Code to include, in addition to banks and traditional financial institutions, entities such as investment funds and certain holding companies) or a “non-financial foreign entity” (as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence, reporting, and withholding obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence, reporting, and withholding requirements in clause (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Accordingly, the entity through which our Series B Preferred Stock or common stock is held will affect the determination of whether such withholding is required. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and related guidance published by the IRS, withholding under FATCA generally applies currently to payments of dividends on our Series B Preferred Stock or common stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in such preferred stock;our Series B Preferred Stock or common stock.

 

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SELLING SECURITYHOLDERS

We are registering the relative ranking and preferencesresale, by the selling stockholders or their transferees, donees, pledgees, assignees or other successors-in-interest, of such preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the affairsto: (i) 300,000 shares of our company;

any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with such class or series of preferred stock as to dividend rightsSeries B Preferred Stock; and rights upon liquidation, dissolution or winding up of the affairs of our company;

any voting rights of such preferred stock; and

any other specific terms, preferences, rights, limitations or restrictions of such preferred stock.

Rank. Unless otherwise specified in the applicable prospectus supplement, the preferred stock will, with respect to dividend rights and rights upon liquidation, dissolution or winding up of our company, rank: (i) senior to all classes or series(iii) 13,500,000 shares of our common stock issuable on exercise of 13,043,478 Warrants. We issued the 300,000 shares of Series B Preferred Stock and the 13,043,478 Warrants in a private placement on March 8, 2022 pursuant to any other class or seriesa purchase agreement between us and the purchasers of the Series B Preferred Stock and the Warrants. We are registering the resale of the Series B Preferred Stock and the shares of common stock issuable upon conversion of the Warrants covered by this prospectus to discharge our stock expressly designated as ranking junior to the preferred stock; (ii) on parity with any class or series of our stock expressly designated as ranking on parityobligations under a Registration Rights Agreement, dated March 8, 2022, that we entered into with the preferred stock;purchasers of the Series B Preferred Stock and (iii) junior to any other class or seriesthe Warrants (the “Series B Registration Rights Agreement”).

As of our stock expressly designated as ranking senior to the preferred stock.

Conversion Rights. The terms and conditions, if any, upon which any sharesdate of any class or series of preferred stock are convertible into our common stock will be set forth in the applicablethis prospectus, supplement relating thereto. Such terms will include the number of shares of our common stock intoissuable upon a non-cashless exercise of each Warrant (which is referred to as the “Warrant entitlement”) is one and the strike price of the Warrants is $23.00 per share of common stock. However, each of the Warrant entitlement and the strike price is subject to adjustment pursuant to customary anti-dilution provisions. The Warrants may in certain circumstances be exercised on a cashless basis, in which case the exercising holder of the Warrants need not pay the aggregate strike price of the Warrants exercised and the number of shares of preferredcommon stock are convertible,issuable to settle such exercise will instead generally be reduced by a number of shares having a value equal to the conversion price (or manneraggregate strike price.

We and affiliates of calculation thereof), the conversion period, provisions as to whether conversion will be at the option of the holders of such class or series of preferred stock, the events requiring an adjustment of the conversion price and provisions affecting conversionFairfax (as defined below) have entered into various arm’s length transactions in the eventordinary course of business, including, but not limited to, joint venture arrangements for the redemptionacquisition and/or development of such classreal estate properties and real estate related debt investments. Additionally, certain of our subsidiaries are borrowers under secured mortgages where affiliates of Fairfax act as lender. We may enter into future transactions with affiliates of Fairfax, as equity partners or series of preferred stock.

Power to Increase Authorized Stock and Issue Additional Shares of Our Preferred Stock. The number of authorized shares of preferred stock may be increased by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock entitled to vote generallyin other capacities, in the electionordinary course of directors, voting togetherbusiness.

The following table sets forth certain information as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to the resolutions adopted by the board of directors for such series. Our board of directors has the power to issue additional authorized but unissued shares of our preferred stock and to classify or reclassify unissued shares of our preferred stock and thereafter to cause us to issue such classified or reclassified shares of stock. Although our board of directors does not intend to do so, it could authorize us to issue a class or series that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for our stockholders or otherwise be in their best interest.

Dividend Limitations. The payment of dividends, if ever, on the preferred stock will be subject to compliance with any applicable limitations in our debt agreements, including debt securities issued pursuant to this prospectus and any prospectus supplement.

6.0% Convertible Series A Preferred Stock

General. Our board of directors and a duly authorized committee thereof approved the certificate of designation, a copy of which we have previously filed with the SEC and which we incorporate by reference as an exhibit to the registration statement of which this prospectus is a part, creating the series A preferred stock as a class of our preferred stock, designated as the 6.0% convertible series A preferred stock. The outstanding series A preferred stock is validly issued, fully paid and nonassessable.

Ranking. The series A preferred stock ranks,May 3, 2022 with respect to dividend rightsthe beneficial ownership of the Series B Preferred Stock and rights upon our liquidation, dissolutioncommon stock by the selling securityholders based on information provided to us by the selling securityholders. The selling securityholders may have sold or winding-up:

seniortransferred some or all of their Securities in transactions exempt from the registration requirements of the Securities Act after the date as of which such information was provided to all classes or seriesus. The percentage beneficial ownership of our common stock and to any other class or series of our stock expressly designated as ranking junior toin the series A preferred stock;

tables are calculated based on parity with any class or series of our stock expressly designated as ranking on parity with the series A preferred stock; and

junior to any other class or series of our stock expressly designated as ranking senior to the series A preferred stock.

Dividend Rate and Payment Date. Investors are entitled to receive cumulative cash dividends on the series A preferred stock from and including the date of original issue, payable quarterly in arrears on or about the last calendar day of January, April, July and October of each year, commencing June 30, 2010, at the rate of 6.0% per annum of the $1,000.00 liquidation preference per share. Dividends on the series A preferred stock will accrue whether or not we have earnings, whether or not there are funds legally available for the payment of such dividends. Our debt agreements, including debt securities issued pursuant to this prospectus and any prospectus supplement, may restrict our ability to declare and pay dividends on our preferred stock.

Liquidation Preference. If we liquidate, dissolve or wind-up, holders of the series A preferred stock will have the right to receive $1,000.00 per share, plus accrued and unpaid dividends (whether or not earned or declared) up to and including the date of payment, before any payment is made to holders of our common stock and any other class or series of stock ranking junior to the series A preferred stock as to liquidation rights. The rights of holders of series A preferred stock to receive their liquidation preference will be subject to the proportionate rights of any other class or series of our stock ranking on parity with the series A preferred stock as to liquidation.

Optional Conversion and Mandatory Conversion. Prior to May 19, 2015, each share of series A preferred stock is convertible, at the option of the holder at any time, into approximately 81137,790,768 shares of our common stock subjectoutstanding as of May 3, 2022.

Beneficial ownership is determined in accordance with the rules of the SEC and includes the power to adjustments under certain circumstances. On May 19, 2015, each outstanding sharevote or direct the voting of series A preferred stocksecurities, or to dispose or direct the disposition thereof or the right to acquire such powers within 60 days.

Because the selling securityholders may resell all or part of their Securities, no estimates can be given as to the number Securities that will automatically be converted intoheld by the selling securityholders upon completion of any offering made hereby. For purposes of the tables below, however, we have assumed that the selling securityholders dispose of all of their Securities covered by this prospectus and do not acquire beneficial ownership of any additional Securities or other shares of our common stock.

Voting Rights. Holders of series A preferred stock generally have no voting rights. However, if we are in arrears on dividends on the series A preferred stock for three or more quarterly periods, whether or not consecutive, holders The registration of the series A preferred stock (voting together as a class withresale of these Securities does not necessarily mean that the holders ofselling securityholders will sell all other classes or series of parity preferred stock upon which like voting rights have been conferred and are exercisable) will be entitled to vote at our next annual meeting or special meeting of stockholders for the election of two additional directors to serve on our board of directors until all unpaid dividends and the dividend for the then-current period with respect to the series A preferred stock and any other class or series of parity preferred stock have been paid or declared and a sum sufficient for the payment thereof set aside for payment. In addition, we may not make certain material and adverse changes to the termsportion of the series A preferred stock without the affirmative vote of the holders of at least two-thirds of the outstanding shares of series A preferred stock and the holders of all other shares of any class or series ranking on parity with the series A preferred stock that are entitled to similar voting rights (voting together as a single class).

Transfer Agent and Registrar. The transfer agent and registrar for our series A preferred stock is Continental Stock Transfer & Trust Company.

6.452% Convertible Series B Preferred Stock

General. Our board of directors and a duly authorized committee thereof approved the certificate of designation, a copy of which we have previously filed with the SEC and which we incorporateSecurities covered by reference as an exhibit to the registration statement of which this prospectus is a part, creating the series B preferred stock as a class of our preferred stock, designated as the 6.452% convertible series B preferred stock. The outstanding series B preferred stock is validly issued, fully paid and nonassessable.

Ranking. The series B preferred stock ranks, with respect to dividend rights and rights upon our liquidation, dissolution or winding-up:prospectus.

 

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senior to all classesExcept for certain transferees, pledgees, donees or seriesassignees described under the caption “Plan of our common stock, and to any other classDistribution,” no offer or series of our stock expressly designated as ranking junior to the series B preferred stock;

on parity with any class or series of our stock expressly designated as ranking on parity with the series B preferred stock; and

junior to any other class or series of our stock expressly designated as ranking senior to the series B preferred stock.

Dividend Rate and Payment Date. Investors are entitled to receive cumulative cash dividends on the series B preferred stock from and including the date of original issue, payable quarterly in arrears on or about the last calendar day of January, April, July and October of each year, commencing September 30, 2010, at the rate of 6.452% per annum of the $1,000.00 liquidation preference per share. Dividends on the series B preferred stock will accrue whether or not we have earnings, whether or not there are funds legally available for the payment of such dividends. Our debt agreements, including debt securities issued pursuant to this prospectus and any prospectus supplement, may restrict our ability to declare and pay dividends on our preferred stock.

Liquidation Preference. If we liquidate, dissolve or wind-up, holders of the series B preferred stock will have the right to receive $1,000.00 per share, plus accrued and unpaid dividends (whether or not earned or declared) up to and including the date of payment, before any payment is made to holders of our common stock and any other class or series of stock ranking junior to the series B preferred stock as to liquidation rights. The rights of holders of series B preferred stock to receive their liquidation preference will be subject to the proportionate rights of any other class or series of our stock ranking on parity with the series B preferred stock as to liquidation.

Optional Conversion and Mandatory Conversion. Prior to November 3, 2018, each share of series B preferred stock is convertible, at the option of the holder at any time, into approximately 93 shares of our common stock, subject to adjustmentssale under certain circumstances, or the series B conversion rate. At any time on or after May 3, 2017 and prior to November 3, 2018, we have the option to convert all or part of the outstanding shares of series B preferred stock into shares of common stock at the series B conversion rate. On November 3, 2018, each outstanding share of series B preferred stock will automatically be converted into shares of our common stock at the series B conversion rate.

Voting Rights. Holders of series B preferred stock generally have no voting rights. However, if we are in arrears on dividends on the series B preferred stock for three or more quarterly periods, whether or not consecutive, holders of the series B preferred stock (voting together as a class with the holders of all other classes or series of parity preferred stock upon which like voting rights have been conferred and are exercisable) will be entitled to vote at our next annual meeting or special meeting of stockholders for the election of two additional directors to serve on our board of directors until all unpaid dividends and the dividend for the then-current period with respect to the series B preferred stock and any other class or series of parity preferred stock have been paid or declared and a sum sufficient for the payment thereof set aside for payment. In addition, we may not make certain material and adverse changes to the terms of the series B preferred stock without the affirmative vote of the holders of at least two-thirds of the outstanding shares of series B preferred stock and the holders of all other shares of any class or series ranking on parity with the series B preferred stock that are entitled to similar voting rights (voting together as a single class).

Transfer Agent and Registrar. The transfer agent and registrar for our series B preferred stock is Continental Stock Transfer & Trust Company.

DESCRIPTION OF WARRANTS

Unless otherwise stated or the context otherwise requires, as used in this section, the words “we,” “us,” “our” or the “company” refer to Kennedy-Wilson Holdings, Inc. and its subsidiaries.

This section describes the general terms and provisions of our warrants to acquire our securities that we may issue from time to time. The applicable prospectus supplement will describe the terms of any warrant agreements and the warrants issuable thereunder. If any particular terms of the warrants described in the prospectus supplement differ from any of the terms described herein, then the terms described herein will be deemed superseded by that prospectus supplement.

We may issue warrants for the purchase of our common stock or preferred stock. We may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement that we will enter into with a bank or trust company, as warrant agent, as detailed in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation, or agency or trust relationship, with you. We will file a copy of the warrant and warrant agreement with the SEC each time we issue a series of warrants, and these warrants and warrant agreements will be incorporated by reference into the registration statement of which this prospectus is a part. A holder of our warrants should refer to the provisions of the applicable warrant agreement and prospectus supplement for more specific information.

The prospectus supplement relating to a particular issue of warrants will describe the terms of those warrants, including, when applicable:

the offering price;

the currency or currencies, including composite currencies, in which the price of the warrants may be payable;

the number of warrants offered;

the securities underlying the warrants, including the securities of third parties or other rights, if any, to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of the warrants;

the exercise price and the amount of securities you will receive upon exercise;

the procedure for exercise of the warrants and the circumstances, if any, that will cause the warrants to be automatically exercised;

the rights, if any, we have to redeem the warrants;

the date on which the right to exercise the warrants will commence and the date on which the warrants will expire;

the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security;

the date on and after which the warrants and the related securities will be separately transferable;

material U.S. federal income tax consequences;

the name of the warrant agent; and

any other material terms of the warrants.

After the warrants expire they will become void. The prospectus supplement may provide for the adjustment of the exercise price of the warrants.

Warrants may be exercised at the appropriate office of the warrant agent or any other office indicated in the applicable prospectus supplement. Before the exercise of warrants, holders will not have any of the rights of holders of the securities purchasable upon exercise and will not be entitled to payments made to holders of those securities.

The applicable warrant agreement may be amended or supplemented without the consent of the holders of the warrants to which it applies to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants. However, any amendment that materially and adversely alters the rights of the holders of warrants will not be effective unless the holders of at least a majority of the applicable warrants then outstanding approve the amendment. Every holder of an outstanding warrant at the time any amendment becomes effective, by continuing to hold the warrant, will be bound by the applicable warrant agreement as amended. The prospectus supplement applicable to a particular series of warrants may provide that certain provisions of the warrants, including the securities for which they may be exercisable, the exercise price and the expiration date, may not be altered without the consent of the holder of each warrant.

DESCRIPTION OF DEBT SECURITIES

This prospectus covers the offer and sale of debt securities of Kennedy-Wilson Holdings or of Kennedy-Wilson. As used in this section, the term “applicable issuer” refers to Kennedy-Wilson Holdings, in the case of debt securities of Kennedy-Wilson Holdings, or Kennedy-Wilson, in the case of debt securities of Kennedy-Wilson, in each case excluding any of the issuers’ respective subsidiaries, unless expressly stated or the context requires otherwise.

Any debt securities of Kennedy-Wilson offered and sold pursuant to this prospectus will be fully and unconditionally guaranteed by Kennedy-Wilson Holdings and may also be fully and unconditionally guaranteed by one or more of its subsidiaries.

The following description, together with the additional information included in any applicable prospectus supplement, summarizes certain general terms and provisions of the debt securities that may be offered under this prospectus. When a particular series of debt securities is offered and sold, a description of the specific terms of the series will be included in a supplement to this prospectus. The supplement will also indicate to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities.

The debt securities that may be offered pursuant to this prospectus may be senior, senior subordinated or subordinated obligations, and,made by a securityholder unless otherwise specifiedthat securityholder is listed in the table below, in a supplement to this prospectus the debt securities will be the direct, unsecured obligations of the applicable issuer and may be issuedor in one or more series.

The debt securities will be issued pursuant to an indenture between the applicable issuer and a trustee, which will be named in the applicable supplement to this prospectus. Select portions of the indentures to be entered into are summarized below. The summary is not complete. The form of the indentures has been filed as an exhibitamendment to the related registration statement of whichthat has become effective. We may supplement or amend this prospectus forms a part, and you should read the applicable indenture for provisions that may be important to you. Capitalized terms used in the summary and not defined herein have the meanings specified in the applicable indenture.

General

The terms of each series of debt securities will be established by or pursuant to a resolution of the applicable issuer’s board of directors and set forth or determined in the manner provided in a resolution of such board of directors, in an officer’s certificate or by a supplemental indenture. The particular terms of each series of debt securities will be described in a prospectus supplement relating to such series (including any pricing supplement or term sheet).

The applicable issuer can issue an unlimited amount of debt securities under the applicable indenture that may be in one or more series with the same or various maturities, at par, at a premium, or at a discount. The prospectus supplement (including any pricing supplement or term sheet) relating to any series of debt securities being offered will set forth the aggregate principal amount and other terms of the debt securities, including, if applicable:

the title and ranking of the debt securities (including the terms of any subordination provisions);

the price or prices (expressed as a percentage of the principal amount) at which the debt securities will be sold;

any limit on the aggregate principal amount of the debt securities;

the date or dates on which the principal of the securities of the series is payable;

the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;

the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of

transfer or exchange, and where notices and demands to the applicable issuer in respect of the debt securities may be delivered;

the period or periods within which, the price or prices at which and the terms and conditionsinclude additional selling securityholders upon which the applicable issuer may redeem the debt securities;

any obligation the applicable issuer will have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

the dates on which and the price or prices at which the applicable issuer will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;

the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;

whether the debt securities will be issued in the form of certificated debt securities or global debt securities;

the portion of the principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;

the currency of denomination of the debt securities, which may be U.S. dollars or any foreign currency, and, if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;

the designation of the currency, currencies or currency units in which payment of the principal of or premium, if any, and interest on the debt securities will be made;

if payments of the principal of or premium, if any, or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;

the manner in which the amounts of payment of the principal of or premium, if any, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies other than that in which the debt securities are denominated or designated to be payable or by reference to a commodity, commodity index, stock exchange index or financial index;

any provisions relating to any security provided for the debt securities;

any addition to, deletion of or change in the Events of Default described in this prospectus or set forth in the applicable indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the applicable indenture with respect to the debt securities;

any addition to, deletion of or change in the covenants described in this prospectus or set forth in the applicable indenture with respect to the debt securities;

any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities;

the provisions, if any, relating to conversion or exchange of any securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange;

if applicable, the terms of any guarantee of the debt securities; and

any other terms of the debt securities, which may supplement, modify or delete any provision of the applicable indenture as it appliesall required information to that series or any guarantees of debt securities of that series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the securities.

The applicable issuer may issue debt securities that provide for an amount less than their stated principal amount to be dueus and payable upon declaration of acceleration of their maturity pursuantsubject to the terms of the applicable indenture. Information on material federal income tax considerations and other special considerationsSeries B Registration Rights Agreement.

   Series B
Preferred
Stock
   Warrants   Common Stock 

Name(1)

  Shares
Beneficially
Owned
Before this
Offering
that May
Be Sold in
this
Offering
   Warrants
Beneficially
Owned Before

this Offering
   Shares
Beneficially
Owned Before
this Offering
   Shares
Beneficially
Owned Before
this Offering
that May Be
Sold in this
Offering(2)(3)
   Shares Beneficially Owned
After this Offering
 
  Number of
Shares
   Percentage
of
Outstanding
Shares
 

Federated Insurance Company of Canada

   5,000    217,391    217,391    217,391    0    * 

Hudson Excess Insurance Company

   25,000    1,086,957    1,086,957    1,086,957    0    * 

Hudson Insurance Company

   50,000    2,173,913    2,173,913    2,173,913    0    * 

Newline Insurance Company Limited

   3,000    130,435    130,435    130,435    0    * 

Northbridge General Insurance Corporation

   70,000    3,043,478    3,043,478    3,043,478    0    * 

Odyssey Reinsurance Company

   82,000    3,565,216    3,845,216    3,565,216    280,000    * 

The North River Insurance Company

   25,000    1,086,957    1,086,957    1,086,957    0    * 

Trustees of Newline Syndicate 1218

   10,000    434,783    434,783    434,783    0    * 

United States Fire Insurance Company

   25,000    1,086,957    1,086,957    1,086,957    0    * 

Zenith Insurance Company

   5,000    217,391    362,370    217,391    144,979    * 

(1)

The selling securityholders named in the table above are indirectly controlled by Fairfax Financial Holdings Limited, a corporation organized under the laws of Canada (“Fairfax”). V. Prem Watsa is the founder, chairman and chief executive officer of Fairfax and, in such capacity, may be deemed to have voting and dispositive power with respect to the Securities covered by this prospectus that are beneficially owned by the selling securityholders named in the table above.

(2)

Consists of shares of common stock issuable upon non-cashless exercise of Warrants held by the applicable selling securityholder based on the Warrant entitlement as of the date of this prospectus, which is one share of common stock per Warrant. Each of the Warrant entitlement and the strike price of the Warrants is subject to adjustment pursuant to customary anti-dilution provisions. The Warrants may in certain circumstances be exercised on a cashless basis, in which case the exercising holder of the Warrants need not pay the aggregate strike price of the Warrants exercised and the number of shares of common stock issuable to settle such exercise will instead generally be reduced by a number of shares having a value equal to the aggregate strike price.

(3)

In addition to the shares of common stock listed in this column, this prospectus registers the resale of an aggregate of 456,522 additional shares of common stock (or approximately 0.0350 shares per Warrant) issuable upon conversion of the Warrants as a result of adjustments to the Warrant entitlement that may occur after the date of this prospectus.

*

Represents less than one percent.

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PLAN OF DISTRIBUTION

We are registering the Securities covered by this prospectus to permit selling securityholders to conduct public secondary trading of such Securities from time to time after the date of this prospectus. We will not receive any of these debt securities will be provided inproceeds from the applicable prospectus supplement.

If the purchase price of anysale of the debt securities is denominated in a foreign currency or currencies or a foreign currency unit or units, or if the principal of, and any premium and interest on, any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units, then information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or unitsSecurities registered hereby. The selling securityholders will be provided in the applicable prospectus supplement.

Transfer and Exchange

Each debt security will be represented by either one or more global securities registered in the name of The Depository Trust Company, or the Depositary, or a nomineereceive all of the Depositary (which is referred to as a “book-entry debt security”) or a certificate issued in definitive registered form (which is referred to as a “certificated debt security”), as set forth innet proceeds from the applicable prospectus supplement. Except in limited circumstances, book-entry debt securitiessale of such Securities. We will not be issuable in certificated form.

Certificated Debt Securities. You may transfer or exchange certificated debt securities at any office the applicable issuer maintains for this purpose in accordance with the terms of the applicable indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange may be required.

You may effect the transfer of certificated debt securities and the right to receive the principal of, or any premium or interest on, certificated debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by the applicable issuer or the trustee of the certificate to the new holder or the issuance by the applicable issuer or the trustee of a new certificate to the new holder.

Global Debt Securities and Book-Entry System. Each global debt security representing book-entry debt securities will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or a nominee of the Depositary.

Covenants

Any restrictive covenants applicable to any issue of debt securities will be set forth in the applicable prospectus supplement.

No Protection In the Event of a Change of Control

Unless stated otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions that may afford holders of the debt securities protection in the event the applicable issuer has a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control) that could adversely affect holders of debt securities.

Consolidation, Merger and Sale of Assets

The applicable issuer may not consolidate with or merge with or into, or convey, transfer or lease all orpay substantially all of its properties and assetsthe expenses incident to any person (a “successor person”) unless:

offering of the applicable issuer isSecurities by the surviving person orselling securityholders to the successor person (ifpublic other than the applicable issuer) is a person that is organizedcommissions and validly existing under the lawsdiscounts of any U.S. domestic jurisdiction and expressly assumes the applicable issuer’s obligations on the debt securities and under the applicable indenture; and

immediately after giving effect to the transaction, no Defaultunderwriters, brokers, dealers or Event of Default, shall have occurred and be continuing;agents.

Notwithstanding the above, any subsidiaries of the applicable issuerThe selling securityholders may consolidate with, merge into or transfersell all or part of its properties to the applicable issuer.

Events of Default

Event of Default” means with respect to any series of debt securities, any of the following:

a default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by the applicable issuer with the trustee or with a paying agent prior to the expiration of the 30-day period);

a default in the payment of principal of any security of that series at its maturity;

a default in the deposit of any sinking fund payment, if, when and as due by the terms of the debt securities of that series, and the continuance of such default for a period of 60 days;

a default in the performance or breach of any other covenant or warranty by the applicable issuer (or, in the case the debt securities of that series are subject to a guarantee, the guarantor of such guarantee) in the applicable indenture (other than a covenant or warranty that has been included in the applicable indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after the applicable issuer receives written notice from the trustee or the applicable issuer and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the applicable indenture;

if the debt securities of such series are subject to a guarantee of a guarantor, such guarantee shall for any reason cease to be, or shall for any reason be asserted in writing by such guarantor or the applicable issuer not to be, in full force and effect and enforceable in accordance with its terms, except to the extent contemplated or permitted by the applicable indenture or the terms of the debt securities of that series;

certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of the applicable issuer; and

any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement.

No Event of Default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an Event of Default with respect to any other series of debt securities. The occurrence of certain Events of Default or an acceleration under the applicable indenture may constitute an event of default under certain other indebtedness of the applicable issuer or its subsidiaries outstanding from time to time.

If an Event of Default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing to the applicable issuer (and to the trustee if given by the holders), declare to be due and payable immediately the principal of (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series), and any premium and accrued and unpaid interest on, all debt securities of that series. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of, and any premium and accrued and unpaid interest on, all outstanding debt securities of the applicable series will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind and annul the acceleration if all Events of Default (other than the non-payment of accelerated principal, premium and interest, if any, with respect to debt securities of that series) have been cured or waived as provided in the applicable indenture. You are referred to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an Event of Default.

The applicable indenture will provide that the trustee will be under no obligation to exercise any of its rights or powers under the applicable indenture unless the trustee receives indemnity satisfactory to it against any cost, liability or expense which might be incurredSecurities beneficially owned by it in exercising such right of power. Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.

No holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the applicable indenture or for the appointment of a receiver or trustee, or for any remedy under the applicable indenture, unless:

that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and

the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request,them and offered reasonable indemnityhereby from time to time directly to purchasers or security, to the trustee to institute the proceeding as trustee, and the trustee has (x) not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and (y) failed to institute the proceeding within 60 days.

Notwithstanding any other provision in the applicable indenture, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, and any premium and interest on, that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of payment.

The applicable indenture will require the applicable issuer to, within 120 days after the end of its fiscal year, furnish to the trustee a statement as to compliance with the applicable indenture. If a Default or Event of Default occurs and is continuing with respect to the securities of any series and is known to a responsible officer of the trustee, then the trustee must mail to each holder of the securities of that series notice of a Default or Event of Default within 90 days after it occurs. The applicable indenture will provide that the trustee may withhold notice to the holders of debt securities of any series of any Default or Event of Default (except in payment on any debt securities of that series) with respect to debt securities of that series if the trustee determines in good faith that withholding notice is in the interest of the holders of those debt securities.

Modification and Waiver

The applicable issuer, the applicable guarantors, if any, and the trustee may modify and amend the applicable indenture or the debt securities of any series without the consent of any holder of any debt security:

to cure any ambiguity, defect or inconsistency;

to evidence the succession of another person to the applicable issuer or, if applicable, any guarantor and the assumption by such successor person of the covenants of the applicable issuer or such guarantor, as applicable, in or pursuant to the applicable indenture and in the debt securities or the guarantees of such guarantor, as applicable;

to secure or provide additional security for all or any debt securities of any series;

to add to the covenants of the applicable issuer or, if applicable, any guarantor for the benefit of the holders of all or any debt securities of any series or to surrender any right or power conferred upon the applicable issuer or, if applicable, any guarantor with regard to all or any debt securities of any series;

to provide for uncertificated debt securities in addition to or in place of certificated debt securities;

to make any change that does not materially adversely affect the rights of any holder;

to provide for the issuance of and establish the form, terms and conditions of debt securities of any series and any guarantees thereof, as permitted by the applicable indenture;

to evidence and provide for the acceptance of appointment by a successor trustee with respect to the debt securities of one or more series and to add to or change any of the provisions of the applicable indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee;

to comply with requirements of the SEC in order to effect or maintain the qualification of the applicable indenture under the Trust Indenture Act;

to amend the provisions of the applicable indenture relating to the transfer and legending of debt securities;provided,however, that (i) compliance with the applicable indenture as so amended would not result in debt securities being transferred in violation of the Securities Act or any applicable securities law; and (ii) such amendment does not materially and adversely affect the rights of holders to transfer debt securities, except as required by law;

to add any additional Events of Default for the benefit of the holders of all or any debt securities of any series;

to add to, change or eliminate any provision of the applicable indenture in respect of all or any debt securities of any series or any guarantees thereof, provided that such addition, change or elimination shall either (A) (i) not apply to any debt security of any series or any guarantee thereof that was created prior to the execution and delivery of such supplemental indenture; and (ii) not modify the rights of the holder of any such debt security with respect to such provision; or (B) become effective only when there is no debt security outstanding;

in the case of any debt securities that, by their terms, may be converted into securities or other property (other than debt securities of the same series and of like tenor), to (A) make provisions with respect to adjustments to the applicable conversion rate of such debt securities as required or permitted by the applicable indenture and the terms of such debt securities; or (B) permit or facilitate the issuance, payment or conversion of such debt securities;

to add any person as a guarantor of all or any debt securities of any series, which debt securities were not theretofore subject to a guarantee, or to add additional guarantors of all or any debt securities of any series;

to evidence the release and discharge of any guarantor from its obligations under its guarantees of any debt securities and its obligations under the applicable indenture in respect of any debt securities, in each case in accordance with the applicable indenture and the terms of such debt securities; or

to conform the text of the applicable indenture or any debt securities of any series or any guarantee to the description of the applicable indenture, such debt securities or such guarantee contained in this prospectus and the applicable prospectus supplement, provided that such supplemental indenture shall apply only to such debt securities or guarantee.

Except to the extent the terms of a series of debt securities otherwise provide with respect to any of such debt securities or guarantee thereof, the applicable issuer may also modify and amend the applicable indenture with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications or amendments. However, no waiver or amendment may be made without the consent of the holders of each affected debt security then outstanding if that waiver or amendment will:

reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;

reduce the rate of or extend the time for payment of interest (including default interest) on any debt security;

reduce the principal of or premium, if any, on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities;

reduce the principal amount of discount securities payable upon acceleration of maturity;

waive a default in the payment of the principal of, or any premium or interest on, any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then-outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration);

make the principal of, or any premium or interest on, any debt security payable in currency other than that stated in the debt security;

make any change to certain provisions of the applicable indenture relating to, among other things, (i) the right of holders of debt securities to receive payment of the principal of, or any premium or interest on, debt securities and to institute suit for the enforcement of any such payment; (ii) waivers of past defaults; and (iii) amendments and waivers that require the consent of each affected holder;

waive a redemption payment with respect to any debt security;

in the case of any debt security that is subject to a guarantee, release the guarantor of such guarantee from any of its obligations under such guarantee, except in accordance with the terms of the applicable indenture and such debt security;

make any change in the ranking or priority of any debt security or any guarantee thereof that would adversely affect the holders of such debt security; or

in the case of any debt security that provides that the holder thereof may require the applicable issuer to repurchase or convert such debt security, impair such holder’s right to require such repurchase or effect such conversion of such Security in accordance with the applicable Indenture and the terms of such debt security.

Except in certain circumstances, the holders of at least a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive compliance by the applicable issuer or any guarantor of debt securities of that series with provisions of the applicable indenture or guarantee. The holders of a majority in principal amount of the outstanding debt securities of any series may,

on behalf of the holders of all the debt securities of such series, waive any past default under the applicable indenture with respect to that series and its consequences, except a default in the payment of the principal of, or any premium or interest on, any debt security of that series. The holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.

Defeasance of Debt Securities and Certain Covenants in Certain Circumstances

Legal Defeasance. The applicable indenture will provide that, unless otherwise provided by the terms of the applicable series of debt securities, the applicable issuer and the guarantors, if any, will be deemed to have paid and discharged the entire indebtedness on all the outstanding debt securities of any series on the 91st day after the date of the deposit referred to below, and the provisions of the applicable indenture, as it relates to such outstanding debt securities of such series, will no longer be in effect, except as to certain specified rights, powers, immunities and provisions. In order to effect such legal defeasance, the following conditions, among others, must be satisfied:

subject to certain rights of the applicable issuer and guarantors, if any, the applicable issuer or, if applicable, any guarantor(s), must deposit, or cause to be irrevocably deposited, with the trustee money or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bank, to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of all the debt securities of that series on the stated maturity of those payments in accordance with the terms of the applicable indenture and those debt securities; and

such deposit will not result in a breach or violation of, or constitute a default under, the applicable indenture or any other agreement or instrument to which the applicable issuer is a party or by which it is bound;

no default or Event of Default with respect to the debt securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; and

the applicable issuer or guarantor(s) must deliver to the trustee an opinion of counsel stating that the applicable issuer or guarantor(s), as applicable, have received from, or there has been published by, the U.S. Internal Revenue Service a ruling or, since the date of execution of the applicable indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred.

Defeasance of Certain Covenants. The applicable indenture will provide that, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:

the applicable issuer and, if applicable, may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the applicable indenture, as well as any additional covenants which may be described in the applicable prospectus supplement; and

any omission to comply with those covenants, or with certain other Events of Default, will not constitute a default or an Event of Default with respect to the debt securities of that series (“covenant defeasance”).

The conditions include the following, among others:

subject to certain rights of the applicable issuer and guarantors, if any, the applicable issuer or, if applicable, any guarantor(s), must deposit, or cause to be irrevocably deposited, with the trustee money or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bank, to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of all the debt securities of that series on the stated maturity of those payments in accordance with the terms of the applicable indenture and those debt securities; and

the applicable issuer or guarantor(s) must deliver to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred.

Covenant Defeasance and Events of Default. In the event the applicable issuer exercises its option to effect covenant defeasance with respect to any series of debt securities, and the debt securities of that series are declared due and payable immediately following an acceleration after the occurrence of any Event of Default, the amount of money or U.S. government obligations or foreign government obligations on deposit with the trustee will be sufficient to pay amounts due on the debt securities of that series at the time of their stated maturity but may not be sufficient to pay amounts due on the debt securities of that series at the time of such acceleration. However, the applicable issuer shall remain liable for those payments.

Governing Law

The applicable indenture and the debt securities, including any claim or controversy arising out of or relating to the applicable indenture or the securities, will be governed by the laws of the State of New York (without regard to the conflicts of laws provisions thereof, other than Section 5-1401 of the General Obligations Law).

DESCRIPTION OF GUARANTEES

To the extent provided in the applicable supplement to this prospectus, the debt securities offered and sold pursuant to this prospectus may be guaranteed by one or more guarantors. Each guarantee will be issued under a supplement to the applicable indenture. The prospectus supplement relating to a particular issue of guarantees will describe the terms of those guarantees, including the following, to the extent applicable:

the series of debt securities to which the guarantees apply;

whether the guarantees are secured or unsecured;

whether the guarantees are senior, senior subordinated or subordinated;

the terms under which the guarantees may be amended, modified, waived, released or otherwise terminated, if different from the provisions applicable to the guaranteed debt securities; and

any additional terms of the guarantees.

PLAN OF DISTRIBUTION

The issuers may sell the securities domestically or abroad to one or more underwriters, for public offering and sale by them or may sell the securities to investors directly or through dealersbroker-dealers or agents, or through a combination of methods. Any underwriter, dealer or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement.

Underwriters may offer and sell the securities at: (i) a fixed price or prices, which may be changed, (ii)at market prices prevailing at the time of sale, (iii)at prices related to the prevailingsuch market prices, at a fixed price or prices subject to change or at negotiated prices, by a variety of methods including the following:

on any national securities exchange or over-the-counter market on which the Securities may be listed or quoted at the time of sale or (iv) negotiated prices. The issuers alsosale;

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which a broker-dealer may from timeattempt to time, authorize underwriters acting as their agents to offer and sell the securities uponSecurities as agent but may position and resell a portion of the termsblock as principal to facilitate the transaction;

purchases by a broker-dealer, as principal, and conditions as are set fortha subsequent resale by the broker-dealer for its account;

through the writing of options, which may be listed on an options exchange or otherwise, or the issuance of other derivatives;

an exchange distribution in accordance with the rules of the applicable exchange;

publicly or privately negotiated transactions;

in transactions otherwise than on such exchanges or in the over-the-counter market;

through a combination of any such methods; or

through any other method permitted under applicable prospectus supplement. law.

In connection witheffecting sales, broker-dealers engaged by the sale of securities,selling securityholders may arrange for other broker-dealers to participate. If the selling securityholders effect such transactions by selling the Securities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may be deemed to have received compensation from the applicable issuerreceive commissions in the form of underwriting discounts, concessions or commissions and may also receivefrom the selling securityholders or commissions from purchasers of securitiesthe Securities for whom they may act as agent.agent or to whom they may sell as principal. Underwriters may sell securitiesSecurities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent.

AnyIf underwriters are used in a sale, the sole or lead underwriter for an underwritten resale may require us to enter an underwriting compensation paid byagreement with the underwriter or underwriters and the selling securityholders at the time an issueragreement for the sale is reached. The applicable prospectus supplement will set forth the managing underwriter or underwriters, as well as any other underwriter or underwriters, with respect to underwriters, dealers or agents in connection with thea particular underwritten offering of securities, and any discounts, concessions or commissions allowedwill set forth the terms of the transactions, including compensation of the underwriters and dealers and the public offering price, if applicable. The prospectus and the applicable prospectus supplement will be used by the underwriters to participating dealers,resell the securities.

If a dealer is used in the sale of the securities, a selling securityholder or an underwriter may sell the Securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required, we will be set forth in the applicable prospectus supplement. Dealers and agents participating insupplement the distributionname of the securitiesdealer and the terms of the transactions.

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The selling securityholders and any underwriters, brokers, dealers or agents that participate in such distribution may be deemed to be underwriters,“underwriters” within the meaning of the Securities Act, and any discounts, and commissions or concessions received by them and any profit realized by them on resale of the securities mayunderwriters, brokers, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Any selling securityholder who is an “underwriter” within the meaning of the Securities Act will be subject to the prospectus-delivery requirements of the Securities Act and the provisions of the Exchange Act and the rules thereunder relating to stock manipulation.

There can be no assurance that the selling securityholders will sell any or all of the Securities registered pursuant to the registration statement, of which this prospectus forms a part. Further, a selling securityholder may transfer, devise or gift the Securities by other means not described in this prospectus. In addition, any Securities covered by this prospectus that qualifies for sale under Rule 144 or (in the case of the Series B Preferred Stock) Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than under this prospectus. The Securities covered by this prospectus may also be sold to non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act rather than under this prospectus. In order to comply with the securities laws of some states, the Securities sold in those jurisdictions may only be sold through registered or licensed brokers or dealers. In addition, in some states, the Securities may not be sold unless the Securities have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with.

The selling securityholders may, from time to time, pledge or grant a security interest in some or all of the Securities owned by them and, if the selling securityholders default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Securities from time to time pursuant to this prospectus or any supplement to this prospectus filed pursuant to under Rule 424(b) under the Securities Act or other applicable provision of the Securities Act amending or supplementing, if necessary, the list of selling securityholders to include the pledgee, transferee or other successors in interest as selling securityholders under this prospectus.

From time to time, the selling securityholders may also transfer, pledge, donate or assign their Securities to lenders or others, and each of such persons will be deemed to be a “selling securityholder” for purposes of this prospectus. The number of Securities beneficially owned by the selling securityholders will decrease as and when they takes such actions. The plan of distribution for the selling securityholders’ Securities sold under this prospectus will otherwise remain unchanged, except that the transferees, pledgees, donees and other successors will be selling securityholders hereunder. Upon being notified by a selling securityholder that a donee or pledgee intends to sell more than 500 shares, we will file a supplement to this prospectus.

Underwriters, dealers and agents who participate in the distribution of Securities and their controlling persons may be entitled, under agreements that may be entered into with any of the issuers,us, to indemnification by us and the selling securityholders against and contribution toward civilcertain liabilities, including liabilities under the Securities Act. Any indemnification agreement will be described inAct, or to contribution with respect to payments that the applicable prospectus supplement.

Unless specified otherwise in the applicable prospectus supplement, any series of securities issued hereunder will be a new issue with no established trading market (other than Kennedy-Wilson Holdings’ common stock, which is listed on the NYSE). If Kennedy-Wilson Holdings sells any shares of its common stock pursuant to a prospectus supplement, such shares will be listed on the NYSE, subject to official notice of issuance. The issuers may elect to list any other securities issued hereunder on any exchange, but the issuers are not obligated to do so. Any underwriters, dealers or agents and their controlling persons may be required to or through whom such securities are sold for public offeringmake in respect of those liabilities.

Any underwriter may engage in stabilizing and sale may make a marketsyndicate covering transactions in such securities, but such underwriters or agents will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as toaccordance with Rule 104 of Regulation M under the liquidity of the trading market for any such securities.

If indicated in the applicable prospectus supplement, the issuers may authorize underwriters or other persons acting as the issuers’ agents to solicit offers by institutions or other suitable purchasersExchange Act. Rule 104 permits stabilizing bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. The underwriters may overallot offered securities, from the issuers at the public offering price set forththereby creating a short position in the prospectus supplement, pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchaseunderwriters’ account. Syndicate-covering transactions involve purchases of the securities covered by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance of these contracts.

To facilitate the offering of the securities, certain persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involves the sale by persons participating in the offering of more securities than the issuers sold to them. In these circumstances, these persons would cover the over-allotments or

short positions by making purchases in the open market or by exercising their over-allotment option. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasingoffered securities in the open market or by imposing penalty bids, whereby selling concessions allowedafter the distribution has been completed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of thesecover syndicate short positions. Stabilizing and syndicate covering transactions may be to stabilize or maintaincause the market price of the offered securities at a level above that which mightto be higher than it would otherwise prevailbe in the open market.absence of such transactions. These transactions, if commenced, may be discontinued at any time. In compliance with FINRA guidelines, the maximum commission or discount

Each selling securityholders and any other person participating in such distribution will be subject to be received by any FINRA member or independent broker dealer may not exceed 8%applicable provisions of the aggregate amountExchange Act and the rules and regulations thereunder, including, without limitation, to the

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extent applicable, Regulation M under the Exchange Act, which may limit the timing of purchases and sales of any of the securities offered pursuantSecurities by the selling securityholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the Securities to engage in market-making activities with respect to the Securities. All of the foregoing may affect the marketability of the Securities and the ability of any person or entity to engage in market-making activities with respect to the Securities.

Once sold under the registration statement, of which this prospectus and any applicable prospectus supplement.

The underwriters, dealers and agents and their affiliates mayforms a part, the Securities will be customers of, engage in transactions with and perform services for the issuersfreely tradable in the ordinary coursehands of business.persons other than our affiliates.

The specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation, will be identified in a prospectus supplement.

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LEGAL MATTERS

Certain matters will be passed upon for the issuersCompany by Latham & Watkins LLP, Los Angeles, California. Certain other matters will be passed on for the issuers by Kulik, Gottesman & Siegel LLP, Los Angeles, California.

EXPERTS

The consolidated financial statements and schedule of Kennedy-Wilson Holdings, Inc. and the related financial statement schedulesubsidiaries as of December 31, 20112021 and 2010,2020, and for each of the years in the three yearthree-year period then ended December 31, 2021, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 20112021, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, which reports appear in the December 31, 2011 annual report on Form 10-K of Kennedy-Wilson Holdings, Inc., and are incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. KPMG LLP did not audit the December 31, 2009 financial statements of KW Residential, LLC, a 35% owned investee company as of December 31, 2009. Kennedy-Wilson Holdings, Inc.’s equity in joint venture income from KW Residential, LLC was $5,949,000 for the year ended December 31, 2009.

The consolidated balance sheet of KW Residential LLC and subsidiaries, as of December 31, 2010, and the related consolidated statements of operations and comprehensive income, members’ equity and cash flows for the year then ended, have been incorporated by reference herein in reliance upon the report of KPMG AZSA LLC, independent registered public accounting firm, which report appears in the December 31, 2011 annual report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of operations and comprehensive income, members’ equity and cash flows of KW ResidentialKW-G Multifamily Venture 1, LLC and its subsidiaries as of December 31, 2021 and for the year endedperiod from June 25, 2021 (Inception) through December 31, 2009,2021, have been incorporated by reference herein in reliance upon the report of Grant Thornton Taiyo ASG,KPMG LLP, independent registered public accounting firm, whose report appears in Kennedy-Wilson Holdings, Inc.’s Annual Report on Form 10-K for the period ended December 31, 2011, and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The combined statement of financial condition of KW Property Fund III, L.P. and KW Property Fund III (QP-A), L.P. including the combined schedule of investments as of December 31, 2010, and the related combined statements of operations, partners’ capital, and cash flows for the year then ended have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in the December 31, 2011 annual report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The combined balance sheet of KW/WDC Portfolio Member LLC and subsidiaries and One Carlsbad as of December 31, 2010, and the related combined statements of operations, equity, and cash flows for the year then ended have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in the December 31, 2011 annual report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.- 35 -

The consolidated balance sheet of Bay Fund Opportunity, LLC and subsidiaries as of December 31, 2011, and the related combined statements of operations, members’ equity and cash flows for the year then ended have been incorporated by reference herein in reliance upon the report of KPMG LLP,


independent auditors, which report appears in the December 31, 2011 annual report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated balance sheet of KWF Real Estate Venture VI, L.P. and subsidiary as of December 31, 2011, and the related consolidated statements of operations and comprehensive loss, partners’ capital and cash flows for the period from October 5, 2011 (inception) through December 31, 2011 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in the December 31, 2011 annual report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The balance sheet of Bay Area Smart Growth Fund II, LLC as of December 31, 2011, and the related statements of operations, members’ equity and cash flows for the year then ended have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in the December 31, 2011 annual report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The combined balance sheets of KWI America Multifamily, LLC and subsidiaries and KW SV Investment West Coast, LLC as of December 31, 2011, and the related combined statements of operations, members’ equity and cash flows for the year then ended have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in the December 31, 2011 annual report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated balance sheet of SJ Real Estate Investors, LLC as of December 31, 2011, and the related consolidated statements of operations, members’ equity and cash flows for the year ended have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in the December 31, 2011 annual report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The statements of revenues and certain expenses of 5200 Lankershim Boulevard for the year ended December 31, 2011 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in the Current Report on Form 8-K of Kennedy-Wilson Holdings, Inc. filed with the SEC on November 6, 2012, and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The statements of revenues and certain expenses of 1500 7th Street for the year ended December 31, 2011 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in the Current Report on Form 8-K of Kennedy-Wilson Holdings, Inc. filed with the SEC on November 6, 2012, and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The statements of revenues and certain expenses of 1900 South State College Boulevard for the year ended December 31, 2011 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in the Current Report on Form 8-K of Kennedy-Wilson Holdings, Inc. filed with the SEC on November 6, 2012, and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The historical summaries of gross income and direct operating expenses of 303-333 Hegenberger for the years ended December 31, 2010, 2009 and 2008 and the historical summary of gross income and direct operating expenses of 9320 Telstar Avenue for the year ended December 31, 2010 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, whose reports appear in our Current

Report on Form 8-K, dated October 3, 2011, and are incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. KPMG LLP’s reports refer to the fact that the historical summaries of gross income and direct operating expenses of 303-333 Hegenberger and the historical summary of gross income and direct operating expenses of 9320 Telstar Avenue were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and are not intended to be a complete presentation of gross income and direct operating expenses.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for Kennedy-Wilson Holdings common stock is Continental Stock Transfer & Trust Company. Its telephone number is (212) 509-4000.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Item 14.

Other Expenses of Issuance and Distribution

The following table sets forth allis an estimate of the expenses (all of which are to be paid by the registrantsregistrant) that we may incur in connection with this offering. All amounts shown are estimates except for the SEC registration fee.securities being registered hereby.

 

SEC registration fee

  $47,740    $55,457.66 

Legal fees and expenses(1)

   75,000    $         

Accounting fees and expenses(1)

   115,000    $         

Printing expenses(1)

   50,000    $         

Miscellaneous(1)

   12,260  
  

 

   

 

 

Total

  $300,000    $             
  

 

   

 

 

 

*(1)Does not include expenses

These fees are calculated based on the number of preparing any accompanying prospectus supplements, listing fees, transfer agent feesissuances and other expenses related to offeringsthe amount of particular securities.securities offered and accordingly cannot be estimated at this time.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Item 15.

Indemnification of Directors and Officers

Kennedy-Wilson, Holdings, Inc. and Kennedy-Wilson Holdings, Inc.

Kennedy-Wilson, Inc.’s Amended and Restated Certificate of Incorporation provides as follows:

SEVENTH.

1. Actions, Suits and Proceedings Other than by or in the Right of the Corporation.

The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was, or has agreed to become a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a action or proceeding, had no reasonable cause to believe his conduct was unlawful. The plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding anything to the contrary in this Article, except as set forth in Section 6 below, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation.

2. Actions of Suits by or in the Right of the Corporation.

The Corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or

in

 

II-1


in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action of suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware of such other court shall deem proper.

3. Indemnification for Expenses of Successful Party.

Notwithstanding the other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections I and 2 of this Article, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, he shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purpose hereof to have been wholly successful with respect thereto.

4. Notification and Defense of Claim.

As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

5. Advance of Expenses.

Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation

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receives notice under this Article, any expenses (including attorneys’ fees) incurred by an Indemnitee in

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defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter, provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of such person to make such repayment.

6. Procedure for Indemnification.

In order to obtain indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 1, 2 or 5 the Corporation determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 1 or 2, as the case may be. Such determination shall be made in each instance by (i) a majority vote of the directors of the Corporation who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), even though less than a quorum, (ii) if there are no such disinterested directors, or if such disinterested directors so direct, by independent legal counsel (who may be regular legal counsel to the corporation) in a written opinion, (iii) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, or (iv) the Delaware Court of Chancery.

7. Remedies.

The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section 6. Unless otherwise provided by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 6 that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

8. Subsequent Amendment.

No amendment, termination or repeal of this Article or of the relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

9. Other Rights.

The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled

under

 

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under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. Nothing contained in this Article shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article. In addition, the Corporation may, to the extent authorized from time (0 time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

10. Partial Indemnification.

If an Indemnitee is entitled under any provision of this Article to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

11. Insurance.

The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

12. Merger or Consolidation.

If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

13. Savings Clause.

13.Savings Clause.

If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by an applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

14. Definitions.

Terms used herein and defined in Section l45(h) and Section l45(i) of the General Corporation Law of the State of Delaware shall have the respective meanings assigned to such terms in such Section l45(h) and Section l45(i).

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15. Subsequent Legislation.

If the General Corporation Law of the State of Delaware is amended after adoption of this Article to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.”

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Kennedy-Wilson, Inc.’s Amended and Restated By-Laws provides as follows:

“Article VII.—Indemnification.

7.1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of being or having been a director or officer of the Corporation or serving or having served at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such proceeding is alleged action or failure to act in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware GCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto) (as used in this Article 7, the “Delaware Law”), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in §7.2 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article 7 shall be a contract right and shall include the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Delaware Law so requires, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Corporation of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Article 7 or otherwise.

7.2. Right of Indemnitee to Bring Suit. If a claim under §7.1 hereof is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met the applicable standard of conduct set forth in the Delaware Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware Law, nor an actual determination by the Corporation (including its Board of Directors, independent

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legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is

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not entitled to be indemnified, or to such Advancement of Expenses, under this Article 7 or otherwise shall be on the Corporation.

7.3. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article 7 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

7.4. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article 7 or under the Delaware Law.

7.5. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the Advancement of Expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article 7 with respect to the indemnification and Advancement of Expenses of directors and officers of the Corporation.”

Kennedy-Wilson Holdings, Inc.’s second amendedAmended and restated certificateRestated Certificate of incorporationIncorporation provides as follows:

SEVENTH: The following paragraphs shall apply with respect to liability and indemnification of the Corporation’s officers and directors and certain other persons:

A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this paragraph (A) by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.

B. The Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.”

Kennedy-Wilson Holdings, Inc.’s amendedAmended and restated by-lawsRestated By-Laws provides as follows:

“Article VII Indemnification of Directors and Officers

7.1 The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a

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director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and

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reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

7.2 The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

7.3 To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article VII, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

7.4 Any indemnification under sections 1 or 2 of this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made:

(a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or

(c) By the stockholders.

7.5 Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

7.6 The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

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7.7 The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as

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a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VII.

7.8 For purposes of this Article VII, references to “the Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article VII with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation if its separate existence had continued.

7.9 For purposes of this Article VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VII.

7.10 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.11 No director or officer of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director’s or the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director or officer derived an improper personal benefit.”

Section 145 of the DGCL concerning indemnification of officers, directors, employees and agents is set forth below.

“Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best

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interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to

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the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an

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amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

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(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

Subsidiary Guarantors

Delaware Corporate Subsidiary Guarantors

The subsidiary guarantors that are Delaware corporations are subject to the provisions of the DGCL described above with respect to Kennedy-Wilson, Inc. and Kennedy-Wilson Holdings, Inc.

The Certificates of Incorporation of each of Kennedy-Wilson Property Services II, Inc., Kennedy-Wilson Property Equity II, Inc. and Kennedy-Wilson Property Special Equity II, Inc. provide as follows:

“Ninth: A Director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the

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director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.”

The Certificate of Incorporation of Fairways 340 Corp. provides as follows:

“EIGHTH. To the fullest extent permitted by applicable law, this corporation is authorized to provide indemnification of (and advancement of expenses to) agents of this corporation (and any other persons to which the General Corporation Law permits this corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law, subject only to limits created by applicable General Corporation Law (statutory or non-statutory), with respect to actions for breach of duty to this corporation, its stockholders and others.”

The By-Laws of each of Kennedy-Wilson Property Services II, Inc., Kennedy-Wilson Property Equity II, Inc. and Kennedy-Wilson Property Special Equity II, Inc. provide as follows:

“ARTICLE VIII—INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. Right to Indemnification.

Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 2. Right to Advancement of Expenses.

The right to indemnification conferred in Section 1 of this ARTICLE VIII shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay

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all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in sections Section 1 and Section 2 of this ARTICLE VIII shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

Section 3. Right of Indemnitee to Bring Suit.

If a claim under Section 1 and Section 2 of this ARTICLE VIII is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE VIII or otherwise shall be on the Corporation.

Section 4. Non-Exclusivity of Rights.

The rights to indemnification and to the advancement of expenses conferred in this ARTICLE VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Insurance.

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6. Indemnification of Employees and Agents of the Corporation.

The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.”

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The Bylaws of Fairways 340 Corp. provides as follows:

“Section 16. Indemnification of Agents of the Corporation; Purchase of Liability Insurance.

(a) For the purpose of this Section, “agent” shall means any person who is or was a director, officer, employee, or other agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that predecessor corporation of this Corporation or of another enterprise at the request of such predecessor corporation; “proceeding” shall mean any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” shall include, without limitation, attorneys’ fees and all expenses of establishing a right to indemnification under subdivisions (d) or (e) of this Section 16.

(b) This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this Corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of this Corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonable incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of this Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea ofnolo contendereor its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this Corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

(c) This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of this Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of this Corporation and its stockholders. No indemnification shall be made under this subdivision for any of the following: (1) In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to this Corporation in the performance of such person’s duty to this Corporation and its stockholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine; (2) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (3) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

(d) To the extent that an agent of this Corporation has been successful on the merits in defense of any proceeding referred to in subdivisions (b) or (c) of this Section 16, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

(e) Except as provided in the Certificate of Incorporation or in subdivision (d) of this Section 16, any indemnification under this Section shall be made by this Corporation only if authorized in the specific case, upon a determination that indemnification. of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in subdivisions (b) or ( c) of this Section 16; by any of the following: (1) A majority vote of a quorum consisting of directors who are not parties to such proceeding; (2) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion; (3) Approval or ratification by the affirmative vote of a majority of the shares of this Corporation entitled to vote represented at a duly held meeting at which a quorum is present or by written consent of holders of a majority of the outstanding shares entitled to vote. For such purpose, the shares owned by the person to be indemnified shall not be

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considered outstanding or entitled to vote thereon; or (4) The court in which such proceeding is or was pending, upon application made by this Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or person is opposed by this Corporation.

(f) This Corporation may advance expenses incurred by an agent in defending any proceeding prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this Section 16.

(g) The rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. Nothing contained in this Section 16 shall affect any right to indemnification to which persons other than directors and officers of this Corporation or any subsidiary hereof may be entitled by contract or otherwise.

(h) No indemnification or advance shall be made under this Section 16, except as provided in subdivisions (d) or (e)(3) of this Section 16, in any circumstance where it appears: (1) That it would be inconsistent with the Certificate of Incorporation, a resolution of the stockholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (2) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

(i) Upon and in the event of a determination-by the Board of Directors to purchase such insurance, this Corporation shall purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not this Corporation would have the power to indemnify the agent against such liability under the provisions of this Section 16.”

The Certificates of Incorporation and Bylaws of each of Kennedy-Wilson Properties, Ltd., Kennedy-Wilson Property Services, Inc., Kennedy Wilson Property Services III, L.P., Kennedy-Wilson Property Equity, Inc., Kennedy-Wilson Property Special Equity, Inc., Kennedy Wilson Overseas Investments, Inc., and Kennedy Wilson Property Services IV, L.P. are silent with respect to indemnification.

Delaware Limited Liability Company Subsidiary Guarantors

The subsidiary guarantors that are Delaware limited liability companies are subject to the provisions of the Delaware Limited Liability Company Act. Section 18-108 of the Delaware Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The Certificates of Formation of each of KWF Investors I, LLC, KWF Investors II, LLC, KWF Investors III, LLC, KW- Richmond, LLC, SG KW Venture I Manager LLC, KW Loan Partners I LLC, KWF Investor IV, LLC, KWF Investor V, LLC, Dillingham Ranch Aina LLC, KW Ireland, LLC, Kennedy Wilson Property Equity IV, LLC, KWF Fund IV—Kohanaiki, LLC, KW Telstar Partners, LLC, KW BASGF II Manager, LLC, 68-540 Farrington, LLC, KW Summer House Manager, LLC, KWF Manager I, LLC, KWF Manager II, LLC, KWF Manager III, LLC, KWF Manager IV, LLC, KWF Manager V, LLC, Kennedy-Wilson Property Special Equity III, LLC, Kennedy Wilson Property Services III GP, LLC, KW Montclair, LLC, KW Blossom Hill Manager, LLC, KW Serenade Manager, LLC, KW Redmond Manager, LLC, KW Dillingham Aina LLC, Meyers Research, LLC, KW Armacost, LLC, Santa Maria Land Partners Manager, LLC, KW Investment Adviser, LLC, KW Captowers Partners, LLC, KW Four Points, LLC, KW Loan Partners VII, LLC, KWF Investors VII, LLC, KWF Manager VII, LLC, KW Residential Capital, LLC, KW Boise Plaza, LLC, KW Loan Partners VIII, LLC,

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KW UR Investments 1, LLC, KW UR Investments 2, LLC, Kennedy Wilson Property Services IV GP, LLC, KW/CV Third Pacific Manager, LLC, KW EU Loan Partners II, LLC, KWF Investors VIII, LLC, KWF Manager VIII , LLC, KW HP 11, LLC, KW 1200 Main, LLC, KW Harrington, LLC, KWF Manager IX, LLC, KW Sandpiper, LLC, KW Sandpiper Manager, LLC, KW 5200 Lankershim Manager, LLC, KW 5200 Lankershim, LLC, KW Lake Merritt Partners, LLC, KW Lake Merritt, LLC, KW 2012A LLC, KW 2012B LLC, KW 2012C LLC, KW 2012D LLC, KW 2012E LLC, KW 2012F LLC, KW 2012G LLC, KW 2012H LLC, KW 2012I LLC, KW 2012J LLC, KW 2012K LLC, KW 2012L LLC, KW 2012M LLC, KW 2012N LLC, KW 2012O LLC, KW 2012P LLC, KW 2012Q LLC, KW 2012R LLC and KW 2012S LLC are silent with respect to indemnification.

The Limited Liability Company Agreements of each of KW—Richmond, LLC, KWF Investors I, LLC, KWF Investors II, LLC, KWF Investors III, LLC, SG KW Venture I Manager, LLC, KW Loan Partners I, LLC, KWF Investors V, LLC and KWF Investors IV, LLC provide as follows:

“ARTICLE XI: INDEMNIFICATION

11.l Indemnification. The Company shall indemnify and hold harmless each of the Members and Manager, and each of their respective officers, directors, shareholders, partners, members, trustees, beneficiaries, employees, agents, heirs, assigns, successors-in-interest and Affiliates, (collectively, “Indemnified Persons”) from and against any and all losses, damages, liabilities and expenses, (including costs and reasonable attorneys’ fees), judgments, fines, settlements and other amounts (collectively “Liabilities”) reasonably incurred by any such Indemnified Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil, criminal, administrative or investigative and whether threatened, pending or completed (collectively a “Proceeding”), in which any such Indemnified Person may be involved or with which any such Indemnified Person may be threatened, with respect to or arising out of any act performed by the Indemnified Person or any omission or failure to act if (a) the performance of the act or the omission or failure was done in good faith and within the scope of the authority conferred upon the Indemnified Person by this Agreement or by the Act, except for acts of willful misconduct, gross negligence or reckless disregard of duty, or acts which constitute a material breach of this Agreement or from which such Indemnified Person derived an improper personal benefit or (b) a court of competent jurisdiction determines upon application that, in view of all of the circumstances, the Indemnified Person is fairly and reasonably entitled to indemnification from the Company for such Liabilities as such court may deem proper. The Company’s indemnification obligations hereunder shall apply not only with respect to any Proceeding brought by the Company or a Member but also with respect to any Proceeding brought by a third party. As a condition to the indemnification and other rights granted to an Indemnified Person pursuant to this Article, however, that Indemnified Person may not settle any action, suit or proceeding without the written consent of the Manager.

11.2 Contract Right: Expenses. The right to indemnification conferred in this ARTICLE XI shall be a contract right and shall include the right to require the Company to advance the expenses incurred by the Indemnified Person in defending any such Proceeding in advance of its final disposition: provided, however, that, if the Act so requires, the payment of such expenses in advance of the final disposition of a Proceeding shall be made only upon receipt by the Company of an undertaking, by or on behalf of the indemnified Person, to repay all amounts so advanced if it shall ultimately be determined that such Person is not entitled to be indemnified under this ARTICLE XI or otherwise.

11.3 Indemnification of Officers and Employees. The Company may, to the extent authorized from time to time by the Manager, grant rights to indemnification and to advancement of expenses to any officer, employee or agent of the Company to the fullest extent of the provisions of this ARTICLE XI with respect to the indemnification and advancement of expenses of Members and Manager of the Company.

11.4 Insurance. The Company may purchase and maintain insurance on behalf of any Person who is or was an agent of the Company against any liability asserted against that Person and incurred by that Person in any such capacity or arising out of that Person’s status as an agent, whether or not the Company would have the power to indemnify that Person against liability under the provisions of Section 11.1 or under applicable law.”

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The Amended and Restated Limited Liability Company Agreement of Dillingham Ranch Aina, LLC and the Limited Liability Company Agreements of each of KW Telstar Partners, LLC, KW Ireland, LLC, KW Fund IV—Kohanaiki, LLC, Kennedy Wilson Property Equity IV, LLC, Santa Maria Land Partners Manager, LLC, KW Captowers Partners, LLC, KW Four Points, LLC, KW Loan Partners VII, LLC, KW Residential Capital, LLC, KW Boise Plaza, LLC, KW Loan Partners VIII, LLC, KW/CV Third Pacific Manager, LLC, KW EU Loan Partners II, LLC, KWF Investors VIII, LLC, KWF Manager VIII, LLC, KW HP 11, LLC, KW 1200 Main, LLC, KW Harrington, LLC, KWF Manager IX, LLC, KW Sandpiper Manager, LLC, KW 5200 Lankershim Manager, LLC, KW 5200 Lankershim, LLC, KW Lake Merritt Partners, LLC, KW 2012A LLC, KW 2012B LLC, KW 2012C LLC, KW 2012D LLC, KW 2012E LLC, KW 2012F LLC, KW 2012G LLC, KW 2012H LLC, KW 2012I LLC, KW 2012J LLC, KW 2012K LLC, KW 2012L LLC, KW 2012M LLC, KW 2012N LLC, KW 2012O LLC, KW 2012P LLC, KW 2012Q LLC, KW 2012R LLC and KW 2012S LLC provide as follows:

“14. Exculpation; Indemnification by the Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member, or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member, or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.”

The Limited Liability Company Agreements of each of Kennedy Wilson Property Special Equity III, LLC, Kennedy Wilson Property Services III GP, LLC, and Kennedy Wilson Property Services IV GP, LLC provide as follows:

“Section 7. Liability: Indemnification.

(a) Any Member, Manager or officer, employee or agent of the Company (including a person having more than one such capacity) shall not be personally liable for any expenses, liabilities, debts or obligations of the Company solely by reason of acting in such capacity, except as otherwise provided by the Act.

(b) To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Member, Manager and officer, employee and agent of the Company from and against any and all losses, claims, damages, liabilities or expenses of whatever nature (each, a “Claim”), as incurred, arising out of or relating to the management or business of the Company; provided that such indemnification shall not apply to any such person if a court of competent jurisdiction has made a formal determination that such person (x) failed to act in good faith or, (y) was either grossly negligent or engaged in willful misconduct.”

The Limited Liability Company Agreements of each of KWF Manager I, LLC, KWF Manager II, LLC, KWF Manager III, LLC, KWF Manager IV, LLC, and KWF Manager V, LLC provide as follows:

“14. Exculpation; Indemnification by the Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by notice to any other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective

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shareholders, members, directors, officers employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member or by any such other person, arising out of any claim based on any acts performed or omitted to be performed by the Sole Member, or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expense and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.”

The Limited Liability Company Agreement of 68-540 Farrington, LLC provides as follows:

“Section 5.6. Indemnification. Subject to the limitations contained in Article 11 of the Act, the Company, to the fullest extent permitted by law and to the extent of its assets legally available for that purpose, will indemnify and hold harmless the Members and any partner, shareholder, director, officer, agent and Affiliate (collectively, the “Indemnified Persons”), from and against any and a1110s8, damage, expense (including without limitation reasonable fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with, the business or affairs of, the Company (including, without limitation, recordkeeping and reporting activities under Sections 6.1 and tax matters under Sections 6.2. 6.5 and 6.6), except to the extent that the loss, damage, expense or liability results primarily from the Indemnified Person’s gross negligence or willful breach of a material provision of this Agreement which in either event causes actual, material damage to the Company.”

The Limited Liability Company Agreement of KW Summer House Manager, LLC provides as follows:

“5.4 Indemnification of Member. The Company, its receiver or trustee, shall indemnify and hold harmless Member and its affiliates, and their respective officers, directors, shareholders, partners, members, employees, agents, subsidiaries and assigns, from and against any liability, loss or damage incurred by them by reason of any act performed or omitted to be performed by them in connection with the Company business, including costs and attorneys’ fees, and any amounts expended in the settlement of any claims of liability, loss or damage, unless the loss, liability or damage was caused by the willful misconduct or fraud of Member or the indemnified person. Indemnification shall be made’ out of the assets or revenues of the Company without requiring additional capital contributions.”

The Operating Agreements of each of KW Montclair, LLC, KW Blossom Hill Manager, LLC, KW Serenade Manager, LLC, KW Redmond Manager, LLC and KW Dillingham Aina LLC provide as follows:

“Indemnification. The Company shall indemnify, defend, and hold harmless the Manager from and against any and all liabilities of every kind, arising from or relating to the Company’s Business, except as to those matters arising from such Manager’s fraud, gross negligence, willful misconduct, or breach of fiduciary duty.”

The Limited Liability Company Agreement of KW BASGF II Manager, LLC provides as follows:

“The Company shall indemnify, defend, protect and hold harmless each officer duly appointed hereunder from any claim, damage, loss or liability which he or she may suffer which arises from or relates to the performance of the duties assigned to him or her by the President and/or Member. Any individual may hold any number of offices. No officer need be a resident of the State of California, Delaware or citizen of the United States. If the Member is a corporation, such corporation’s officers may serve as officers of Company if appointed by the Member.”

The Limited Liability Company Agreement of Meyers Research, LLC, KW UR Investments 1, LLC, and KW UR Investments 2, LLC provides as follows:

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“13. Exculpation; Indemnification by the Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member, or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member, or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.”

The Limited Liability Company Agreement of KW Armacost, LLC provides as follows:

“Section 19. Exculpation and Indemnification.

(a) None of the Member, any Officer, any employee or any agent of the Company, or any employee, representative, agent or Affiliate of the Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 by the Company shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

(c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 19.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(e) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the

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provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(f) The foregoing provisions of this Section 19 shall survive any termination of this Agreement.”

The Limited Liability Company Agreement of KW Investment Advisor, LLC provides as follows:

“14. Indemnification. The Company shall indemnify and hold harmless the Member to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which the Member may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company. In addition, to the extent permitted by law, the Member may cause the Company to indemnify and hold harmless any managers and/or officers from and against any and all Costs arising from any or all actions arising in connection with the business of the Company or by virtue of such person’s capacity as an agent of the Company. Notwithstanding the foregoing, any and all indemnification obligations of the Company shall be satisfied only from the assets of the Company, and the Member shall have no liability or responsibility therefor.”

The Limited Liability Company Agreement of KWF Investors VII, LLC and KWF Manager VII, LLC provides as follows:

“14. Exculpation; Indemnification by the Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member, the named officers of the Company under Section 11 and any other person that is appointed as an officer of the Company pursuant to Section 11 and, if the Sole Member so elects by notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member, or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member, or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.”

The Limited Liability Company Agreement of KW Lake Merritt, LLC provides as follows:

“4(g) Indemnification. The Company shall indemnify, defend, and hold harmless the Managing Member from and against any and all liabilities of every kind, arising from or relating to the Company’s Business, except as to those matters arising from such Managing Member’s fraud, gross negligence, willful misconduct, or breach of fiduciary duty.”

The Limited Liability Company Agreement of KW Sandpiper, LLC provides as follows:

“Section 19. Exculpation and Indemnification.

(a) To the fullest extent permitted by applicable law, neither the Member nor the Special Members nor any Officer nor any officer, director, employee, agent or Affiliate of the foregoing (collectively, the “Covered

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Persons”) shall be liable to the Company or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 by the Company shall be provided out of and to the extent of Company assets only, and the Member and the Special Members shall not have personal liability on account thereof; and provided further, that so long as any Obligation is outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 19 shall be payable from amounts allocable to any other Person pursuant to the Basic Documents.

(c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 19.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person to the Company or its members otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(f) Notwithstanding the foregoing provisions, any indemnification set forth herein shall be fully subordinate to the Loan and, to the fullest extent permitted by law, shall not constitute a claim against the Company in the event that the Company’s cash flow is insufficient to pay all its obligations to creditors.

(g) The foregoing provisions of this Section 19 shall survive any termination of this Agreement.”

California Corporate Subsidiary Guarantors

The subsidiary guarantors that are California corporations are subject to the provisions of the California Corporations Code (the “CCC”). Section 317 of the CCC authorizes a corporation to indemnify a person who is a party or is threatened to be made a party to any suit (other than a suit by or in the right of the corporation) by reason of the fact that such person is or was the corporation’s director or officer, or is or was serving at the corporation’s request as a director or officer of another entity, for expenses (including attorneys’ fees) and other liabilities actually and reasonably incurred by such person in connection with any such suit, provided such person acted in good faith and in a manner reasonably believed to be in the best interests of the corporation and, with respect to criminal actions, had no reasonable cause to believe his or her conduct was unlawful. Section 317 provides further that a corporation may indemnify a director or officer for expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of a suit by or in the right of the corporation, provided such person acted in good faith and in a manner reasonably believed to be in the best

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interests of the corporation and its shareholders. To the extent a corporation’s director or officer is successful on the merits in the defense of any such suit, that person shall be indemnified against expenses actually and reasonably incurred. Under Section 317 of the CCC, expenses incurred in defending any suit may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of any undertaking by or on behalf of the director or officer to repay that amount if it is ultimately determined that he or she is not entitled to indemnification.

The Articles of Incorporation of each of K-W Properties, K-W Santiago Inc., Kennedy-Wilson Tech Ltd. and KWP Financial I provides as follows:

“FIVE: The corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under California law.”

The Articles of Incorporation of Kennedy-Wilson Capital provides as follows:

“ARTICLE SIX: The corporation is authorized to indemnify the directors, officers, employees and agents of the corporation to the fullest extent permissible under California law.”

The Articles of Incorporation of each of each of Kennedy Wilson Auction Group Inc., Kennedy-Wilson International and KW Residential Group, Inc. are silent with respect to indemnification.

The Bylaws of each of K-W Properties, K-W Santiago Inc., Kennedy-Wilson Tech Ltd., KWP Financial I, Kennedy Wilson Auction Group Inc. and KW Residential Group, Inc. provides as follows:

“Article II, Section 5: Indemnification of Directors, Officers, Employees and Agents

The corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as are specified in Section 317. In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.”

The Bylaws of each of Kennedy-Wilson International are silent with respect to indemnification.

The Bylaws of Kennedy-Wilson Capital provides as follows:

“ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS.

Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purposes of this Article, “agent” means any person who is or was a director, officer, employee, or other agent of this corporation, or who is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or who was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” includes, without limitation, attorney fees and any expenses of establishing a right to indemnification under Section 4 or Section 5( d) of this Article VI.

Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This corporation will have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a

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manner that the person reasonably believed to be in the best interests of this corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption either that the person did not act in good faith and in a manner that the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person’s conduct was not unlawful.

Section 3. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. This corporation will have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action by or in the right of this corporation to procure a judgment in its favor, by reason of the fact that such person is or was an agent of this corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of that action, if such person acted in good faith, in a manner such person believed to be in the best interests of this corporation and its shareholders. No indemnification will be made under this Section 3 for the following:

(a) Any claim, issue, or matter on which such person has been adjudged to be liable to this corporation in the performance of such person’s duty to the corporation and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending will determine on application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses, and then only to the extent that the court will determine;

(b) Amounts paid m settling or otherwise disposing of a pending action without court approval; or

(c) Expenses incurred in defending a pending action that is settled or otherwise disposed of without court approval.

Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 of this Article VI, or in defense of any claim, issue, or matter therein, the agent will be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5. REQUIRED APPROVAL. Except as provided in Section 4 of this Article VI, any indemnification under this section will be made by the corporation only if authorized in the specific case, after a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3 by one of the following:

(a)A majority vote of a quorum consisting of directors who are not parties to such proceeding;

(b) Independent legal counsel in a written opinion if a quorum of directors who are not parties to such a proceeding is not available.

(c) (i) The affirmative vote of a majority of shares of this corporation entitled to vote represented at a duly held meeting at which a quorum is present; or

(ii) the written consent of holders of a majority of the outstanding shares entitled to vote (for purposes of this subsection 5(c), the shares owned by the person to be indemnified will not be considered outstanding or entitled to vote thereon); or

(d) The court in which the proceeding is or was pending, on application made by this corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this corporation.

Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by the corporation before the final disposition of such proceeding on receipt of an undertaking by or on behalf of

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the agent to repay such amounts if it will be determined ultimately that the agent is not entitled to be indemnified as authorized in this Article VI.

Section 7. OTHER CONTRACTUAL RIGHTS. The indemnification provided by this Article VI will not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under, e.g., any bylaw, agreement, or vote of shareholders or disinterested directors, both regarding action in an official capacity and regarding action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the articles of the corporation. Nothing in this section will affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 8. LIMITATIONS. No indemnification or advance will be made under this Article VI, except as provided in Section 4 or Section 5(d), in any circumstance if it appears:

(a) That it would be inconsistent with a provision of the articles or bylaws, a resolution of the shareholders, or an agreement which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent with any condition expressly imposed by a court in approving settlement.

Section 9. INSURANCE. This corporation may purchase and maintain insurance on behalf of any agent of the corporation insuring against any liability asserted against or incurred by the agent in that capacity or arising out of the agent’s status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this Article VI. Despite the foregoing, if this corporation owns all or a portion of the shares of the company issuing the policy of insurance, the insuring company or the policy will meet the conditions set forth in Corporations Code §317(i).

Section 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Article VI does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of the corporation. The corporation will have the power, to the extent permitted by Corporations Code §207(f), to indemnify, and to purchase and maintain insurance on behalf of any such trustee, investment manager, or other fiduciary of any benefit plan for any or all of the directors, officers, and employees of the corporation or any of its subsidiary or affiliated corporations.

Section 11. SURVIVAL OF RIGHTS. The rights provided by this Article VI will continue for a person who has ceased to be an agent and will inure to the benefit of the heirs, executors, and administrators of such person.

Section 12. EFFECT OF AMENDMENT. Any amendment, repeal, or modification of this Article VI will not adversely affect an agent’s right or protection existing at the time of such amendment, repeal, or modification.

Section 13. SETTLEMENT OF CLAIMS. The corporation will not be liable to indemnify any agent under this Article VI for (a) any amounts paid in settlement of any action or claim effected without the corporation’s written consent, which consent will not be unreasonably withheld, or (b) any judicial award, if the corporation was not given a reasonable and timely opportunity to participate, at its expense, in the defense of such action.

Section 14. SUBROGATION. In the event of payment under this Article VI, the corporation will be subrogated, to the extent of such payment, to all of the rights of recovery of the agent, who will execute all papers required and will do everything that may be necessary to secure such rights, including the execution of such documents as may be necessary to enable the corporation effectively to bring suit to enforce such rights.

Section 15. NO DUPLICATION OF PAYMENTS. The corporation will not be liable under this Article VI to make any payment in connection with any claim made against the agent to the extent the agent has otherwise

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actually received payment, whether under a policy of insurance, an agreement, or a vote, or through other means, of the amounts otherwise indemnifiable under this Article.”

California Limited Liability Company Subsidiary Guarantors

The subsidiary guarantors that are California limited liability companies are subject to the provisions of the California Limited Liability Company Act. Under Section 17153 of the California Limited Liability Company Act, except for a breach of duty, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity. A limited liability company shall have the power to purchase and maintain insurance on behalf of any manager, member, officer, employee or agent of the limited liability company against any liability asserted against on incurred by the person in that capacity or arising out of the person’s status as a manager, member, officer, employee or agent of the limited liability company.

The Operating Agreement of Kennedy Wilson Fund Management Group, LLC provides as follows:

“4.5 Indemnification of Member.

Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company , and the Member shall not be obligated for any such debt, obligation or liability of the Company by reason of being a member of the Company. The Company shall fully indemnify the Member for any claim against the Member in the Member’s capacity as a member or a manager.”

The Limited Liability Company Agreement of KW Loan Partners II LLC provides as follows:

“The Company shall indemnify, defend, protect and hold harmless each officer from any claim, damage, loss or liability which he or she may suffer which arises from or relates to the performance or nonperformance of the duties assigned to him or her by the Member, as applicable. Any individual may hold any number of offices.”

Illinois Corporate Subsidiary Guarantor

The subsidiary guarantor that is an Illinois corporation is subject to the provisions of the Illinois Business Corporation Act of 1983, as amended (the “IBCA”). Under Section 8.75 of the IBCA, an Illinois corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

In addition, an Illinois corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of

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such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 8.75 of the IBCA also provides that, to the extent that a present or former director, officer or employee of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in either of the foregoing paragraphs, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, if the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation.

The Articles of Incorporation and Bylaws of Kennedy-Wilson Properties, Ltd. are silent with respect to indemnification.

SEC Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and persons controlling personsthe registrant pursuant to the foregoing provisions, or otherwise, the registrants have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 16. EXHIBITS

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Item 16.

Exhibits

The following exhibits are included or incorporated herein by reference.

 

Exhibit #

Title of Exhibit

Reference

1.1(1)  Form of Underwriting Agreement.
3.1(2)  Second Amended and Restated Certificate of Incorporation.
3.2(3)Certificate of Designation of Series A Preferred Stock.
3.3(4)Certificate of Designation of Series B Preferred Stock.
3.4(5)Amended and Restated Bylaws.
4.1(6)Specimen Common Stock Certificate.
4.2(1)Form of warrant agreement (including form of warrant certificate).
4.3(7)Form of Indenture for Debt Securities.
5.1(7)Opinion of Latham & Watkins LLP.
5.2(7)Opinion of Kulik, Gottesman & Siegel, LLP.
12.1Statement regarding computation of ratios of earnings to fixed charges.
23.1Consent of KPMG LLP.
23.2Consent of KPMG AZSA LLC.
23.3Consent of KPMG LLP.
23.4Consent of KPMG LLP.
23.5Consent of KPMG LLP.

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23.6Consent of KPMG LLP.
23.7Consent of KPMG LLP.
23.8Consent of KPMG LLP.
23.9Consent of KPMG LLP.
23.10Consent of KPMG LLP.
23.11Consent of KPMG LLP.
23.12Consent of KPMG LLP.
23.13Consent of Grant Thornton Taiyo ASG LLC.
23.14Consent of KPMG LLP.
23.15Consent of KPMG LLP.
23.16(7)Consent of Latham & Watkins LLP (contained in Exhibit 5.1).
23.17(7)Consent of Kulik, Gottesman & Siegel, LLP (contained in Exhibit 5.2).
24.1(7)Power of Attorney
25.1(8)Statement of Eligibility of Trustee with respect to Debt Securities of Kennedy-Wilson Holdings, Inc.
25.2(8)Statement of Eligibility of Trustee with respect to Debt Securities of Kennedy-Wilson, Inc.

(1)To be filed by amendment or incorporated by reference in connection with the offering of a particular class of series of securities.

(2)Incorporated by reference to Annex D to
  3.1Amended and Restated Certificate of Incorporation of Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4/A (File No. 333-162116) filed with the Securities and Exchange Commission on October 28, 2009.

(3)Incorporated by reference to Exhibit 3.1 of Kennedy-Wilson Holdings, Inc.’s current report on Form 8-K (File No. 001-33824) filed with the Securities and Exchange Commission on May 21, 2010.June 19, 2014.

(4)
  3.2Amended and Restated Bylaws of Kennedy-Wilson Holdings, Inc.Incorporated by reference to Exhibit 3.1 of Kennedy-Wilson Holdings, Inc.’s current report on Form 8-K (File No. 001-33824) filed on February 5, 2018.
  3.3Certificate of Designations Establishing the 5.75% Series A Cumulative Perpetual Convertible Stock.Incorporated by reference to Exhibit 4.1 of Kennedy-Wilson Holdings, Inc.’s current report on Form 8-K (File No. 001-33824) filed on October 18, 2019.
  3.4Certificate of Designations Establishing the 4.75% Series B Cumulative Perpetual Preferred Stock.Incorproated by reference to Exhibit 4.1 of Kennedy-Wilson Holdings, Inc.’s current report on Form 8-K (File No. 001-33824) filed on February 23, 2022.
  3.5Certificate of Elimination with respect to the Securities and Exchange CommissionPrior Series A Preferred Stock.Incorporated by reference to Exhibit 3.1 of Kennedy-Wilson Holdings, Inc.’s current report on August 16, 2010.Form 8-K (File No. 001-33824) filed on March 8, 2022.

(5)
  3.6Certificate of Elimination with respect to the Prior Series B Preferred Stock.Incorporated by reference to Exhibit 3.2 toof Kennedy-Wilson Holdings, Inc.’s Registration Statementcurrent report on Form S-1/A8-K (File No. 333-145110)001-33824) filed with the Securities and Exchange Commission on October 26, 2007.March 8, 2022.

(6)
  4.1Specimen Common Stock Certificate.Incorporated by reference to Exhibit 4.4 of Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form 8-A/A (File No. 001-33824) filed with the Securities and Exchange Commission on November 16, 2009.
  4.2Form of warrant agreement (including form of warrant certificate).To be filed by amendment or incorporated by reference in connection with the offering of a particular class of series of securities.
  4.3Form of Indenture for Debt Securities (the “form base indenture”).Incorporated by reference to Exhibit 4.3 of Kennedy-Wilson Holdings, Inc.’s registration statement on Form S-3 (File No. 333-184752) filed on November 5, 2012.
  4.4Supplemental Indenture No.  2029-1 (the “2029 Notes Indenture”) dated as of February 11, 2021 between Kennedy-Wilson, Inc. and Wilmington Trust, National Association, as trustee.Incorporated by reference to Exhibit 4.2 of Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No. 001-33824) filed on February 11, 2021.

 

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(7)Previously filed.
Exhibit #

Title of Exhibit

Reference

  4.5Supplemental Indenture No.  2031-1 (the “2031 Notes Indenture”) dated as of February 11, 2021 between Kennedy-Wilson, Inc. and Wilmington Trust, National Association, as trustee.Incorporated by reference to Exhibit 4.3 of Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No. 001-33824) filed on February 11, 2021.
  4.6Supplemental Indenture No.  2029-2 to the 2029 Notes Indenture, dated as of August 4, 2021, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.Incorporated by reference to Exhibit 4.1 of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-33824) filed on November 4, 2021.
  4.7Supplemental Indenture No.  2031-2 to the 2031 Notes Indenture, dated as of August 4, 2021, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.Incorporated by reference to Exhibit 4.2 of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-33824) filed on November 4, 2021.
  4.8Supplemental Indenture No.  2030-1 (the “2030 Notes Indenture”) dated as of August 23, 2021 between Kennedy-Wilson, Inc. and Wilmington Trust, National Association, as trustee.Incorporated by reference to Exhibit 4.2 of Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No. 001-33824) filed on August 23, 2021.
  4.12Registration Rights Agreement dated March 8, 2022 between Kennedy-Wilson Holdings, Inc. and certain holders of 4.75% Series B Cumulative Perpetual Stock.Incorporated by reference to Exhibit 4.2 of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-33824) filed on May 5, 2022.
  4.13Warrant Agreement (including form of warrant certificate) dated March 8, 2022 between Kennedy-Wilson Holdings, Inc. and certain holders of the Series the 4.75% Series B Cumulative Perpetual Preferred Stock.Incorporated by reference to Exhibit 4.1 of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-33824) filed on May 5, 2022.
  5.1Opinion of Latham & Watkins LLP.Filed herewith.
23.1Consent of KPMG LLP.Filed herewith.
23.2Consent of Latham & Watkins LLP.Contained in Exhibit 5.1
24.1Powers of Attorney.Included as part of the signature pages hereto.
107Filing fee tableFiled herewith.

 

(8)Item 17.To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

Undertakings

ITEM 17.UNDERTAKINGS

(A) Each(a) The undersigned registrant hereby undertakes:

1)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

i.To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the

 

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changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

iii.To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) shallabove do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SECCommission by the registrantsregistrant pursuant to Sectionsection 13 or Sectionsection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

2)(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; andthereof.

3)(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4)(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) If the registrant is relying on Rule 430B:

i.Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

ii.Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract or sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract or sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

5)(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(B) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of athe registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

Each

II-13


The undersigned registrant undertakes that in a primary offering of securities of suchthe undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, suchthe undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.

Any preliminary prospectus or prospectus of such(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

II-27(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and


ii.Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by the undersigned registrant;
(iv) Any other communications that is an offer in the offering made by the undersigned registrant to the purchaser.

iii.(b) The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and

iv.Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.

(B) Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of athe registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Sectionsection 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(C)(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of anythe registrant pursuant to the foregoing provisions, or otherwise, eachthe registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by anythe registrant of expenses incurred or paid by a director, officer or controlling person of anythe registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, suchthe registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(D) Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

II-14

II-28


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.May 6, 2022.

 

Kennedy-Wilson Holdings, Inc.,

a Delaware corporation

KENNEDY-WILSON HOLDINGS, INC.
By: 

/s/ WILLIAM J. MCMORROW

Name: William J. McMorrow
 William J. McMorrow
Title: Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on such person’s behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.and on the dates indicated.

 

Name

  

Title

 

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

  Chief Executive Officer and Chairman (principal executive officer) November 13, 2012May 6, 2022

/S/ JUSTIN ENBODY

Justin Enbody

  Chief Financial Officer (principal financial officer and principal accounting officer) November 13, 2012May 6, 2022

*/S/ MARY RICKS

Kent MoutonMary Ricks

  Director and President May 6, 2022

*/S/ TODD BOEHLY

Jerry R. SolomonTodd Boehly

  Director May 6, 2022

*/S/ RICHARD BOUCHER

Norm CreightonRichard Boucher

  Director May 6, 2022

*/S/ TREVOR BOWEN

Stanley ZaxTrevor Bowen

  Director May 6, 2022

*/S/ NORMAN CREIGHTON

David A. MinellaNorman Creighton

  Director May 6, 2022

*/S/ CATHY HENDRICKSON

Cathy Hendrickson

  Director May 6, 2022

*By:  

/S/ WILLIAM J. MCMORROW

William J. McMorrow

Attorney-in-fact

November 13, 2012

II-29


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy-Wilson, Inc.,/S/ DAVID A. MINELLA

a Delaware corporationDavid A. Minella

By:  /s/ William J. McMorrow      
Director William J. McMorrow
President and Chief Executive OfficerMay 6, 2022

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.


Name

  

Title

 

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

President, Chief Executive Officer (principal executive officer) and DirectorNovember 13, 2012

/S/ JUSTIN ENBODY

Justin Enbody

Chief Financial Officer (principal financial officer and principal accounting officer) and SecretaryNovember 13, 2012

*

Kent Mouton

Director

*

Jerry R. Solomon

Director

*

Norm Creighton

Director

*

Stanley Zax

Director

*

David A. Minella

Director

*

Cathy Hendrickson

Director

*By:  

/S/ WILLIAM J. MCMORROW

William J. McMorrow

Attorney-in-fact

November 13, 2012

II-30


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy-Wilson Property Services, Inc.
By:/s/ Barry S. Schlesinger        
Barry S. Schlesinger
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

President (principal executive officer) and DirectorNovember 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer) and DirectorNovember 13, 2012

/S/ WILLIAM J. MCMORROW

William J. McMorrow

DirectorNovember 13, 2012

II-31


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrants certify that they has reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy-Wilson Property Equity II, Inc.

Kennedy-Wilson Property Special Equity, Inc.

Kennedy-Wilson Property Special Equity II, Inc.

By:/s/ Barry S. Schlesinger      
Barry S. Schlesinger
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

President (principal executive officer) and DirectorNovember 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer), Secretary and DirectorNovember 13, 2012

/S/ WILLIAM J. MCMORROW

William J. McMorrow

Vice President and DirectorNovember 13, 2012

II-32


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy-Wilson Tech, Ltd.
By:/s/ Barry S. Schlesinger        
Barry S. Schlesinger
President and Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

President, Chief Executive Officer (principal executive officer) and DirectorNovember 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer), Secretary and DirectorNovember 13, 2012

/S/ WILLIAM J. MCMORROW

William J. McMorrow

DirectorNovember 13, 2012

II-33


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy-Wilson Properties, Ltd.
By:/s/ William J. McMorrow
William J. McMorrow
Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

Chief Executive Officer (principal executive officer) and DirectorNovember 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer), Assistant Secretary and DirectorNovember 13, 2012

II-34


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy-Wilson Property Equity, Inc.
By:/s/ Barry S. Schlesinger
Barry S. Schlesinger
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

President (principal executive officer)November 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer), Secretary and DirectorNovember 13, 2012

/S/ WILLIAM J. MCMORROW

William J. McMorrow

Vice President and DirectorNovember 13, 2012

II-35


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Fairways 340 Corp.
By:/S/ Freeman A. Lyle
Freeman A. Lyle
President and Chief Financial Officer

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ FREEMAN A. LYLE

Freeman A. Lyle

President and Chief Financial Officer (principal executive officer and principal financial and accounting officer) and DirectorNovember 13, 2012

/S/ WILLIAM J. MCMORROW

William J. McMorrow

Vice President and DirectorNovember 13, 2012

II-36


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

K-W Santiago Inc.
By:/S/ Freeman A. Lyle
Freeman A. Lyle
President, Chief Financial Officer and Secretary

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ FREEMAN A. LYLE

Freeman A. Lyle

President and Chief Financial Officer (principal executive officer and principal financial and accounting officer), Secretary and DirectorNovember 13, 2012

/S/ WILLIAM J. MCMORROW

William J. McMorrow

DirectorNovember 13, 2012

II-37


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

KWP Financial I
By:/s/ Mary L. Ricks
Mary L. Ricks
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ MARY L. RICKS

Mary L. Ricks

President (principal executive officer)November 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer), Secretary and DirectorNovember 13, 2012

/S/ WILLIAM J. MCMORROW

William J. McMorrow

DirectorNovember 13, 2012

II-38


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

K-W Properties
By:/S/ Barry S. Schlesinger
Barry S. Schlesinger
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

President (principal executive officer)November 13, 2012

/S/ JUSTIN ENBODY

Justin Enbody

Chief Financial Officer (principal financial officer and accounting officer)November 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

DirectorNovember 13, 2012

/S/ WILLIAM J. MCMORROW

William J. McMorrow

Vice President, Assistant

Secretary and Director

November 13, 2012

/S/ MARY L. RICKS

Mary L. Ricks

DirectorNovember 13, 2012

II-39


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy-Wilson Overseas Investments, Inc.
By:/s/ Mary L. Ricks
Mary L. Ricks
President and Assistant Secretary

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ MARY L. RICKS

Mary L. Ricks

President (principal executive officer), Assistant Secretary and DirectorNovember 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer) and DirectorNovember 13, 2012

/S/ WILLIAM J. MCMORROW

William J. McMorrow

Vice President and DirectorNovember 13, 2012

II-40


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy-Wilson International
By:/s/ William J. McMorrow
William J. McMorrow
President and Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

President, Chief Executive

Officer (principal executive

officer) and Director

November 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer) and DirectorNovember 13, 2012

/S/ MARY L. RICKS

Mary L. Ricks

Vice President and DirectorNovember 13, 2012

II-41


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy Wilson Auction Group, Inc
By:*
Rhett Winchell
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

*

Rhett Winchell

President (principal executive officer) and Director

*

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer) and Director

*

Marty Clouser

Vice President and Director

*By:  

/S/ WILLIAM J. MCMORROW

William J. McMorrow

Attorney-in-fact

November 13, 2012

II-42


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy-Wilson Properties, LTD.
By:/s/ James Rosten
James Rosten
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ JAMES ROSTEN

James Rosten

President (principal executive officer) and DirectorNovember 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer), Secretary and DirectorNovember 13, 2012

II-43


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy-Wilson Property Services II, Inc.
By:/s/ Barry S. Schlesinger
Barry S. Schlesinger
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

President (principal executive officer) and DirectorNovember 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer) and DirectorNovember 13, 2012

/S/ WILLIAM J. MCMORROW

William J. McMorrow

Vice President and DirectorNovember 13, 2012

/S/ JOHN C. PRABHU

John C. Prabhu

DirectorNovember 13, 2012

II-44


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy-Wilson Property Special Equity III, LLC
By:/s/ William J. McMorrow
William J. McMorrow
Chairman

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

Chairman (principal executive officer) and DirectorNovember 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer) and DirectorNovember 13, 2012

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

DirectorNovember 13, 2012

II-45


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy Wilson Property Services III, L.P.
By:/s/ Barry S. Schlesinger
Barry S. Schlesinger
Manager

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

Manager (principal executive officer)November 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer)November 13, 2012

Kennedy-Wilson Property Services III GP, LLC

General Partner*November 13, 2012

By:K-W Properties
its sole member

By:/S/ Barry S. Schlesinger
Barry S. Schlesinger
President

*The co-registrant listed above has no directors or managers

II-46


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Dillingham Ranch Aina, LLC
By:/s/ Mary L. Ricks
Mary L. Ricks
Vice President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ MARY L. RICKS

Mary L. Ricks

Vice President (principal executive officer)November 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer)November 13, 2012

68-540 Farrington, LLC

Sole Member*November 13, 2012

By:

KW Dillingham Aina, LLC

its sole member

By:

K-W Properties

its sole member

By:/S/ Barry S. Schlesinger
Barry S. Schlesinger
President

*The co-registrant listed above has no directors or managers

II-47


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

68-540 Farrington, LLC
By:

/s/ Mary L. Ricks

Mary L. Ricks
Vice President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ MARY L. RICKS

Mary L. Ricks

Vice President (principal executive officer)November 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer)November 13, 2012

KW Dillingham Aina, LLC

Sole Member*November 13, 2012

By:

K-W Properties

its sole member

By:/S/ Barry S. Schlesinger
Barry S. Schlesinger
President

*The co-registrant listed above has no directors or managers

II-48


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

KW Ireland, LLC
By:/s/ Mary L. Ricks
Mary L. Ricks
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ MARY L. RICKS

Mary L. Ricks

President (principal executive officer)November 13, 2012

/S/ JOHN C. PRABHU

John C. Prabhu

Treasurer (principal financial officer and principal accounting officer)November 13, 2012

Kennedy-Wilson, Inc.

Sole or Managing Member*November 13, 2012

By:/s/ Barry S. Schlesinger
Barry S. Schlesinger
Chief Administrative Officer

*The co-registrant listed above has no directors or managers

II-49


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

KW Fund IV-Kohanaiki, LLC
By:/s/ William J. McMorrow
William J. McMorrow
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

President (principal executive officer)November 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Vice President (principal financial officer and principal accounting officer)November 13, 2012
Kennedy Wilson Property Services IV, LPGeneral Partner*November 13, 2012

By:/s/ Barry J. Schlesinger
Barry J. Schlesinger
President

*The co-registrant listed above has no directors or managers

II-50


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

KW Residential Group, Inc.
By:

*

Rhett Winchell
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

*

Rhett Winchell

President (principal executive officer) and Director

*

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer)

*

Marty Clouser

Vice President and Director

*

Light Sayles

Secretary and Director

*By:  

/S/ WILLIAM J. MCMORROW

William J. McMorrow

Attorney-in-fact

November 13, 2012

II-51


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Meyers Research, LLC

By: Kennedy-Wilson, Inc.

       its sole member

By:/s/ William J. McMorrow
William J. McMorrow
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

President of Kennedy-Wilson, Inc. (principal executive officer)November 13, 2012

/S/ JUSTIN ENBODY

Justin Enbody

Chief Financial Officer of Kennedy-Wilson, Inc. (principal financial officer and principal accounting officer)November 13, 2012
Kennedy-Wilson, Inc.Sole or Managing Member*November 13, 2012

By:/s/ Barry S. Schlesinger
Barry S. Schlesinger
Chief Administrative Officer

* The co-registrant listed above has no directors or managers

II-52


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

KW Investment Adviser, LLC
By:

Kennedy-Wilson, Inc.

its sole member

By:/s/ William J. McMorrow
William J. McMorrow
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

President of Kennedy-Wilson, Inc. (principal executive officer)November 13, 2012

/S/ JUSTIN ENBODY

Justin Enbody

Chief Financial Officer of Kennedy-Wilson, Inc. (principal financial officer and principal accounting officer)November 13, 2012
Kennedy-Wilson, Inc.Sole or Managing Member*November 13, 2012

By:/s/ Barry S. Schlesinger

Barry S. Schlesinger

Chief Administrative Officer

*The co-registrant listed above has no directors or managers

II-53


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy-Wilson Capital
By:/s/ Mary Ricks
Mary Ricks
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ MARY RICKS

Mary Ricks

President (principal executive officer) and DirectorNovember 13, 2012

/S/ FREEMAN A. LYLE

Freeman A. Lyle

Chief Financial Officer (principal financial officer and principal accounting officer)November 13, 2012

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

DirectorNovember 13, 2012

/S/ WILLIAM J. MCMORROW

William J. McMorrow

DirectorNovember 13, 2012

II-54


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

KW Four Points, LLC
By:/s/ Joan Kramer
Joan Kramer
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ JOAN KRAMER

Joan Kramer

President (principal executive officer)November 13, 2012

/S/ MATT WINDISCH

Matt Windisch

Treasurer (principal financial officer and principal accounting officer)November 13, 2012
Kennedy-Wilson CapitalSole or Managing Member*November 13, 2012

By:/s/ Mary Ricks
Mary Ricks
President

*The co-registrant listed above has no directors or managers

II-55


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

KW Residential Capital, LLC
By:/s/ Joan Kramer
Joan Kramer
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ JOAN KRAMER

Joan Kramer

President (principal executive officer)November 13, 2012

/S/ KENT MOUTON

Kent Mouton

  Treasurer (principal financial officerExecutive Vice President, General Counsel and principal accounting officer)Director November 13, 2012
Kennedy-Wilson, Inc.Sole or Managing Member*November 13, 2012

By:/s/ Barry S. Schlesinger
Barry S. Schlesinger
Chief Administrative Officer

*The co-registrant listed above has no directors or managers

II-56


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

KW Loan Partners VIII, LLC
By:/s/ Joan Kramer
Joan Kramer
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

May 6, 2022

/S/ JSOANANAZ KZRAMERAIMI

Joan KramerSanaz Zaimi

  President (principal executive officer)Director November 13, 2012May 6, 2022

/S/ MSATTTANLEY WR. ZINDISCHAX

Matt WindischStanley R. Zax

  Treasurer (principal financial officer and principal accounting officer)Director November 13, 2012
Kennedy-Wilson CapitalSole or Managing Member*November 13, 2012

By:/s/ Mary Ricks
Mary Ricks
President

*The co-registrant listed above has no directors or managers

II-57


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy Wilson Property Services IV, L.P.
By:/s/ Barry S. Schlesinger
Barry S. Schlesinger
PresidentMay 6, 2022

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

President (principal executive officer)November 13, 2012

/S/ JUSTIN ENBODY

Justin Enbody

Treasurer (principal financial officer and principal accounting officer)November 13, 2012
Kennedy Wilson Property Services IV
GP, LLC
General Partner*November 13, 2012

By:/s/ Barry S. Schlesinger
Barry S. Schlesinger
President

*The co-registrant listed above has no directors or managers

II-58


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

KW 5200 Lankershim, LLC
By:/s/ Barry S. Schlesinger
Barry S. Schlesinger
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

President(principal executive officer)November 13, 2012

/S/ JOHN C. PRABHU

John C. Prabhu

Treasurer (principal financial officer and principal accounting officer)November 13, 2012
KW 5200 Lankershim Manager, LLCSole or Managing Member*November 13, 2012

By:/s/ Barry S. Schlesinger
Barry S. Schlesinger
President

*The co-registrant listed above has no directors or managers

II-59


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrants certify that they has reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of November, 2012.

Kennedy Wilson Property Services III GP, LLC
KW BASGF II Manager, LLC
KWF Investors I, LLC
KWF Investors II, LLC
KWF Investors III, LLC
KWF Manager I, LLC
KWF Manager II, LLC
KWF Manager III, LLC
KW-Richmond, LLC
SG KW Venture I Manager LLC
KW Loan Partners I LLC
KW Loan Partners II LLC
KW Summer House Manager, LLC
KW Montclair, LLC
KW Blossom Hill Manager, LLC
KW Serenade Manager, LLC
KW Redmond Manager, LLC
KW Dillingham Aina LLC
Kennedy Wilson Fund Management Group, LLC
KWF Manager IV, LLC
KWF Manager V, LLC
Kennedy Wilson Property Equity IV, LLC
KWF Investors IV, LLC
KWF Investors V, LLC
KW Telstar Partners, LLC
KW Armacost, LLC
Santa Maria Land Partners Manager, LLC
KW Captowers Partners, LLC
KW Loan Partners VII, LLC
KWF Investors VII, LLC
KWF Manager VII, LLC
KW Boise Plaza, LLC
KW UR Investments 1, LLC
KW UR Investments 2, LLC
Kennedy Wilson Property Services IV GP, LLC
KW/CV Third Pacific Manager, LLC
KW EU Loan Partners II, LLC
KWF Investors VIII, LLC
KWF Manager VIII, LLC
KW HP 11, LLC
KW 1200 Main, LLC
KW Harrington, LLC
KWF Manager IX, LLC
KW Sandpiper, LLC
KW Sandpiper Manager, LLC

II-60


KW 5200 Lankershim Manager, LLC
KW Lake Merritt Partners, LLC
KW Lake Merritt, LLC
KW 2012A LLC
KW 2012B LLC
KW 2012C LLC
KW 2012D LLC
KW 2012E LLC
KW 2012F LLC
KW 2012G LLC
KW 2012H LLC
KW 2012I LLC
KW 2012J LLC
KW 2012K LLC
KW 2012L LLC
KW 2012M LLC
KW 2012N LLC
KW 2012O LLC
KW 2012P LLC
KW 2012Q LLC
KW 2012R LLC
KW 2012S LLC
By:/s/ Barry S. Schlesinger
Barry S. Schlesinger
President

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 13, 2012.

Name

Title

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

President (principal executive officer)November 13, 2012

/S/ JUSTIN ENBODY

Justin Enbody

Treasurer (principal financial officer and principal accounting officer)November 13, 2012

II-61


Name

Title

Date

K-W PropertiesSole or Managing Member*November 13, 2012

By:/s/ Barry S. Schlesinger
Barry S. Schlesinger
President

*Each of the co-registrants listed above has no directors or managers

II-62


EXHIBIT INDEX

1.1(1)Form of Underwriting Agreement.
3.1(2)Second Amended and Restated Certificate of Incorporation.
3.2(3)Certificate of Designation of Series A Preferred Stock.
3.3(4)Certificate of Designation of Series B Preferred Stock.
3.4(5)Amended and Restated Bylaws.
4.1(6)Specimen Common Stock Certificate.
4.2(1)Form of warrant agreement (including form of warrant certificate).
4.3(7)Form of Indenture for Debt Securities.
5.1(7)Opinion of Latham & Watkins LLP.
5.2(7)Opinion of Kulik, Gottesman & Siegel, LLP.
12.1Statement regarding computation of ratios of earnings to fixed charges.
23.1Consent of KPMG LLP.
23.2Consent of KPMG AZSA LLC.
23.3Consent of KPMG LLP.
23.4Consent of KPMG LLP.
23.5Consent of KPMG LLP.
23.6Consent of KPMG LLP.
23.7Consent of KPMG LLP.
23.8Consent of KPMG LLP.
23.9Consent of KPMG LLP.
23.10Consent of KPMG LLP.
23.11Consent of KPMG LLP.
23.12Consent of KPMG LLP.
23.13Consent of Grant Thornton Taiyo ASG LLC.
23.14Consent of KPMG LLP.
23.15Consent of KPMG LLP.
23.16(7)Consent of Latham & Watkins LLP (contained in Exhibit 5.1).
23.17(7)Consent of Kulik, Gottesman & Siegel, LLP (contained in Exhibit 5.2).
24.1(7)Power of Attorney
25.1(8)Statement of Eligibility of Trustee with respect to Debt Securities of Kennedy-Wilson Holdings, Inc.
25.2(8)Statement of Eligibility of Trustee with respect to Debt Securities of Kennedy-Wilson, Inc.

(1)To be filed by amendment or incorporated by reference in connection with the offering of a particular class of series of securities.
(2)Incorporated by reference to Annex D to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4/A (File No. 333-162116) filed with the Securities and Exchange Commission on October 28, 2009.
(3)

Incorporated by reference to Exhibit 3.1 of Kennedy-Wilson Holdings, Inc.’s current report on Form 8-K (File No. 001-33824) filed with the Securities and Exchange Commission on May 21, 2010.


(4)Incorporated by reference to Exhibit 3.1 of Kennedy-Wilson Holdings, Inc.’s current report on Form 8-K (File No. 001-33824) filed with the Securities and Exchange Commission on August 16, 2010.
(5)Incorporated by reference to Exhibit 3.2 to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-1/A (File No. 333-145110) filed with the Securities and Exchange Commission on October 26, 2007.
(6)Incorporated by reference to Exhibit 4.4 of Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form 8-A/A (File No. 001-33824) filed with the Securities and Exchange Commission on November 16, 2009.
(7)Previously filed.
(8)To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

2