| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 11, 2021, Kennedy-Wilson, Inc. (the “Issuer”), a wholly owned subsidiary of Kennedy-Wilson Holdings, Inc. (the “Company”), completed a public offering of $500.0 million aggregate principal amount of its 4.750% Senior Notes due 2029 (the “2029 Notes”) and $500.0 million aggregate principal amount of its 5.000% Senior Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”). The Notes are the Issuer’s unsecured senior obligations and rank equally in right of payment with all of the Issuer’s existing and future unsecured and unsubordinated indebtedness and are guaranteed (the “Guarantees”) on a senior unsecured basis by the Company and certain of the Company’s subsidiaries (collectively, the “Guarantors”). The Notes were issued and sold at a public offering price of 100.0% of their principal amount.
Each series of Notes was issued pursuant to an indenture (the “Base Indenture”), dated as of March 25, 2014, between the Issuer and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture (each, a “Supplemental Indenture,” and each Supplemental Indenture, together with the Base Indenture, an “Indenture”), dated as of February 11, 2021, among the Issuer, the Guarantors and the Trustee. The Indentures include customary agreements and covenants by the Company, the Issuer and the Guarantors.
Interest on the Notes accrues at a rate of 4.750% per annum (in the case of the 2029 Notes) or 5.000% (in the case of the 2031 Notes) and is payable semi-annually in arrears on March 1 and September 1 of each year commencing on September 1, 2021. The Notes will mature on March 1, 2029 (in the case of the 2029 Notes) or March 1, 2031 (in the case of the 2031 Notes), unless earlier redeemed or repurchased.
At any time prior to March 1, 2024 (in the case of the 2029 Notes) or March 1, 2026 (in the case of the 2031 Notes), the Issuer may redeem the Notes of either series, in whole or in part, at a redemption price equal to 100% of their principal amount, plus an applicable “make-whole” premium and accrued and unpaid interest, if any, to the redemption date. At any time and from time to time on or after March 1, 2024 (in the case of the 2029 Notes) or March 1, 2026 (in the case of the 2031 Notes), the Issuer may redeem the Notes of either series, in whole or in part, at redemption prices specified in the applicable Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Prior to March 1, 2024, the Issuer may redeem up to 40% of the Notes of either series from the proceeds of certain equity offerings at redemption prices specified in the applicable Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. There is no sinking fund for the Notes.
Upon the occurrence of a change of control or certain delisting events, the Issuer will be required to make an offer to purchase all of the outstanding Notes of each series. The purchase price will be 101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to the repurchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). In addition, in certain circumstances in connection with asset dispositions the proceeds of which are not applied in the manner set forth in the applicable Indenture, the Issuer will be required to use any excess proceeds to make an offer to purchase the Notes of the applicable series at a price equal to 100% of their principal amount, plus accrued and unpaid interest.
The Indentures also provide for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such Notes to become due and payable.
The Base Indenture, each Supplemental Indenture (including the form of certificate representing the Notes of each series) are incorporated by reference as Exhibit 4.1, 4.2 and 4.3 to this Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Notes, the Guarantees, the Base Indenture and the Supplemental Indentures are not complete and are subject to and qualified in their entirety by reference to such exhibits.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
