Exhibit 5.1
| | | | |
| | 355 South Grand Avenue |
| | Los Angeles, California 90071-1560 |
| | Tel: +1.213.485.1234 Fax: +1.213.891.8763 |
| | www.lw.com |
| |
| | FIRM / AFFILIATE OFFICES |
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| November 1, 2013 | | Dubai | | Riyadh |
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Kennedy-Wilson Holdings, Inc. and | | London Los Angeles Madrid | | Singapore Tokyo Washington, D.C. |
Kennedy-Wilson, Inc.
9701 Wilshire Blvd., Suite 700
Beverly Hills, CA 90212
| | Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special counsel to Kennedy-Wilson Holdings, Inc., a Delaware corporation (“KWH”), and Kennedy-Wilson, Inc., a Delaware corporation (“KW”), in connection with the registration statement (the “Registration Statement”) on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about November 1, 2013, registering the offer and sale, from time to time, of: (i) shares of common stock, par value $0.0001 per share, of KWH (the “Common Stock”); (ii) one or more series of preferred stock, par value $0.0001 per share, of KWH (the “Preferred Stock”); (iii) warrants of KWH to purchase Common Stock or Preferred Stock (the “Warrants”); (iv) one or more new series of debt securities of KWH (the “KWH Debt Securities”) to be issued pursuant to an Indenture, in the form incorporated by reference as Exhibit 4.3 to the Registration Statement, to be entered into between KWH and the trustee party thereto (the “KWH Trustee”), and one or more supplements or officer’s certificates thereto or resolutions of the Board of Directors of KWH, in each case establishing the terms of each such series (collectively, the “KWH Indenture”); (v) one or more new series of debt securities of KW (the “KW New Debt Securities”) to be issued pursuant to that certain Indenture (the “KW Base Indenture”), dated as of November 28, 2012, between KW and Wilmington Trust, National Association, as trustee (the “KW Trustee”), in the form incorporated by reference as Exhibit 4.23 to the Registration Statement, and one or more supplements or officer’s certificates thereto or resolutions of the Board of Directors of KW, in each case establishing the terms of each such series (collectively, the “KW New Debt Indenture”); (vi) a series of debt securities of KW titled the “8.750% Senior Notes due 2019” (the “2019 Notes”) to be issued pursuant to that certain Indenture (the “2019 Note Base Indenture”), dated as of April 15, 2011, among KW, KWH, the subsidiary guarantor parties thereto and the KW Trustee, as trustee, in the form incorporated by reference as Exhibit 4.4 to the Registration Statement, as supplemented from time to time (the
2019 Note Base Indenture, as so supplemented, the “2019 Note Indenture”); (vii) a series of debt securities of KW titled the “7.75% Senior Notes due 2042” (the “2042 Notes,” and the 2042 Notes, together with the KWH Debt Securities, the KW New Debt Securities and the 2019 Notes, the “Debt Securities”) to be issued pursuant to the KW Base Indenture and that certain Supplemental Indenture No. 1 thereto (the “2042 Note Supplemental Indenture”), dated as of November 18, 2012, among KW, KWH, the subsidiary guarantor parties thereto and the KW Trustee, as trustee, in the form incorporated by reference as Exhibit 4.5 to the Registration Statement, as further supplemented from time to time (the KW Base Indenture, as so supplemented, the “2042 Note Indenture,” and the 2042 Note Indenture, together with the KWH Indenture, the KW New Debt Indenture and the 2019 Note Indenture, the “Indentures”); (viii) guarantees of the KWH Debt Securities (the “KWH Debt Guarantees”), by one or more of the entities identified inSchedule A hereto and KW (collectively, the “KWH Guarantors”), to be issued pursuant to the KWH Indenture; (ix) guarantees of the KW New Debt Securities (the “KW New Debt Guarantees”), by one or more of the entities identified inSchedule A hereto and KWH (collectively, the “KW Guarantors,” and the KW Guarantors, together with the KWH Guarantors, the “Guarantors”), to be issued pursuant to the KW New Debt Indenture; (x) guarantees of the 2019 Notes (the “2019 Note Guarantees”), by one or more of the KW Guarantors, to be issued pursuant to the 2019 Note Indenture; and (xi) guarantees of the 2042 Notes (the “2042 Note Guarantees,” and the 2042 Note Guarantees, together with the KWH Debt Guarantees, the KW New Debt Guarantees and the 2019 Note Guarantees, the “Guarantees”), by one or more of the KW Guarantors, to be issued pursuant to the 2042 Note Indenture. The Common Stock, Preferred Stock, Warrants, Debt Securities and Guarantees are herein referred to as the “Securities.” The KWH Debt Securities may be convertible into shares of Common Stock or Preferred Stock. The Warrants may be issued under one or more warrant agreements (each, a “Warrant Agreement”) between KWH and the party to be identified therein as warrant agent. The Securities will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Act.
You have provided us with a draft of the Registration Statement in the form in which it will be filed, which includes a form of prospectus (the “Prospectus”). The Prospectus provides that it will be supplemented in the future by one or more supplements to the Prospectus (each, a “Prospectus Supplement”) in connection with each offering of Securities. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Prospectus or any Prospectus Supplement, other than as expressly stated herein with respect to the issue of the Securities.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. We have examined, among other things, facsimile executed counterparts of the KW Base Indenture, the 2042 Note Supplemental Indenture and the 2019 Note Base Indenture. With your consent, we have relied upon certificates and other assurances of officers of KWH, KW, the Guarantors and others as to factual matters without having independently verified such factual matters. In our capacity as your special counsel in connection with the Registration Statement, we have been advised of the proceedings taken and proposed to be taken by you and the Guarantors in connection with the authorization of the Indentures and Warrant Agreements and the issuance and sale of the
Securities. For the purposes of this opinion, we have assumed that such proceedings to be taken in the future will be completed timely in the manner presently proposed and that the terms of each issuance of Securities will otherwise be in compliance with law.
We are opining herein as to the internal laws of the State of New York (and, with respect to our opinions in numbered paragraphs 1, 2, 4 and 7 below, the General Corporation Law of the state of Delaware), and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction (or, in the case of Delaware, any other laws) or as to any matters of municipal law or the laws of any local agencies within any state. Various matters concerning the laws of the States of California, Delaware and Illinois are addressed in the letter of Kulik, Gottesman & Siegel, LLP, which has been separately provided to you. We express no opinion with respect to those matters herein, and, to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
(1) When an issuance of Common Stock has been duly authorized by all necessary corporate action of KWH, upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such shares of Common Stock will be validly issued, fully paid and nonassessable.
(2) When a series of Preferred Stock has been duly established in accordance with the terms of KWH’s Second Amended and Restated Certificate of Incorporation and authorized by all necessary corporate action of KWH, and upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such shares of such series of Preferred Stock will be validly issued, fully paid and nonassessable.
(3) When the applicable Warrant Agreement has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular issuance of Warrants have been duly established in accordance with such Warrant Agreement and authorized by all necessary corporate action of KWH, and the Warrants have been duly executed, issued and delivered against payment therefor in accordance with such Warrant Agreement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action (assuming the securities issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action of KWH), the Warrants will be legally valid and binding obligations of KWH, enforceable against KWH in accordance with their terms.
(4) When the applicable Warrant Agreement has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular issuance of Warrants have been duly established in accordance with such
Warrant Agreement and authorized by all necessary corporate action of KWH, and when the Warrants have been duly executed, issued and delivered against payment therefor in accordance with such Warrant Agreement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action (assuming the securities issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action of KWH), and when certificates in due form representing the Common Stock or Preferred Stock, as applicable, reserved for issuance upon exercise of such Warrants have been manually signed by authorized officers of KWH and the transfer agent and registrar therefor, and have been delivered in accordance with the terms of the authorization thereof and the Warrants and such Warrant Agreement upon exercise of such Warrants, such shares of Common Stock or Preferred Stock, as applicable, will be validly issued, fully paid, and nonassessable.
(5) When the KWH Indenture has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular series of KWH Debt Securities have been duly established in accordance with such KWH Indenture and authorized by all necessary corporate action of KWH, and such KWH Debt Securities have been duly executed and issued by KWH, duly authenticated by the KWH Trustee and duly delivered by or on behalf of KWH against payment therefor in accordance with the KWH Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such KWH Debt Securities will be legally valid and binding obligations of KWH, enforceable against KWH in accordance with their terms.
(6) When the KWH Indenture has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular series of KWH Debt Securities have been duly established in accordance with such KWH Indenture and such establishment and the issuance of such KWH Debt Securities have been authorized by all necessary corporate action of KWH, and such KWH Debt Securities have been duly executed and issued by KWH, duly authenticated by the KWH Trustee and duly delivered by or on behalf of KWH against payment therefor in accordance with the KWH Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, and when the specific terms of a particular KWH Debt Guarantee of such series of KWH Debt Securities by a KWH Guarantor have been duly established in accordance with such KWH Indenture and authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KWH Guarantor, and when a supplement to the KWH Indenture providing for such KWH Debt Guarantee has been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KWH Guarantor and KWH and duly executed and delivered, and when such KWH Debt Guarantee has been duly executed, issued and delivered in accordance with the KWH Indenture and such supplement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate, limited liability company or limited partnership action, as applicable, such KWH Debt Guarantee will be a legally valid and binding obligation of such KWH Guarantor, enforceable against such KWH Guarantor in accordance with its terms.
(7) When the KWH Indenture has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular series of KWH Debt Securities have been duly established in accordance with such KWH Indenture and such establishment and the issuance of such KWH Debt Securities have been authorized by all necessary corporate action of KWH, providing that such KWH Debt Securities will be convertible into shares of Common Stock or Preferred Stock, and such KWH Debt Securities have been duly executed and issued by KWH, duly authenticated by the KWH Trustee and duly delivered by or on behalf of KWH against payment therefor in accordance with the KWH Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action (assuming the Common Stock or Preferred Stock, as applicable, issuable upon conversion of such KWH Debt Securities has been duly authorized and reserved for issuance by all necessary corporate action of KWH), and when certificates in due form representing the Common Stock or Preferred Stock, as applicable, reserved for issuance upon conversion of such KWH Debt Securities have been manually signed by authorized officers of KWH and the transfer agent and registrar therefor, and have been delivered in accordance with the terms of the authorization thereof and the KWH Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement upon conversion of such KWH Debt Securities in a principal amount not less than the par value of such shares of Common Stock or Preferred Stock, as applicable, to be issued upon such conversion, such shares of Common Stock or Preferred Stock, as applicable, will be validly issued, fully paid, and nonassessable.
(8) When the specific terms of a particular series of KW New Debt Securities have been duly established in accordance with the KW New Debt Indenture and such establishment and the issuance of such KW New Debt Securities have been authorized by all necessary corporate action of KW, and such KW New Debt Securities have been duly executed and issued by KW, duly authenticated by the KW Trustee and duly delivered by or on behalf of KW against payment therefor in accordance with the KW New Debt Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such KW New Debt Securities will be legally valid and binding obligations of KW, enforceable against KW in accordance with their terms.
(9) When the specific terms of a particular series of KW New Debt Securities have been duly established in accordance with the KW New Debt Indenture and such establishment and the issuance of such KW New Debt Securities have been authorized by all necessary corporate action of KW, and such KW New Debt Securities have been duly executed and issued by KW, duly authenticated by the KW Trustee and duly delivered by or on behalf of KW against payment therefor in accordance with the KW New Debt Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, and when the specific terms of a particular KW New Debt Guarantee of such series of KW New Debt Securities by a KW Guarantor have been duly established in accordance with such KW New Debt Indenture and authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KW Guarantor, and when a supplement to the KW New Debt Indenture providing for such KW New Debt Guarantee has been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KW Guarantor and KW and duly executed and
delivered, and when such KW New Debt Guarantee has been duly executed, issued and delivered in accordance with the KW New Debt Indenture and such supplement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate, limited liability company or limited partnership action, as applicable, such KW New Debt Guarantee will be a legally valid and binding obligation of such KW Guarantor, enforceable against such KW Guarantor in accordance with its terms.
(10) When the issuance of 2019 Notes or 2042 Notes pursuant to the Registration Statement has been authorized by all necessary corporate action of KW, and such 2019 Notes or 2042 Notes, as applicable, have been duly executed and issued by KW, duly authenticated by the KW Trustee and duly delivered by or on behalf of KW against payment therefor in accordance with the 2019 Note Indenture or the 2042 Note Indenture, as applicable, and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such 2019 Notes or 2042 Notes, as applicable, will be legally valid and binding obligations of KW, enforceable against KW in accordance with their terms.
(11) When the issuance of 2019 Notes or 2042 Notes pursuant to the Registration Statement has been authorized by all necessary corporate action of KW, and such 2019 Notes or 2042 Notes, as applicable, have been duly executed and issued by KW, duly authenticated by the KW Trustee and duly delivered by or on behalf of KW against payment therefor in accordance with the 2019 Note Indenture or the 2042 Note Indenture, as applicable, and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, and when the specific terms of a particular 2019 Note Guarantee or 2042 Note Guarantee, as applicable, of such 2019 Notes or 2042 Notes, as applicable, by a KW Guarantor have been duly established in accordance with the 2019 Note Indenture or the 2042 Note Indenture, as applicable, and authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KW Guarantor, and when any necessary supplement to the 2019 Note Indenture or the 2042 Note Indenture, as applicable, providing for such 2019 Note Guarantee or 2042 Note Guarantee, as applicable, has been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KW Guarantor and KW and duly executed and delivered, and when such 2019 Note Guarantee or 2042 Note Guarantee, as applicable, has been duly executed, issued and delivered in accordance with the 2019 Note Indenture or the 2042 Note Indenture, as applicable, and any such supplement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate, limited liability company or limited partnership action, as applicable, such 2019 Note Guarantee or 2042 Note Guarantee, as applicable, will be a legally valid and binding obligation of such KW Guarantor, enforceable against such KW Guarantor in accordance with its terms.
Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; and (iii) the
invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy. We express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief; (c) waivers of rights or defenses, including those contained in Section 4.4 of the KWH Indenture, Section 4.4 of the KW Base Indenture and Section 6.15 of the 2019 Note Base Indenture; (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (e) any provision permitting, upon acceleration of any Debt Security, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; (f) the creation, validity, attachment, perfection or priority of any lien or security interest; (g) advance waivers of claims, defenses, rights granted by law or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law or other procedural rights; (h) waivers of broadly or vaguely stated rights; (i) provisions for exclusivity, election or cumulation of rights or remedies; (j) provisions authorizing or validating conclusive or discretionary determinations; (k) grants of setoff rights; (l) proxies, powers and trusts; (m) provisions prohibiting, restricting or requiring consent to assignment or transfer of any right or property; (n) provisions purporting to make a guarantor primarily liable rather than as a surety; (o) provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation; (p) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides; and (q) the severability, if invalid, of provisions to the foregoing effect.
With your consent, we have assumed that (i) each of the Warrants, Debt Securities and Guarantees, and the Warrant Agreements and Indentures, and supplements to the foregoing, and other agreements or instruments governing the Securities (collectively, the “Documents”) will be governed by the internal laws of the State of New York; (ii) each of the Documents have been or will be duly authorized, executed and delivered by the parties thereto; (iii) each of the Documents constitute or will constitute legally valid and binding obligations of the parties thereto other than KWH, KW and the Guarantor parties thereto, enforceable against each of them in accordance with their respective terms; and (iv) the status of each of the Documents as legally valid and binding obligations of the parties will not be affected by any (a) breaches of, or defaults under, agreements or instruments; (b) violations of statutes, rules, regulations or court or governmental orders; or (c) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP
Schedule A
Guarantors (Other than KWH and KW)
| | |
| 1. | | Kennedy-Wilson Properties, Ltd. |
| 2. | | Kennedy-Wilson Property Services, Inc. |
| 3. | | Kennedy-Wilson Property Services II, Inc. |
| 4. | | Kennedy Wilson Property Services III, L.P. |
| 5. | | Kennedy-Wilson Property Equity, Inc. |
| 6. | | Kennedy-Wilson Property Equity II, Inc. |
| 7. | | Kennedy-Wilson Property Special Equity, Inc. |
| 8. | | Kennedy-Wilson Property Special Equity II, Inc. |
| 9. | | Kennedy Wilson Property Special Equity III, LLC |
10. | | K-W Properties |
11. | | Kennedy Wilson Property Services III GP, LLC |
12. | | KW BASGF II Manager, LLC |
13. | | KWF Investors I, LLC |
14. | | KWF Investors II, LLC |
15. | | KWF Investors III, LLC |
16. | | KWF Manager I, LLC |
17. | | KWF Manager II, LLC |
18. | | KWF Manager III, LLC |
19. | | Kennedy Wilson Overseas Investments, Inc. |
20. | | Fairways 340 Corp. |
21. | | KW - Richmond, LLC |
22. | | SG KW Venture I Manager LLC |
23. | | KW Loan Partners I LLC |
24. | | KW Loan Partners II LLC |
25. | | KW Summer House Manager, LLC |
26. | | KW Montclair, LLC |
27. | | KW Blossom Hill Manager, LLC |
28. | | KW Serenade Manager, LLC |
29. | | K-W Santiago Inc. |
30. | | KW Redmond Manager, LLC |
31. | | Dillingham Ranch Aina LLC |
32. | | 68-540 Farrington, LLC |
33. | | KW Dillingham Aina LLC |
34. | | Kennedy Wilson Fund Management Group, LLC |
35. | | Kennedy-Wilson International |
36. | | Kennedy-Wilson Tech, Ltd. |
37. | | KWP Financial I |
38. | | Kennedy Wilson Auction Group Inc. |
39. | | Kenney-Wilson Properties, LTD. |
40. | | KWF Manager IV, LLC |
A-1
| | |
41. | | KWF Manager V, LLC |
42. | | KW Ireland, LLC |
43. | | Kennedy Wilson Property Equity IV, LLC |
44. | | KW Builder Marketing Services, Inc. |
45. | | KW Fund IV - Kohanaiki, LLC |
46. | | KW Telstar Partners, LLC |
47. | | KWF Investors IV, LLC |
48. | | KWF Investors V, LLC |
49. | | Meyers Research, LLC |
50. | | KW Armacost, LLC |
51. | | Santa Maria Land Partners Manager, LLC |
52. | | KW Investment Adviser, LLC |
53. | | Kennedy-Wilson Capital |
54. | | KW Captowers Partners, LLC |
55. | | KW Four Points, LLC |
56. | | KW Loan Partners VII, LLC |
57. | | KWF Investors VII, LLC |
58. | | KWF Manager VII, LLC |
59. | | KW Residential Capital, LLC |
60. | | KW Boise Plaza, LLC |
61. | | KW Loan Partners VIII, LLC |
62. | | KW UR Investments 1, LLC |
63. | | KW UR Investments 2, LLC |
64. | | Kennedy Wilson Property Services IV, L.P. |
65. | | Kennedy Wilson Property Services IV GP, LLC |
66. | | KW/CV Third-Pacific Manager, LLC |
67. | | KW EU Loan Partners II, LLC |
68. | | KWF Investors VIII, LLC |
69. | | KWF Manager VIII, LLC |
70. | | KW 1200 Main, LLC |
71. | | KW Harrington LLC |
72. | | KW 5200 Lankershim Manager, LLC |
73. | | KWF Manager X, LLC |
74. | | KWF Manager XI, LLC |
75. | | KWF Manager XII, LLC |
76. | | KW Real Estate Venture XIII, LLC |
77. | | KWF Manager XIII, LLC |
78. | | KWF Manager XV, LLC |
79. | | KW EU Loan Partners III, LLC |
80. | | KW EU Investors I, LLC |
81. | | KW Richfield Plaza, LLC |
82. | | KW Currier Square Shopping Center, LLC |
83. | | KW Creekview Shopping Center, LLC |
A-2
| | |
| 84. | | KW Securities, LLC |
| 85. | | KW 2012O LLC |
| 86. | �� | KW 2012P LLC |
| 87. | | KW 2012Q LLC |
| 88. | | KW 2012R LLC |
| 89. | | KW 2012S LLC |
| 90. | | KW 2012T LLC |
| 91. | | KW 2012U LLC |
| 92. | | KW 2012V LLC |
| 93. | | KW 2012W LLC |
| 94. | | KW 2012X LLC |
| 95. | | KW 2012Y LLC |
| 96. | | KW 2012Z LLC |
| 97. | | KW 2013A LLC |
| 98. | | KW 2013B LLC |
| 99. | | KW 2013C LLC |
100. | | KW 2013D LLC |
101. | | KW 2013E LLC |
102. | | KW 2013F LLC |
103. | | KW 2013G LLC |
104. | | KW 2013H LLC |
105. | | KW 2013I LLC |
106. | | KW 2013J LLC |
107. | | KW 2013K LLC |
108. | | KW 2013L LLC |
109. | | KW 2013M LLC |
110. | | KW 2013N LLC |
111. | | KW 2013O LLC |
112. | | KW 2013P LLC |
113. | | KW 2013Q LLC |
114. | | KW 2013R LLC |
115. | | KW 2013S LLC |
116. | | KW 2013T LLC |
117. | | KW 2013U LLC |
118. | | KW 2013V LLC |
119. | | KW 2013W LLC |
120. | | KW 2013X LLC |
121. | | KW 2013Y LLC |
122. | | KW 2013Z LLC |
123. | | KW 2013AA LLC |
124. | | KW 2013BB LLC |
125. | | KW 2013CC LLC |
126. | | KW 2013DD LLC |
A-3
| | |
127. | | KW 2013EE LLC |
128. | | KW 2013FF LLC |
129. | | KW 2013GG LLC |
130. | | KW 2013HH LLC |
131. | | KW 2013II LLC |
132. | | KW 2013JJ LLC |
133. | | KW 2013KK LLC |
134. | | KW 2013LL LLC |
135. | | KW 2013MM LLC |
136. | | KW 2013NN LLC |
137. | | KW 2013OO LLC |
138. | | KW 2013PP LLC |
139. | | KW 2013QQ LLC |
140. | | KW 2013RR LLC |
141. | | KW 2013SS LLC |
142. | | KW 2013TT LLC |
143. | | KW 2013UU LLC |
144. | | KW 2013VV LLC |
145. | | KW 2013WW LLC |
146. | | KW 2013XX LLC |
147. | | KW 2013YY LLC |
148. | | KW 2013ZZ LLC |
A-4
