Kennedy-Wilson Holdings, Inc.

DEFM14A 1 ny20065855x9_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 KENNEDY-WILSON HOLDINGS, INC. (Exact name of registrant as specified in its charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☐ No fee required. ☒ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. TABLE OF CONTENTS KENNEDY-WILSON HOLDINGS, INC. PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026 This proxy statement is dated May 5, 2026 and, together with the enclosed form of proxy card, is first being sent to stockholders on or about May 5, 2026. Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Kennedy-Wilson Holdings, Inc. 151 S. El Camino Drive Beverly Hills, California 90212 To our Stockholders: You are cordially invited to attend the special meeting of stockholders (together with any adjournment or postponement thereof, the “ Special Meeting ”) of Kennedy-Wilson Holdings, Inc., a Delaware corporation (“ Kennedy Wilson ” or the “ Company ”) to be held on June 10, 2026, at 1:00 p.m., Pacific Time. You may attend the Special Meeting via a live interactive webcast at www.virtualshareholdermeeting.com/KW2026SM. You will be able to listen to the Special Meeting live and submit a proxy online. On February 16, 2026, Kennedy Wilson entered into an Agreement and Plan of Merger (as it has been or may be amended, supplemented or modified from time to time, the “ Merger Agreement ”) with Kona Bidco, LLC, a Delaware limited liability company (“ Parent ”), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”). A summary of the Merger Agreement is provided in the accompanying proxy statement, and a copy of the Merger Agreement and the Amendment to Agreement and Plan of Merger, dated as of March 15, 2026, are attached as Annex A-1 and Annex A-2 to the accompanying proxy statement. Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “ Merger ” and, together with the other transactions contemplated by the Merger Agreement, the “ Transactions ”), pursuant to which the separate corporate existence of Merger Sub will thereupon cease and the Company will continue as the surviving corporation, collectively owned, directly or indirectly, by Parent and (i) William J. McMorrow, William J. McMorrow Revocable Trust, Matthew Windisch and In Ku Lee and (ii) certain affiliates of Fairfax Financial Holdings Limited that hold shares of Company Voting Stock (as defined below) (clauses (i) and (ii), together, the “ Consortium Parties ”). Upon the consummation of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Company Common Stock (as defined below) that is issued and outstanding as of immediately prior to the effective time of the Merger (the “ Effective Time ”) (other than certain excluded and dissenting shares as described in the proxy statement), will be converted automatically into the right to receive an amount in cash equal to $10.90 per share, without interest and subject to any applicable withholding taxes required by law (the “ Merger Consideration ”). The $10.90 per share to be paid for each share of Company Common Stock pursuant to the Merger Agreement represents a premium of approximately 45.9% over the closing price of the Company’s unaffected share price as of November 4, 2025. In connection with the Merger Agreement, Fairfax Financial Holdings Limited, a corporation organized under the laws of Canada (“ Fairfax ”), entered into an equity commitment letter (the “ Equity Commitment Letter ”) with Parent and Merger Sub pursuant to which, among other things, Fairfax committed to provide Parent, on the terms and subject to the conditions set forth in the Equity Commitment Letter, an aggregate equity commitment in the amount of $1,650,000,000 to (i) fund the payment of the aggregate Merger Consideration and certain other amounts required to be paid under the Merger Agreement or (ii) in the event Parent or Merger Sub is obligated to pay monetary damages to the Company in respect of a breach of the Merger Agreement by Parent or Merger Sub in accordance with the terms of the Merger Agreement, fund such damages and certain other amounts required to be funded under the equity commitment letter in an aggregate amount up to $400,000,000. A copy of the Equity Commitment Letter is attached as Annex E to the proxy statement. The transactions contemplated by the Merger Agreement, including the Merger, constitute a “going private transaction” under the rules of the U.S. Securities and Exchange Commission. If the Merger is consummated, the Company Common Stock will be delisted from the New York Stock Exchange and Kennedy Wilson will become a privately held company, owned, directly or indirectly, by Parent and the Consortium Parties. At the Special Meeting, the holders of (i) the Company’s common stock, par value $0.0001 per share (the “ Company Common Stock ”), (ii) the Company’s 5.75% Series A Cumulative Perpetual Convertible Preferred Stock (the “ Company Series A Preferred Stock ”) (on an as-converted basis), (iii) the Company’s 4.75% Series B TABLE OF CONTENTS Cumulative Perpetual Preferred Stock (the “ Company Series B Preferred Stock ”) (based on the number of outstanding warrants issued in connection with the issuance of the Company Series B Preferred Stock and in accordance with the certificate of designations governing the Company Series B Preferred Stock) and (iv) the Company’s 6.00% Series C Cumulative Perpetual Preferred Stock (the “ Company Series C Preferred Stock ”) (based on the number of outstanding warrants issued in connection with the issuance of the Company Series C Preferred Stock and in accordance with the certificate of designations governing the Company Series C Preferred Stock) (the securities described in clauses (i)-(iv), collectively, the “ Company Voting Stock ”), will be asked to vote on (a) the proposal to adopt the Merger Agreement (the “ Merger Proposal ”), (b) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Transactions (the “ Advisory Compensation Proposal ”) and (c) the proposal to approve one or more adjournments of the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Proposal at the time of the Special Meeting (the “ Adjournment Proposal ”). The board of directors of Kennedy Wilson (the “ Board ”) formed a special committee of the Board comprised solely of directors that the Board determined, based on information previously discussed with, furnished to or otherwise disclosed to and reviewed by the Board, met the criteria of a disinterested director under Delaware law (the “ Special Committee ”), which, among other things, reviewed, evaluated and negotiated the Merger Agreement and the transactions contemplated by the Merger A