KENNEDY-WILSON HOLDINGS, INC. (NYSE:KW) Files An 8-K Entry into a Material Definitive Agreement

KENNEDY-WILSON HOLDINGS, INC. (NYSE:KW) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry into a Material Definitive Agreement.

On April24, 2017, Kennedy-Wilson Holdings, Inc. (KWH) issued an
announcement (the Rule 2.7 Announcement) to Rule 2.7 of the
United Kingdom City Code on Takeovers and Mergers (the Takeover
Code) disclosing the terms of a recommended offer by KWH to
acquire all of the outstanding shares (other than shares owned by
KWH or its subsidiaries or held in treasury) of Kennedy Wilson
Europe Real Estate plc, a public limited company registered in
Jersey (KWE), in an all-stock transaction (the Transaction). In
2014, KWH launched the initial public offering of KWE on the LSE.
KWH currently owns approximately 23.65% of KWEs issued and
outstanding shares and is its largest shareholder.

Under the terms of the Transaction, KWE shareholders would be
entitled to receive, for each KWE ordinary share, 0.667 shares of
KWH common stock by means of a court sanctioned scheme of
arrangement between KWH and KWE shareholders under Article 125 of
the Jersey Companies Law. Following the completion of the
Transaction, KWE shareholders would own approximately 36% and
existing KWH stockholders would own approximately 64% of the
combined company.

KWH and KWE have also agreed that KWE shareholders will be
entitled to receive the next quarterly dividend of 12 pence per
KWE share, which KWE intends to pay to its shareholders of record
as of May13, 2017.

In addition, the parties have agreed that KWE shareholders will
also be entitled to receive a closing dividend, to be agreed by
the parties (or, in the absence of agreement, determined
according to a formula provided in the Rule 2.7 Announcement), to
reflect the principle that the aggregate dividends payable to KWE
shareholders should be equal to the accrued but unpaid ordinary
dividends that would otherwise have been payable in respect of
KWE shares in respect of the period from (and including) April1,
2017 until (but excluding) the closing date of the scheme of
arrangement (the Effective Date), with payments from KWE reduced,
where necessary, by any dividend to which a former KWE
shareholder becomes entitled as a KWH stockholder after the
Effective Date, but only to the extent of the portion of such
dividend which relates to a period prior to the Effective Date,
and subject to certain other terms and conditions provided in the
Rule 2.7 Announcement.

In connection with the Transaction, KWH also announced that its
Board of Directors intends to increase the first quarterly
dividend payable following the Effective Date from $0.17 per KWH
share to $0.19 per KWH share.

The completion of the Transaction is conditioned upon, among
other things: (i)approval of the scheme of arrangement by a
majority in number representing not less than three-quarters of
the voting rights of the KWE shareholders (or applicable class
thereof) present and voting, in person or by proxy, at the
applicable shareholder meeting; (ii)the passing of all other
resolutions required to approve and implement the scheme and to
approve certain related matters by the KWE shareholders; (iii)the
scheme being sanctioned by the Royal Court of Jersey no later
than December31, 2017, or such later date as may be agreed to by
KWH and KWE; (iv)the approval by KWH stockholders of the issuance
of KWH shares in connection with the Transaction; (v)the
clearance of antitrust and competition authorities in Ireland,
and (vi)the listing of new shares of KWH on the New York Stock
Exchange. The conditions to the Transaction are described in full
in the Rule 2.7 Announcement.

The foregoing summary of the Transaction and the Rule 2.7
Announcement does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the Rule 2.7
Announcement, which is included as Exhibit 2.1 to this Current
Report on Form 8-K and incorporated herein by reference.

Item3.02. Unregistered Sales of Equity
Securities.

The KWH shares to be issued in the Transaction will be issued to
the exemption from registration provided by Section3(a)(10) under
the Securities Act of 1933, as amended. KWH reserves the right,
subject to the prior consent of the UK Panel on Takeovers and
Mergers, to elect to implement the Transaction by way of a
Takeover Offer (as defined in Article 116 of the Jersey Companies
Law), in which event, unless another exemption from registration
were available, KWH would file a registration statement with the
SEC containing a prospectus with respect to the KWH common stock
that would be issued in the Transaction.

Item7.01 Regulation FD Disclosure

On April24, 2017, KWH and KWE posted on their respective websites
certain documents related to the Transaction as required by the
Takeover Code, including a copy of a non-disclosure agreement
entered into between KWH and KWE and a copy of a separate
managers powers agreement (the Separate Managers Powers
Agreement) entered into between KWE and KW Investment Management
Ltd., a wholly owned subsidiary of KWH that acts as KWEs
investment manager (the Investment Manager) to an investment
management agreement (the Investment Management Agreement)
entered into in connection with KWEs IPO. The Separate Managers
Powers Agreement sets forth certain limitations on the powers of
the Investment Manager to acquire and dispose of KWEs assets or
shares, or to make payments on KWEs account during the pendency
of the Transaction, which are actions the Investment Manager
would otherwise be entitled to take the Investment Management
Agreement. KWH and KWE also posted a copy of a transaction
agreement between them (the Transaction Agreement) providing for
certain cooperation and notification obligations of the parties
in connection with the implementation of the Transaction. Copies
of the non-disclosure agreement, the Separate Managers Powers
Agreement, the Investment Management Agreement and the
Transaction Agreement are furnished as Exhibits 99.1, 99.2, 99.3
and 99.4, respectively, to this Current Report on Form 8-K.

Also on April24, 2017, KWH issued a press release and an investor
presentation regarding the Transaction. The press release and
investor presentation are furnished as Exhibits 99.5 and 99.6,
respectively, to this Current Report on Form 8-K.

The information provided to this Item7.01, including Exhibits
99.1 99.6 to this Current Report on Form 8-K, is being is being
furnished and shall not be deemed to be filed for purposes of
Section18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference
in any filing under the Securities Act of 1933, as amended, or
the Exchange Act regardless of any general incorporation language
in such filing, except to the extent specifically set forth
therein.

Item9.01. Financial Statements and Exhibits

(d)

Exhibits

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in
respect of the Transaction, including the issuance of shares of
KWH common stock in respect of the Transaction. In connection
with such proposed share issuance, KWH expects to file a proxy
statement on Schedule 14A with the Securities and Exchange
Commission (the SEC). To the extent KWH effects the Transaction
as a scheme of arrangement under Jersey law, the issuance of KWH
common stock would not be expected to require registration under
the Securities Act of 1933, as amended (the Securities Act), as a
result of an exemption provided by Section3(a)(10) under the
Securities Act. In the event that KWH determines to effect the
Transaction to a takeover offer or otherwise in a manner that is
not exempt from the registration requirements of the Securities
Act, it will file a registration statement with the SEC
containing a prospectus with respect to the shares that would be
issued in such transaction. INVESTORS AND SECURITY HOLDERS OF KWH
ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE TRANSACTION THAT KWH WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT KWH, THE PROPOSED ISSUANCE OF KWH COMMON STOCK
AND THE TRANSACTION. The preliminary proxy statement, the
definitive proxy statement, in each case as applicable, and other
relevant materials in connection with the proposed issuance of
shares of KWH common stock and the Transaction (when they become
available), and, if required, the registration
statement/prospectus and other documents filed by KWH with the
SEC, may be obtained free of charge at the SECs website at
www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC at KWHs
website, ir.kennedywilson.com, or by contacting KWHs Investor
Relations department in writing at 151 S. El Camino Drive,
Beverly Hills, CA 90212.

KWH, KWE, their respective directors and certain KWH executive
officers may be deemed to be participants in the solicitation of
proxies from KWH stockholders with respect to the Transaction,
including the proposed issuance of shares of KWH common stock.
Information about KWHs directors and executive officers and their
ownership of KWH shares and KWE shares or securities referencing
KWE shares is provided in KWHs Annual Report on Form 10-K for the
fiscal year ended December31, 2016, which was filed with the SEC
on February27, 2017, KWHs proxy statement for its 2016 Annual
Meeting of Stockholders, which was filed with the SEC on April29,
2016, and KWEs Annual Report for the year ended December31, 2016,
which was filed with the SEC by KWH on Form 8-K on March23, 2017.
Information about the directors of KWE is provided in KWEs Annual
Report for the year ended December31, 2016, which was filed with
the SEC by KWH on Form 8-K on March23, 2017. Information
regarding the identity of the potential participants, and their
direct or indirect interests in the solicitation, by security
holdings or otherwise, will be provided in the proxy statement
and other materials to be filed with the SEC in connection with
the Transaction and issuance of shares of KWH common stock.

Forward-Looking Statements

This Current Report on Form 8-K, and the documents incorporated
by reference into this Current Report, contains forward-looking
statements concerning future events and financial performance.
These forward-looking statements are necessarily estimates
reflecting the judgment of senior management based on current
estimates, expectations, forecasts and projections and include
comments that express current opinions about trends and factors
that may impact future operating results. Disclosures that use
words such as believe, 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 companies control, and
involve known and unknown risks and uncertainties that could
cause 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. No assurance can be given that the
proposed Transaction will happen as anticipated or at all. In
evaluating these statements, you should specifically consider the
risks referred to in our filings with the SEC, including our Form
10-K, which are available on our website and at www.sec.gov,
including, but not limited to, the

following factors: the occurrence of any event, change or other
circumstance that could result in abandonment of the Transaction;
the inability to complete the Transaction in a timely manner or
at all; difficulties in successfully integrating the two
companies following completion of the Transaction and the risk of
not fully realizing expected synergies from the Transaction in
the time frame expected or at all; the risk that the announcement
and pendency of the Transaction disrupts current plans and
operations, increases operating costs, results in management
distraction or difficulties in establishing and maintaining
relationships with third parties or makes employee retention and
incentivization more difficult; the outcome of any legal
proceedings that may be instituted against the companies in
connection with the announcement and pendency of the Transaction;
any limitations on the companies ability to operate their
businesses during the pendency of the Transaction; disruptions in
general economic and business conditions, particularly in
geographies where the companies respective businesses may be
concentrated; 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,
all of which could increase costs and could limit the companies
ability to acquire additional real estate assets; continued high
levels of, or increases in, unemployment and general slowdowns in
commercial activity; the companies leverage and ability to
refinance existing indebtedness or incur additional indebtedness;
an increase in the companies debt service obligations; the
companies ability to generate a sufficient amount of cash from
operations to satisfy working capital requirements and to service
their existing and future indebtedness; the companies ability to
achieve improvements in operating efficiency; foreign currency
fluctuations; adverse changes in the securities markets; the
companies ability to retain their senior management and attract
and retain qualified and experienced employees; the companies
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 or other jurisdictions that reduce or eliminate deductions
or other tax benefits the companies receive; the possibility that
future acquisitions may not be available at favorable prices or
upon advantageous terms and conditions; the companies ability to
dispose of assets; and costs relating to the acquisition of
assets the companies may acquire could be higher than
anticipated. Except as required by law, KWH does not intend to
update publicly any forward-looking statements, whether as a
result of new information, future events, changes in assumptions
or otherwise.

About KENNEDY-WILSON HOLDINGS, INC. (NYSE:KW)
Kennedy-Wilson Holdings, Inc. is a global real estate investment company. The Company owns, operates and invests in real estate. The Company focuses on multifamily and commercial properties located in the Western United States, the United Kingdom, Ireland, Spain, Italy and Japan. The Company also provides real estate services primarily to financial services clients. The Company operates in two business segments: KW Investments and KW Services. KW Investments invests its capital in real estate-related assets. KW Services provides an array of real estate-related services to the Company and its investment partners, third-party owners, and lenders, with a focus on financial institution based clients. KW Services has five main lines of business: investment management, property services, research, brokerage, and auction and conventional sales. The Company has an ownership interest in approximately 39 million square feet of property globally, including over 24,370 multifamily rental units. KENNEDY-WILSON HOLDINGS, INC. (NYSE:KW) Recent Trading Information
KENNEDY-WILSON HOLDINGS, INC. (NYSE:KW) closed its last trading session 00.00 at 22.50 with 345,932 shares trading hands.