KENNEDY-WILSON HOLDINGS, INC. (NYSE:KW) Files An 8-K Regulation FD Disclosure
Item7.01 Regulation FD Disclosure
On April24, 2017, Kennedy-Wilson Holdings, Inc. (KWH) issued an
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) by means of a
court sanctioned scheme of arrangement under Article 125 of the
Jersey Companies Law. On June13, 2017, KWH issued a further
announcement (the New Offer Announcement) to Rule 2.7 of the
Takeover Code amending the terms of the proposed acquisition to
include a new alternative proposal alongside KWHs previously
announced offer (such proposed transaction, as so amended, the
Transaction).
On June26, 2017, KWH filed a preliminary proxy statement on
Schedule 14A with the Securities and Exchange Commission that
includes, among other things, a proposal that KWHs stockholders
approve the issuance of shares of KWH common stock in connection
with the Transaction. The KWH proxy statement includes certain
unaudited prospective financial information relating to KWH, KWE
and the combined company following the Transaction. As certain of
the unaudited prospective financial information may be deemed a
Profit Forecast under the Takeover Code, KPMG LLP (KPMG), KWHs
reporting accountant, and Goldman Sachs International (Goldman
Sachs), KWHs financial advisor, issued reports to KWH under the
Takeover Code confirming that the Profit Forecast, in the case of
KPMG, had been properly compiled on the basis stated, and in the
case of Goldman Sachs, had been compiled with due care and
consideration, each such report prepared solely for purposes of
complying with Rule 28.2 of the Takeover Code. The KPMG and
Goldman Sachs reports are contained in the Regulatory Information
Service announcement attached hereto as Exhibit 99.1 and
incorporated herein by reference.
The information provided to this Item7.01, including Exhibit 99.1
to this Current Report on Form 8-K, 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, (the Securities
Act) or the Exchange Act regardless of any general incorporation
language in such filing.
Item8.01 Other Events
On June23, 2017, KWH, KWE, KW Investment Management Limited (KW
Investment Management) and the independent non-executive
directors (the INEDs) of KWE entered into an indemnity agreement
to which KWH and KW Investment Management, subject to certain
exceptions and limitations, will hold harmless and indemnify KWE
and the INEDs for liability arising from any inaccuracies,
deficiencies and omissions relating to certain KWE information
communicated externally or filed with a regulatory body. A copy
of the indemnity agreement is attached hereto as Exhibit 99.2 and
incorporated herein by reference.
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. On June26, 2017,
in connection with such proposed share issuance, KWH filed a
preliminary proxy statement on Schedule 14A with the Securities
and Exchange Commission (the SEC) and will file its definitive
proxy statement with the SEC at a later date. Following the
filing of the definitive proxy statement with the SEC, KWH will
mail the definitive proxy statement and a proxy card to each
shareholder entitled to vote at the special meeting relating to
the proposed acquisition. 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 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 believes that KWH, KWE, their respective directors and
certain KWH executive officers may be deemed to be participants
in the solicitation of proxies from KWH shareholders 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 2017 Annual Meeting of Stockholders, which was
filed with the SEC on April28, 2017, 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 definitive 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.
Item9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 |
Regulatory Information Services announcement, dated June27, 2017. |
|
| 99.2 |
Indemnity Agreement between Kennedy-Wilson Holdings, Inc., Kennedy Wilson Europe Real Estate plc, KW Investment Management Limited and the KWE INEDs, dated June 23, 2017. |
Kennedy-Wilson Holdings, Inc. ExhibitEX-99.1 2 d416756dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 NOT FOR RELEASE,…To view the full exhibit click here 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.