Pricing Term Sheet | Issuer Free Writing Prospectus | |
Dated August 9, 2021 | Filed Pursuant to Rule 433 | |
Registration Statement No. 333-235473 | ||
Supplementing the Preliminary | ||
Prospectus Supplement dated August 9, 2021 | ||
(To Prospectus dated December 12, 2019) |
Kennedy-Wilson, Inc.
4.75% Senior Notes due 2030
The information in this pricing term sheet relates to the offering (the Offering) of the 4.75% Senior Notes due 2030 of Kennedy-Wilson, Inc. (the Issuer) and should be read together with the preliminary prospectus supplement dated August 9, 2021 relating to the Offering (the Preliminary Prospectus Supplement) and the prospectus dated December 12, 2019, including the documents incorporated by reference therein, relating to Registration Statement No. 333-235473. The information in this pricing term sheet supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying prospectus. Terms used but not defined herein have the meanings given in the Preliminary Prospectus Supplement.
Issuer | Kennedy-Wilson, Inc. (the Issuer). | |||
Securities | 4.75% Senior Notes due 2030 (the Notes). | |||
Principal Amount | $600,000,000. | |||
Format | SEC Registered. | |||
Maturity | February 1, 2030. | |||
Coupon (Interest Rate) | 4.75% per annum. | |||
Public Offering Price | 100% of the principal amount, plus accrued interest, if any, from August 23, 2021, if settlement occurs after that date. | |||
Yield to Maturity | 4.75% per annum. | |||
Interest Payment Dates | March 1 and September 1, beginning on March 1, 2022. In addition, February 1, 2030 will be regular interest payment date for the notes. | |||
Regular Record Dates | February 15 and August 15; provided, however, that the Regular Record Date for the Interest Payment Date occurring on | |||
February 1, 2030 will be January 15, 2030. |
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Optional Redemption | Callable during the 12-month period commencing on September 1 of the years, and at the prices (expressed as percentages of the principal amount), set forth below corresponding to the applicable series of Notes: | |||
Period |
Redemption Price | |||
2024 | 102.375% | |||
2025 | 101.188% | |||
2026 and thereafter | 100.000% | |||
Optional Redemption with Equity Proceeds |
Prior to September 1, 2024, up to 40.0% at a redemption price equal to 104.75% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. | |||
Make-Whole Redemption | At any time prior to September 1, 2024, the Issuer may redeem the Notes, in whole or in part, at a make-whole premium, plus accrued and unpaid interest to the redemption date. The make-whole will be determined as described in the Preliminary Prospectus Supplement under the caption Description of the NotesOptional Redemption. | |||
Trade Date | August 9, 2021. | |||
Settlement Date | August 23, 2021 (T+10). | |||
The Issuer expects that delivery of the Notes will be made to investors on or about the Settlement Date, which will be the tenth business day following the Trade Date (such settlement being referred to as T+10). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required, subject to certain exceptions, to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to sell their Notes before the second business day prior to the Settlement Date will be required, by virtue of the fact that the Notes initially settle in T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Those purchasers should consult their advisors. | ||||
Use of Proceeds | The Issuer estimates that the net cash proceeds from the sale of the Notes will be approximately $593.7 million, after deducting underwriting discounts and commissions and estimated offering expenses to be paid by the Issuer. |
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The Issuer intends to use the net proceeds, together with cash on hand, to redeem in full all of the outstanding KWE Bonds (£219.8 million outstanding principal amount), including accrued and unpaid interest and related premiums and expenses, and to repay approximately $289.3 million of the outstanding principal balance under its revolving line of credit. | ||||
Investment by Affiliated Party | An entity affiliated with one of our directors has indicated its intent to purchase up to $10.0 million in aggregate principal amount of Notes. | |||
CUSIP / ISIN Numbers | 489399 AN5 / US489399AN56. | |||
Minimum Denominations | $2,000 and integral multiples of $1,000 in excess thereof. | |||
Joint Book-Running Managers | BofA Securities, Inc. J.P. Morgan Securities LLC Deutsche Bank Securities Inc. U.S. Bancorp Investments, Inc. Fifth Third Securities, Inc. Goldman Sachs & Co. LLC | |||
Co-Managers | PNC Capital Markets LLC Evercore Group L.L.C. |
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The Issuer has filed a registration statement (including the Preliminary Prospectus Supplement and an accompanying prospectus dated December 12, 2019) with the Securities and Exchange Commission (the SEC) for the Offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement and the accompanying prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may be obtained from BofA Securities, Inc. by mail at NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, email at dg.prospectus_requests@bofa.com or call toll-free at (800) 294-1322.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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