8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 8, 2018

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KENNEDY-WILSON HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-33824	26-0508760
(State or other jurisdiction  of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

151 S. El Camino Drive Beverly Hills, California 90212

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (310) 887-6400

N/A

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 7.01    REGULATION FD

On May 8, 2018, Kennedy-Wilson Holdings, Inc. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Form 8-K, announcing that the Company has entered into a new joint venture with AXA Investment Managers – Real Assets to invest in multifamily assets in Ireland. The information in this Item 7.01 or in Exhibit 99.1 will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Section 11 or 12 of the Securities Act of 1933, as amended. Such information will not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 8.01    OTHER EVENTS.

On May 4, 2018, the Company entered into a joint venture (“KW – AXA JV”) with AXA Investment Managers – Real Assets (“AXA”). The KW – AXA JV will commence by AXA investing in a 50% ownership stake in 1,173 multifamily units across three assets in Dublin, Ireland (“Current PRS Assets”) currently held by the Company and its equity partner (held in 50/50 joint ventures). The Company will continue to hold the remaining 50% ownership interests in the Current PRS Assets. The KW – AXA JV will look to invest in additional multifamily units across Ireland, targeting Dublin and other large urban centers and will have priority access to all Irish multifamily investment opportunities sourced by the Company. The Company will have the right to invest in an amount up to 50% of the equity in any future investments made by the KW – AXA JV. The KW – AXA JV will be managed by the Company and the Company will receive certain fees for its services, including an asset management fee, development fee, acquisition fee and performance fee.

The Company anticipates that this transaction will close in the second quarter of 2018; however, this transaction is subject to customary closing conditions (including certain governmental approvals) and there can be no assurance that the Company will complete such transaction. Upon closing of the transaction, the Current PRS Assets will be deconsolidated from the Company’s financial statements and its investment going forward in such assets will be accounted for via the equity method.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are filed herewith.

99.1 Press Release dated May 8, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KENNEDY-WILSON HOLDINGS, INC.
By:	/s/ JUSTIN ENBODY
	Justin Enbody
	Chief Financial Officer

Date: May 8, 2018

EX-99.1

Exhibit 99.1

KENNEDY WILSON AND AXA INVESTMENT MANAGERS - REAL ASSETS ENTER INTO IRISH PRS JOINT VENTURE

May 8, 2018 – Global real estate investment company Kennedy Wilson (NYSE: KW) and AXA Investment Managers - Real Assets (“AXA IM - Real Assets”), a global leader in real asset investments and the leading⁽¹⁾ real estate portfolio and asset manager in Europe, announce that they have entered into a joint venture (“the Joint Venture”) targeting the Irish Private Rented Sector (“PRS”).

The Joint Venture with AXA IM - Real Assets, on behalf of its clients, is expected to commence with 1,173 units across three of Kennedy Wilson’s Dublin PRS schemes: Alliance, Clancy Quay and Sandford Lodge. These are premier PRS assets in prime city-centre and suburban Dublin locations. Kennedy Wilson will continue to hold its current 50% interest in the three assets.

The Joint Venture will seek PRS development and investment opportunities across Ireland, targeting Dublin and other large urban centres. Kennedy Wilson will act as overall asset manager for the Joint Venture.

Mary Ricks, President and CEO of Kennedy Wilson Europe, said: “The Kennedy Wilson Residential proposition of professionally managed, high quality PRS units and premium tenant amenities has cemented our brand in the Dublin PRS market. We have further proven our credentials as a pioneer in PRS developments, where we have already built or are under construction on 778 units across our Dublin PRS portfolio and have an attractive pipeline of future opportunities.

“The Dublin residential market has undergone significant structural change in the last five years leading to demand outstripping supply and making today’s announcement a milestone for our business in delivering much-needed rental housing. We are thrilled to be partnering with AXA IM - Real Assets, a global leader in real assets investment, and its team, who add extensive experience and significant value to our partnership. We are like-minded in sharing our positive vision and long-term outlook for the Irish PRS market and look forward to building out a premier PRS portfolio and capitalising on the exciting opportunities for future growth.”

John O’Driscoll, European Head of Transactions at AXA IM - Real Assets, commented: “We are long term investors in the private rented sector, and this transaction adds to our existing global residential portfolio which is valued at over €9 billion⁽²⁾. At the same time, we are pleased to be forming a new joint venture with Kennedy Wilson, one of the biggest PRS investor/operators in Ireland.

“The portfolio is well placed to benefit from Dublin’s continued and growing position as an attractive destination for global companies’ European HQs, whilst the market also offers strong supply-demand dynamics. We believe that these supportive underlying market dynamics will allow us to extend our already strong pipeline of Irish PRS opportunities and we look forward to working with the team at Kennedy Wilson to execute these.”

-ENDS-

Irish PRS Joint Venture

(1) Source: INREV/ANREV Fund Manager AUM Survey – May 2017 – in terms of assets under management

(2) AXA IM – Real Assets’ data (unaudited)

About Kennedy Wilson

Kennedy Wilson (NYSE:KW) is a global real estate investment company. We own, operate, and invest in real estate both on our own and through our investment management platform. We focus on multifamily and office properties located in the Western U.S., UK, and Ireland.

For further information on Kennedy Wilson, please visit: www.kennedywilson.com.

Special Note Regarding Forward-Looking Statements

Statements in this press release that are not historical facts are “forward-looking statements” within the meaning of U.S. federal securities laws. These forward-looking statements are estimates that reflect our management’s current expectations, are based on assumptions that may prove to be inaccurate and involve known and unknown risks. Accordingly, our actual results or performance may differ materially and adversely from the results or performance expressed or implied by these forward-looking statements, including for reasons that are beyond our control. For example, we may not be able to maintain our current acquisition or disposition pace or identify future properties to acquire on terms we consider attractive, and our current property portfolio may not perform as expected. Accordingly, you should not unduly rely on these statements, which speak only as of the date of this press release. We assume no duty to update the forward-looking statements, except as may be required by law.

KW-IR

For further information, please contact:

Investors: Daven Bhavsar, CFA Director of Investor Relations +1 (310) 887-3431 dbhavsar@kennedywilson.com	Media: Emily Heidt Director of Public Relations +1 (310) 887-3499 eheidt@kennedywilson.com
Press: Ireland Q4 Public Relations Martin Mackin +353 1 475 1444   martin@q4pr.ie	UK FTI Consulting Dido Laurimore / Tom Gough +44 20 3727 1000 kennedywilson@fticonsulting.com

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