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 24, 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 29, 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, relating to the sale of a six-property multifamily portfolio totaling 2,199 units for a total sale price of $422 million. Prior to the sale, the Company held a 41.3% weighted average ownership in these six properties. The sale generated cash proceeds of $223 million for the Company, its commingled funds and equity partners, including net proceeds to the Company of approximately $104 million. 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 24, 2018, the Company and its equity partners, completed the previously announced sale of a six-property multifamily portfolio totaling 2,199 units for a total sale price of $422 million (the “Portfolio Transaction”). Including the Portfolio Transaction, subsequent to March 31, 2018, the Company and its equity partners sold $483 million of real estate investments in the Western U.S., United Kingdom and Ireland (together with the Portfolio Transaction, the “Transactions”). Prior to the sales, the Company held an average ownership interest of 50% in the properties that were a part of the Transactions and received approximately $134 million in net proceeds. These sales, in the aggregate, resulted in a pre-tax gain on sale of approximately $76 million to the Company.

In addition, subsequent to March 31, 2018, the Company and its equity partners acquired $162 million of real estate investments in the Western U.S. and Ireland. The Company has an average ownership interest of approximately 71% in these properties. The Company’s total equity investment in these transactions was approximately $46 million.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are filed herewith.

99.1 Press Release dated May 29, 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 29, 2018

EX-99.1

Exhibit 99.1

KENNEDY WILSON SELLS $422 MILLION MULTIFAMILY PORTFOLIO

Portfolio includes six apartment communities totaling 2,199 units across the Western U.S.

BEVERLY HILLS, Calif. (BUSINESS WIRE) – Global real estate investment company Kennedy Wilson (NYSE:KW) (“KW”) announced today the $422 million sale of a six-property multifamily portfolio totaling 2,199 units. The asset sales generated cash proceeds of $223 million for Kennedy Wilson, its commingled funds and equity partners, including net proceeds to Kennedy Wilson of approximately $104 million. The Company has a 41.3% average ownership in the six properties.

“This portfolio sale enables us to recycle capital into other strategic investment opportunities,” said William J. McMorrow, Chairman and CEO of Kennedy Wilson. “These six properties represent the successful roll-out of our value-add asset management initiatives, and we are pleased to see those efforts create compelling value for our investors.”

The six garden-style apartment communities were originally built between 1989 and 1999 and have undergone improvement plans including exterior renovations and unit upgrades under Kennedy Wilson’s ownership.

Located across four states, the properties in the portfolio include Slate Creek in Roseville, CA with 612 units; Xander 3900 in the Las Vegas Valley with 480 units; Big Trout Lodge in the City of Liberty Lake, WA with 297 units; Heatherbrae Commons in Milwaukie, OR with 174 units; Montair at Somerset Hill in Tumwater, WA with 396 units; and StonePointe in University Place, WA with 240 units.

For the year, Kennedy Wilson has completed $202 million in multifamily acquisitions totaling 956 units in the Western U.S. and Ireland. The Company also has 2,530 multifamily units under development or in design.

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

Exhibit 99.1

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

Contacts    

Investors

Daven Bhavsar, CFADirector of Investor Relations +1 (310) 887-3431dbhavsar@kennedywilson.com

or

Media

Emily Heidt

Director of Public Relations

+1 (310) 887-3499

eheidt@kennedywilson.com

Source: Kennedy Wilson