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):

June 27, 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 June 27, 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 the completion of the previously announced 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 June 26, 2018, the Company closed the previously announced joint venture (“New JV”) with AXA Investment Managers – Real Assets (“AXA”). The New JV commenced with AXA investing in a 50% ownership stake in 1,173 multifamily units across three assets in Dublin, Ireland (“Current PRS Assets”) previously 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 through its ownership in the New JV. The New 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 New JV. The New JV will be managed by the Company and the Company will receive certain fees for its services, including asset management, development, acquisition and performance fees. 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 June 27, 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: June 27, 2018

EX-99.1

Exhibit 99.1

KENNEDY WILSON COMPLETES IRISH PRS JOINT VENTURE WITH AXA INVESTMENT MANAGERS - REAL ASSETS

June 27, 2018 – Global real estate investment company Kennedy Wilson (NYSE: KW) has completed the formation of its joint venture (“the Joint Venture”), targeting the Irish Private Rented Sector (“PRS”), with AXA Investment Managers - Real Assets (“AXA IM - Real Assets”), acting on behalf of its clients, as it seeks further development and investment opportunities across Ireland.

The Joint Venture currently totals 1,173 units across three of Kennedy Wilson’s premier Dublin PRS assets: Alliance, Clancy Quay and Sandford Lodge. Kennedy Wilson continues to hold its current 50% interest in the three assets, which are in prime city locations.

The Joint Venture will target PRS development and investment opportunities across Ireland, both in 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: “We have achieved a milestone in completing this major Joint Venture agreement with AXA IM - Real Assets, a global leader in real assets investment, who shares our very positive outlook for the PRS market in Ireland. Strong economic growth and favorable demographic trends underpin continuing demand for rental units, where we aim to play a significant role in bringing much-needed new supply to the rental market.

“Our immediate focus is on increasing the number of high quality rental units in the portfolio, through both acquisition and development activity and further cementing our reputation as the leading PRS operator in the market.”

-ENDS-

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.

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

Irish PRS Joint Venture

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

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

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