Kennedy-Wilson Holdings Inc. and Fairfax Financial Holdings Limited announced that Kennedy Wilson will be acquired, in an all cash-transaction, by an entity affiliated with a consortium led by William McMorrow, chairman and chief executive officer of the company, and certain other senior executives of the company, together with Fairfax.
The consortium will acquire all outstanding common shares of Kennedy Wilson, other than certain shares owned by the members of the consortium and their respective affiliates, for $10.90 per share in cash.
Concurrently, Fairfax has entered into a commitment letter pursuant to which Fairfax has committed to provide the consortium with funding up to an aggregate amount of $1.65 billion, which is the amount necessary to fund the cash purchase price in respect of the transaction, the redemption of preferred shares of the company not owned by the consortium, and certain other amounts required to be paid under the terms of the merger agreement.
Following consummation of the transaction, the KW Management Group, led by William McMorrow, will have effective and operational control of and will continue to lead and have ultimate responsibility for the Company and its subsidiaries. Fairfax is expected to have a majority of the economic interest in the company immediately following the closing of the transaction.
The transaction is expected to close in the second quarter of 2026, subject to the satisfaction of customary closing conditions. Upon closing, Kennedy Wilson’s common shares will cease trading on the New York Stock Exchange.
Moelis & Company LLC is serving as financial advisor to the special committee and Cravath, Swaine & Moore LLP is serving as legal advisor to the Special Committee. BofA Securities, Inc. and J.P. Morgan Securities LLC are serving as financial advisors to theconsortium and Debevoise & Plimpton LLP is serving as legal advisor to the consortium. Allen Overy Shearman Sterling LLP is serving as legal advisor to Fairfax and Latham & Watkins LLP and Ropes & Gray LLP are serving as legal advisors to Kennedy Wilson.
