Commentary & Deal Flow

Kennedy Wilson Announces the Final Results of Its Previously Announced Tender Offer

November 11, 2022 06:15 AM Eastern Standard Time

BEVERLY HILLS, Calif.--(BUSINESS WIRE)--Kennedy Wilson Europe Real Estate Limited (“KWE”), a wholly-owned subsidiary of global real estate investment company Kennedy Wilson (NYSE: KW) (the “Company”), announced today the results of its previously announced cash tender offer (the “Tender Offer”) to purchase up to €150 million in aggregate nominal amount of its €550 million outstanding euro-denominated 3.25% Notes due 2025 (the “KWE Notes”). A total of €75,000,000 in aggregate nominal amount of the KWE Notes, or 13.64% of the €550 million aggregate nominal amount of the KWE Notes outstanding prior to the Tender Offer, has been validly tendered for purchase pursuant to the Tender Offer. KWE accepted for purchase all of the KWE Notes validly tendered pursuant to the Tender Offer.

As previously announced, the purchase price for the KWE Notes validly tendered and accepted for purchase pursuant to the Tender Offer was a price equal to 82.0% of the nominal amount of the relevant KWE Notes, plus accrued and unpaid interest to, but not including, November 16, 2022 (the anticipated settlement date for the Tender Offer). The total Tender Offer consideration of €61.5 million, including accrued and unpaid interest, will be funded primarily from a draw on the Company’s corporate revolving line of credit. Following settlement of the Tender Offer, €475,000,000 in aggregate nominal amount of the KWE Notes will remain outstanding.

This press release is neither an offer to purchase nor a solicitation to buy any of the KWE Notes nor is it a solicitation for acceptance of the Tender Offer.

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Kennedy Wilson Europe Real Estate Limited Announces Tender Offer for its EUR550,000,000 3.250 per cent. Notes due 2025

4 November 2022. Kennedy Wilson Europe Real Estate Limited (the Offeror) announces today its invitation to holders of its EUR550,000,000 3.250 per cent. Notes due 2025 (ISIN: XS1321149434) (the Notes) to tender their Notes for purchase by the Offeror for cash (the Offer). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 4 November 2022 (the Tender Offer Memorandum) prepared by the Offeror, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Summary
A summary of certain of the terms of the Offer appears below:

Description of the Notes ISIN/ Common Code Outstanding Nominal Amount Purchase Price Maximum Acceptance Amount
EUR550,000,000 3.250 per cent. Notes due 2025 XS1321149434 / 132114943 EUR550,000,000 82 per cent.
Subject as set out in the Tender Offer Memorandum, up to EUR150,000,000 in aggregate nominal amount
Rationale for the Offer: The purpose for the Offer is to provide liquidity to those holders whose Notes are accepted. Simultaneously, the Offer will enable the Offeror to optimise its balance sheet structure and future interest expense, whilst maintaining a prudent approach to liquidity. Notes purchased by the Offeror pursuant to the Offer will be cancelled and will not be re-issued or re-sold.
Details of the Offer
Purchase Price: The Offeror will pay for Notes accepted by it for purchase pursuant to the Offer a price equal to 82 per cent. of the nominal amount of the relevant Notes (the Purchase Price).
Accrued Interest: The Offeror will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.
For the avoidance of doubt, in respect of the interest payment date for the Notes falling on 12 November 2022, all Noteholders will receive an interest payment in respect of the Notes they hold in accordance with the terms and conditions of the Notes. In addition, Noteholders whose Notes are accepted for purchase pursuant to the Offer will receive an Accrued Interest Payment in respect of the period from (and including) the immediately preceding interest payment date for the Notes (i.e., 12 November 2022) to (but excluding) the Settlement Date.
Final Acceptance Amount and pro rata scaling: The Offeror proposes to accept for purchase pursuant to the Offer up to EUR150,000,000 in aggregate nominal amount of the Notes (the Maximum Acceptance Amount), although the Offeror reserves the right, in its sole and absolute discretion, to accept significantly more or significantly less than (or none of) such amount for purchase pursuant to the Offer (the final aggregate nominal amount of Notes accepted for purchase pursuant to the Offer being the Final Acceptance Amount).
If the aggregate nominal amount of Notes validly tendered for purchase pursuant to the Offer is greater than the Final Acceptance Amount, Notes may be accepted for purchase on a pro rata basis, as fully described in the Tender Offer Memorandum.
Tender Instructions: In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment pursuant to, the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (CET) on 10 November 2022. Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of no less than EUR100,000, being the minimum denomination of the Notes, and may be submitted in integral amounts of EUR100,000 thereafter.
A separate Tender Instruction must be completed on behalf of each beneficial owner.
Indicative Timetable for the Offer:
Events - Times and Dates (All times are CET)

Commencement of the Offer: Offer announced. Tender Offer Memorandum available from the Offer Website and from the Tender Agent. Friday, 4 November 2022
Expiration Deadline: Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offer.
5.00 p.m. on Thursday, 10 November 2022
Announcement of Results: Announcement of whether the Offeror will accept valid tenders of Notes pursuant to the Offer and, if so accepted, the Final Acceptance Amount and details of any pro rata scaling. As soon as reasonably practicable on Friday, 11 November 2022
Settlement Date: Expected Settlement Date for the Offer. Payment of the Purchase Price and Accrued Interest for any Notes accepted for purchase and settlement of such purchases. Wednesday, 16 November 2022 (which is three Business Days following the announcement of results)
The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of and/or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Offeror to so extend, re-open, amend, waive any condition of and/or terminate the Offer.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be found on the relevant Reuters Insider Screen and be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact the Dealer Manager for information using the contact details below.
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.
J.P. Morgan Securities plc (Telephone: +44 20 7134 2468; Attention: Liability Management; Email: liability_management_EMEA@jpmorgan.com) is acting as Dealer Manager for the Offer and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Thomas Choquet; Email: kennedywilson@is.kroll.com; Offer Website: https://deals.is.kroll.com/kennedywilson) is acting as Tender Agent.