Announcement • Jun 17
A consortium led by William McMorrow, Chairman and Chief Executive Officer, other senior executives of Kennedy Wilson and Fairfax Financial Holdings Limited (TSX:FFH) completed the acquisition of remaining 77.59% stake in Kennedy-Wilson Holdings, Inc. (NYSE:KW) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Eldridge Industries LLC, and others.
A consortium led by William McMorrow, Chairman and Chief Executive Officer, other senior executives of Kennedy Wilson and Fairfax Financial Holdings Limited (TSX:FFH) proposed to acquire remaining 69.35% stake in Kennedy-Wilson Holdings, Inc. (NYSE:KW) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Eldridge Industries LLC, and others for $1.2 billion on November 4, 2025. A cash consideration of $975.3 million valued at $10.25 per share will be paid by the consortium. A consortium led by William McMorrow, Chairman and Chief Executive Officer, other senior executives of Kennedy Wilson and Fairfax Financial Holdings Limited entered into a definitive agreement to acquire remaining 77.59% stake in Kennedy-Wilson from BlackRock, Inc., The Vanguard Group, Inc., Eldridge Industries LLC, and others for approximately $1.2 billion on February 16, 2026. Under the terms of the merger agreement, 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. Post this transaction, the consortium will hold 100% stake in Kennedy-Wilson Holdings, Inc.
Concurrent with entering into the Merger Agreement, 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. Kennedy-Wilson would be required to pay a termination fee equal to $42.7 million if the merger agreement is validly terminated and $400 million incase of vice versa.
Completion of the Merger is subject to certain closing conditions, including (i)(a) the approval of a majority of the outstanding voting power of the Common Stock, (x) the Series A Preferred Stock (y) the Series B Preferred Stock and (z) the Series C Preferred Stock, in each case entitled to vote on the proposal to adopt the Merger Agreement, voting as a single class and (b) the approval by a majority of the votes cast by equityholders of the Kennedy-Wilson entitled to vote on the proposal to adopt the Merger Agreement, other than the Security Holders and their affiliates, voting as a single class (clauses (a) and (b), together, the “Kennedy-Wilson Stockholder Approvals”) (ii) the absence of any law that enjoins, restrains or otherwise prohibits or makes illegal the consummation of the Merger; (iii) the failure to obtain any required regulatory approvals for the proposed transaction, including the termination or expiration of any required waiting periods; (iv) the accuracy of the other party’s representations and warranties and (v) the other party’s compliance in all material respects with its pre-closing covenants and agreements. (vi) no Material Adverse Effect has occurred since the date of the Merger Agreement that is continuing as of the Effective Time. The completion of the Merger is not subject to any financing condition. The Transactions was subject to approval of Board of Directors of Kennedy-Wilson and the same has been approved upon the unanimous recommendation of a special committee of the Board. The Board of Directors of Kennedy-Wilson Holdings, Inc. formed a special committee for the transaction. The Transaction is expected to close in the second quarter of 2026. On June 10, 2026, Kennedy-Wilson shareholders approved the merger, and the transaction will close on or about June 16, 2026, subject to the satisfaction of customary closing conditions.
On February 16, 2026, concurrently with the execution and delivery of the Merger Agreement, Kennedy-Wilson entered into Voting and Support Agreements with each Rollover Stockholder and each holder of the Series B Preferred Stock, the Series C Preferred Stock and the Warrants (collectively, the “Security Holders”) and, as applicable, Hamblin Watsa Investment Counsel Ltd., pursuant to which, the Security Holders have agreed to vote all of their shares of Common Stock and Preferred Stock, entitled to vote in favor of the adoption of the Merger Agreement and the approval of the Transaction. Upon the closing of the Transaction, Kennedy Wilson’s common shares will cease trading on the New York Stock Exchange (“NYSE”) and will be deregistered under applicable rules of the Securities and Exchange Commission. On May 19, 2026, the law firm of Wohl & Fruchter LLP has renewed its investigation into the fairness of the proposed sale of Kennedy-Wilson Holdings (NYSE: KW) (“KW”) for $10.90 per share in cash in a take-private transaction. The sale was approved upon the recommendation of a purportedly independent special committee of the KW board of directors.
Moelis & Company LLC is serving as financial advisor for a fee of $2.5 million and fairness opinion provider for a fee of $2.5 million, and the team of Cravath, Swaine & Moore LLP led by Faiza J. Saeed, Cole DuMond, Alexander E. Greenberg, Andrew J. Pitts, Stephen M. Kessing, Ryan J. Patrone, Christopher K. Fargo, Jonathan J. Katz, Sasha Rosenthal-Larrea, Jesse M. Weiss, Matthew Morreale, Joyce Law, Brian M. Budnick, Elisa B. Kong and Mohamed Camara is serving as legal advisor to the Special Committee of Kennedy-Wilson. BofA Securities, Inc. and J.P. Morgan Securities LLC are serving as financial advisors and Jeffrey J. Rosen, Gordon S. Moodie and Emily F. Huang of Debevoise & Plimpton LLP is serving as legal advisor to the Consortium. Sean Skiffington, Ryan Robski, Michael Steinberg, Larry Crouch, Jon Cheng, Ken Rivlin, and Ana Aur of Allen Overy Shearman Sterling LLP is serving as legal advisor to Fairfax and the team of Latham & Watkins LLP led by Julian Kleindorfer, Brian Duff, Arash Aminian Baghai, Ana O'Brien, Eric Cho, Elizabeth Oh, Jeffrey Tochner, Clayton Northouse, Julie Crisp, Aron Potash, Douglas Heitner, Aida Vajzovic, Shira Bressler, Paul Rosen, Patrick English, David Brenneman, Jana Dammann, Tomas Nilsson, Daniel Dominguez and Ruchit Patel of Ropes & Gray, LLP are serving as legal advisors to Kennedy Wilson. Innisfree M&A Incorporated acted as information agent for Kennedy-Wilson Holdings, Inc. for a fee of $125,000.
A consortium led by William McMorrow, Chairman and Chief Executive Officer, other senior executives of Kennedy Wilson and Fairfax Financial Holdings Limited (TSX:FFH) completed the acquisition of remaining 77.59% stake in Kennedy-Wilson Holdings, Inc. (NYSE:KW) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Eldridge Industries LLC, and others on June 16, 2026. Kennedy Wilson Management Group, led by William McMorrow, has effective and operational control of and continues to lead and have ultimate responsibility for Kennedy Wilson and its subsidiaries while Fairfax holds a majority of the economic interest. On completion, Kennedy-Wilson Holdings, Inc.'s common stock has ceased trading on the New York Stock Exchange.