FWP 1 d20600dfwp.htm FWP FWP
Pricing Term Sheet    Issuer Free Writing Prospectus
Dated March 1, 2021    Filed Pursuant to Rule 433

Registration Statement No. 333-235473

Supplementing the Preliminary

Prospectus Supplement dated March 1, 2021

(To Prospectus dated December 12, 2019)

Kennedy-Wilson, Inc.

4.750% Senior Notes due 2029

5.000% Senior Notes due 2031

 

 

The information in this pricing term sheet relates to the offering (the “Offering”) of the 4.750% Senior Notes due 2029 of Kennedy- Wilson, Inc. (the “Issuer”) and the 5.000% Senior Notes due 2031 of the Issuer and should be read together with the preliminary prospectus supplement dated March 1, 2021 relating to the Offering (the “Preliminary Prospectus Supplement”) and the prospectus dated December 12, 2019, including the documents incorporated by reference therein, relating to Registration Statement No. 333-235473. The information in this pricing term sheet supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying prospectus. Terms used but not defined herein have the meanings given in the Preliminary Prospectus Supplement.

The Issuer has increased the size of the Offering to $100,000,000 aggregate principal amount of its 4.750% Senior Notes due 2029 and $100,000,000 aggregate principal amount of its 5.000% Senior Notes due 2031. Conforming changes will be deemed made wherever applicable in the Preliminary Prospectus Supplement to reflect such increase.

 

Issuer    Kennedy-Wilson, Inc. (the “Issuer”)
Securities    4.750% Senior Notes due 2029 (the “2029 Notes”) and 5.000% Senior Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”).
   The Notes will be additional notes issued under the Indenture pursuant to which the Issuer previously issued $500,000,000 aggregate principal amount of 4.750% Senior Notes due 2029 and $500,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “Initial Notes”).
Principal Amount:   
    2029 Notes    $100,000,000
    2031 Notes    $100,000,000
Format    SEC Registered
Maturity:   
    2029 Notes    March 1, 2029


    2031 Notes    March 1, 2031
Coupon (Interest Rate):   
    2029 Notes    4.750% per annum
    2031 Notes    5.000% per annum
Public Offering Price:   
    2029 Notes    102.250% per 2029 Note, plus accrued interest
    2031 Notes    102.000% per 2031 Note, plus accrued interest
   Accrued interest on the Notes will be paid by the purchasers of the Notes from and including February 11, 2021 to, but excluding, the Settlement Date of the Notes.
Gross Proceeds:   
    2029 Notes    $102,250,000
    2031 Notes    $102,000,000
Yield to Worst:   
    2029 Notes    4.241% per annum
    2031 Notes    4.695% per annum
Yield to Maturity:   
    2029 Notes    4.411% per annum
    2031 Notes    4.745% per annum
Interest Payment Dates    March 1 and September 1, beginning on September 1, 2021
Record Dates    February 15 and August 15
Optional Redemption    Callable during the 12-month period commencing on March 1 of the years, and at the prices (expressed as percentages of the principal amount), set forth below corresponding to the applicable series of Notes:

 

2029 Notes

   

2031 Notes

 

Period

   Redemption
Price
   

Period

   Redemption
Price
 

2024

     102.375   2026      102.500

2025

     101.188   2027      101.667

2026 and thereafter

     100.000   2028      100.833
     2029 and thereafter      100.000

 

Optional Redemption with   
    Equity Proceeds    Prior to March 1, 2024, up to 40.0% at a redemption price equal to 104.750% (in the case of the 2029 Notes) or 105.000% (in the case of the 2031 Notes) of the aggregate principal amount thereof (including the Notes of the applicable series described herein), plus accrued and unpaid interest, if any, to the redemption date.
Make-Whole Redemption    At any time prior to March 1, 2024 (in the case of the 2029 Notes) or March 1, 2026 (in the case of the 2031 Notes), the Issuer may redeem the Notes, in whole or in part, at a “make-whole” premium, plus accrued and unpaid interest to the redemption date. The “make-whole” will be determined as described in the Preliminary Prospectus Supplement under the caption “Description of the Notes—Optional Redemption.”


Trade Date    March 1, 2021
Settlement Date    March 15, 2021 (T+10)
   The Issuer expects that delivery of the Notes will be made to investors on or about the Settlement Date, which will be the tenth business day following the Trade Date (such settlement being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required, subject to certain exceptions, to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next seven trading days thereafter will be required, by virtue of the fact that the Notes initially will settle in T+10, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement. Those purchasers should consult their advisors.
Use of Proceeds    The Issuer estimates that the net cash proceeds from the sale of the Notes will be approximately $201.9 million, after deducting underwriting discounts and commissions and estimated offering expenses to be paid by the Issuer.
   The Issuer intends to use the net proceeds from the issuance and sale of the Notes, together with a portion of the net proceeds of the Initial Notes offering and cash on hand, to redeem the remaining $573.1 million aggregate outstanding principal amount of the 2024 Notes, pay down a portion of its revolving line of credit and pay related transaction expenses.
Investment by Affiliated Party    An entity affiliated with one of our directors has indicated its intent to purchase $12.5 million in aggregate principal amount of 2029 Notes and $12.5 million in aggregate principal amount of 2031 Notes.
CUSIP / ISIN Numbers:   
    2029 Notes    489399 AL9 / US489399AL90
    2031 Notes    489399 AM7 / US489399AM73
Minimum Denominations    $2,000 and integral multiples of $1,000 in excess thereof
Joint Book-Running Managers    BofA Securities, Inc.
   J.P. Morgan Securities LLC
   Deutsche Bank Securities Inc.
   U.S. Bancorp Investments, Inc.
   Fifth Third Securities, Inc.
   Goldman Sachs & Co. LLC
Co-Manager    BBVA Securities Inc.

* * *


The Issuer has filed a registration statement (including the Preliminary Prospectus Supplement and an accompanying prospectus dated December 12, 2019) with the Securities and Exchange Commission (the “SEC”) for the Offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement and the accompanying prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may be obtained from BofA Securities, Inc. by mail at NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, email at dg.prospectus_requests@bofa.com or call toll-free at (800) 294-1322.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.