Kennedy-Wilson (KW) Proxy filing summary

Executive summary

• Announced pricing of $1.8 billion in senior notes: $1.1 billion at 7.000% due 2031 and $700 million at 7.250% due 2033, offered to qualified institutional buyers and non-U.S. persons.

• Proceeds from the offering are intended to redeem existing notes, make an offer to purchase other outstanding notes, repay unsecured credit facility debt, and for general corporate purposes if the merger closes.

• If the merger is not completed by November 16, 2026, the notes will be subject to a special mandatory redemption at 100% of the issue price plus accrued interest.

• Fairfax has committed to fund any shortfall in the escrow account for the special mandatory redemption.

• The merger involves a consortium led by senior executives and Fairfax, with the company continuing as the surviving entity post-merger.

Voting matters and shareholder proposals

• A special meeting of stockholders will be called to approve the merger, with a definitive proxy statement to be filed and distributed.

• Directors, executive officers, and certain employees may be deemed participants in the proxy solicitation for the merger.

Board of directors and corporate governance

• The merger consortium includes the Chairman/CEO and other senior executives, indicating direct board and management involvement in the transaction.

• Information on director and executive officer compensation, security ownership, and related transactions will be disclosed in the proxy statement.