Kennedy-Wilson (KW) Proxy filing summary

Executive summary

• Announced a $1.8 billion private offering of senior notes due 2031 and 2033, targeting qualified institutional buyers and non-U.S. persons under Rule 144A and Regulation S.

• Proceeds from the offering, if the merger closes, will be used to redeem existing notes, purchase other outstanding notes, and for general corporate purposes.

• If the merger is not completed by November 16, 2026, the notes will be subject to mandatory redemption at par plus accrued interest, with Fairfax committed to cover any escrow shortfall.

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

• Forward-looking statements highlight significant risks, including the possibility the merger may not be consummated and the impact on shareholders.

Voting matters and shareholder proposals

• The merger will be submitted for shareholder approval at a special meeting, with details to be provided in the definitive proxy statement.

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

Board of directors and corporate governance

• The merger agreement involves key executives, including the Chairman and CEO, as part of the acquiring consortium.

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