Kennedy-Wilson Holdings: Major Acquisition by Fairfax-led Consortium
Kennedy-Wilson Holdings Announces Strategic Acquisition by Consortium
Kennedy-Wilson Holdings has unveiled its plan to enter a definitive acquisition agreement through an all-cash transaction. This major financial move involves an entity linked to a consortium led by the company's Chairman and CEO, William McMorrow, in collaboration with senior executives and Fairfax Financial Holdings Limited.
Under the terms of the merger agreement, the consortium will acquire all outstanding common shares of Kennedy-Wilson Holdings, Inc., excluding those shares already in consortium possession and their affiliates, for $10.90 per share. This reflects a remarkable 46% premium based on the share price as of November 4, 2025. The consortium members have agreed to endorse the transaction through voting and support agreements, underlining their commitment.
Fairfax Financial Holdings has pledged up to $1.65 billion in funding through a commitment letter, enhancing the consortium's financial capabilities to meet the cash purchase price and redeem preferred shares not held by consortium affiliates. Notably, the deal is insulated from the necessity of securing additional financing.
The current management team, led by William McMorrow, will retain operational control post-acquisition, while Fairfax is slated to acquire a significant economic stake. The acquisition received unanimous approval from Kennedy-Wilson's board of directors following a recommendation from a special committee of independent directors, supported by expert financial and legal advisors.
Projected to close in the second quarter of 2026, the acquisition is subject to customary closing conditions. These include majority shareholder approval, consent from unaffiliated equity holders, necessary regulatory compliance approvals, and the fulfillment of obligatory waiting periods.
Pre-acquisition, Kennedy-Wilson’s board may approve up to two quarterly dividends of $0.12 per share. Once finalized, Kennedy-Wilson's shares will be deregistered from the New York Stock Exchange, aligning with regulatory compliance requirements.
The special committee is advised by Moelis & Company LLC and Cravath, Swaine & Moore LLP on financial and legal matters, respectively. The consortium's financial guidance comes from BofA Securities, Inc. and J.P. Morgan Securities LLC, with Debevoise & Plimpton LLP providing legal advice. Allen Overy Shearman Sterling LLP is the legal advisor to Fairfax, while Kennedy-Wilson is legally represented by Latham & Watkins LLP and Ropes & Gray LLP.
Kennedy-Wilson, a prominent real estate investment enterprise, manages assets worth $31 billion across the U.S., UK, and Ireland. Since its public offering in 2009, the company has transacted over $60 billion, focusing on equity and debt investments through its robust platform. In light of the acquisition, Kennedy-Wilson will not conduct an earnings call for Q4 and full-year 2025 results, or for future quarters until the deal's finalization. Fairfax, through its subsidiaries, is primarily engaged in property and casualty insurance, reinsurance, and investment risk management.