UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
 
FORM 8-K
_____________
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
June 12, 2019
_____________
KENNEDY-WILSON HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
_____________
 
                           
Delaware
 
001-33824
 
26-0508760
 (State or other jurisdiction
 of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
151 S. El Camino Drive Beverly Hills, California 90212
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (310) 887-6400
 
N/A
(Former name or former address, if changed since last report.)
_____________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐



 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $.0001 par value
KW
NYSE
 



 

ITEM 7.01    REGULATION FD

On June 12, 2019, Kennedy-Wilson Holdings, Inc. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Form 8-K, announcing that the Company has expanded its joint venture relationship with AXA Investment Managers – Real Assets in Ireland. The information in this Item 7.01 or in Exhibit 99.1 will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Section 11 or 12 of the Securities Act of 1933, as amended. Such information will not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 8.01    OTHER EVENTS.

On June 6, 2019, the Company expanded its joint venture relationship (“KW – AXA JV”) with AXA Investment Managers – Real Assets (“AXA”) with the formation of a new 50:50 joint venture with respect to the Capital Dock mixed-use campus (“Capital Dock”) and adjoining State Street building in Dublin, Ireland. The KW – AXA JV will commence by AXA investing in a 50% ownership stake in the Capital Dock and the State Street building from the Company’s former equity partners in such assets. In connection with the commencement of the KW – AXA JV, the Company increased its ownership interest in Capital Dock to 50% from 42.5% by purchasing an additional 7.5% ownership interest held by a former equity partner. The Company will continue to hold a 50% ownership interest in the State Street building. The KW – AXA JV will be managed by the Company and the Company will receive certain fees for its services, including an asset management fee, development fee, acquisition fee and performance fee. Capital Dock and the State Street building will be deconsolidated from the Company’s financial statements and its investment going forward in such assets will be accounted for as an unconsolidated investment utilizing the fair value option election.

The Company also recently completed the refinancing of the construction loan on the Capital Dock property with a five-year floating-rate interest only loan that bears an effective interest rate of 1.56%.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are filed herewith.

99.1






 


SIGNATURES
    
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
                    
    
 
KENNEDY-WILSON HOLDINGS, INC.
 
 
 
 
By:
/s/ JUSTIN ENBODY
 
 
Justin Enbody
 
 
Chief Financial Officer


 
Date: June 12, 2019




Exhibit 99.1
KWLOGO.JPG
151 S. El Camino Dr.
Beverly Hills, CA 90212
www.kennedywilson.com



KENNEDY WILSON INCREASES LONG-TERM STAKE IN
CAPITAL DOCK MIXED-USE CAMPUS

June 12, 2019 – Global real estate investment company Kennedy Wilson (NYSE: KW) has increased its stake in the Capital Dock mixed-use campus (1) , in Dublin, to 50% from 42.5%. AXA Investment Managers - Real Assets (“AXA IM - Real Assets”), a global leader in real asset investments and the leading (2) real estate portfolio and asset manager in Europe, acting on behalf of clients, simultaneously acquired the remaining outstanding stakes from the other two investors in the project, including the adjoining State Street building. Kennedy Wilson’s share in the State Street building will be maintained at 50% and Kennedy Wilson will continue to act as asset manager for the entire mixed-use campus.
With water views on three sides and fronting the River Liffey, Capital Dock is one of the largest, single-phase developments ever built in Ireland and is creating a new urban quarter in Dublin. The mixed-use campus includes two newly developed class A office buildings totalling 216,000 sq ft, the 175,000 sq ft class A State Street building, the 190-unit Capital Dock Residence, approximately 26,000 sq ft of retail and restaurants and 1.5 acres of public space, including a park for office occupiers, residents and the wider community.
The total project saw Kennedy Wilson deliver more than 690,000 sq ft of space at the end of 2018, on time and on budget, and has attracted some of the biggest names in tech and finance, prior to completion of development. This included the European headquarters for J.P. Morgan and Indeed, which committed to occupy all the available office space, alongside the existing headquarters of State Street, in the adjacent building to the development. The team has also made good progress in leasing the 190 multifamily units, extending Kennedy Wilson’s top standard of services and amenities to the Dublin rental market. The project will also welcome new retailers in the coming year, including a flagship restaurant and bar with a terrace, a gourmet grocer and additional artisanal food and beverage offerings.
Peter Collins, President of Kennedy Wilson Europe, said: “Capital Dock is a cornerstone development in Kennedy Wilson’s portfolio and demonstrates our long-term commitment to Dublin and our determination to play our part in bringing much-needed commercial and residential accommodation to the Docklands. We are therefore delighted to extend our relationship with AXA IM - Real Assets, an experienced global portfolio and asset manager, to such an important urban quarter for Dublin.”
Dublin’s PRS and office markets remain supported by Ireland’s position as one of the fastest growing economies in Europe. With unemployment at the lowest rate in over a decade, Ireland continues to see strong net immigration with office take-up tracking 75% above its 10-year average. Dublin’s PRS market is underpinned by strong demand for city-center apartments and increasing demand by residents for a premium level of resident amenities and services.
(1)
Excluding J.P. Morgan’s owner-occupied office, sold to J.P. Morgan in May 2017
(2)
Source: INREV/ANREV Fund Manager Survey – May 2018 – in terms of assets under management

About Kennedy Wilson
Kennedy Wilson (NYSE:KW) is a global real estate investment company. We own, operate, and invest in real estate both on our own and through our investment management platform. We focus on multifamily and office properties located in the Western U.S., UK, and Ireland.
For further information on Kennedy Wilson, please visit: www.kennedywilson.com.





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Special Note Regarding Forward-Looking Statements
Statements in this press release that are not historical facts are “forward-looking statements” within the meaning of U.S. federal securities laws. These forward-looking statements are estimates that reflect our management’s current expectations, are based on assumptions that may prove to be inaccurate and involve known and unknown risks. Accordingly, our actual results or performance may differ materially and adversely from the results or performance expressed or implied by these forward-looking statements, including for reasons that are beyond our control. Accordingly, you should not unduly rely on these statements, which speak only as of the date of this press release. We assume no duty to update the forward-looking statements, except as may be required by law.

KW-IR

Contact:

Investors
Daven Bhavsar, CFA
Vice President of Investor Relations
+1 (310) 887-3431
dbhavsar@kennedywilson.com

European Media
FTI Consulting
Dido Laurimore / Eve Kirmatzis
+44 20 3727 1000
kennedywilson@fticonsulting.com

U.S. Media
 
 
Emily Heidt
Director of Public Relations
+1 (310) 887-3499
eheidt@kennedywilson.com




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