Item 1.01. Entry into a Material Definitive Agreement.
On
The Notes were issued pursuant to an indenture (the "Base Indenture"), dated as
of
Interest on the Notes accrues at a rate of 4.75% per annum and is payable
semi-annually in arrears on
At any time prior to
Upon the occurrence of a change of control or certain delisting events, the Issuer will be required to make an offer to purchase all of the outstanding Notes. The purchase price will be 101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to the repurchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). In addition, in certain circumstances in connection with asset dispositions the proceeds of which are not applied in the manner set forth in the Indenture, the Issuer will be required to use any excess proceeds to make an offer to purchase the Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest.
The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become due and payable.
The Base Indenture and the Supplemental Indenture (including the form of certificate representing the Notes) are filed as Exhibit 4.1, 4.2 and 4.3 to this Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Notes, the Guarantees, the Base Indenture and the Supplemental Indenture are summaries and are subject to and qualified in their entirety by reference to such exhibits.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as ofAugust 9, 2021 , betweenKennedy-Wilson, Inc. andBofA Securities, Inc. 4.1 Base Indenture, dated as ofMarch 25, 2014 , betweenKennedy-Wilson, Inc. andWilmington Trust, National Association . 4.2 Supplemental Indenture No 2030-1, dated as ofAugust 23, 2021 , amongKennedy-Wilson Holdings, Inc. ,Kennedy-Wilson, Inc. , the subsidiary guarantors named therein andWilmington Trust, National Association . 4.3 Form of 4.75% Senior Notes due 2030 (contained in Exhibit A of Exhibit 4.2). 5.1 Opinion ofLatham & Watkins LLP . 5.2 Opinion ofKulik Gottesman Siegel & Ware LLP . 23.1 Consent ofLatham & Watkins LLP (contained in Exhibit 5.1). 23.2 Consent ofKulik Gottesman Siegel & Ware LLP (contained in Exhibit 5.2). 104 Cover Page Interactive Data File - The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
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