ITEM 7.01 REGULATION FD DISCLOSURE.



On November 4, 2022, Kennedy Wilson Europe Real Estate Limited ("KWE"), a
wholly-owned subsidiary of Kennedy-Wilson Holdings, Inc. (the "Company" or
"we"), issued a press release announcing the commencement of a cash tender offer
(the "Tender Offer") for up to €150.0 million in aggregate nominal amount of its
€550.0 million outstanding euro-denominated 3.25% notes due 2025 (the "KWE
Notes"). KWE may increase or decrease the maximum aggregate nominal amount of
KWE Notes subject to the Tender Offer in its sole and absolute discretion.

The purchase price for the KWE Notes validly tendered and accepted for purchase
pursuant to the Tender Offer will be a price equal to 82% of the nominal amount
of the relevant KWE Notes. The Tender Offer will expire at 5:00 p.m. (CET) on
November 10, 2022, unless extended, re-opened or earlier terminated (the
"Expiration Deadline"). The Company intends to fund KWE's purchase of the KWE
Notes as described above with cash on hand and/or a drawdown under the Company's
corporate revolving line of credit.

Holders will also receive accrued and unpaid interest on the KWE Notes validly
tendered and accepted for purchase from the last interest payment date up to,
but not including, the date KWE makes payment for such KWE Notes, which date is
anticipated to be November 16, 2022, (the "Settlement Date") (subject to the
right of KWE to extend, re-open, amend and/or terminate the Tender Offer). This
Current Report on Form 8-K is neither an offer to purchase nor a solicitation to
buy any of the KWE Notes nor is it a solicitation for acceptance of the Tender
Offer.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K

Cautionary Statement Regarding Forward-Looking Statements



This Current Report on Form 8-K contains certain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These forward-looking statements are necessarily
estimates reflecting the judgment of our senior management based on our current
estimates, expectations, forecasts and projections and include comments that
express our current opinions about trends and factors that may impact future
operating results. Disclosures that use words such as "believe," "may,"
"anticipate," "estimate," "intend," "could," "plan," "expect," "project" or the
negative of these, as well as similar expressions, are intended to identify
forward-looking statements. Forward-looking statements involve significant known
and unknown risks and uncertainties that may cause the Company's actual results
in future periods to differ materially from those projected or contemplated in
the forward-looking statements as a result of, but not limited to, the following
factors: timing and consummation of the Tender Offer and risks and uncertainties
related to market conditions and satisfaction of customary closing conditions
related to the Tender Offer.

Forward-looking statements are not guarantees of future performance, rely on a
number of assumptions concerning future events, many of which are outside of our
control, and involve known and unknown risks and uncertainties that could cause
our actual results, performance or achievement, or industry results to differ
materially from any future results, performance or achievements, expressed or
implied by such forward-looking statements. These risks and uncertainties may
include the risks and uncertainties described elsewhere in this report and other
filings with the Securities and Exchange Commission (the "SEC"), including the
Item 1A. "Risk Factors" section of our Annual Report on Form 10-K for the year
ended December 31, 2021, as supplemented by the risk factors disclosed in Item
1A. of our Quarterly Report on Form 10-Q for the quarter ended September 30,
2022. Any such forward-looking statements, whether made in this report or
elsewhere, should be considered in the context of the various disclosures made
by us about our businesses including, without limitation, the risk factors
discussed in our filings with the SEC. Except as required under the federal
securities laws and the rules and regulations of the SEC, we do not have any
intention or obligation to update publicly any forward-looking statements,
whether as a result of new information, future events, changes in assumptions,
or otherwise.


Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.                       Description

          99.1                      Regulatory News Release of Kennedy

Wilson Europe Real Estate Limited


                                  dated November 4, 2022.
           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.



--------------------------------------------------------------------------------

© Edgar Online, source Glimpses