KWE Unsecured Bonds

9 Months Ended

Sep. 30, 2020

The following table details KWE unsecured bonds as of September 30, 2020 and December 31, 2019:


(Dollars in millions)	September 30, 2020		December 31, 2019
KWE Bonds	$	645.4	$	662.9
KWE Euro Medium Term Note Programme	642.0		614.7
KWE Unsecured Bonds (excluding loan fees)(1)	1,287.4		1,277.6
Unamortized loan fees	(2.7)		(3.4)
Total KWE Unsecured Bonds	$	1,284.7	$	1,274.2

(1) The KWE unsecured bonds balances include unamortized debt premiums (discounts). Debt premiums (discounts) represent the difference between the fair value of debt and the principal value of debt assumed in various acquisitions and are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. The unamortized premium (discount) as of September 30, 2020 and December 31, 2019 was $(2.8) million and $(3.1) million, respectively.

KWE has £500 million of 3.95% fixed-rate senior unsecured bonds due 2022 ("KWE Bonds") that have a carrying value of $645.4 million and $662.9 million as of September 30, 2020 and December 31, 2019, respectively. KWE effectively reduced the interest rate to 3.35% as a result of it entering into swap arrangements to convert 50% of the proceeds into Euros. KWE purchased £130.2 million in aggregate nominal amount of the KWE Bonds, or 26.04% of the £500.0 million aggregate nominal amount of the KWE Bonds outstanding in Tender Offer. See Note 15 for more detail.

In addition, KWE has a £2.0 billion (approximately $2.6 billion based on September 30, 2020 exchange rates) Euro Medium Term Note ("EMTN") Programme. Under the EMTN Programme, KWE may issue, from time to time, up to £2.0 billion of various types of debt securities in certain markets and currencies. KWE issued senior unsecured notes for an aggregate principal amount of approximately $644.7 million (based on September 30, 2020 rates) (€550 million) (the "KWE Notes"). The KWE Notes were issued at a discount and have a carrying value of $642.0 million, with an annual fixed coupon of 3.25% and mature in 2025. As KWE invests proceeds from the KWE Notes to fund equity investments in new euro denominated assets, KWE designates the KWE Notes as net investment hedges under ASC Topic 815. Subsequent fluctuations in foreign currency rates that impact the carrying value of the KWE Notes are recorded to accumulated other comprehensive income. During the nine months ended September 30, 2020, Kennedy Wilson recognized a loss of $41.7 million in other comprehensive income due to the strengthening of the euro against the GBP during the period. The KWE Notes rank pari passu with the KWE Bonds and are subject to the same restrictive covenants.

The trust deed that governs the bonds contains various restrictive covenants for KWE, including, among others, limitations on KWE’s and its material subsidiaries’ ability to provide certain negative pledges. The trust deed limits the ability of KWE and its subsidiaries to incur additional indebtedness if, on the date of such incurrence and after giving effect to the incurrence of the new indebtedness, (1) KWE’s consolidated net indebtedness (as defined in the trust deed) would exceed 60% of KWE’s total assets (as calculated pursuant to the terms of the trust deed); and (2) KWE’s consolidated secured indebtedness (as defined in the trust deed) would exceed 50% of KWE’s total assets (as calculated pursuant to the terms of the trust deed). The trust deed also requires KWE, as of each reporting date, to maintain an interest coverage ratio (as defined in the trust deed) of at least 1.50 to 1.00 and have unencumbered assets of no less than 125% of its unsecured indebtedness (as defined in the trust deed). During the second quarter of 2020, the Company contributed $56.4 million to KWE which holds the KWE Bonds and KWE Notes in order ensure that the Company maintains headroom on certain covenants associated with the KWE Bonds and KWE Notes. As of September 30, 2020, KWE was in compliance with these covenants.