0001193125-16-757144.txt : 20161102 0001193125-16-757144.hdr.sgml : 20161102 20161102163729 ACCESSION NUMBER: 0001193125-16-757144 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 18 FILED AS OF DATE: 20161102 DATE AS OF CHANGE: 20161102 EFFECTIVENESS DATE: 20161102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW HARRINGTON, LLC CENTRAL INDEX KEY: 0001560966 IRS NUMBER: 460995523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-03 FILM NUMBER: 161968348 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW EU LOAN PARTNERS II, LLC CENTRAL INDEX KEY: 0001560988 IRS NUMBER: 460961139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-07 FILM NUMBER: 161968352 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENNEDY WILSON PROPERTY SERVICES IV, LP CENTRAL INDEX KEY: 0001560980 IRS NUMBER: 454366392 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-10 FILM NUMBER: 161968355 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW CAPTOWERS PARTNERS, LLC CENTRAL INDEX KEY: 0001560889 IRS NUMBER: 455023899 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-18 FILM NUMBER: 161968363 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Investors IV, LLC CENTRAL INDEX KEY: 0001531929 IRS NUMBER: 451836132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-25 FILM NUMBER: 161968370 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Properties, Ltd. (IL) CENTRAL INDEX KEY: 0001532055 IRS NUMBER: 362709910 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-32 FILM NUMBER: 161968377 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: Kennedy-Wilson Properties (IL) DATE OF NAME CHANGE: 20111005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Serenade Manager, LLC CENTRAL INDEX KEY: 0001531922 IRS NUMBER: 273271987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-43 FILM NUMBER: 161968388 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Loan Partners I, LLC CENTRAL INDEX KEY: 0001531916 IRS NUMBER: 271944476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-47 FILM NUMBER: 161968392 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW - Richmond, LLC CENTRAL INDEX KEY: 0001531925 IRS NUMBER: 262852263 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-49 FILM NUMBER: 161968394 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW-Richmond, LLC DATE OF NAME CHANGE: 20111004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW BASGF II Manager, LLC CENTRAL INDEX KEY: 0001531909 IRS NUMBER: 205523327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-58 FILM NUMBER: 161968403 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Equity, Inc. CENTRAL INDEX KEY: 0001531902 IRS NUMBER: 954812580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-65 FILM NUMBER: 161968410 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013XX LLC CENTRAL INDEX KEY: 0001590130 IRS NUMBER: 463938712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-72 FILM NUMBER: 161968417 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013HH LLC CENTRAL INDEX KEY: 0001590225 IRS NUMBER: 463926914 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-88 FILM NUMBER: 161968433 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013DD LLC CENTRAL INDEX KEY: 0001590221 IRS NUMBER: 463929902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-92 FILM NUMBER: 161968437 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013Z LLC CENTRAL INDEX KEY: 0001590059 IRS NUMBER: 463920650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-96 FILM NUMBER: 161968441 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013V LLC CENTRAL INDEX KEY: 0001590064 IRS NUMBER: 463916487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-101 FILM NUMBER: 161968445 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013P LLC CENTRAL INDEX KEY: 0001590100 IRS NUMBER: 463916010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-107 FILM NUMBER: 161968451 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013J LLC CENTRAL INDEX KEY: 0001590037 IRS NUMBER: 463805513 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-113 FILM NUMBER: 161968457 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013ZZ LLC CENTRAL INDEX KEY: 0001590127 IRS NUMBER: 463838810 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-119 FILM NUMBER: 161968463 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6276 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016N, LLC CENTRAL INDEX KEY: 0001688251 IRS NUMBER: 814193244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-121 FILM NUMBER: 161968465 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016K, LLC CENTRAL INDEX KEY: 0001688248 IRS NUMBER: 814190377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-124 FILM NUMBER: 161968468 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016Y, LLC CENTRAL INDEX KEY: 0001688264 IRS NUMBER: 814202469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-136 FILM NUMBER: 161968480 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016S, LLC CENTRAL INDEX KEY: 0001688258 IRS NUMBER: 814193794 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-142 FILM NUMBER: 161968486 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Park Santa Fe, LLC CENTRAL INDEX KEY: 0001590055 IRS NUMBER: 463904750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-151 FILM NUMBER: 161968495 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2013A LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2012U LLC CENTRAL INDEX KEY: 0001590125 IRS NUMBER: 463938910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-158 FILM NUMBER: 161968503 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6276 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2012T LLC CENTRAL INDEX KEY: 0001590126 IRS NUMBER: 463938854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-159 FILM NUMBER: 161968504 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6276 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2012R, LLC CENTRAL INDEX KEY: 0001561317 IRS NUMBER: 461288508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-161 FILM NUMBER: 161968506 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CO ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CO ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Securities, LLC CENTRAL INDEX KEY: 0001561272 IRS NUMBER: 461279113 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-165 FILM NUMBER: 161968510 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012N, LLC DATE OF NAME CHANGE: 20121029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW EU Investors I, LLC CENTRAL INDEX KEY: 0001561218 IRS NUMBER: 461271662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-169 FILM NUMBER: 161968514 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012J, LLC DATE OF NAME CHANGE: 20121026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager XIII, LLC CENTRAL INDEX KEY: 0001561222 IRS NUMBER: 461271308 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-172 FILM NUMBER: 161968517 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012F, LLC DATE OF NAME CHANGE: 20121026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW LOAN PARTNERS VIII, LLC CENTRAL INDEX KEY: 0001561009 IRS NUMBER: 364735475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-11 FILM NUMBER: 161968356 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW RESIDENTIAL CAPITAL, LLC CENTRAL INDEX KEY: 0001561008 IRS NUMBER: 460678305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-13 FILM NUMBER: 161968358 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW RESIDENTIAL CAPITAL DATE OF NAME CHANGE: 20121024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF INVESTORS VII,LLC CENTRAL INDEX KEY: 0001561006 IRS NUMBER: 900845725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-15 FILM NUMBER: 161968360 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW ARMACOST, LLC CENTRAL INDEX KEY: 0001560910 IRS NUMBER: 452727561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-22 FILM NUMBER: 161968367 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Investors V, LLC CENTRAL INDEX KEY: 0001531930 IRS NUMBER: 452477455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-24 FILM NUMBER: 161968369 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy Wilson Real Estate Sales & Marketing CENTRAL INDEX KEY: 0001531921 IRS NUMBER: 452718656 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-27 FILM NUMBER: 161968372 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW Builder Marketing Services, Inc. DATE OF NAME CHANGE: 20131031 FORMER COMPANY: FORMER CONFORMED NAME: KW Residential Group, Inc. DATE OF NAME CHANGE: 20111004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy Wilson Auction Group, Inc. CENTRAL INDEX KEY: 0001531893 IRS NUMBER: 260808460 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-33 FILM NUMBER: 161968378 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson International CENTRAL INDEX KEY: 0001531899 IRS NUMBER: 953379144 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-36 FILM NUMBER: 161968381 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Dillingham Aina LLC CENTRAL INDEX KEY: 0001531912 IRS NUMBER: 204788802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-38 FILM NUMBER: 161968383 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Blossom Hill Manager, LLC CENTRAL INDEX KEY: 0001531910 IRS NUMBER: 263330309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-44 FILM NUMBER: 161968389 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager II, LLC CENTRAL INDEX KEY: 0001531942 IRS NUMBER: 273788479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-53 FILM NUMBER: 161968398 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Investors III, LLC CENTRAL INDEX KEY: 0001531928 IRS NUMBER: 274110400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-55 FILM NUMBER: 161968400 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Services II, Inc. CENTRAL INDEX KEY: 0001531903 IRS NUMBER: 203693493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-67 FILM NUMBER: 161968412 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Properties, Ltd. CENTRAL INDEX KEY: 0001531939 IRS NUMBER: 954697159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-69 FILM NUMBER: 161968414 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013WW LLC CENTRAL INDEX KEY: 0001590132 IRS NUMBER: 463938668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-73 FILM NUMBER: 161968418 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013QQ LLC CENTRAL INDEX KEY: 0001590139 IRS NUMBER: 463927382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-79 FILM NUMBER: 161968424 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013MM LLC CENTRAL INDEX KEY: 0001590143 IRS NUMBER: 463927168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-83 FILM NUMBER: 161968428 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013GG LLC CENTRAL INDEX KEY: 0001590224 IRS NUMBER: 463926828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-89 FILM NUMBER: 161968434 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2913GG LLC DATE OF NAME CHANGE: 20131028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013AA LLC CENTRAL INDEX KEY: 0001590086 IRS NUMBER: 463920736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-95 FILM NUMBER: 161968440 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013M LLC CENTRAL INDEX KEY: 0001590040 IRS NUMBER: 463915812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-110 FILM NUMBER: 161968454 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Bozeman Investors, LLC CENTRAL INDEX KEY: 0001590038 IRS NUMBER: 463905557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-112 FILM NUMBER: 161968456 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2013K LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Taylor Yard 55, LLC CENTRAL INDEX KEY: 0001590036 IRS NUMBER: 463905403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-115 FILM NUMBER: 161968459 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2013H LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Tacoma Condos, LLC CENTRAL INDEX KEY: 0001590029 IRS NUMBER: 463904963 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-120 FILM NUMBER: 161968464 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2013C LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016J, LLC CENTRAL INDEX KEY: 0001688247 IRS NUMBER: 814190270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-125 FILM NUMBER: 161968469 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016D, LLC CENTRAL INDEX KEY: 0001688241 IRS NUMBER: 814189832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-131 FILM NUMBER: 161968475 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016Z, LLC CENTRAL INDEX KEY: 0001688265 IRS NUMBER: 814202521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-135 FILM NUMBER: 161968479 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016X, LLC CENTRAL INDEX KEY: 0001688263 IRS NUMBER: 814202429 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-137 FILM NUMBER: 161968481 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016R, LLC CENTRAL INDEX KEY: 0001688257 IRS NUMBER: 814193597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-143 FILM NUMBER: 161968487 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Victory Land Loan, LLC CENTRAL INDEX KEY: 0001561263 IRS NUMBER: 461279225 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-164 FILM NUMBER: 161968509 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012O, LLC DATE OF NAME CHANGE: 20121029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Real Estate Venture XIII, LLC CENTRAL INDEX KEY: 0001561224 IRS NUMBER: 461265831 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-173 FILM NUMBER: 161968518 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012D, LLC DATE OF NAME CHANGE: 20121026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF MANAGER VIII, LLC CENTRAL INDEX KEY: 0001560990 IRS NUMBER: 460726923 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-05 FILM NUMBER: 161968350 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW LOAN PARTNERS VII, LLC CENTRAL INDEX KEY: 0001560888 IRS NUMBER: 455153987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-16 FILM NUMBER: 161968361 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager V, LLC CENTRAL INDEX KEY: 0001531933 IRS NUMBER: 452477455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-30 FILM NUMBER: 161968375 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWP Financial I CENTRAL INDEX KEY: 0001531934 IRS NUMBER: 954506679 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-34 FILM NUMBER: 161968379 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Montclair, LLC CENTRAL INDEX KEY: 0001531918 IRS NUMBER: 262942185 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-45 FILM NUMBER: 161968390 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager III, LLC CENTRAL INDEX KEY: 0001531932 IRS NUMBER: 274110811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-52 FILM NUMBER: 161968397 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Special Equity, Inc. CENTRAL INDEX KEY: 0001531997 IRS NUMBER: 954812583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-63 FILM NUMBER: 161968408 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013LL LLC CENTRAL INDEX KEY: 0001590145 IRS NUMBER: 463927126 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-84 FILM NUMBER: 161968429 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013FF LLC CENTRAL INDEX KEY: 0001590223 IRS NUMBER: 463926759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-90 FILM NUMBER: 161968435 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013BB LLC CENTRAL INDEX KEY: 0001590089 IRS NUMBER: 463920773 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-94 FILM NUMBER: 161968439 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013R LLC CENTRAL INDEX KEY: 0001590098 IRS NUMBER: 463915201 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-105 FILM NUMBER: 161968449 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 9350 Civic Center Drive, LLC CENTRAL INDEX KEY: 0001590035 IRS NUMBER: 463905357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-116 FILM NUMBER: 161968460 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2013G LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016M, LLC CENTRAL INDEX KEY: 0001688250 IRS NUMBER: 814193197 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-122 FILM NUMBER: 161968466 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016W, LLC CENTRAL INDEX KEY: 0001688262 IRS NUMBER: 814202379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-138 FILM NUMBER: 161968482 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2012Y LLC CENTRAL INDEX KEY: 0001590120 IRS NUMBER: 463939059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-153 FILM NUMBER: 161968497 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6276 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Holdings, Inc. CENTRAL INDEX KEY: 0001408100 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 260508760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390 FILM NUMBER: 161968499 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 FORMER COMPANY: FORMER CONFORMED NAME: Prospect Acquisition Corp DATE OF NAME CHANGE: 20070727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2012S,LLC CENTRAL INDEX KEY: 0001561325 IRS NUMBER: 461288647 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-160 FILM NUMBER: 161968505 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SSUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SSUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2012Q, LLC CENTRAL INDEX KEY: 0001561319 IRS NUMBER: 461288281 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-162 FILM NUMBER: 161968507 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CO ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CO ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Currier Square Shopping Center, LLC CENTRAL INDEX KEY: 0001561270 IRS NUMBER: 461278901 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-167 FILM NUMBER: 161968512 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012L, LLC DATE OF NAME CHANGE: 20121029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENNEDY WILSON PROPERTY SERVICES IV GP,LLC CENTRAL INDEX KEY: 0001560981 IRS NUMBER: 274786391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-09 FILM NUMBER: 161968354 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW FOUR POINTS, LLC CENTRAL INDEX KEY: 0001560890 IRS NUMBER: 455152394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-17 FILM NUMBER: 161968362 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW INVESTMENT ADVISER, LLC CENTRAL INDEX KEY: 0001560909 IRS NUMBER: 454320018 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-20 FILM NUMBER: 161968365 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Ireland, LLC CENTRAL INDEX KEY: 0001531953 IRS NUMBER: 451840083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-29 FILM NUMBER: 161968374 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager IV, LLC CENTRAL INDEX KEY: 0001531943 IRS NUMBER: 451836132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-31 FILM NUMBER: 161968376 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: K-W Santiago, Inc. CENTRAL INDEX KEY: 0001531892 IRS NUMBER: 954704530 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-42 FILM NUMBER: 161968387 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SG KW Venture I Manager, LLC CENTRAL INDEX KEY: 0001531944 IRS NUMBER: 271366657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-48 FILM NUMBER: 161968393 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Investors I, LLC CENTRAL INDEX KEY: 0001531926 IRS NUMBER: 273337920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-57 FILM NUMBER: 161968402 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Special Equity III, LLC CENTRAL INDEX KEY: 0001531999 IRS NUMBER: 261558607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-61 FILM NUMBER: 161968406 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Services III, L.P. CENTRAL INDEX KEY: 0001531905 IRS NUMBER: 261558520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-66 FILM NUMBER: 161968411 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013OO LLC CENTRAL INDEX KEY: 0001590141 IRS NUMBER: 463927274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-81 FILM NUMBER: 161968426 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013KK LLC CENTRAL INDEX KEY: 0001590230 IRS NUMBER: 463927085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-85 FILM NUMBER: 161968430 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013EE LLC CENTRAL INDEX KEY: 0001590222 IRS NUMBER: 463926730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-91 FILM NUMBER: 161968436 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Hilltop Manager II, LLC CENTRAL INDEX KEY: 0001590205 IRS NUMBER: 463905452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-114 FILM NUMBER: 161968458 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: (310) 887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2013I LLC DATE OF NAME CHANGE: 20131025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016L, LLC CENTRAL INDEX KEY: 0001688249 IRS NUMBER: 814193152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-123 FILM NUMBER: 161968467 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016F, LLC CENTRAL INDEX KEY: 0001688243 IRS NUMBER: 814189986 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-129 FILM NUMBER: 161968473 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016B, LLC CENTRAL INDEX KEY: 0001688229 IRS NUMBER: 814189356 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-133 FILM NUMBER: 161968477 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 3108876400 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016V, LLC CENTRAL INDEX KEY: 0001688261 IRS NUMBER: 814202248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-139 FILM NUMBER: 161968483 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016P, LLC CENTRAL INDEX KEY: 0001688255 IRS NUMBER: 814193337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-145 FILM NUMBER: 161968489 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Santa Maria Land Partners Manager, LLC CENTRAL INDEX KEY: 0001560911 IRS NUMBER: 453630097 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-21 FILM NUMBER: 161968366 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Services, Inc. CENTRAL INDEX KEY: 0001531940 IRS NUMBER: 954812579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-68 FILM NUMBER: 161968413 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016U, LLC CENTRAL INDEX KEY: 0001688260 IRS NUMBER: 814193875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-140 FILM NUMBER: 161968484 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW EU Investors VIII, LLC CENTRAL INDEX KEY: 0001590121 IRS NUMBER: 463939009 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-154 FILM NUMBER: 161968498 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012X LLC DATE OF NAME CHANGE: 20131025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fairways 340 Corp. CENTRAL INDEX KEY: 0001531914 IRS NUMBER: 204169707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-50 FILM NUMBER: 161968395 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW Fairways 340 Corp. DATE OF NAME CHANGE: 20111004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013VV LLC CENTRAL INDEX KEY: 0001590133 IRS NUMBER: 463938599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-74 FILM NUMBER: 161968419 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager XI, LLC CENTRAL INDEX KEY: 0001561225 IRS NUMBER: 461264104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-149 FILM NUMBER: 161968493 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW EU Investors I, LLC DATE OF NAME CHANGE: 20131030 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012B, LLC DATE OF NAME CHANGE: 20121026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013SS LLC CENTRAL INDEX KEY: 0001590137 IRS NUMBER: 463927471 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-77 FILM NUMBER: 161968422 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013O LLC CENTRAL INDEX KEY: 0001590101 IRS NUMBER: 463915903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-108 FILM NUMBER: 161968452 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF MANAGER VII, LLC CENTRAL INDEX KEY: 0001561007 IRS NUMBER: 900846443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-14 FILM NUMBER: 161968359 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013TT LLC CENTRAL INDEX KEY: 0001590136 IRS NUMBER: 463927557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-76 FILM NUMBER: 161968421 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013JJ LLC CENTRAL INDEX KEY: 0001590229 IRS NUMBER: 463927000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-86 FILM NUMBER: 161968431 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013T LLC CENTRAL INDEX KEY: 0001590066 IRS NUMBER: 463916358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-103 FILM NUMBER: 161968447 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016I, LLC CENTRAL INDEX KEY: 0001688246 IRS NUMBER: 814190270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-126 FILM NUMBER: 161968470 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016O, LLC CENTRAL INDEX KEY: 0001688252 IRS NUMBER: 814193289 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-146 FILM NUMBER: 161968490 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Summer House Manager, LLC CENTRAL INDEX KEY: 0001531923 IRS NUMBER: 272502491 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-155 FILM NUMBER: 161968500 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW Summerhouse Manager, LLC DATE OF NAME CHANGE: 20111004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Victory Plaza Loan, LLC CENTRAL INDEX KEY: 0001561321 IRS NUMBER: 461288205 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-163 FILM NUMBER: 161968508 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012P, LLC DATE OF NAME CHANGE: 20121030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENNEDY-WILSON CAPITAL CENTRAL INDEX KEY: 0001560887 IRS NUMBER: 200315687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-19 FILM NUMBER: 161968364 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dillingham Ranch Aina LLC CENTRAL INDEX KEY: 0001531891 IRS NUMBER: 204635382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-40 FILM NUMBER: 161968385 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy Wilson Property Services III GP, LLC CENTRAL INDEX KEY: 0001531898 IRS NUMBER: 263806726 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-59 FILM NUMBER: 161968404 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Special Equity II, Inc. CENTRAL INDEX KEY: 0001531998 IRS NUMBER: 203693618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-62 FILM NUMBER: 161968407 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013W LLC CENTRAL INDEX KEY: 0001590063 IRS NUMBER: 463915632 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-100 FILM NUMBER: 161968444 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Red Cliff Shopping Center, LLC CENTRAL INDEX KEY: 0001590033 IRS NUMBER: 463905153 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-118 FILM NUMBER: 161968462 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2013E LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016T, LLC CENTRAL INDEX KEY: 0001688259 IRS NUMBER: 814193832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-141 FILM NUMBER: 161968485 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Redmond Manager, LLC CENTRAL INDEX KEY: 0001531920 IRS NUMBER: 262773678 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-41 FILM NUMBER: 161968386 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Desert Ramrod, LLC CENTRAL INDEX KEY: 0001590032 IRS NUMBER: 463905108 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-70 FILM NUMBER: 161968415 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW Desert Ramrod Sponsor, LLC DATE OF NAME CHANGE: 20150924 FORMER COMPANY: FORMER CONFORMED NAME: KW 2013D LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013X LLC CENTRAL INDEX KEY: 0001590062 IRS NUMBER: 463920569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-98 FILM NUMBER: 161968443 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016C, LLC CENTRAL INDEX KEY: 0001688240 IRS NUMBER: 814189780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-132 FILM NUMBER: 161968476 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Country Ridge IX, LLC CENTRAL INDEX KEY: 0001590124 IRS NUMBER: 463938942 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-157 FILM NUMBER: 161968502 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012V LLC DATE OF NAME CHANGE: 20131025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Telstar Partners, LLC CENTRAL INDEX KEY: 0001531954 IRS NUMBER: 452718658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-26 FILM NUMBER: 161968371 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy Wilson Overseas Investments, Inc. CENTRAL INDEX KEY: 0001531895 IRS NUMBER: 202715619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-51 FILM NUMBER: 161968396 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013CC LLC CENTRAL INDEX KEY: 0001590090 IRS NUMBER: 463920817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-93 FILM NUMBER: 161968438 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Holiday Village Shopping Center, LLC CENTRAL INDEX KEY: 0001590034 IRS NUMBER: 463905222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-117 FILM NUMBER: 161968461 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2013F LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager XII, LLC CENTRAL INDEX KEY: 0001561261 IRS NUMBER: 461271047 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-148 FILM NUMBER: 161968492 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KWF Manager XII DATE OF NAME CHANGE: 20131030 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012 C, LLC DATE OF NAME CHANGE: 20121029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy Wilson Property Equity IV, LLC CENTRAL INDEX KEY: 0001531897 IRS NUMBER: 452147199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-28 FILM NUMBER: 161968373 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: K-W Properties CENTRAL INDEX KEY: 0001531938 IRS NUMBER: 954492564 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-60 FILM NUMBER: 161968405 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013RR LLC CENTRAL INDEX KEY: 0001590138 IRS NUMBER: 463927427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-78 FILM NUMBER: 161968423 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW One Baxter Way GP, LLC CENTRAL INDEX KEY: 0001590039 IRS NUMBER: 463915723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-111 FILM NUMBER: 161968455 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2013L LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016E, LLC CENTRAL INDEX KEY: 0001688242 IRS NUMBER: 814189891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-130 FILM NUMBER: 161968474 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2012W LLC CENTRAL INDEX KEY: 0001590122 IRS NUMBER: 463938976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-156 FILM NUMBER: 161968501 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6276 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Loan Partners II, LLC CENTRAL INDEX KEY: 0001531941 IRS NUMBER: 272450209 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-46 FILM NUMBER: 161968391 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Equity II, Inc. CENTRAL INDEX KEY: 0001531901 IRS NUMBER: 203812712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-64 FILM NUMBER: 161968409 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013II LLC CENTRAL INDEX KEY: 0001590227 IRS NUMBER: 463926967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-87 FILM NUMBER: 161968432 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013Q LLC CENTRAL INDEX KEY: 0001590099 IRS NUMBER: 463916138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-106 FILM NUMBER: 161968450 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016H, LLC CENTRAL INDEX KEY: 0001688245 IRS NUMBER: 814190149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-127 FILM NUMBER: 161968471 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Cypress, LLC CENTRAL INDEX KEY: 0001590025 IRS NUMBER: 463904963 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-150 FILM NUMBER: 161968494 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2013B LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Meyers Research, LLC CENTRAL INDEX KEY: 0001560697 IRS NUMBER: 454723472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-23 FILM NUMBER: 161968368 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013PP LLC CENTRAL INDEX KEY: 0001590140 IRS NUMBER: 463927324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-80 FILM NUMBER: 161968425 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013N LLC CENTRAL INDEX KEY: 0001590054 IRS NUMBER: 463915857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-109 FILM NUMBER: 161968453 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016Q, LLC CENTRAL INDEX KEY: 0001688256 IRS NUMBER: 814193504 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-144 FILM NUMBER: 161968488 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF INVESTORS VIII, LLC CENTRAL INDEX KEY: 0001560989 IRS NUMBER: 460726774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-06 FILM NUMBER: 161968351 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Tech, Ltd. CENTRAL INDEX KEY: 0001531906 IRS NUMBER: 954725845 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-35 FILM NUMBER: 161968380 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013YY LLC CENTRAL INDEX KEY: 0001590129 IRS NUMBER: 463938770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-71 FILM NUMBER: 161968416 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6276 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013Y LLC CENTRAL INDEX KEY: 0001590060 IRS NUMBER: 463920601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-97 FILM NUMBER: 161968442 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager XV, LLC CENTRAL INDEX KEY: 0001561220 IRS NUMBER: 461271531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-171 FILM NUMBER: 161968516 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 20O12H, LLC DATE OF NAME CHANGE: 20121026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENNEDY WILSON INC CENTRAL INDEX KEY: 0000885720 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 954364537 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-147 FILM NUMBER: 161968491 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 3108876450 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager I, LLC CENTRAL INDEX KEY: 0001531931 IRS NUMBER: 273337771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-54 FILM NUMBER: 161968399 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 1200 MAIN, LLC CENTRAL INDEX KEY: 0001560993 IRS NUMBER: 461064734 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-04 FILM NUMBER: 161968349 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013UU LLC CENTRAL INDEX KEY: 0001590135 IRS NUMBER: 463927600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-75 FILM NUMBER: 161968420 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW EU Loan Partners III, LLC CENTRAL INDEX KEY: 0001561219 IRS NUMBER: 461271589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-170 FILM NUMBER: 161968515 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012I, LLC DATE OF NAME CHANGE: 20121026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager X, LLC CENTRAL INDEX KEY: 0001561212 IRS NUMBER: 461265534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-01 FILM NUMBER: 161968346 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012A DATE OF NAME CHANGE: 20121026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013NN LLC CENTRAL INDEX KEY: 0001590142 IRS NUMBER: 463927224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-82 FILM NUMBER: 161968427 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016A, LLC CENTRAL INDEX KEY: 0001688211 IRS NUMBER: 814189146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-134 FILM NUMBER: 161968478 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2012Z LLC CENTRAL INDEX KEY: 0001590119 IRS NUMBER: 463939094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-152 FILM NUMBER: 161968496 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6276 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., STE. 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 5200 LANKERSHIM MANAGER, LLC CENTRAL INDEX KEY: 0001561214 IRS NUMBER: 460941753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-02 FILM NUMBER: 161968347 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Richfield Plaza, LLC CENTRAL INDEX KEY: 0001561262 IRS NUMBER: 461278805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-168 FILM NUMBER: 161968513 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW Richfield Plaza DATE OF NAME CHANGE: 20131030 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012 K, LLC DATE OF NAME CHANGE: 20121029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2016G, LLC CENTRAL INDEX KEY: 0001688244 IRS NUMBER: 814190083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-128 FILM NUMBER: 161968472 BUSINESS ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013S LLC CENTRAL INDEX KEY: 0001590067 IRS NUMBER: 463916322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-104 FILM NUMBER: 161968448 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Creekview Shopping Center, LLC CENTRAL INDEX KEY: 0001561271 IRS NUMBER: 461279003 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-166 FILM NUMBER: 161968511 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012M, LLC DATE OF NAME CHANGE: 20121029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 2013U LLC CENTRAL INDEX KEY: 0001590065 IRS NUMBER: 463916408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-102 FILM NUMBER: 161968446 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy Wilson Fund Management Group, LLC CENTRAL INDEX KEY: 0001531894 IRS NUMBER: 208342380 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-37 FILM NUMBER: 161968382 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW BOISE PLAZA, LLC CENTRAL INDEX KEY: 0001561079 IRS NUMBER: 455471242 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-12 FILM NUMBER: 161968357 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW/CV THIRD-PACIFIC MANAGER, LLC CENTRAL INDEX KEY: 0001560983 IRS NUMBER: 460708946 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-08 FILM NUMBER: 161968353 BUSINESS ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6470 MAIL ADDRESS: STREET 1: 151 S. EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: KW THIRD-PACIFIC MANAGER, LLC DATE OF NAME CHANGE: 20121024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Investors II, LLC CENTRAL INDEX KEY: 0001531927 IRS NUMBER: 273788594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-56 FILM NUMBER: 161968401 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 68-540 Farrington, LLC CENTRAL INDEX KEY: 0001531887 IRS NUMBER: 204879846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-214390-39 FILM NUMBER: 161968384 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 S-3ASR 1 d278649ds3asr.htm S-3ASR S-3ASR
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As filed with the Securities and Exchange Commission on November 2, 2016

File No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Kennedy-Wilson Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   26-0508760  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

   (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

AND

 

 

Kennedy-Wilson, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   95-4364537  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

   (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

AND

The Other Registrants Named in the Table of Additional Registrants Below

 

 

Justin Enbody

Chief Financial Officer

Kennedy-Wilson Holdings, Inc.

Kennedy-Wilson, Inc.

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all correspondence to:

Julian T.H. Kleindorfer

Latham & Watkins LLP

355 South Grand Avenue

Los Angeles, California 90071

(213) 485-1234

Fax: (213) 891-8763

 

 

(Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ☐

Table of Contents

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company   ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

  

Proposed

maximum

aggregate

offering price

  

Amount of

registration fee

Common Stock, $0.0001 par value per share, of Kennedy-Wilson Holdings, Inc.(5)(6)

   (1)(2)   $0(3)

Preferred Stock, $0.0001 par value per share, of Kennedy-Wilson Holdings, Inc.(7)(8)

   (1)(2)   $0(3)

Warrants(9)

   (1)(2)   $0(3)

Debt Securities of Kennedy-Wilson Holdings, Inc.(10)

   (1)(2)   $0(3)

Debt Securities of Kennedy-Wilson, Inc.(10)

   (1)(2)   $0(3)

Guarantees of Debt Securities of Kennedy-Wilson Holdings, Inc. and Kennedy-Wilson, Inc.(11)

   (1)(2)   $0(3)(4)

 

 

(1) Omitted pursuant to Form S-3 General Instruction II.E.
(2) An unspecified number of the securities of each identified class are being registered for possible issuance, including upon exercise, conversion or exchange of other securities or as part of units.
(3) In accordance with Rules 456(b) and 457(r), we are deferring payment of all applicable registration fees.
(4) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered hereby.
(5) Includes shares of common stock of Kennedy-Wilson Holdings, Inc., if any, issuable upon conversion or exchange of the preferred stock or debt securities registered hereby. Pursuant to Rule 457(i) under the Securities Act, no separate filing fee is payable for any such shares issuable upon conversion of such preferred stock or debt securities to the extent no additional consideration is to be received in connection with the exercise of the conversion privilege of such preferred stock or debt securities.
(6) Includes shares of common stock of Kennedy-Wilson Holdings, Inc., if any, issuable upon exercise of the warrants registered hereby.
(7) Includes shares of preferred stock of Kennedy-Wilson Holdings, Inc., if any, issuable upon conversion of the debt securities registered hereby. Pursuant to Rule 457(i) under the Securities Act, no separate filing fee is payable for any such shares issuable upon conversion of such debt securities to the extent no additional consideration is to be received in connection with the exercise of the conversion privilege of such debt securities.
(8) Includes shares of preferred stock of Kennedy-Wilson Holdings, Inc., if any, issuable upon exercise of the warrants registered hereby.
(9) Warrants exercisable for shares of common stock or preferred stock of Kennedy-Wilson Holdings, Inc.
(10) Such debt securities may be senior, senior subordinated or subordinated.
(11) Consists of (i) full and unconditional guarantees of debt securities of Kennedy-Wilson Holdings, Inc. by any one or more of Kennedy-Wilson, Inc. and/or the registrants listed on the Table of Additional Registrants below and (ii) full and unconditional guarantees of debt securities of Kennedy-Wilson, Inc. by Kennedy-Wilson Holdings, Inc. and by any one or more of the registrants listed on the Table of Additional Registrants below.

 

 

 

Table of Contents

TABLE OF ADDITIONAL REGISTRANTS

(As Guarantors of the Debt Securities)

 

Exact Name of Registrant as Specified in its

Charter

   

State or Other

Jurisdiction of
Incorporation
or
Organization

   

I.R.S.
Employer
Identification
Number

   

Address, Including Zip Code and
Telephone Number, Including Area Code
of Registrant’s Principal Executive Offices

Kennedy-Wilson Properties, Ltd.    DE    95-4697159   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Services, Inc.    DE    95-4812579   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Services II, Inc.    DE    20-3693493   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Services III, L.P.    DE    26-1558520   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Equity, Inc.    DE    95-4812580   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Equity II, Inc.    DE    20-3812712   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Special Equity, Inc.    DE    95-4812583   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Special Equity II, Inc.    DE    20-3693618   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Special Equity III, LLC    DE    26-1558607   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

K-W Properties    CA    95-4492564   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Services III GP, LLC    DE    26-3806726   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW BASGF II Manager, LLC    DE    20-5523327   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors I, LLC    DE    27-3337920   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors II, LLC    DE    27-3788594   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant as Specified in its

Charter

   

State or Other

Jurisdiction of
Incorporation
or
Organization

   

I.R.S.
Employer
Identification
Number

   

Address, Including Zip Code and
Telephone Number, Including Area Code
of Registrant’s Principal Executive Offices

KWF Investors III, LLC    DE    27-4110400   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager I, LLC    DE    27-3337771   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager II, LLC    DE    27-3788479   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager III, LLC    DE    27-4110811   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Overseas Investments, Inc.    DE    20-2715619   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Fairways 340 Corp.    DE    20-4169707   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW—Richmond, LLC    DE    26-2852263   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

SG KW Venture I Manager LLC    DE    27-1366657   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Loan Partners I LLC    DE    27-1944476   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Loan Partners II LLC    CA    27-2450209   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Summer House Manager, LLC    DE    27-2502491   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Montclair, LLC    DE    26-2942185   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Blossom Hill Manager, LLC    DE    26-3330309   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Serenade Manager, LLC    DE    27-3271987   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

K-W Santiago Inc.    CA    95-4704530   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant as Specified in its

Charter

   

State or Other

Jurisdiction of
Incorporation
or
Organization

   

I.R.S.
Employer
Identification
Number

   

Address, Including Zip Code and
Telephone Number, Including Area Code
of Registrant’s Principal Executive Offices

KW Redmond Manager, LLC    DE    26-2773678   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Dillingham Ranch Aina LLC    DE    20-4635382   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

68-540 Farrington, LLC    DE    20-4879846   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Dillingham Aina LLC    DE    20-4788802   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Fund Management Group, LLC    CA    20-8342380   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson International    CA    95-3379144   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Tech, Ltd.    CA    95-4725845   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWP Financial I    CA    95-4506679   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Auction Group Inc.    CA    26-0808460   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kenney-Wilson Properties, LTD.    IL    36-2709910   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager IV, LLC    DE    45-1836132   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager V, LLC    DE    45-2477455   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Ireland, LLC    DE    45-1840083   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Equity IV, LLC    DE    45-2147199   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Real Estate Sales & Marketing    CA    45-2718656   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant as Specified in its

Charter

   

State or Other

Jurisdiction of
Incorporation
or
Organization

   

I.R.S.
Employer
Identification
Number

   

Address, Including Zip Code and
Telephone Number, Including Area Code
of Registrant’s Principal Executive Offices

KW Telstar Partners, LLC    DE    45-2718658   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors IV, LLC    DE    45-1837186   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors V, LLC    DE    45-2477357   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Meyers Research, LLC    DE    45-4723472   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Armacost, LLC    DE    45-2727561   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Santa Maria Land Partners Manager, LLC    DE    45-3630097   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Investment Adviser, LLC    DE    45-4320018   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Capital    CA    20-0315687   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Captowers Partners, LLC    DE    45-5023899   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Four Points, LLC    DE    45-5152394   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Loan Partners VII, LLC    DE    45-5153987   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors VII, LLC    DE    90-0845725   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager VII, LLC    DE    90-0846443   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Residential Capital, LLC    DE    46-0678305   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Boise Plaza, LLC    DE    45-5471242   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant as Specified in its

Charter

   

State or Other

Jurisdiction of
Incorporation
or
Organization

   

I.R.S.
Employer
Identification
Number

   

Address, Including Zip Code and
Telephone Number, Including Area Code
of Registrant’s Principal Executive Offices

KW Loan Partners VIII, LLC    DE    36-4735475   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Services IV, L.P.    DE    27-4787414   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Services IV GP, LLC    DE    27-4786391   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW/CV Third-Pacific Manager, LLC    DE    46-0708946   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Loan Partners II, LLC    DE    46-0961139   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors VIII, LLC    DE    46-0726774   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager VIII, LLC    DE    46-0726923   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 1200 Main, LLC    DE    46-1064734   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Harrington LLC    DE    46-0995523   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 5200 Lankershim Manager, LLC    DE    46-0941753   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager X, LLC    DE    46-1265534   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager XI, LLC    DE    46-1264104   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager XII, LLC    DE    46-1271047   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Real Estate Venture XIII, LLC    DE    46-1265831   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager XIII, LLC    DE    46-1271308   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant as Specified in its

Charter

   

State or Other

Jurisdiction of
Incorporation
or
Organization

   

I.R.S.
Employer
Identification
Number

   

Address, Including Zip Code and
Telephone Number, Including Area Code
of Registrant’s Principal Executive Offices

KWF Manager XV, LLC    DE    46-1271531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Loan Partners III, LLC    DE    46-1271589   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors I, LLC    DE    46-1271662   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Richfield Plaza, LLC    DE    46-1278805   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Currier Square Shopping Center, LLC    DE    46-1278901   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Creekview Shopping Center, LLC    DE    46-1279003   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Securities, LLC    DE    46-1279113   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Victory Land Loan, LLC    DE    46-1279225   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Victory Plaza Loan, LLC    DE    46-1288205   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2012Q LLC    DE    46-1288281   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2012R LLC    DE    46-1288508   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2012S LLC    DE    46-1288647   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2012T LLC    DE    46-3938854   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2012U LLC    DE    46-3938910   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Country Ridge IX, LLC    DE    46-3938942   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant as Specified in its

Charter

   

State or Other

Jurisdiction of
Incorporation
or
Organization

   

I.R.S.
Employer
Identification
Number

   

Address, Including Zip Code and
Telephone Number, Including Area Code
of Registrant’s Principal Executive Offices

KW 2012W LLC    DE    46-3938976   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors VIII, LLC    DE    46-3939009   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2012Y LLC    DE    46-3939059   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2012Z LLC    DE    46-3939059   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Park Santa Fe, LLC    DE    46-3904750   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Cypress, LLC    DE    46-3904963   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Tacoma Condos, LLC    DE    46-3905022   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Desert Ramrod, LLC    DE    46-3905108   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Red Cliff Shopping Center, LLC    DE    46-3905153   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Holiday Village Shopping Center, LLC    DE    46-3905222   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 9350 Civic Center Drive, LLC    DE    46-3905357   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Taylor Yard 55, LLC

    DE    46-3905403   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Hilltop Manager II, LLC

    DE    46-3905452   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013J LLC

    DE    46-3905513   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Bozeman Investors, LLC

    DE    46-3905557   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant as Specified in its

Charter

   

State or Other

Jurisdiction of
Incorporation
or
Organization

   

I.R.S.
Employer
Identification
Number

   

Address, Including Zip Code and
Telephone Number, Including Area Code
of Registrant’s Principal Executive Offices

KW One Baxter Way GP, LLC

    DE    46-3915723   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013M LLC

    DE    46-3915812   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013N LLC

    DE    46-3915857   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013O LLC

    DE    46-3915903   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013P LLC

    DE    46-3916010   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013Q LLC

    DE    46-3916138   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013R LLC

    DE    46-3916201   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013S LLC

    DE    46-3916322   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013T LLC

    DE    46-3916358   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013U LLC

    DE    46-3916408   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013V LLC

    DE    46-3916487   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013W LLC

    DE    46-3916532   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013X LLC

    DE    46-3920569   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013Y LLC

    DE    46-3920601   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013Z LLC

    DE    46-3920650   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant as Specified in its

Charter

   

State or Other

Jurisdiction of
Incorporation
or
Organization

   

I.R.S.
Employer
Identification
Number

   

Address, Including Zip Code and
Telephone Number, Including Area Code
of Registrant’s Principal Executive Offices

KW 2013AA LLC

    DE    46-3920736   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013BB LLC

    DE    46-3920773   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013CC LLC

    DE    46-3920817   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013DD LLC

    DE    46-3926602   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013EE LLC

    DE    46-3926730   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013FF LLC

    DE    46-3926759   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013GG LLC

    DE    46-3926828   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013HH LLC

    DE    46-3926914   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013II LLC

    DE    46-3926967   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013JJ LLC

    DE    46-3927000   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013KK LLC

    DE    46-3927085   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013LL LLC

    DE    46-3927126   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013MM LLC

    DE    46-3927168   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013NN LLC

    DE    46-3927224   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013OO LLC

    DE    46-3927274   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant as Specified in its

Charter

   

State or Other

Jurisdiction of
Incorporation
or
Organization

   

I.R.S.
Employer
Identification
Number

   

Address, Including Zip Code and
Telephone Number, Including Area Code
of Registrant’s Principal Executive Offices

KW 2013PP LLC

    DE    46-3927324   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013QQ LLC

    DE    46-3927382   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013RR LLC

    DE    46-3927427   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013SS LLC

    DE    46-3927471   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013TT LLC    DE    46-3927557   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013UU LLC    DE    46-3927600   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013VV LLC    DE    46-3938599   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013WW LLC    DE    46-3938668   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013XX LLC    DE    46-3938712   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013YY LLC    DE    46-3938770   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013ZZ LLC    DE    46-3938810   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016A LLC    DE    81-4189146   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016B LLC    DE    81-4189356   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016C LLC    DE    81-4189780   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016D LLC    DE    81-4189832   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant as Specified in its

Charter

   

State or Other

Jurisdiction of
Incorporation
or
Organization

   

I.R.S.
Employer
Identification
Number

   

Address, Including Zip Code and
Telephone Number, Including Area Code
of Registrant’s Principal Executive Offices

KW 2016E LLC    DE    81-4189891   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016F LLC    DE    81-4189986   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016G LLC    DE    81-4190083   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016H LLC    DE    81-4190149   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016I LLC    DE    81-4190270   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016J LLC    DE    81-4190483   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016K LLC    DE    81-4190377   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016L LLC    DE    81-4193152   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016M LLC    DE    81-4193197   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016N LLC    DE    81-4193244   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016O LLC

    DE    81-4193289   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016P LLC

    DE    81-4193337   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016Q LLC

    DE    81-4193504   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016R LLC

    DE    81-4193597   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016S LLC

    DE    81-4193794   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant as Specified in its

Charter

   

State or Other

Jurisdiction of
Incorporation
or
Organization

   

I.R.S.
Employer
Identification
Number

   

Address, Including Zip Code and
Telephone Number, Including Area Code
of Registrant’s Principal Executive Offices

KW 2016T LLC

    DE    81-4193832   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016U LLC

    DE    81-4193875   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016V LLC

    DE    81-4202248   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016W LLC

    DE    81-4202379   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016X LLC

    DE    81-4202429   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016Y LLC

    DE    81-4202469   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016Z LLC

    DE    81-4202521   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

PROSPECTUS

 

LOGO

 

 

KENNEDY-WILSON HOLDINGS, INC.

KENNEDY-WILSON, INC.

Common Stock

Preferred Stock

Warrants

Debt Securities

Guarantees of Debt Securities

 

Kennedy-Wilson Holdings, Inc. (“Kennedy-Wilson Holdings”) may offer and sell (i) shares of its common stock, (ii) shares of its preferred stock, which may be issued in one or more series, (iii) warrants to purchase its common stock or preferred stock and (iv) debt securities, which may be senior, senior subordinated or subordinated. The debt securities offered and sold by Kennedy-Wilson Holdings may be fully and unconditionally guaranteed by one or more of its subsidiaries. In addition, Kennedy-Wilson, Inc. (“Kennedy-Wilson”) may offer and sell debt securities, which may be senior, senior subordinated or subordinated. The debt securities offered and sold by Kennedy-Wilson will be fully and unconditionally guaranteed by Kennedy-Wilson Holdings and also may be fully and unconditionally guaranteed by one or more of Kennedy-Wilson’s subsidiaries. Any debt that may be issued pursuant to this prospectus may be secured.

Kennedy-Wilson Holdings and Kennedy-Wilson are sometimes referred to in this prospectus as the “issuers.”

The common stock, preferred stock, warrants, debt securities and guarantees being offered pursuant to this prospectus are collectively referred to in this prospectus as the “securities.” The securities may be offered from time to time, in one or more offerings, in amounts, at prices and on terms determined at the time of any such offering

The specific terms of the securities will be provided in one or more supplements to this prospectus at the time of offering. You should read this prospectus and the accompanying prospectus supplement carefully before you make your investment decision.

The securities may be offered directly by the applicable issuer, through agents designated from time to time or to or through underwriters or dealers. If any agents, dealers or underwriters are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections entitled “Plan of Distribution” and “About this Prospectus” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such series of securities.

Kennedy-Wilson Holdings’ common stock is listed on the New York Stock Exchange under the trading symbol “KW.” Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange.

The principal executive offices of the issuers are located at 151 S. El Camino Drive, Beverly Hills, California, and their telephone number is (310) 887-6400.

 

 

INVESTING IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE RISK FACTORS INCLUDED IN THE PERIODIC REPORTS FILED BY THE ISSUERS, IN ANY PROSPECTUS SUPPLEMENT RELATING TO SPECIFIC OFFERINGS OF SECURITIES AND IN OTHER DOCUMENTS THAT THE ISSUERS FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. SEE “RISK FACTORS” BEGINNING ON PAGE 1 OF THIS PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 2, 2016

 

Table of Contents

TABLE OF CONTENTS

 

RISK FACTORS

      1   

ABOUT THIS PROSPECTUS

      2   

KENNEDY-WILSON HOLDINGS, INC.

      3   

WHERE YOU CAN FIND ADDITIONAL INFORMATION

      4   

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      5   

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      6   

USE OF PROCEEDS

      8   

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS

      9   

DESCRIPTION OF SECURITIES

      10   

DESCRIPTION OF COMMON STOCK

      11   

DESCRIPTION OF PREFERRED STOCK

      12   

DESCRIPTION OF WARRANTS

      15   

DESCRIPTION OF DEBT SECURITIES

      17   

DESCRIPTION OF GUARANTEES

      27   

PLAN OF DISTRIBUTION

      28   

LEGAL MATTERS

      30   

EXPERTS

      30   

TRANSFER AGENT AND REGISTRAR

      31   

You should rely only on the information contained in this prospectus, in an accompanying prospectus supplement or incorporated by reference herein or therein. Neither issuer has authorized anyone to provide you with information or make any representation that is different. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which they relate, and this prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or solicitation. You should not assume that the information contained in this prospectus and any accompanying prospectus supplement is correct on any date after the respective dates of the prospectus and such prospectus supplement or supplements, as applicable, even though this prospectus and such prospectus supplement or supplements are delivered or securities are sold pursuant to the prospectus and such prospectus supplement or supplements at a later date. Since the respective dates of this prospectus and any accompanying prospectus supplement, the issuers’ respective businesses, financial conditions, results of operations and prospects may have changed. The issuers may use this prospectus to sell the securities only if it is accompanied by a prospectus supplement.

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RISK FACTORS

An investment in the securities involves a high degree of risk. You should consider carefully all of the material risks incorporated by reference in this prospectus, including the risk factors set forth in Kennedy-Wilson Holdings’ most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC, together with the other information contained in this prospectus and any applicable prospectus supplement before making a decision to invest in the securities. If any of the risks occur, the applicable issuer’s business, financial condition and operating results may be materially adversely affected. In that event, the trading price of the securities could decline, and you could lose all or part of your investment. This prospectus also contains or incorporates by reference forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated by the forward-looking statements as a result of specific factors, including the risks incorporated by reference in this prospectus. For more information, see the sections entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”

 

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ABOUT THIS PROSPECTUS

This prospectus is part of a “shelf” registration statement that the issuers have filed with the Securities and Exchange Commission, or SEC. Under this shelf registration process, the issuers may sell securities, from time to time, in one or more offerings. This prospectus provides you with a general description of the securities that may be offered, which is not meant to be a complete description of each security. Each time securities are sold, a prospectus supplement containing specific information about the terms of that offering will be provided, including the specific amounts, prices and terms of the securities offered. The prospectus supplement and any other offering material may also add to, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. You are urged to read both this prospectus and any prospectus supplement and any other offering material (including a free writing prospectus) prepared by or on behalf of the applicable issuer for a specific offering of securities, together with additional information described under the heading “Where You Can Find Additional Information” on page 4 of this prospectus. You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement and in any authorized free writing prospectus. Neither issuer has authorized anyone to provide you with different information. The issuers are not making an offer to sell or soliciting an offer to purchase these securities in any jurisdiction where the offer or sale is not permitted.

The issuers may offer the securities directly, through agents, or to or through underwriters or dealers. The applicable prospectus supplement will describe the terms of the plan of distribution and set forth the names of any underwriters involved in the sale of the securities. See “Plan of Distribution” beginning on page 27 for more information on this topic. No securities may be sold without delivery of a prospectus supplement describing the method and terms of the offering of those securities.

 

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KENNEDY-WILSON HOLDINGS, INC.

Unless otherwise stated or the context otherwise requires, as used in this section, the words “we,” “us,” “our” or the “company” refer to Kennedy-Wilson Holdings, Inc. and its subsidiaries.

We are 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 commercial properties located in the Western United States, the United Kingdom, Ireland, Spain, Italy and Japan. To complement our investment business, we also provide real estate services primarily to financial services clients.

Our value is primarily derived from our ownership in income-producing real estate assets. As of June 30, 2016, we have an ownership interest in approximately 59.6 million square feet of property globally, including 25,396 multifamily rental units and 18.5 million square feet of commercial property. In addition to our core income-producing real estate, we engage in redevelopment and value-add initiatives through which we seek to enhance cash flows or reposition asset to increase disposal value.

As of June 30, 2016, we have over 500 employees in 25 offices throughout the United States, the United Kingdom, Ireland, Jersey, Spain, Italy and Japan and manage and work with over 5,000 operating associates.

Our principal executive offices are located at 151 S. El Camino Drive, Beverly Hills, CA 90212, and our telephone number is (310) 887-6400. Our website is http://www.kennedywilson.com. The information contained in, or that can be accessed through, our website is not part of this prospectus.

 

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

The issuers have filed a registration statement on Form S-3 with respect to the securities offered by this prospectus with the SEC in accordance with the Securities Act of 1933, as amended, or the Securities Act, and the rules and regulations enacted under its authority. This prospectus, which constitutes a part of the registration statement, does not contain all of the information included in the registration statement and its exhibits and schedules. Statements contained in this prospectus regarding the contents of any document referred to in this prospectus are not necessarily complete, and, in each instance, you are referred to the full text of the document that is filed or incorporated by reference as an exhibit to the registration statement. Each statement concerning a document that is filed or incorporated by reference as an exhibit should be read along with the entire document. Kennedy-Wilson Holdings files annual, quarterly and current reports and other information with the SEC. For further information regarding the issuers and the securities offered by this prospectus, please refer to the registration statement and its exhibits and schedules, which may be inspected without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also read and copy Kennedy-Wilson Holdings’ reports and other information filed with the SEC at the SEC’s Public Reference Room. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.

The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers, such as Kennedy-Wilson Holdings, that file electronically with the SEC. The SEC’s website address is http://www.sec.gov.

Kennedy-Wilson Holdings’ corporate website is http://www.kennedywilson.com. The information contained in, or that can be accessed through, that website is not part of this prospectus and should not be relied upon in determining whether to purchase the securities.

 

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows information in documents that Kennedy-Wilson Holdings files with the SEC to be incorporated by reference, which means that important information may be disclosed to you by referring you to those documents on file with the SEC. The information incorporated by reference is considered to be a part of this prospectus. The following documents of Kennedy-Wilson Holdings are deemed to be incorporated by reference:

 

  •   our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 29, 2016, as amended by Amendment No. 1 to such Annual Report, filed with the SEC on March 25, 2016 (File No. 001-33824);

 

  •   our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016, filed with the SEC on May 6, 2016 and August 5, 2016, respectively (File No. 001-33824);

 

  •   our Current Reports on Form 8-K, filed with the SEC on March 2, 2016 (excluding Item 7.01 and Exhibit 99.1), April 19, 2016, May 9, 2016 (excluding Item 7.01 and Exhibit 99.1), May 20, 2016, June 2, 2016, June 9, 2016, June 29, 2016, August 8, 2016 (excluding Item 7.01 and Exhibit 99.1), August 12, 2016 and September 19, 2016 (File No. 001-33824);

 

  •   the portions of our Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2016 (File No. 001-33824), that are incorporated by reference in Part III of our Annual Report on Form 10-K for the year ended December 31, 2015;

 

  •   the description of Kennedy-Wilson Holdings’ common stock incorporated by reference in the Registration Statement on Form 8-A, filed with the SEC on March 18, 2010 (File No. 001-33824), including any amendments or reports filed for purpose of updating such description; and

 

  •   any future filings of Kennedy-Wilson Holdings with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, on or after the date of this prospectus but prior to the termination of the applicable offering covered by this prospectus.

Any statement in a document incorporated or deemed to be incorporated by reference in this prospectus is deemed to be modified or superseded to the extent that a statement contained in this prospectus, or in any other document subsequently filed with the SEC and incorporated by reference, modifies or supersedes that statement. If any statement is so modified or superseded, it does not constitute a part of this prospectus, except as modified or superseded.

Information that is “furnished to” the SEC shall not be deemed “filed with” the SEC and shall not be deemed incorporated by reference into this prospectus or the registration statement of which this prospectus is a part.

Each person, including any beneficial owner, to whom a prospectus is delivered, is entitled to receive a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may request a copy of these filings, at no cost, by writing or telephoning Kennedy-Wilson Holdings at the following address and phone number:

Kennedy-Wilson Holdings, Inc.

151 S. El Camino Drive

Beverly Hills, CA 90212

(310) 887-6400

Attn: Senior Vice President, Deputy General Counsel and Secretary

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements made by in this prospectus and in other reports and statements released by either issuer that are not historical facts constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21 of the Securities Exchange Act. These forward-looking statements are necessary estimates reflecting the judgment of senior management based on current estimates, expectations, forecasts and projections and include comments that express current opinions about trends and factors that may impact future operating results. Disclosures that use words such as “believe,” “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 are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of the issuers’ control, and involve known and unknown risks and uncertainties that could cause 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. Although the issuers believe that their plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, no assurance can be given that the transactions and events described will happen as described (or that they will happen at all). In evaluating these statements, you should specifically consider the risks referred to under the heading “Risk Factors” on page 1 of this prospectus, and in the reports Kennedy-Wilson Holdings files from time to time with the SEC and incorporates by reference herein, including, but not limited to, the following factors:

 

  •   disruptions in general economic and business conditions, particularly in geographies where the issuers’ respective businesses may be concentrated;

 

  •   volatility and disruption of the capital and credit markets, higher interest rates, higher loan costs, less desirable loan terms and a reduction in the availability of mortgage loans, all of which could increase costs and could limit our ability to acquire additional real estate assets;

 

  •   continued high levels of, or increases in, unemployment and general slowdowns in commercial activity;

 

  •   the issuers’ leverage and ability to refinance existing indebtedness or incur additional indebtedness;

 

  •   an increase in the issuers’ debt service obligations;

 

  •   the issuers’ ability to generate a sufficient amount of cash from operations to satisfy working capital requirements and to service their existing and future indebtedness;

 

  •   the issuers’ ability to achieve improvements in operating efficiency;

 

  •   foreign currency fluctuations;

 

  •   adverse changes in the securities markets;

 

  •   the issuers’ ability to retain their senior management and attract and retain qualified and experienced employees;

 

  •   the issuers’ ability to retain major clients and renew related contracts;

 

  •   trends in use of large, full-service commercial real estate providers;

 

  •   changes in tax laws in the United States, Europe or Japan that reduce or eliminate deductions or other tax benefits the issuers receive;

 

  •   future acquisitions may not be available at favorable prices or upon advantageous terms and conditions; and

 

  •   costs relating to the acquisition of assets the issuers may acquire could be higher than anticipated.

 

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Any such forward-looking statements, whether made in this prospectus or elsewhere, should be considered in the context of the various disclosures made by the issuers about their respective businesses including, without limitation, the risk factors discussed above. Except as required under the federal securities laws and the rules and regulations of the SEC, none of the issuers intends or has an obligation to update publicly any forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise.

 

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USE OF PROCEEDS

Unless otherwise set forth in a prospectus supplement, the applicable issuer intends to use the net proceeds it may receive from any offering of its securities pursuant to this prospectus for working capital and other general corporate purposes, including acquisitions, repayment or refinancing of debt, additions to working capital, capital expenditures, investments in its subsidiaries, stock repurchases and other business opportunities. The applicable issuer will have significant discretion in the use of any net proceeds. Additional information about the use of the net proceeds from the sale of securities may be provided in an applicable prospectus supplement or other offering materials relating to the offered securities.

 

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RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS

The following table sets forth Kennedy-Wilson Holdings’ ratio of earnings to fixed charges and ratio of earnings to fixed charges and preferred dividends for the periods indicated:

 

            Year Ended December 31,  
     Six Months Ended
June 30, 2016		      2015      2014      2013      2012      2011  

Ratio of earnings to fixed charges

      1.05         1.62         2.15         1.76         1.41         n/a   

Ratio of earnings to combined fixed charges and preferred stock dividends

      1.04         1.59         2.03         1.54         1.13         n/a   

The ratio of earnings to fixed charges is calculated by dividing earnings, as defined, by fixed charges, as defined. For this purpose, “earnings” consist of pretax income from continuing operations before noncontrolling interest and equity in income of joint ventures plus operating distributions from equity investees, and “fixed charges” consists of interest expense, whether capitalized or expensed, amortization related to indebtedness and premiums or discounts of stock issuances and an estimate of interest expense within rental expense. For the year ended December 31, 2011, Kennedy-Wilson Holdings’ earnings were insufficient to cover fixed charges, and the deficiency of earnings was $6.5 million.

The ratio of earnings to combined fixed charges and preferred stock dividends is calculated by dividing earnings, as defined, by fixed charges, as defined. For this purpose, “earnings” and “fixed charges” have the respective meanings assigned above. “Preferred stock dividends” refers to preferred dividend requirements of consolidated subsidiaries. For the year ended December 31, 2011, Kennedy-Wilson Holdings’ earnings were insufficient to cover fixed charges and preferred stock dividends, and the deficiency of earnings was $15.3 million.

 

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DESCRIPTION OF SECURITIES

This prospectus contains summary descriptions of the common stock, preferred stock, warrants, debt securities and guarantees that may be offered and sold from time to time. These summary descriptions are not meant to be complete descriptions of each security. At the time of an offering and sale, this prospectus together with the accompanying prospectus supplement will contain the material terms of the securities being offered.

 

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DESCRIPTION OF COMMON STOCK

Unless otherwise stated or the context otherwise requires, as used in this section, the words “we,” “us,” “our” or the “company” refer to Kennedy-Wilson Holdings, Inc. and its subsidiaries.

Our amended and restated certificate of incorporation authorizes the issuance of 200,000,000 shares of common stock, par value $0.0001. As of October 30, 2016, 113,318,152 shares of common stock were issued and outstanding. Holders of common stock have exclusive voting rights for the election of our directors and all other matters requiring stockholder action, except with respect to amendments to our amended and restated certificate of incorporation that alter or change the powers, preferences, rights or other terms of any outstanding preferred stock if the holders of such affected series of preferred stock are entitled to vote on such an amendment. Holders of common stock are entitled to one vote per share on matters to be voted on by stockholders and also are entitled to receive such dividends, if any, as may be declared from time to time by our board of directors in its discretion out of funds legally available therefor. The payment of dividends, if ever, on the common stock will be subject to (i) the prior payment of dividends on any outstanding shares of preferred stock, and (ii) compliance with any applicable limitation in our debt agreements, including debt securities issued pursuant to this prospectus and any prospectus supplement. Our common stock has no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock.

Our board of directors is divided into three classes, each of which generally serve for a term of three years with only one class of directors being elected in each year. A plurality of the votes cast at a stockholders meeting is sufficient to elect any director into office. There is no cumulative voting with respect to the election of directors.

 

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DESCRIPTION OF PREFERRED STOCK

Unless otherwise stated or the context otherwise requires, as used in this section, the words “we,” “us,” “our” or the “company” refer to Kennedy-Wilson Holdings, Inc. and its subsidiaries.

General. Our amended and restated certificate of incorporation provides that we may issue up to 1,000,000 shares of preferred stock, $0.0001 par value per share, or preferred stock. Our amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, the designations, powers, and preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions, applicable to the shares of each series of preferred stock. Our board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control or the removal of existing management by diluting the stock ownership or voting rights of a person seeking to obtain control of the company or remove existing management. As of October 30, 2016, 32,550 shares of our series B preferred stock were issued and outstanding. Other than the series B preferred stock, no shares of preferred stock are currently outstanding.

The specific terms of a particular class or series of preferred stock will be described in the prospectus supplement relating to that class or series, including a prospectus supplement providing that preferred stock may be issuable upon the exercise of warrants, or upon the conversion of any debt securities, that we issue pursuant to this prospectus. The description of preferred stock set forth below and the description of the terms of a particular class or series of preferred stock set forth in the applicable prospectus supplement do not purport to be complete and are qualified in their entirety by reference to the articles supplementary relating to that class or series.

The preferences and other terms of the preferred stock of each class or series will be fixed by the certificate of designation relating to such class or series. A prospectus supplement, relating to each class or series, will specify the terms of the preferred stock as follows:

 

  •   the title and stated value of such preferred stock;

 

  •   the number of shares of such preferred stock offered, the liquidation preference per share and the offering price of such preferred stock;

 

  •   the dividend rate(s), period(s), and/or payment date(s) or method(s) of calculation thereof applicable to such preferred stock;

 

  •   whether such preferred stock is cumulative or not and, if cumulative, the date from which dividends on such preferred stock shall accumulate;

 

  •   the provision for a sinking fund, if any, for such preferred stock;

 

  •   the provision for redemption, if applicable, of such preferred stock;

 

  •   any listing of such preferred stock on any securities exchange;

 

  •   preemptive rights, if any;

 

  •   the terms and conditions, if applicable, upon which such preferred stock will be converted into our common stock, including the conversion price (or manner of calculation thereof);

 

  •   a discussion of any material United States federal income tax consequences applicable to an investment in such preferred stock;

 

  •   the relative ranking and preferences of such preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of our company;

 

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  •   any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with such class or series of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of our company;

 

  •   any voting rights of such preferred stock; and

 

  •   any other specific terms, preferences, rights, limitations or restrictions of such preferred stock.

Rank. Unless otherwise specified in the applicable prospectus supplement, the preferred stock will, with respect to dividend rights and rights upon liquidation, dissolution or winding up of our company, rank: (i) senior to all classes or series of our common stock, and to any other class or series of our stock expressly designated as ranking junior to the preferred stock; (ii) on parity with any class or series of our stock expressly designated as ranking on parity with the preferred stock; and (iii) junior to any other class or series of our stock expressly designated as ranking senior to the preferred stock.

Conversion Rights. The terms and conditions, if any, upon which any shares of any class or series of preferred stock are convertible into our common stock will be set forth in the applicable prospectus supplement relating thereto. Such terms will include the number of shares of our common stock into which the shares of preferred stock are convertible, the conversion price (or manner of calculation thereof), the conversion period, provisions as to whether conversion will be at the option of the holders of such class or series of preferred stock, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption of such class or series of preferred stock.

Power to Increase Authorized Stock and Issue Additional Shares of Our Preferred Stock. The number of authorized shares of preferred stock may be increased by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to the resolutions adopted by the board of directors for such series. Our board of directors has the power to issue additional authorized but unissued shares of our preferred stock and to classify or reclassify unissued shares of our preferred stock and thereafter to cause us to issue such classified or reclassified shares of stock. Although our board of directors does not intend to do so, it could authorize us to issue a class or series that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for our stockholders or otherwise be in their best interest.

Dividend Limitations. The payment of dividends, if ever, on the preferred stock will be subject to compliance with any applicable limitations in our debt agreements, including debt securities issued pursuant to this prospectus and any prospectus supplement.

6.452% Convertible Series B Preferred Stock

General. Our board of directors and a duly authorized committee thereof approved the certificate of designation, a copy of which we have previously filed with the SEC and which we incorporate by reference as an exhibit to the registration statement of which this prospectus is a part, creating the series B preferred stock as a class of our preferred stock, designated as the 6.452% convertible series B preferred stock. The outstanding series B preferred stock is validly issued, fully paid and nonassessable.

Ranking. The series B preferred stock ranks, with respect to dividend rights and rights upon our liquidation, dissolution or winding-up:

 

  •   senior to all classes or series of our common stock, and to any other class or series of our stock expressly designated as ranking junior to the series B preferred stock;

 

  •   on parity with any class or series of our stock expressly designated as ranking on parity with the series B preferred stock; and

 

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  •   junior to any other class or series of our stock expressly designated as ranking senior to the series B preferred stock.

Dividend Rate and Payment Date. Investors are entitled to receive cumulative cash dividends on the series B preferred stock from and including the date of original issue, payable quarterly in arrears on or about the last calendar day of January, April, July and October of each year, commencing September 30, 2010, at the rate of 6.452% per annum of the $1,000.00 liquidation preference per share. Dividends on the series B preferred stock will accrue whether or not we have earnings, whether or not there are funds legally available for the payment of such dividends. Our debt agreements, including debt securities issued pursuant to this prospectus and any prospectus supplement, may restrict our ability to declare and pay dividends on our preferred stock.

Liquidation Preference. If we liquidate, dissolve or wind-up, holders of the series B preferred stock will have the right to receive $1,000.00 per share, plus accrued and unpaid dividends (whether or not earned or declared) up to and including the date of payment, before any payment is made to holders of our common stock and any other class or series of stock ranking junior to the series B preferred stock as to liquidation rights. The rights of holders of series B preferred stock to receive their liquidation preference will be subject to the proportionate rights of any other class or series of our stock ranking on parity with the series B preferred stock as to liquidation.

Optional Conversion and Mandatory Conversion. Prior to November 3, 2018, each share of series B preferred stock is convertible, at the option of the holder at any time, into approximately 103 shares of our common stock, subject to adjustments under certain circumstances, or the series B conversion rate. At any time on or after May 3, 2017 and prior to November 3, 2018, we have the option to convert all or part of the outstanding shares of series B preferred stock into shares of common stock at the series B conversion rate. On November 3, 2018, each outstanding share of series B preferred stock will automatically be converted into shares of our common stock at the series B conversion rate.

Voting Rights. Holders of series B preferred stock generally have no voting rights. However, if we are in arrears on dividends on the series B preferred stock for three or more quarterly periods, whether or not consecutive, holders of the series B preferred stock (voting together as a class with the holders of all other classes or series of parity preferred stock upon which like voting rights have been conferred and are exercisable) will be entitled to vote at our next annual meeting or special meeting of stockholders for the election of two additional directors to serve on our board of directors until all unpaid dividends and the dividend for the then-current period with respect to the series B preferred stock and any other class or series of parity preferred stock have been paid or declared and a sum sufficient for the payment thereof set aside for payment. In addition, we may not make certain material and adverse changes to the terms of the series B preferred stock without the affirmative vote of the holders of at least two-thirds of the outstanding shares of series B preferred stock and the holders of all other shares of any class or series ranking on parity with the series B preferred stock that are entitled to similar voting rights (voting together as a single class).

Transfer Agent and Registrar. The transfer agent and registrar for our series B preferred stock is Continental Stock Transfer & Trust Company.

 

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DESCRIPTION OF WARRANTS

Unless otherwise stated or the context otherwise requires, as used in this section, the words “we,” “us,” “our” or the “company” refer to Kennedy-Wilson Holdings, Inc. and its subsidiaries.

This section describes the general terms and provisions of our warrants to acquire our securities that we may issue from time to time. The applicable prospectus supplement will describe the terms of any warrant agreements and the warrants issuable thereunder. If any particular terms of the warrants described in the prospectus supplement differ from any of the terms described herein, then the terms described herein will be deemed superseded by that prospectus supplement.

We may issue warrants for the purchase of our common stock or preferred stock. We may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement that we will enter into with a bank or trust company, as warrant agent, as detailed in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation, or agency or trust relationship, with you. We will file a copy of the warrant and warrant agreement with the SEC each time we issue a series of warrants, and these warrants and warrant agreements will be incorporated by reference into the registration statement of which this prospectus is a part. A holder of our warrants should refer to the provisions of the applicable warrant agreement and prospectus supplement for more specific information.

The prospectus supplement relating to a particular issue of warrants will describe the terms of those warrants, including, when applicable:

 

  •   the offering price;

 

  •   the currency or currencies, including composite currencies, in which the price of the warrants may be payable;

 

  •   the number of warrants offered;

 

  •   the securities underlying the warrants, including the securities of third parties or other rights, if any, to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of the warrants;

 

  •   the exercise price and the amount of securities you will receive upon exercise;

 

  •   the procedure for exercise of the warrants and the circumstances, if any, that will cause the warrants to be automatically exercised;

 

  •   the rights, if any, we have to redeem the warrants;

 

  •   the date on which the right to exercise the warrants will commence and the date on which the warrants will expire;

 

  •   the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security;

 

  •   the date on and after which the warrants and the related securities will be separately transferable;

 

  •   material U.S. federal income tax consequences;

 

  •   the name of the warrant agent; and

 

  •   any other material terms of the warrants.

After the warrants expire they will become void. The prospectus supplement may provide for the adjustment of the exercise price of the warrants.

 

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Warrants may be exercised at the appropriate office of the warrant agent or any other office indicated in the applicable prospectus supplement. Before the exercise of warrants, holders will not have any of the rights of holders of the securities purchasable upon exercise and will not be entitled to payments made to holders of those securities.

The applicable warrant agreement may be amended or supplemented without the consent of the holders of the warrants to which it applies to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants. However, any amendment that materially and adversely alters the rights of the holders of warrants will not be effective unless the holders of at least a majority of the applicable warrants then outstanding approve the amendment. Every holder of an outstanding warrant at the time any amendment becomes effective, by continuing to hold the warrant, will be bound by the applicable warrant agreement as amended. The prospectus supplement applicable to a particular series of warrants may provide that certain provisions of the warrants, including the securities for which they may be exercisable, the exercise price and the expiration date, may not be altered without the consent of the holder of each warrant.

 

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DESCRIPTION OF DEBT SECURITIES

This prospectus covers the offer and sale of debt securities of Kennedy-Wilson Holdings or of Kennedy-Wilson. As used in this section, the term “applicable issuer” refers to Kennedy-Wilson Holdings, in the case of debt securities of Kennedy-Wilson Holdings, or Kennedy-Wilson, in the case of debt securities of Kennedy-Wilson, in each case excluding any of the issuers’ respective subsidiaries, unless expressly stated or the context requires otherwise.

Any debt securities of Kennedy-Wilson offered and sold pursuant to this prospectus will be fully and unconditionally guaranteed by Kennedy-Wilson Holdings and may also be fully and unconditionally guaranteed by one or more of its subsidiaries.

The Indentures Relating to this Prospectus

Any debt securities offered and sold pursuant to this prospectus will be issued under one of the following indentures (including any supplements to the indentures listed below):

 

  •   that certain indenture, which we refer to as the “2012 base indenture,” dated as of November 28, 2012, between Kennedy-Wilson and Wilmington Trust, National Association, as trustee;

 

  •   that certain indenture, which we refer to as the “2014 base indenture,” dated as of March 25, 2014, between Kennedy-Wilson and Wilmington Trust, National Association, as trustee; or

 

  •   an indenture, which we refer to as a “new base indenture,” to be entered into between (1) Kennedy-Kennedy-Wilson or Wilson Holdings and (2) the trustee to be named therein.

For purposes of this description, the term “applicable base indenture” means the 2012 base indenture, 2014 base indenture or the new base indenture, as applicable, pursuant to which a particular series of debt securities will be issued.

The Series of Debt Securities that May Be Offered and Sold Pursuant to this Prospectus

Debt securities issued pursuant to an applicable base indenture may consist of:

 

  •   an existing series of debt securities of Kennedy-Wilson, titled the 7.75% Senior Notes due 2042, which we refer to as the “2042 notes,” to be issued pursuant to the 2012 base indenture;

 

  •   an existing series of debt securities of Kennedy-Wilson, titled the 5.875% Senior Notes due 2024, which we refer to as the “2024 notes,” to be issued pursuant to the 2014 base indenture; or

 

  •   a new series of debt securities of Kennedy-Wilson or Kennedy-Wilson Holdings, which we refer to as “new debt securities,” to be issued pursuant to the 2012 base indenture, the 2014 base indenture or a new base indenture.

The terms of any 2042 notes or 2024 notes we may offer and sell pursuant to this offering will be described in a supplement to this prospectus. The basic terms of any new series of debt securities we may issue pursuant to this prospectus are described below, and the specific terms of any such new series of debt securities (including any variations to the basic terms described below) will be described in a supplement to this prospectus.

Terms of New Series of Debt Securities

The following description, together with the additional information included in any applicable prospectus supplement, summarizes certain general terms and provisions of any new debt securities that may be offered under this prospectus. When a particular series of new debt securities is offered and sold, a description of the specific terms of the series will be included in a supplement to this prospectus. The supplement will also indicate to what extent the general terms and provisions described in this prospectus apply to a particular series of new debt securities.

 

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Solely for purposes of the description below, in connection with the issuance of a new series of new debt securities pursuant to the 2012 base indenture or the 2014 base indenture, the 2042 notes or the 2024 notes, respectively, will be deemed to be a series of new debt securities separate from such new series of debt securities.

The new debt securities that may be offered pursuant to this prospectus may be senior, senior subordinated or subordinated obligations, and, unless otherwise specified in a supplement to this prospectus, the new debt securities will be the direct, unsecured obligations of the applicable issuer and may be issued in one or more series.

The new debt securities will be issued pursuant to the applicable base indenture between the applicable issuer and a trustee, which will be named in the applicable supplement to this prospectus (or, in the case of new debt securities to be issued pursuant to the 2012 base indenture or the 2014 base indenture, Wilmington Trust, National Association, or any successor trustee). Select portions of the applicable base indenture are summarized below. The summary is not complete. The form of each applicable base indenture, which may be modified prior to an offering, has been filed as an exhibit to the registration statement of which this prospectus forms a part, and you should read the applicable base indenture for provisions that may be important to you. Capitalized terms used in the summary and not defined herein have the meanings specified in the applicable base indenture.

General

The terms of each series of new debt securities will be established by or pursuant to a resolution of the applicable issuer’s board of directors and set forth or determined in the manner provided in a resolution of such board of directors, in an officer’s certificate or by a supplemental indenture to the applicable base indenture. The particular terms of each series of new debt securities will be described in a prospectus supplement relating to such series (including any pricing supplement or term sheet).

The applicable issuer can issue an unlimited amount of new debt securities under the applicable base indenture that may be in one or more series with the same or various maturities, at par, at a premium, or at a discount. The prospectus supplement (including any pricing supplement or term sheet) relating to any series of new debt securities being offered will set forth the aggregate principal amount and other terms of the new debt securities, including, if applicable:

 

  •   the title and ranking of the new debt securities (including the terms of any subordination provisions);

 

  •   the price or prices (expressed as a percentage of the principal amount) at which the new debt securities will be sold;

 

  •   any limit on the aggregate principal amount of the new debt securities;

 

  •   the date or dates on which the principal of the securities of the series is payable;

 

  •   the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the new debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;

 

  •   the place or places where principal of, and interest, if any, on the new debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to the applicable issuer in respect of the new debt securities may be delivered;

 

  •   the period or periods within which, the price or prices at which and the terms and conditions upon which the applicable issuer may redeem the new debt securities;

 

  •  

any obligation the applicable issuer will have to redeem or purchase the new debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of new debt securities and the

 

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period or periods within which, the price or prices at which and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

 

  •   the dates on which and the price or prices at which the applicable issuer will repurchase new debt securities at the option of the holders of new debt securities and other detailed terms and provisions of these repurchase obligations;

 

  •   the denominations in which the new debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;

 

  •   whether the new debt securities will be issued in the form of certificated debt securities or global debt securities;

 

  •   the portion of the principal amount of the new debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;

 

  •   the currency of denomination of the new debt securities, which may be U.S. dollars or any foreign currency, and, if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;

 

  •   the designation of the currency, currencies or currency units in which payment of the principal of or premium, if any, and interest on the new debt securities will be made;

 

  •   if payments of the principal of or premium, if any, or interest on the new debt securities will be made in one or more currencies or currency units other than that or those in which the new debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;

 

  •   the manner in which the amounts of payment of the principal of or premium, if any, or interest on the new debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies other than that in which the new debt securities are denominated or designated to be payable or by reference to a commodity, commodity index, stock exchange index or financial index;

 

  •   any provisions relating to any security provided for the new debt securities;

 

  •   any addition to, deletion of or change in the Events of Default described in this prospectus or set forth in the applicable base indenture with respect to the new debt securities and any change in the acceleration provisions described in this prospectus or in the applicable base indenture with respect to the new debt securities;

 

  •   any addition to, deletion of or change in the covenants described in this prospectus or set forth in the applicable base indenture with respect to the new debt securities;

 

  •   any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the new debt securities;

 

  •   the provisions, if any, relating to conversion or exchange of any securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange;

 

  •   if applicable, the terms of any guarantee of the new debt securities; and

 

  •   any other terms of the new debt securities, which may supplement, modify or delete any provision of the applicable base indenture as it applies to that series or any guarantees of new debt securities of that series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the securities.

The applicable issuer may issue new debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant to the terms of

 

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the applicable base indenture. Information on material federal income tax considerations and other special considerations applicable to any of these new debt securities will be provided in the applicable prospectus supplement.

If the purchase price of any of the new debt securities is denominated in a foreign currency or currencies or a foreign currency unit or units, or if the principal of, and any premium and interest on, any series of new debt securities is payable in a foreign currency or currencies or a foreign currency unit or units, then information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of new debt securities and such foreign currency or currencies or foreign currency unit or units will be provided in the applicable prospectus supplement.

Transfer and Exchange

Each new debt security will be represented by either one or more global securities registered in the name of The Depository Trust Company, or the Depositary, or a nominee of the Depositary (which is referred to as a “book-entry debt security”) or a certificate issued in definitive registered form (which is referred to as a “certificated debt security”), as set forth in the applicable prospectus supplement. Except in limited circumstances, book-entry debt securities will not be issuable in certificated form.

Certificated Debt Securities. You may transfer or exchange certificated debt securities at any office the applicable issuer maintains for this purpose in accordance with the terms of the applicable base indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange may be required.

You may effect the transfer of certificated debt securities and the right to receive the principal of, or any premium or interest on, certificated debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by the applicable issuer or the trustee of the certificate to the new holder or the issuance by the applicable issuer or the trustee of a new certificate to the new holder.

Global Debt Securities and Book-Entry System. Each global debt security representing book-entry debt securities will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or a nominee of the Depositary.

Covenants

Any restrictive covenants applicable to any issue of new debt securities will be set forth in the applicable prospectus supplement.

No Protection In the Event of a Change of Control

Unless stated otherwise in the applicable prospectus supplement, the new debt securities will not contain any provisions that may afford holders of the new debt securities protection in the event the applicable issuer has a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control) that could adversely affect holders of new debt securities.

Consolidation, Merger and Sale of Assets

The applicable issuer may not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to any person (a “successor person”) unless:

 

  •   the applicable issuer is the surviving person or the successor person (if other than the applicable issuer) is a person that is organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the applicable issuer’s obligations on the new debt securities and under the applicable base indenture; and

 

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  •   immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.

Notwithstanding the above, any subsidiaries of the applicable issuer may consolidate with, merge into or transfer all or part of its properties to the applicable issuer.

Events of Default

“Event of Default” means, with respect to any series of new debt securities, any of the following:

 

  •   a default in the payment of any interest upon any new debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by the applicable issuer with the trustee or with a paying agent prior to the expiration of the 30-day period);

 

  •   a default in the payment of principal of any security of that series at its maturity;

 

  •   a default in the deposit of any sinking fund payment, if, when and as due by the terms of the new debt securities of that series, and the continuance of such default for a period of 60 days;

 

  •   a default in the performance or breach of any other covenant or warranty by the applicable issuer (or, in the case the new debt securities of that series are subject to a guarantee, the guarantor of such guarantee) in the applicable base indenture (other than a covenant or warranty that has been included in the applicable base indenture solely for the benefit of a series of new debt securities other than that series), which default continues uncured for a period of 60 days after the applicable issuer receives written notice from the trustee or the applicable issuer and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding new debt securities of that series as provided in the applicable base indenture;

 

  •   if the new debt securities of such series are subject to a guarantee of a guarantor, such guarantee shall for any reason cease to be, or shall for any reason be asserted in writing by such guarantor or the applicable issuer not to be, in full force and effect and enforceable in accordance with its terms, except to the extent contemplated or permitted by the applicable base indenture or the terms of the new debt securities of that series;

 

  •   certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of the applicable issuer; and

 

  •   any other Event of Default provided with respect to new debt securities of that series that is described in the applicable prospectus supplement.

No Event of Default with respect to a particular series of new debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an Event of Default with respect to any other series of new debt securities. The occurrence of certain Events of Default or an acceleration under the applicable base indenture may constitute an event of default under certain other indebtedness of the applicable issuer or its subsidiaries outstanding from time to time.

If an Event of Default with respect to new debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than 25% in principal amount of the outstanding new debt securities of that series may, by a notice in writing to the applicable issuer (and to the trustee if given by the holders), declare to be due and payable immediately the principal of (or, if the new debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series), and any premium and accrued and unpaid interest on, all new debt securities of that series. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of, and any premium and accrued and unpaid interest on, all outstanding new debt securities of the

 

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applicable series will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding new debt securities. At any time after a declaration of acceleration with respect to new debt securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding new debt securities of that series may rescind and annul the acceleration if all Events of Default (other than the non-payment of accelerated principal, premium and interest, if any, with respect to new debt securities of that series) have been cured or waived as provided in the applicable base indenture. You are referred to the prospectus supplement relating to any series of new debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an Event of Default.

The applicable base indenture will provide that the trustee will be under no obligation to exercise any of its rights or powers under the applicable base indenture unless the trustee receives indemnity satisfactory to it against any cost, liability or expense which might be incurred by it in exercising such right of power. Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding new debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the new debt securities of that series.

No holder of any new debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the applicable base indenture or for the appointment of a receiver or trustee, or for any remedy under the applicable base indenture, unless:

 

  •   that holder has previously given to the trustee written notice of a continuing Event of Default with respect to new debt securities of that series; and

 

  •   the holders of not less than 25% in principal amount of the outstanding new debt securities of that series have made written request, and offered reasonable indemnity or security, to the trustee to institute the proceeding as trustee, and the trustee has (x) not received from the holders of not less than a majority in principal amount of the outstanding new debt securities of that series a direction inconsistent with that request and (y) failed to institute the proceeding within 60 days.

Notwithstanding any other provision in the applicable base indenture, the holder of any new debt security will have an absolute and unconditional right to receive payment of the principal of, and any premium and interest on, that new debt security on or after the due dates expressed in that new debt security and to institute suit for the enforcement of payment.

The applicable base indenture will require the applicable issuer to, within 120 days after the end of its fiscal year, furnish to the trustee a statement as to compliance with the applicable base indenture. If a Default or Event of Default occurs and is continuing with respect to the securities of any series and is known to a responsible officer of the trustee, then the trustee must mail to each holder of the securities of that series notice of a Default or Event of Default within 90 days after it occurs. The applicable base indenture will provide that the trustee may withhold notice to the holders of new debt securities of any series of any Default or Event of Default (except in payment on any new debt securities of that series) with respect to new debt securities of that series if the trustee determines in good faith that withholding notice is in the interest of the holders of those new debt securities.

Modification and Waiver

The applicable issuer, the applicable guarantors, if any, and the trustee may modify and amend the applicable base indenture or the new debt securities of any series without the consent of any holder of any new debt security:

 

  •   to cure any ambiguity, defect or inconsistency;

 

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  •   to evidence the succession of another person to the applicable issuer or, if applicable, any guarantor and the assumption by such successor person of the covenants of the applicable issuer or such guarantor, as applicable, in or pursuant to the applicable base indenture and in the new debt securities or the guarantees of such guarantor, as applicable;

 

  •   to secure or provide additional security for all or any new debt securities of any series;

 

  •   to add to the covenants of the applicable issuer or, if applicable, any guarantor for the benefit of the holders of all or any new debt securities of any series or to surrender any right or power conferred upon the applicable issuer or, if applicable, any guarantor with regard to all or any new debt securities of any series;

 

  •   to provide for uncertificated debt securities in addition to or in place of certificated debt securities;

 

  •   to make any change that does not materially adversely affect the rights of any holder;

 

  •   to provide for the issuance of and establish the form, terms and conditions of new debt securities of any series and any guarantees thereof, as permitted by the applicable base indenture;

 

  •   to evidence and provide for the acceptance of appointment by a successor trustee with respect to the new debt securities of one or more series and to add to or change any of the provisions of the applicable base indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee;

 

  •   to comply with requirements of the SEC in order to effect or maintain the qualification of the applicable base indenture under the Trust Indenture Act;

 

  •   to amend the provisions of the applicable base indenture relating to the transfer and legending of new debt securities; provided, however, that (i) compliance with the applicable base indenture as so amended would not result in new debt securities being transferred in violation of the Securities Act or any applicable securities law; and (ii) such amendment does not materially and adversely affect the rights of holders to transfer new debt securities, except as required by law;

 

  •   to add any additional Events of Default for the benefit of the holders of all or any new debt securities of any series;

 

  •   to add to, change or eliminate any provision of the applicable base indenture in respect of all or any new debt securities of any series or any guarantees thereof, provided that such addition, change or elimination shall either (A) (i) not apply to any new debt security of any series or any guarantee thereof that was created prior to the execution and delivery of such supplemental indenture; and (ii) not modify the rights of the holder of any such new debt security with respect to such provision; or (B) become effective only when there are no new debt securities outstanding;

 

  •   in the case of any new debt securities that, by their terms, may be converted into securities or other property (other than new debt securities of the same series and of like tenor), to (A) make provisions with respect to adjustments to the applicable conversion rate of such new debt securities as required or permitted by the applicable base indenture and the terms of such new debt securities; or (B) permit or facilitate the issuance, payment or conversion of such new debt securities;

 

  •   to add any person as a guarantor of all or any new debt securities of any series, which new debt securities were not theretofore subject to a guarantee, or to add additional guarantors of all or any new debt securities of any series;

 

  •   to evidence the release and discharge of any guarantor from its obligations under its guarantees of any new debt securities and its obligations under the applicable base indenture in respect of any new debt securities, in each case in accordance with the applicable base indenture and the terms of such new debt securities; or

 

  •  

to conform the text of the applicable base indenture or any new debt securities of any series or any guarantee to the description of the applicable base indenture, such new debt securities or such

 

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guarantee contained in this prospectus and the applicable prospectus supplement, provided that such supplemental indenture shall apply only to such new debt securities or guarantee.

Except to the extent the terms of a series of new debt securities otherwise provide with respect to any of such new debt securities or guarantee thereof, the applicable issuer may also modify and amend the applicable base indenture with the consent of the holders of at least a majority in principal amount of the outstanding new debt securities of each series affected by the modifications or amendments. However, no waiver or amendment may be made without the consent of the holders of each affected new debt security then outstanding if that waiver or amendment will:

 

  •   reduce the amount of new debt securities whose holders must consent to an amendment, supplement or waiver;

 

  •   reduce the rate of or extend the time for payment of interest (including default interest) on any new debt security;

 

  •   reduce the principal of or premium, if any, on or change the fixed maturity of any new debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of new debt securities;

 

  •   reduce the principal amount of discount securities payable upon acceleration of maturity;

 

  •   waive a default in the payment of the principal of, or any premium or interest on, any new debt security (except a rescission of acceleration of the new debt securities of any series by the holders of at least a majority in aggregate principal amount of the then-outstanding new debt securities of that series and a waiver of the payment default that resulted from such acceleration);

 

  •   make the principal of, or any premium or interest on, any new debt security payable in currency other than that stated in the new debt security;

 

  •   make any change to certain provisions of the applicable base indenture relating to, among other things, (i) the right of holders of new debt securities to receive payment of the principal of, or any premium or interest on, new debt securities and to institute suit for the enforcement of any such payment; (ii) waivers of past defaults; and (iii) amendments and waivers that require the consent of each affected holder;

 

  •   waive a redemption payment with respect to any new debt security;

 

  •   in the case of any new debt security that is subject to a guarantee, release the guarantor of such guarantee from any of its obligations under such guarantee, except in accordance with the terms of the applicable base indenture and such new debt security;

 

  •   make any change in the ranking or priority of any new debt security or any guarantee thereof that would adversely affect the holders of such new debt security; or

 

  •   in the case of any new debt security that provides that the holder thereof may require the applicable issuer to repurchase or convert such new debt security, impair such holder’s right to require such repurchase or effect such conversion of such Security in accordance with the applicable base indenture and the terms of such new debt security.

Except in certain circumstances, the holders of at least a majority in principal amount of the outstanding new debt securities of any series may on behalf of the holders of all new debt securities of that series waive compliance by the applicable issuer or any guarantor of new debt securities of that series with provisions of the applicable base indenture or guarantee. The holders of a majority in principal amount of the outstanding new debt securities of any series may, on behalf of the holders of all the new debt securities of such series, waive any past default under the applicable base indenture with respect to that series and its consequences, except a default in the payment of the principal of, or any premium or interest on, any new debt security of that series. The holders of a majority in principal amount of the outstanding new debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.

 

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Defeasance of New Debt Securities and Certain Covenants in Certain Circumstances

Legal Defeasance. The applicable base indenture will provide that, unless otherwise provided by the terms of the applicable series of new debt securities, the applicable issuer and the guarantors, if any, will be deemed to have paid and discharged the entire indebtedness on all the outstanding new debt securities of any series on the 123rd day after the date of the deposit referred to below, and the provisions of the applicable base indenture, as it relates to such outstanding new debt securities of such series, will no longer be in effect, except as to certain specified rights, powers, immunities and provisions. In order to effect such legal defeasance, the following conditions, among others, must be satisfied:

 

  •   subject to certain rights of the applicable issuer and guarantors, if any, the applicable issuer or, if applicable, any guarantor(s), must deposit, or cause to be irrevocably deposited, with the trustee money or U.S. government obligations or, in the case of new debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bank, to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of all the new debt securities of that series on the stated maturity of those payments in accordance with the terms of the applicable base indenture and those new debt securities; and

 

  •   such deposit will not result in a breach or violation of, or constitute a default under, the applicable base indenture or any other agreement or instrument to which the applicable issuer is a party or by which it is bound;

 

  •   no default or Event of Default with respect to the new debt securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after such date; and

 

  •   the applicable issuer or guarantor(s) must deliver to the trustee an opinion of counsel stating that the applicable issuer or guarantor(s), as applicable, have received from, or there has been published by, the U.S. Internal Revenue Service a ruling or, since the date of execution of the applicable base indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the new debt securities of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred.

Defeasance of Certain Covenants. The applicable base indenture will provide that, unless otherwise provided by the terms of the applicable series of new debt securities, upon compliance with certain conditions:

 

  •   the applicable issuer and, if applicable, may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the applicable base indenture, as well as any additional covenants which may be described in the applicable prospectus supplement; and

 

  •   any omission to comply with those covenants, or with certain other Events of Default, will not constitute a default or an Event of Default with respect to the new debt securities of that series (“covenant defeasance”).

The conditions include the following, among others:

 

  •  

subject to certain rights of the applicable issuer and guarantors, if any, the applicable issuer or, if applicable, any guarantor(s), must deposit, or cause to be irrevocably deposited, with the trustee money or U.S. government obligations or, in the case of new debt securities denominated in a single currency

 

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other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bank, to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of all the new debt securities of that series on the stated maturity of those payments in accordance with the terms of the applicable base indenture and those new debt securities; and

 

  •   the applicable issuer or guarantor(s) must deliver to the trustee an opinion of counsel to the effect that the holders of the new debt securities of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred.

Covenant Defeasance and Events of Default. In the event the applicable issuer exercises its option to effect covenant defeasance with respect to any series of new debt securities, and the new debt securities of that series are declared due and payable immediately following an acceleration after the occurrence of any Event of Default, the amount of money or U.S. government obligations or foreign government obligations on deposit with the trustee will be sufficient to pay amounts due on the new debt securities of that series at the time of their stated maturity but may not be sufficient to pay amounts due on the new debt securities of that series at the time of such acceleration. However, the applicable issuer shall remain liable for those payments.

Governing Law

The applicable base indenture and the new debt securities, including any claim or controversy arising out of or relating to the applicable base indenture or the securities, will be governed by the laws of the State of New York (without regard to the conflicts of laws provisions thereof, other than Section 5-1401 of the General Obligations Law).

 

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DESCRIPTION OF GUARANTEES

To the extent provided in the applicable supplement to this prospectus, the debt securities offered and sold pursuant to this prospectus may be guaranteed by one or more guarantors. Each guarantee will be issued under a supplement to the applicable indenture. The prospectus supplement relating to a particular issue of guarantees will describe the terms of those guarantees, including the following, to the extent applicable:

 

  •   the series of debt securities to which the guarantees apply;

 

  •   whether the guarantees are secured or unsecured;

 

  •   whether the guarantees are senior, senior subordinated or subordinated;

 

  •   the terms under which the guarantees may be amended, modified, waived, released or otherwise terminated, if different from the provisions applicable to the guaranteed debt securities; and

 

  •   any additional terms of the guarantees.

 

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PLAN OF DISTRIBUTION

The issuers may sell the securities domestically or abroad to one or more underwriters for public offering and sale by them or may sell the securities to investors directly or through dealers or agents, or through a combination of methods. Any underwriter, dealer or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement.

Underwriters may offer and sell the securities at: (i) a fixed price or prices, which may be changed, (ii) market prices prevailing at the time of sale, (iii) prices related to the prevailing market prices at the time of sale or (iv) negotiated prices. The issuers also may, from time to time, authorize underwriters acting as their agents to offer and sell the securities upon the terms and conditions as are set forth in the applicable prospectus supplement. In connection with the sale of securities, underwriters may be deemed to have received compensation from the applicable issuer in the form of underwriting discounts or commissions and may also receive commissions from purchasers of securities for whom they may act as agent. Underwriters may sell securities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent.

Any underwriting compensation paid by an issuer to underwriters, dealers or agents in connection with the offering of securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth in the applicable prospectus supplement. Dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters, dealers and agents may be entitled, under agreements entered into with any of the issuers, to indemnification against and contribution toward civil liabilities, including liabilities under the Securities Act. Any indemnification agreement will be described in the applicable prospectus supplement.

Unless specified otherwise in the applicable prospectus supplement, any series of securities issued hereunder will be a new issue with no established trading market (other than Kennedy-Wilson Holdings’ common stock, which is listed on the NYSE). If Kennedy-Wilson Holdings sells any shares of its common stock pursuant to a prospectus supplement, such shares will be listed on the NYSE, subject to official notice of issuance. The issuers may elect to list any other securities issued hereunder on any exchange, but the issuers are not obligated to do so. Any underwriters or agents to or through whom such securities are sold for public offering and sale may make a market in such securities, but such underwriters or agents will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of the trading market for any such securities.

If indicated in the applicable prospectus supplement, the issuers may authorize underwriters or other persons acting as the issuers’ agents to solicit offers by institutions or other suitable purchasers to purchase the securities from the issuers at the public offering price set forth in the prospectus supplement, pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance of these contracts.

To facilitate the offering of the securities, certain persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involves the sale by persons participating in the offering of more securities than the issuers sold to them. In these circumstances, these persons would cover the over-allotments or

 

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short positions by making purchases in the open market or by exercising their over-allotment option. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

The underwriters, dealers and agents and their affiliates may be customers of, engage in transactions with and perform services for the issuers in the ordinary course of business.

The specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation, will be identified in a prospectus supplement.

 

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LEGAL MATTERS

Certain matters will be passed upon for the issuers by Latham & Watkins LLP, Los Angeles, California. Certain other matters will be passed on for the issuers by Kulik, Gottesman, Siegel & Ware, LLP, Los Angeles, California.

EXPERTS

The consolidated balance sheets of Kennedy-Wilson Holdings, Inc. and subsidiaries (the Company) as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the years in the three-year period ended December 31, 2015, the financial statement schedules III and IV, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2015 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, which reports appear in the annual report on Form 10-K of Kennedy-Wilson Holdings, Inc. for the fiscal year ended December 31, 2015, and are incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The statements of operations, partners’ capital, and cash flows of Kennedy Wilson Real Estate Fund IV, L.P. for the year ended December 31, 2013, and the related notes to the financial statements, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in Amendment No. 1 to the December 31, 2015 Annual Report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The combined statements of operations, members’ capital, and cash flows of KW Funds—303 North Glenoaks, LLC and KW Funds—6100 Wilshire, LLC for the year ended December 31, 2013, and the related notes to the combined financial statements, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in Amendment No. 1 to the December 31, 2015 Annual Report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated statements of operations, changes in shareholders’ equity, and cash flows of Egret Limited and its subsidiaries for the year ended December 31, 2013, and the related notes to the consolidated financial statements, have been incorporated by reference herein in reliance upon the report of KPMG, independent auditors, which report appears in Amendment No. 1 to the December 31, 2015 Annual Report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated statements of operations, changes in shareholders’ equity, and cash flows of KWVF Panther Holdco Limited and its subsidiaries for the period from June 14, 2013 (inception) through December 31, 2013, and the related notes to the consolidated financial statements, have been incorporated by reference herein in reliance upon the report of KPMG, independent auditors, which report appears in Amendment No. 1 to the December 31, 2015 Annual Report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The statements of operations, members’ capital, and cash flows of WH Valle Di Oro 79, LLC for the year ended December 31, 2013, and the related notes to the financial statements, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in Amendment No. 1 to the December 31, 2015 Annual Report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated statements of operations, members’ capital, and cash flows of KW Stadium Gateway Partners, LLC and subsidiary for the year ended December 31, 2013, and the related notes to the consolidated

 

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financial statements, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in Amendment No. 1 to the December 31, 2015 Annual Report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated statements of operations and comprehensive income, partners’ capital, and cash flows of KWF Real Estate Venture VI, L.P. and subsidiary for the year ended December 31, 2013, and the related notes to the consolidated financial statements, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, which report appears in Amendment No. 1 to the December 31, 2015 Annual Report on Form 10-K of Kennedy-Wilson Holdings, Inc., and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for Kennedy-Wilson Holdings common stock is Continental Stock Transfer & Trust Company. Its telephone number is (212) 509-4000.

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth all expenses to be paid by the registrants in connection with this offering. All amounts shown are estimates except for the SEC registration fee.

 

SEC registration fee

    $ —   (1) 

Legal fees and expenses(2)

      75,000   

Accounting fees and expenses(2)

      75,000   

Printing expenses(2)

      15,000   
  

 

 

  

Total

    $ 165,000   
  

 

 

  

 

(1) Deferred in accordance with Rule 456(b) and 457(r).
(2) Does not include expenses of preparing any accompanying prospectus supplements, listing fees, transfer agent fees and other expenses related to offerings of particular securities.

Item 15. Indemnification of Directors and Officers

Kennedy-Wilson Holdings, Inc. and Kennedy-Wilson, Inc.

Kennedy-Wilson, Inc.’s Amended and Restated Certificate of Incorporation provides as follows:

“SEVENTH.

1. Actions, Suits and Proceedings Other than by or in the Right of the Corporation.

The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was, or has agreed to become a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a action or proceeding, had no reasonable cause to believe his conduct was unlawful. The plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding anything to the contrary in this Article, except as set forth in Section 6 below, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation.

2. Actions of Suits by or in the Right of the Corporation.

The Corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation,

 

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or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action of suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware of such other court shall deem proper.

3. Indemnification for Expenses of Successful Party.

Notwithstanding the other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections I and 2 of this Article, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, he shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purpose hereof to have been wholly successful with respect thereto.

4. Notification and Defense of Claim.

As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

5. Advance of Expenses.

Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys’ fees) incurred by an Indemnitee in

 

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defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter, provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of such person to make such repayment.

6. Procedure for Indemnification.

In order to obtain indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 1, 2 or 5 the Corporation determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 1 or 2, as the case may be. Such determination shall be made in each instance by (i) a majority vote of the directors of the Corporation who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), even though less than a quorum, (ii) if there are no such disinterested directors, or if such disinterested directors so direct, by independent legal counsel (who may be regular legal counsel to the corporation) in a written opinion, (iii) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, or (iv) the Delaware Court of Chancery.

7. Remedies.

The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section 6. Unless otherwise provided by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 6 that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

8. Subsequent Amendment.

No amendment, termination or repeal of this Article or of the relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

9. Other Rights.

The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise,

 

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both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. Nothing contained in this Article shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article. In addition, the Corporation may, to the extent authorized from time (0 time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

10. Partial Indemnification.

If an Indemnitee is entitled under any provision of this Article to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

11. Insurance.

The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

12. Merger or Consolidation.

If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

13. Savings Clause.

If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by an applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

14. Definitions.

Terms used herein and defined in Section l45(h) and Section l45(i) of the General Corporation Law of the State of Delaware shall have the respective meanings assigned to such terms in such Section l45(h) and Section l45(i).

15. Subsequent Legislation.

If the General Corporation Law of the State of Delaware is amended after adoption of this Article to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.”

 

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Kennedy-Wilson, Inc.’s Amended and Restated By-Laws provides as follows:

“Article VII.—Indemnification.

7.1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of being or having been a director or officer of the Corporation or serving or having served at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such proceeding is alleged action or failure to act in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware GCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto) (as used in this Article 7, the “Delaware Law”), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in §7.2 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article 7 shall be a contract right and shall include the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Delaware Law so requires, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Corporation of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Article 7 or otherwise.

7.2. Right of Indemnitee to Bring Suit. If a claim under §7.1 hereof is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met the applicable standard of conduct set forth in the Delaware Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article 7 or otherwise shall be on the Corporation.

 

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7.3. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article 7 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

7.4. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article 7 or under the Delaware Law.

7.5. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the Advancement of Expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article 7 with respect to the indemnification and Advancement of Expenses of directors and officers of the Corporation.”

Kennedy-Wilson Holdings, Inc.’s amended and restated certificate of incorporation provides as follows:

“SEVENTH: The following paragraphs shall apply with respect to liability and indemnification of the Corporation’s officers and directors and certain other persons:

A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this paragraph (A) by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.

B. The Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.”

Kennedy-Wilson Holdings, Inc.’s amended and restated by-laws provides as follows:

“Article VII Indemnification of Directors and Officers

7.1 The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The

 

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termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

7.2 The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

7.3 To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article VII, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

7.4 Any indemnification under sections 1 or 2 of this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made:

(a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or

(c) By the stockholders.

7.5 Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

7.6 The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

7.7 The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or

 

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other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VII.

7.8 For purposes of this Article VII, references to “the Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article VII with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation if its separate existence had continued.

7.9 For purposes of this Article VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VII.

7.10 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.11 No director or officer of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director’s or the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director or officer derived an improper personal benefit.”

Section 145 of the DGCL concerning indemnification of officers, directors, employees and agents is set forth below.

“Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a

 

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presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

 

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(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

Subsidiary Guarantors

Delaware Corporate Subsidiary Guarantors

The subsidiary guarantors that are Delaware corporations are subject to the provisions of the DGCL described above with respect to Kennedy-Wilson, Inc. and Kennedy-Wilson Holdings, Inc.

The Certificates of Incorporation of each of Kennedy-Wilson Property Services II, Inc., Kennedy-Wilson Property Equity II, Inc. and Kennedy-Wilson Property Special Equity II, Inc. provide as follows:

“Ninth: A Director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.”

 

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The Certificate of Incorporation of Fairways 340 Corp. provides as follows:

“EIGHTH. To the fullest extent permitted by applicable law, this corporation is authorized to provide indemnification of (and advancement of expenses to) agents of this corporation (and any other persons to which the General Corporation Law permits this corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law, subject only to limits created by applicable General Corporation Law (statutory or non-statutory), with respect to actions for breach of duty to this corporation, its stockholders and others.”

The By-Laws of each of Kennedy-Wilson Property Services II, Inc., Kennedy-Wilson Property Equity II, Inc. and Kennedy-Wilson Property Special Equity II, Inc. provide as follows:

“ARTICLE VIII—INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. Right to Indemnification.

Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 2. Right to Advancement of Expenses.

The right to indemnification conferred in Section 1 of this ARTICLE VIII shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in sections Section 1 and Section 2 of this ARTICLE VIII shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

Section 3. Right of Indemnitee to Bring Suit.

If a claim under Section 1 and Section 2 of this ARTICLE VIII is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an

 

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advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE VIII or otherwise shall be on the Corporation.

Section 4. Non-Exclusivity of Rights.

The rights to indemnification and to the advancement of expenses conferred in this ARTICLE VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Insurance.

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6. Indemnification of Employees and Agents of the Corporation.

The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.”

The Bylaws of Fairways 340 Corp. provides as follows:

“Section 16. Indemnification of Agents of the Corporation; Purchase of Liability Insurance.

(a) For the purpose of this Section, “agent” shall means any person who is or was a director, officer, employee, or other agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that predecessor corporation of this Corporation or of another enterprise at the request of such predecessor corporation; “proceeding” shall mean any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” shall include, without limitation, attorneys’ fees and all expenses of establishing a right to indemnification under subdivisions (d) or (e) of this Section 16.

 

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(b) This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this Corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of this Corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonable incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of this Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this Corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

(c) This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of this Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of this Corporation and its stockholders. No indemnification shall be made under this subdivision for any of the following: (1) In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to this Corporation in the performance of such person’s duty to this Corporation and its stockholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine; (2) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (3) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

(d) To the extent that an agent of this Corporation has been successful on the merits in defense of any proceeding referred to in subdivisions (b) or (c) of this Section 16, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

(e) Except as provided in the Certificate of Incorporation or in subdivision (d) of this Section 16, any indemnification under this Section shall be made by this Corporation only if authorized in the specific case, upon a determination that indemnification. of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in subdivisions (b) or ( c) of this Section 16; by any of the following: (1) A majority vote of a quorum consisting of directors who are not parties to such proceeding; (2) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion; (3) Approval or ratification by the affirmative vote of a majority of the shares of this Corporation entitled to vote represented at a duly held meeting at which a quorum is present or by written consent of holders of a majority of the outstanding shares entitled to vote. For such purpose, the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon; or (4) The court in which such proceeding is or was pending, upon application made by this Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or person is opposed by this Corporation.

(f) This Corporation may advance expenses incurred by an agent in defending any proceeding prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this Section 16.

(g) The rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. Nothing contained in this Section 16 shall affect any right to indemnification to which persons other than directors and officers of this Corporation or any subsidiary hereof may be entitled by contract or otherwise.

 

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(h) No indemnification or advance shall be made under this Section 16, except as provided in subdivisions (d) or (e)(3) of this Section 16, in any circumstance where it appears: (1) That it would be inconsistent with the Certificate of Incorporation, a resolution of the stockholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (2) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

(i) Upon and in the event of a determination-by the Board of Directors to purchase such insurance, this Corporation shall purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not this Corporation would have the power to indemnify the agent against such liability under the provisions of this Section 16.”

The Certificates of Incorporation and Bylaws of each of Kennedy-Wilson Properties, Ltd., Kennedy-Wilson Property Services, Inc., Kennedy Wilson Property Services III, L.P., Kennedy-Wilson Property Equity, Inc., Kennedy-Wilson Property Special Equity, Inc., Kennedy Wilson Overseas Investments, Inc., and Kennedy Wilson Property Services IV, L.P. are silent with respect to indemnification.

Delaware Limited Liability Company Subsidiary Guarantors

The subsidiary guarantors that are Delaware limited liability companies are subject to the provisions of the Delaware Limited Liability Company Act. Section 18-108 of the Delaware Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The Certificates of Formation of each of KWF Investors I, LLC, KWF Investors II, LLC, KWF Investors III, LLC, KW- Richmond, LLC, SG KW Venture I Manager LLC, KW Loan Partners I LLC, KWF Investor IV, LLC, KWF Investor V, LLC, Dillingham Ranch Aina LLC, KW Ireland, LLC, Kennedy Wilson Property Equity IV, LLC, KW Telstar Partners, LLC, KW BASGF II Manager, LLC, 68-540 Farrington, LLC, KW Summer House Manager, LLC, KWF Manager I, LLC, KWF Manager II, LLC, KWF Manager III, LLC, KWF Manager IV, LLC, KWF Manager V, LLC, Kennedy-Wilson Property Special Equity III, LLC, Kennedy Wilson Property Services III GP, LLC, KW Montclair, LLC, KW Blossom Hill Manager, LLC, KW Serenade Manager, LLC, KW Redmond Manager, LLC, KW Dillingham Aina LLC, Meyers Research, LLC, KW Armacost, LLC, Santa Maria Land Partners Manager, LLC, KW Investment Adviser, LLC, KW Captowers Partners, LLC, KW Four Points, LLC, KW Loan Partners VII, LLC, KWF Investors VII, LLC, KWF Manager VII, LLC, KW Residential Capital, LLC, KW Boise Plaza, LLC, KW Loan Partners VIII, LLC, Kennedy Wilson Property Services IV GP, LLC, KW/CV Third-Pacific Manager, LLC, KW EU Loan Partners II, LLC, KWF Investors VIII, LLC, KWF Manager VIII , LLC, LLC, KW 1200 Main, LLC, KW Harrington, LLC, KW 5200 Lankershim Manager, LLC, KWF Manager X, LLC, KWF Manager XI, LLC, KWF Manager XII, LLC, KW Real Estate Venture XIII, LLC, KWF Manager XIII, LLC, KWF Manager XV, LLC, KW EU Loan Partners III, LLC, KW EU Investors I, LLC, KW Richfield Plaza, LLC, KW Currier Square Shopping Center, LLC, KW Creekview Shopping Center, LLC, KW Securities, LLC, KW Victory Land Loan LLC, KW Victory Plaza Loan, LLC, KW 2012Q LLC, KW 2012R LLC, KW 2012S LLC, KW 2012T LLC, KW 2012U LLC, Country Ridge IX, LLC, KW 2012W LLC, KW EU Investors VIII, LLC, KW 2012Y LLC, KW 2012Z LLC, KW Park Santa Fe, LLC, KW Cypress, LLC, KW Tacoma Condos, LLC, KW Desert Ramrod, LLC, KW Red Cliff Shopping Center, LLC, KW Holiday Village Shopping Center, LLC, KW 9350 Civic Center Drive, LLC, KW Taylor Yard 55, LLC, KW Hilltop Manager II, LLC, KW 2013J LLC, KW Bozeman Investors, LLC, KW One Baxter Way GP, LLC, KW 2013M LLC, KW 2013N LLC, KW 2013O LLC, KW 2013P LLC, KW 2013Q LLC, KW 2013R LLC, KW 2013S LLC, KW 2013T LLC, KW 2013U LLC, KW 2013V LLC, KW 2013W LLC, KW 2013X LLC, KW 2013Y LLC, KW 2013Z LLC, KW 2013AA LLC, KW 2013BB LLC, KW 2013CC LLC, KW 2013DD LLC, KW 2013EE LLC, KW 2013FF LLC, KW 2013GG LLC, KW 2013HH LLC, KW 2013II LLC, KW 2013JJ LLC, KW 2013KK

 

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LLC, KW 2013LL LLC, KW 2013MM LLC, KW 2013NN LLC, KW 2013OO LLC, KW 2013PP LLC, KW 2013QQ LLC, KW 2013RR LLC, KW 2013SS LLC, KW 2013TT LLC, KW 2013UU LLC, KW 2013VV LLC, KW 2013WW LLC, KW 2013XX LLC, KW 2013YY LLC, KW 2013ZZ LLC, KW 2016A LLC, KW 2016B LLC, KW 2016C LLC, KW 2016D LLC, KW 2016E LLC, KW 2016F LLC, KW 2016G LLC, KW 2016H LLC, KW 2016I LLC, KW 2016J LLC, KW 2016K LLC, KW 2016L LLC, KW 2016M LLC, KW 2016N LLC, KW 2016O LLC, KW 2016P LLC, KW 2016Q LLC, KW 2016R LLC, KW 2016S LLC, KW 2016T LLC, KW 2016U LLC, KW 2016V LLC, KW 2016W LLC, KW 2016X LLC, KW 2016Y LLC and KW 2016Z LLC are silent with respect to indemnification.

The Limited Liability Company Agreements of each of KW—Richmond, LLC, KWF Investors I, LLC, KWF Investors II, LLC, KWF Investors III, LLC, SG KW Venture I Manager, LLC, KW Loan Partners I, LLC, KWF Investors V, LLC and KWF Investors IV, LLC provide as follows:

“ARTICLE XI: INDEMNIFICATION

11.1 Indemnification. The Company shall indemnify and hold harmless each of the Members and Manager, and each of their respective officers, directors, shareholders, partners, members, trustees, beneficiaries, employees, agents, heirs, assigns, successors-in-interest and Affiliates, (collectively, “Indemnified Persons”) from and against any and all losses, damages, liabilities and expenses, (including costs and reasonable attorneys’ fees), judgments, fines, settlements and other amounts (collectively “Liabilities”) reasonably incurred by any such Indemnified Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil, criminal, administrative or investigative and whether threatened, pending or completed (collectively a “Proceeding”), in which any such Indemnified Person may be involved or with which any such Indemnified Person may be threatened, with respect to or arising out of any act performed by the Indemnified Person or any omission or failure to act if (a) the performance of the act or the omission or failure was done in good faith and within the scope of the authority conferred upon the Indemnified Person by this Agreement or by the Act, except for acts of willful misconduct, gross negligence or reckless disregard of duty, or acts which constitute a material breach of this Agreement or from which such Indemnified Person derived an improper personal benefit or (b) a court of competent jurisdiction determines upon application that, in view of all of the circumstances, the Indemnified Person is fairly and reasonably entitled to indemnification from the Company for such Liabilities as such court may deem proper. The Company’s indemnification obligations hereunder shall apply not only with respect to any Proceeding brought by the Company or a Member but also with respect to any Proceeding brought by a third party. As a condition to the indemnification and other rights granted to an Indemnified Person pursuant to this Article, however, that Indemnified Person may not settle any action, suit or proceeding without the written consent of the Manager.

11.2 Contract Right: Expenses. The right to indemnification conferred in this ARTICLE XI shall be a contract right and shall include the right to require the Company to advance the expenses incurred by the Indemnified Person in defending any such Proceeding in advance of its final disposition: provided, however, that, if the Act so requires, the payment of such expenses in advance of the final disposition of a Proceeding shall be made only upon receipt by the Company of an undertaking, by or on behalf of the indemnified Person, to repay all amounts so advanced if it shall ultimately be determined that such Person is not entitled to be indemnified under this ARTICLE XI or otherwise.

11.3 Indemnification of Officers and Employees. The Company may, to the extent authorized from time to time by the Manager, grant rights to indemnification and to advancement of expenses to any officer, employee or agent of the Company to the fullest extent of the provisions of this ARTICLE XI with respect to the indemnification and advancement of expenses of Members and Manager of the Company.

11.4 Insurance. The Company may purchase and maintain insurance on behalf of any Person who is or was an agent of the Company against any liability asserted against that Person and incurred by that Person in any such capacity or arising out of that Person’s status as an agent, whether or not the Company would have the power to indemnify that Person against liability under the provisions of Section 11.1 or under applicable law.”

 

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The Amended and Restated Limited Liability Company Agreement of Dillingham Ranch Aina, LLC and the Limited Liability Company Agreements of each of KW Telstar Partners, LLC, KW Ireland, LLC, Kennedy Wilson Property Equity IV, LLC, Santa Maria Land Partners Manager, LLC, KW Captowers Partners, LLC, KW Four Points, LLC, KW Loan Partners VII, LLC, KW Residential Capital, LLC, KW Boise Plaza, LLC, KW Loan Partners VIII, LLC, KW/CV Third-Pacific Manager, LLC, KW EU Loan Partners II, LLC, KWF Investors VIII, LLC, KWF Manager VIII, LLC, KW 1200 Main, LLC, KW Harrington, LLC, LLC, KW 5200 Lankershim Manager, LLC, KWF Manager XI, LLC, KWF Manager XII, LLC, KW Real Estate Venture XIII, LLC, provide as follows:

“14. Exculpation; Indemnification by the Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member, or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member, or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.”

The Limited Liability Company Agreements of each of KWF Manager X, LLC, KWF Manager XIII, LLC, KWF Manager XV, LLC, KW EU Loan Partners III, LLC, KW EU Investors I, LLC, KW Richfield Plaza, LLC, KW Currier Square Shopping Center, LLC, KW Creekview Shopping Center, LLC, KW Securities, LLC, KW Victory Land Loan LLC, KW Victory Plaza Loan, LLC, KW 2012Q LLC, KW 2012R LLC, KW 2012S LLC, KW 2012T LLC, KW 2012U LLC, KW Country Ridge IX, LLC, KW 2012W LLC, KW EU Investors VIII, LLC, KW 2012Y LLC, KW 2012Z LLC, KW Park Santa Fe, LLC, KW Cypress, LLC, KW Tacoma Condos, LLC, KW Desert Ramrod, LLC, KW Red Cliff Shopping Center, LLC, KW Holiday Village Shopping Center, LLC, KW 9350 Civic Center Drive, LLC, KW Taylor Yard 55, LLC, KW Hilltop Manager II, LLC, KW Bozeman Investors, LLC, KW One Baxter Way GP, LLC, KW 2013M LLC, KW 2013N LLC, KW 2013O LLC, KW 2013P LLC, KW 2013Q LLC, KW 2013R LLC, KW 2013S LLC, KW 2013T LLC, KW 2013U LLC, KW 2013V LLC, KW 2013W LLC, KW 2013X LLC, KW 2013Y LLC, KW 2013Z LLC, KW 2013AA LLC, KW 2013BB LLC, KW 2013CC LLC, KW 2013DD LLC, KW 2013EE LLC, KW 2013FF LLC, KW 2013GG LLC, KW 2013HH LLC, KW 2013II LLC, KW 2013JJ LLC, KW 2013KK LLC, KW 2013LL LLC, KW 2013MM LLC, KW 2013NN LLC, KW 2013OO LLC, KW 2013PP LLC, KW 2013QQ LLC, KW 2013RR LLC, KW 2013SS LLC, KW 2013TT LLC, KW 2013UU LLC, KW 2013VV LLC, KW 2013WW LLC, KW 2013XX LLC, KW 2013YY LLC, KW 2013ZZ LLC, KW 2016A LLC, KW 2016B LLC, KW 2016C LLC, KW 2016D LLC, KW 2016E LLC, KW 2016F LLC, KW 2016G LLC, KW 2016H LLC, KW 2016I LLC, KW 2016J LLC, KW 2016K LLC, KW 2016L LLC, KW 2016M LLC, KW 2016N LLC, KW 2016O LLC, KW 2016P LLC, KW 2016Q LLC, KW 2016R LLC, KW 2016S LLC, KW 2016T LLC, KW 2016U LLC, KW 2016V LLC, KW 2016W LLC, KW 2016X LLC, KW 2016Y LLC and KW 2016Z LLC provide as follows:

“14. Exculpation; Indemnification by the Company. To the maximum extent permitted by law, neither the Sole Member nor any Company officer shall be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member or officer in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and each officer and, if the Sole Member or officer so elects by notice to any such other Person, any of the Sole Member’s Affiliates and members and any officer, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member or officer, or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member

 

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or officer, or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.”

The Limited Liability Company Agreements of each of Kennedy Wilson Property Special Equity III, LLC, Kennedy Wilson Property Services III GP, LLC, and Kennedy Wilson Property Services IV GP, LLC provide as follows:

“Section 7. Liability: Indemnification.

(a) Any Member, Manager or officer, employee or agent of the Company (including a person having more than one such capacity) shall not be personally liable for any expenses, liabilities, debts or obligations of the Company solely by reason of acting in such capacity, except as otherwise provided by the Act.

(b) To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Member, Manager and officer, employee and agent of the Company from and against any and all losses, claims, damages, liabilities or expenses of whatever nature (each, a “Claim”), as incurred, arising out of or relating to the management or business of the Company; provided that such indemnification shall not apply to any such person if a court of competent jurisdiction has made a formal determination that such person (x) failed to act in good faith or, (y) was either grossly negligent or engaged in willful misconduct.”

The Limited Liability Company Agreements of each of KWF Manager I, LLC, KWF Manager II, LLC, KWF Manager III, LLC, KWF Manager IV, LLC, and KWF Manager V, LLC provide as follows:

“14. Exculpation; Indemnification by the Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by notice to any other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member or by any such other person, arising out of any claim based on any acts performed or omitted to be performed by the Sole Member, or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expense and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.”

The Limited Liability Company Agreement of 68-540 Farrington, LLC provides as follows:

“Section 5.6. Indemnification. Subject to the limitations contained in Article 11 of the Act, the Company, to the fullest extent permitted by law and to the extent of its assets legally available for that purpose, will indemnify and hold harmless the Members and any partner, shareholder, director, officer, agent and Affiliate (collectively, the “Indemnified Persons”), from and against any and a1110s8, damage, expense (including without limitation reasonable fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with, the business or affairs of, the Company (including, without limitation, recordkeeping and reporting activities under Sections 6.1 and tax matters under Sections 6.2. 6.5 and 6.6), except to the extent that the loss, damage, expense or liability results primarily from the Indemnified Person’s gross negligence or willful breach of a material provision of this Agreement which in either event causes actual, material damage to the Company.”

The Limited Liability Company Agreement of KW Summer House Manager, LLC provides as follows:

“5.4 Indemnification of Member. The Company, its receiver or trustee, shall indemnify and hold harmless Member and its affiliates, and their respective officers, directors, shareholders, partners, members, employees,

 

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agents, subsidiaries and assigns, from and against any liability, loss or damage incurred by them by reason of any act performed or omitted to be performed by them in connection with the Company business, including costs and attorneys’ fees, and any amounts expended in the settlement of any claims of liability, loss or damage, unless the loss, liability or damage was caused by the willful misconduct or fraud of Member or the indemnified person. Indemnification shall be made’ out of the assets or revenues of the Company without requiring additional capital contributions.”

The Operating Agreements of each of KW Montclair, LLC, KW Blossom Hill Manager, LLC, KW Serenade Manager, LLC, KW Redmond Manager, LLC and KW Dillingham Aina LLC provide as follows:

“Indemnification. The Company shall indemnify, defend, and hold harmless the Manager from and against any and all liabilities of every kind, arising from or relating to the Company’s Business, except as to those matters arising from such Manager’s fraud, gross negligence, willful misconduct, or breach of fiduciary duty.”

The Limited Liability Company Agreement of KW BASGF II Manager, LLC provides as follows:

“The Company shall indemnify, defend, protect and hold harmless each officer duly appointed hereunder from any claim, damage, loss or liability which he or she may suffer which arises from or relates to the performance of the duties assigned to him or her by the President and/or Member. Any individual may hold any number of offices. No officer need be a resident of the State of California, Delaware or citizen of the United States. If the Member is a corporation, such corporation’s officers may serve as officers of Company if appointed by the Member.”

The Limited Liability Company Agreement of Meyers Research, LLC provides as follows:

“13. Exculpation; Indemnification by the Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member, or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member, or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.”

The Limited Liability Company Agreement of KW Armacost, LLC provides as follows:

“Section 19. Exculpation and Indemnification.

(a) None of the Member, any Officer, any employee or any agent of the Company, or any employee, representative, agent or Affiliate of the Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner

 

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reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 by the Company shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

(c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 19.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(e) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(f) The foregoing provisions of this Section 19 shall survive any termination of this Agreement.”

The Limited Liability Company Agreement of KW Investment Adviser, LLC provides as follows:

“14. Indemnification. The Company shall indemnify and hold harmless the Member to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which the Member may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company. In addition, to the extent permitted by law, the Member may cause the Company to indemnify and hold harmless any managers and/or officers from and against any and all Costs arising from any or all actions arising in connection with the business of the Company or by virtue of such person’s capacity as an agent of the Company. Notwithstanding the foregoing, any and all indemnification obligations of the Company shall be satisfied only from the assets of the Company, and the Member shall have no liability or responsibility therefor.”

The Limited Liability Company Agreement of KWF Investors VII, LLC and KWF Manager VII, LLC provides as follows:

“14. Exculpation; Indemnification by the Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the

 

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Company shall defend, indemnify and hold harmless the Sole Member, the named officers of the Company under Section 11 and any other person that is appointed as an officer of the Company pursuant to Section 11 and, if the Sole Member so elects by notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member, or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member, or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.”

California Corporate Subsidiary Guarantors

The subsidiary guarantors that are California corporations are subject to the provisions of the California Corporations Code (the “CCC”). Section 317 of the CCC authorizes a corporation to indemnify a person who is a party or is threatened to be made a party to any suit (other than a suit by or in the right of the corporation) by reason of the fact that such person is or was the corporation’s director or officer, or is or was serving at the corporation’s request as a director or officer of another entity, for expenses (including attorneys’ fees) and other liabilities actually and reasonably incurred by such person in connection with any such suit, provided such person acted in good faith and in a manner reasonably believed to be in the best interests of the corporation and, with respect to criminal actions, had no reasonable cause to believe his or her conduct was unlawful. Section 317 provides further that a corporation may indemnify a director or officer for expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of a suit by or in the right of the corporation, provided such person acted in good faith and in a manner reasonably believed to be in the best interests of the corporation and its shareholders. To the extent a corporation’s director or officer is successful on the merits in the defense of any such suit, that person shall be indemnified against expenses actually and reasonably incurred. Under Section 317 of the CCC, expenses incurred in defending any suit may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of any undertaking by or on behalf of the director or officer to repay that amount if it is ultimately determined that he or she is not entitled to indemnification.

The Articles of Incorporation of each of K-W Properties, K-W Santiago Inc., Kennedy-Wilson Tech Ltd. and KWP Financial I provides as follows:

“FIVE: The corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under California law.”

The Articles of Incorporation of Kennedy-Wilson Capital provides as follows:

“ARTICLE SIX: The corporation is authorized to indemnify the directors, officers, employees and agents of the corporation to the fullest extent permissible under California law.”

The Articles of Incorporation of each of each of Kennedy Wilson Auction Group Inc., Kennedy-Wilson International and Kennedy Wilson Real Estate Sales & Marketing are silent with respect to indemnification.

The Bylaws of each of K-W Properties, K-W Santiago Inc., Kennedy-Wilson Tech Ltd., KWP Financial I, Kennedy Wilson Auction Group Inc. and Kennedy Wilson Real Estate Sales & Marketing provides as follows:

“Article II, Section 5: Indemnification of Directors, Officers, Employees and Agents

The corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as are specified in Section 317. In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.”

 

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The Bylaws of each of Kennedy-Wilson International are silent with respect to indemnification.

The Bylaws of Kennedy-Wilson Capital provides as follows:

“ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS.

Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purposes of this Article, “agent” means any person who is or was a director, officer, employee, or other agent of this corporation, or who is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or who was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” includes, without limitation, attorney fees and any expenses of establishing a right to indemnification under Section 4 or Section 5( d) of this Article VI.

Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This corporation will have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that the person reasonably believed to be in the best interests of this corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption either that the person did not act in good faith and in a manner that the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person’s conduct was not unlawful.

Section 3. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. This corporation will have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action by or in the right of this corporation to procure a judgment in its favor, by reason of the fact that such person is or was an agent of this corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of that action, if such person acted in good faith, in a manner such person believed to be in the best interests of this corporation and its shareholders. No indemnification will be made under this Section 3 for the following:

(a) Any claim, issue, or matter on which such person has been adjudged to be liable to this corporation in the performance of such person’s duty to the corporation and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending will determine on application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses, and then only to the extent that the court will determine;

(b) Amounts paid m settling or otherwise disposing of a pending action without court approval; or

(c) Expenses incurred in defending a pending action that is settled or otherwise disposed of without court approval.

Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 of this Article VI, or in defense of any claim, issue, or matter therein, the agent will be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5. REQUIRED APPROVAL. Except as provided in Section 4 of this Article VI, any indemnification under this section will be made by the corporation only if authorized in the specific case, after a

 

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determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3 by one of the following:

(a) A majority vote of a quorum consisting of directors who are not parties to such proceeding;

(b) Independent legal counsel in a written opinion if a quorum of directors who are not parties to such a proceeding is not available.

(c) (i) The affirmative vote of a majority of shares of this corporation entitled to vote represented at a duly held meeting at which a quorum is present; or

(ii) the written consent of holders of a majority of the outstanding shares entitled to vote (for purposes of this subsection 5(c), the shares owned by the person to be indemnified will not be considered outstanding or entitled to vote thereon); or

(d) The court in which the proceeding is or was pending, on application made by this corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this corporation.

Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by the corporation before the final disposition of such proceeding on receipt of an undertaking by or on behalf of the agent to repay such amounts if it will be determined ultimately that the agent is not entitled to be indemnified as authorized in this Article VI.

Section 7. OTHER CONTRACTUAL RIGHTS. The indemnification provided by this Article VI will not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under, e.g., any bylaw, agreement, or vote of shareholders or disinterested directors, both regarding action in an official capacity and regarding action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the articles of the corporation. Nothing in this section will affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 8. LIMITATIONS. No indemnification or advance will be made under this Article VI, except as provided in Section 4 or Section 5(d), in any circumstance if it appears:

(a) That it would be inconsistent with a provision of the articles or bylaws, a resolution of the shareholders, or an agreement which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent with any condition expressly imposed by a court in approving settlement.

Section 9. INSURANCE. This corporation may purchase and maintain insurance on behalf of any agent of the corporation insuring against any liability asserted against or incurred by the agent in that capacity or arising out of the agent’s status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this Article VI. Despite the foregoing, if this corporation owns all or a portion of the shares of the company issuing the policy of insurance, the insuring company or the policy will meet the conditions set forth in Corporations Code §317(i).

Section 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Article VI does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of the corporation. The corporation will have the power, to the extent permitted by Corporations Code §207(f), to indemnify, and to purchase and maintain insurance on behalf of any such trustee, investment manager, or other fiduciary of any benefit plan for any or all of the directors, officers, and employees of the corporation or any of its subsidiary or affiliated corporations.

 

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Section 11. SURVIVAL OF RIGHTS. The rights provided by this Article VI will continue for a person who has ceased to be an agent and will inure to the benefit of the heirs, executors, and administrators of such person.

Section 12. EFFECT OF AMENDMENT. Any amendment, repeal, or modification of this Article VI will not adversely affect an agent’s right or protection existing at the time of such amendment, repeal, or modification.

Section 13. SETTLEMENT OF CLAIMS. The corporation will not be liable to indemnify any agent under this Article VI for (a) any amounts paid in settlement of any action or claim effected without the corporation’s written consent, which consent will not be unreasonably withheld, or (b) any judicial award, if the corporation was not given a reasonable and timely opportunity to participate, at its expense, in the defense of such action.

Section 14. SUBROGATION. In the event of payment under this Article VI, the corporation will be subrogated, to the extent of such payment, to all of the rights of recovery of the agent, who will execute all papers required and will do everything that may be necessary to secure such rights, including the execution of such documents as may be necessary to enable the corporation effectively to bring suit to enforce such rights.

Section 15. NO DUPLICATION OF PAYMENTS. The corporation will not be liable under this Article VI to make any payment in connection with any claim made against the agent to the extent the agent has otherwise actually received payment, whether under a policy of insurance, an agreement, or a vote, or through other means, of the amounts otherwise indemnifiable under this Article.”

California Limited Liability Company Subsidiary Guarantors

The subsidiary guarantors that are California limited liability companies are subject to the provisions of the California Limited Liability Company Act. Under Section 17153 of the California Limited Liability Company Act, except for a breach of duty, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity. A limited liability company shall have the power to purchase and maintain insurance on behalf of any manager, member, officer, employee or agent of the limited liability company against any liability asserted against on incurred by the person in that capacity or arising out of the person’s status as a manager, member, officer, employee or agent of the limited liability company.

The Operating Agreement of Kennedy Wilson Fund Management Group, LLC provides as follows:

“4.5 Indemnification of Member.

Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated for any such debt, obligation or liability of the Company by reason of being a member of the Company. The Company shall fully indemnify the Member for any claim against the Member in the Member’s capacity as a member or a manager.”

The Limited Liability Company Agreement of KW Loan Partners II LLC provides as follows:

“The Company shall indemnify, defend, protect and hold harmless each officer from any claim, damage, loss or liability which he or she may suffer which arises from or relates to the performance or nonperformance of the duties assigned to him or her by the Member, as applicable. Any individual may hold any number of offices.”

Illinois Corporate Subsidiary Guarantor

The subsidiary guarantor that is an Illinois corporation is subject to the provisions of the Illinois Business Corporation Act of 1983, as amended (the “IBCA”). Under Section 8.75 of the IBCA, an Illinois corporation may

 

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indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

In addition, an Illinois corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 8.75 of the IBCA also provides that, to the extent that a present or former director, officer or employee of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in either of the foregoing paragraphs, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, if the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation.

The Articles of Incorporation and Bylaws of Kennedy-Wilson Properties, Ltd. are silent with respect to indemnification.

SEC Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, the registrants have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 16. Exhibits

The following exhibits are included or incorporated herein by reference.

 

Exhibit #

   

Title of Exhibit

   

Reference

1.1    Form of Underwriting Agreement.    To be filed by amendment or incorporated by reference in connection with the offering of a particular class of series of securities.
3.1    Amended and Restated Certificate of Incorporation of Kennedy-Wilson Holdings, Inc.    Incorporated by reference to Exhibit 3.1 of Kennedy-Wilson Holdings, Inc.’s current report on Form 8-K (File No. 001-33824) filed with the Securities and Exchange commission on June 19, 2014.

 

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Exhibit #

   

Title of Exhibit

   

Reference

3.2    Certificate of Designation of Series B Preferred Stock.    Incorporated by reference to Exhibit 3.1 of Kennedy-Wilson Holdings, Inc.’s current report on Form 8-K (File No. 001-33824) filed with the Securities and Exchange Commission on August 16, 2010.
3.3    Amended and Restated Bylaws of Kennedy-Wilson Holdings, Inc.    Incorporated by reference to Exhibit 3.1 of Kennedy-Wilson Holdings, Inc.’s current report on Form 8-K (File No. 001-33824) filed on December 30, 2014.
4.1    Specimen Common Stock Certificate.    Incorporated by reference to Exhibit 4.4 of Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form 8-A/A (File No. 001-33824) filed with the Securities and Exchange Commission on November 16, 2009.
4.2    Form of warrant agreement (including form of warrant certificate).    To be filed by amendment or incorporated by reference in connection with the offering of a particular class of series of securities.
4.3    Form of Indenture for Debt Securities (the “Form Base Indenture”).    Incorporated by reference to Exhibit 4.3 of Kennedy-Wilson Holdings, Inc.’s registration statement on Form S-3 (File No. 333-184752) filed on November 5, 2012.
4.4    Indenture (the “2042 Notes Indenture”), dated as of November 28, 2012, between Kennedy-Wilson, Inc. and Wilmington Trust, National Association, as trustee.    Filed herewith.
4.5    Supplemental Indenture No. 1 to the 2042 Notes Indenture, dated as of November 28, 2013, among Kennedy-Wilson, Inc., as issuer, Kennedy-Wilson Holdings, Inc., as parent, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.2 to Kennedy-Wilson Holdings, Inc.’s current report on Form 8-K (File No. 001-33824) filed on November 28, 2012.
4.6    Supplemental Indenture No. 2 to the 2042 Notes Indenture, dated as of February 14, 2013, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.25 to Kennedy-Wilson Holdings, Inc.’s annual report on Form 10-K (File No. 001-33824) filed on March 12, 2013.
4.7    Supplemental Indenture No. 3 to the 2042 Notes Indenture, dated as of May 28, 2013, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.2 to Kennedy-Wilson Holdings, Inc.’s current report on Form 8-K (File No. 001-33824) filed on May 29, 2013.
4.8    Supplemental Indenture No. 4 to the 2042 Notes Indenture, dated as of July 15, 2013, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.27 of Kennedy-Wilson Holdings, Inc.’s registration statement on Form S-3ASR (File No. 333—192059) filed on November 1, 2013.

 

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Exhibit #

   

Title of Exhibit

   

Reference

4.9    Supplemental Indenture No. 5 to the 2042 Notes Indenture, dated as of September 6, 2013, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.28 of Kennedy-Wilson Holdings, Inc.’s registration statement on Form S-3ASR (File No. 333—192059) filed on November 1, 2013.
4.10    Supplemental Indenture No. 6 to the 2042 Notes Indenture dated as of October 31, 2013, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.29 of Kennedy-Wilson Holdings, Inc.’s registration statement on Form S-3ASR (File No. 333—192059) filed on November 1, 2013.
4.11    Supplemental Indenture No. 7 to the 2042 Notes Indenture dated as of January 6, 2014, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.36 of Kennedy-Wilson Holdings, Inc.’s Annual Report on Form 10-K (File No. 001-33824) filed on March 3, 2014.
4.12    Supplemental Indenture No. 8 to the 2042 Notes Indenture dated as of January 6, 2014, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.37 of Kennedy-Wilson Holdings, Inc.’s Annual Report on Form 10-K (File No. 001-33824) filed on March 3, 2014.
4.13    Supplemental Indenture No. 9 to the 2042 Notes Indenture dated as of March 18, 2014, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.5 of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10—Q (File No. 001-33824) filed on May 12, 2014.
4.14    Supplemental Indenture No. 10 to the 2042 Notes Indenture dated as of September 5, 2014, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.2 of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10—Q (File No. 001-33824) filed on November 10, 2014.
4.15    Supplemental Indenture No. 11 to the 2042 Notes Indenture dated as of November 11, 2014, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.6 of Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No. 001-33824) filed on November 18, 2014.
4.16    Supplemental Indenture No. 12 to the 2042 Notes Indenture dated as of January 22, 2016, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 10.3 of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10—Q (File No. 001-33824) filed on May 6, 2016.
4.17    Supplemental Indenture No. 13 to the 2042 Notes Indenture dated as of February 11, 2016, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 10.4 of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-33824) filed on May 6, 2016.

 

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Exhibit #

   

Title of Exhibit

   

Reference

4.18    Supplemental Indenture No. 14 to the 2042 Notes Indenture dated as of May 19, 2016, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.1 of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-33824) filed on August 5, 2016.
4.19    Indenture (the “2024 Notes Indenture”) dated March 25, 2014 between Kennedy-Wilson, Inc. and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.1 of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10—Q (File No. 001-33824) filed on May 12, 2014.
4.20    Supplemental Indenture No. 1 to the 2024 Notes Indenture, dated as of March 25, 2014, among Kennedy-Wilson, Inc., as issuer, Kennedy-Wilson Holdings, Inc., as parent, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.1 of Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No. 001-33824) filed on March 26, 2014.
4.21    Supplemental Indenture No. 2 to the 2024 Notes Indenture, dated as of September 5, 2014, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.1of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-33824) filed on November 14, 2014.
4.22    Supplemental Indenture No. 3 to the 2024 Notes Indenture, dated as of November 11, 2014, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.4 of Kennedy-Wilson Holdings, Inc.’s Current Report on Form8-K (File No. 001-33824) filed on November 18, 2014.
4.23    Supplemental Indenture No. 4 to the 2024 Notes Indenture, dated as of January 22, 2016, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 10.4 of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-33824) filed on May 6, 2016.
4.24    Supplemental Indenture No. 5 to the 2024 Notes Indenture, dated as of February 11, 2016, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 10.4 of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-33824) filed on May 6, 2016.
4.25    Supplemental Indenture No. 6 to the 2024 Notes Indenture, dated as of May 19, 2016, among Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Wilmington Trust, National Association, as trustee.    Incorporated by reference to Exhibit 4.1 of Kennedy-Wilson Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-33824) filed on August 5, 2016.
4.26    Form of Base Indenture    Incorporated by reference to Exhibit 4.3 of Kennedy-Wilson Holding, Inc.’s Registration Statement on Form S-3 (File No. 333-184752) filed November 5, 2012.
5.1    Opinion of Latham & Watkins LLP.    Filed herewith.
5.2    Opinion of Kulik, Gottesman, Siegel & Ware LLP    Filed herewith.

 

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Exhibit #

   

Title of Exhibit

   

Reference

12.1    Statement regarding computation of ratios of earnings to fixed charges.    Filed herewith.
23.1    Consent of KPMG LLP.    Filed herewith.
23.2    Consent of KPMG LLP.    Filed herewith.
23.3    Consent of KPMG LLP.    Filed herewith.
23.4    Consent of KPMG.    Filed herewith.
23.5    Consent of KPMG.    Filed herewith.
23.6    Consent of KPMG LLP.    Filed herewith.
23.7    Consent of KPMG LLP.    Filed herewith.
23.8    Consent of KPMG LLP.    Filed herewith.
23.9    Consent of Latham & Watkins LLP.    Contained in Exhibit 5.1
23.10    Consent of Kulik, Gottesman, Siegel & Ware, LLP.    Contained in Exhibit 5.2
24.1    Powers of Attorney.    Included as part of the signature pages hereto.
25.1    Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust, National Association (Form T-1) with respect to the Form Base Indenture.    To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.
25.2    Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust, National Association (Form T-1) with respect to the 2024 Notes Indenture.    Filed herewith.
25.3    Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust, National Association (Form T-1) with respect to the 2042 Notes Indenture.    Filed herewith.

Item 17. Undertakings

(A) Each undersigned registrant hereby undertakes:

 

  1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

  ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

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  iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

  2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

  3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

  i. Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

  ii. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract or sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract or sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

  5) That, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities:

Each undersigned registrant undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  i. Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

  ii. Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by the undersigned registrant;

 

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  iii. The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and

 

  iv. Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.

(B) Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of a registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(C) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any registrant of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(D) Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy-Wilson Holdings, Inc.,

a Delaware corporation

By:  

        /S/ WILLIAM J. MCMORROW

 

        William J. McMorrow

        Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Chief Executive Officer and Chairman (principal executive officer)   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer)   November 2, 2016

/S/ KENT MOUTON

Kent Mouton

    Director   November 2, 2016

/S/ JERRY R. SOLOMON

JERRY R. SOLOMON

    Director   November 2, 2016

/S/ NORM CREIGHTON

Norm Creighton

    Director   November 2, 2016

/S/ STANLEY ZAX

Stanley Zax

    Director   November 2, 2016

/S/ DAVID A. MINELLA

David A. Minella

    Director   November 2, 2016

/S/ CATHY HENDRICKSON

Cathy Hendrickson

    Director   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy-Wilson, Inc.,

a Delaware corporation

By:  

        /S/ WILLIAM J. MCMORROW

 

        William J. McMorrow

        President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    President, Chief Executive Officer (principal executive officer) and Director   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Secretary   November 2, 2016

/S/ KENT MOUTON

Kent Mouton

    Director   November 2, 2016

/S/ JERRY R. SOLOMON

Jerry R. Solomon

    Director   November 2, 2016

/S/ NORM CREIGHTON

Norm Creighton

    Director   November 2, 2016

/S/ STANLEY ZAX

Stanley Zax

    Director   November 2, 2016

/S/ DAVID A. MINELLA

David A. Minella

    Director   November 2, 2016

/S/ CATHY HENDRICKSON

Cathy Hendrickson

    Director   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy-Wilson Property Services, Inc.
By:  

        /S/ KENT MOUTON

 

        Kent Mouton

        President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

   

Date

/S/ KENT MOUTON

Kent Mouton

    President (principal executive officer) and Director    November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director    November 2, 2016

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Director    November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrants certify that they has reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy-Wilson Property Equity II, Inc.
Kennedy-Wilson Property Special Equity, Inc.
Kennedy-Wilson Property Special Equity II, Inc.
By:  

        /S/ KENT MOUTON

 

        Kent Mouton

        President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

   

Date

/S/ KENT MOUTON

Kent Mouton

    President (principal executive officer) and Director    November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer), Secretary and Director    November 2, 2016

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Vice President and Director    November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy-Wilson Tech, Ltd.

By:

  

        /S/ KENT MOUTON

          Kent Mouton
          President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

Kent Mouton

    President, Chief Executive Officer (principal executive officer) and Director   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director   November 2, 2016

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Director   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy-Wilson Properties, Ltd.

By:  

        /S/ WILLIAM J. MCMORROW

 

        William J. McMorrow

          Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Chief Executive Officer (principal executive officer) and Director   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer), Assistant Secretary and Director   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy-Wilson Property Equity, Inc.
By:  

        /S/ KENT MOUTON

          Kent Mouton
          President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

Kent Mouton

    President (principal executive officer)   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Secretary   November 2, 2016

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Vice President and Director   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Fairways 340 Corp.
By:  

        /S/ JUSTIN ENBODY

          Justin Enbody
          President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ JUSTIN ENBODY

Justin Enbody

    President and Chief Financial Officer (principal executive officer and principal financial and accounting officer) and Director   November 2, 2016

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Vice President and Director   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

K-W Santiago Inc.
By:  

          /S/ JUSTIN ENBODY

            Justin Enbody
            President, Chief Financial Officer and
          Secretary

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ JUSTIN ENBODY

Justin Enbody

    President and Chief Financial Officer (principal executive officer and principal financial and accounting officer), Secretary and Director   November 2, 2016

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Director   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

KWP Financial I
By:  

        /S/ MARY L. RICKS

 

        Mary L. Ricks

        President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    President (principal executive officer)   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Secretary   November 2, 2016

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Director   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

K-W Properties
By:  

        /S/ KENT MOUTON

 

        Kent Mouton

        President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

Kent Mouton

    President (principal executive officer)   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and accounting officer)   November 2, 2016

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Vice President, Assistant Secretary and Director   November 2, 2016

/S/ MARY L. RICKS

Mary L. Ricks

    Director   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy-Wilson Overseas Investments, Inc.

By:

  

        /S/ MARY L. RICKS

 

        Mary L. Ricks

          President and Assistant Secretary

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    President (principal executive officer), Assistant Secretary and Director   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director   November 2, 2016

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Vice President and Director   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy-Wilson International
By:           /S/ WILLIAM J. MCMORROW
 

        William J. McMorrow

          President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    President, Chief Executive Officer (principal executive officer) and Director   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director   November 2, 2016

/S/ MARY L. RICKS

Mary L. Ricks

    Vice President and Director   November 2, 2016

 

74

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy Wilson Auction Group Inc.
By:  

        /S/ RHETT WINCHELL

          Rhett Winchell
          President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ RHETT WINCHELL

Rhett Winchell

    President (principal executive officer) and Director   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director   November 2, 2016

/S/ MARTY CLOUSER

Marty Clouser

    Vice President and Director   November 2, 2016

 

75

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy-Wilson Properties, LTD.
By:  

        /S/ JAMES ROSTEN

          James Rosten
          President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ JAMES ROSTEN

James Rosten

    President (principal executive officer) and Director   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Secretary   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy-Wilson Property Services II, Inc.
By:  

        /S/ KENT MOUTON

          Kent Mouton
          President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

Kent Mouton

    President (principal executive officer) and Director   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director   November 2, 2016

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Vice President and Director   November 2, 2016

/S/ JOHN C. PRABHU

John C. Prabhu

    Director   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy-Wilson Property Special Equity III, LLC
By:  

        /S/ WILLIAM J. MCMORROW

          William J. McMorrow
          Chairman

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Chairman (principal executive officer) and Director   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director   November 2, 2016

/S/ KENT MOUTON

Kent Mouton

    Director   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy Wilson Property Services III, L.P.
By:  

        /S/ KENT MOUTON

 

        Kent Mouton

        Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

Kent Mouton

    Manager (principal executive officer)   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer)   November 2, 2016
Kennedy-Wilson Property Services III GP, LLC   

General Partner*

   November 2, 2016

 

By:  

K-W Properties

its sole member

By:

 

  

        /S/ KENT MOUTON

 

 

Kent Mouton

President

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Dillingham Ranch Aina LLC
By:  

        /s/ Mary L. Ricks

 

        Mary L. Ricks

          Vice President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    Vice President (principal executive officer)   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer)   November 2, 2016
68-540 Farrington, LLC   

Sole Member*

   November 2, 2016

 

By:  

KW Dillingham Aina, LLC

its sole member

By:  

K-W Properties

its sole member

By:

 

           /S/ KENT MOUTON
 

          Kent Mouton

              President

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

 

68-540 Farrington, LLC
By:  

          /S/ MARY L. RICKS

            Mary L. Ricks
            Vice President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    Vice President (principal executive officer)   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer)   November 2, 2016
KW Dillingham Aina, LLC    Sole Member*   November 2, 2016

 

By:  

K-W Properties

its sole member

By:  

        /S/ KENT MOUTON

 

                         Kent Mouton

                             President

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

KW Ireland, LLC

By:

  

        /S/ MARY L. RICKS

          Mary L. Ricks
          President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    President (principal executive officer)   November 2, 2016

/S/ JOHN C. PRABHU

John C. Prabhu

    Treasurer (principal financial officer and principal accounting officer)   November 2, 2016

Kennedy-Wilson, Inc.

    Sole or Managing Member*   November 2, 2016

 

By:

 

  

/S/ KENT MOUTON

 

 

Kent Mouton

Executive Vice President, General

Counsel

 

* The co-registrant listed above has no directors or managers

 

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy Wilson Real Estate Sales & Marketing
By:  

        /S/ RHETT WINCHELL

          Rhett Winchell
          President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ RHETT WINCHELL

Rhett Winchell

    President (principal executive officer) and Director   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer)   November 2, 2016

/S/ MARTY CLOUSER

Marty Clouser

    Vice President and Director   November 2, 2016

/S/ KENT MOUTON

Kent Mouton

    Secretary and Director   November 2, 2016

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Meyers Research, LLC

By:

  

Kennedy-Wilson, Inc.

its sole member

 

By:  

  

    /S/ WILLIAM J. MCMORROW

        William J. McMorrow
        President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

   

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    President of Kennedy-Wilson, Inc. (principal executive officer)    November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer of Kennedy-Wilson, Inc. (principal financial officer and principal accounting officer)    November 2, 2016

Kennedy-Wilson, Inc.

    Sole or Managing Member*    November 2, 2016

 

By:  

        /S/ KENT MOUTON

 

 

Kent Mouton

Executive Vice President, General Counsel

 

* The co-registrant listed above has no directors or managers

 

84

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

KW Investment Adviser, LLC

By:

  

Kennedy-Wilson, Inc.

its sole member

 

By:

  

    /S/ WILLIAM J. MCMORROW

   

    William J. McMorrow

   

    President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    President of Kennedy-Wilson, Inc. (principal executive officer)   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer of Kennedy-Wilson, Inc. (principal financial officer and principal accounting officer)   November 2, 2016

Kennedy-Wilson, Inc.

    Sole or Managing Member*   November 2, 2016

 

By:

           /S/ KENT MOUTON
 

Kent Mouton

Executive Vice President, General Counsel

 

* The co-registrant listed above has no directors or managers

 

85

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy-Wilson Capital
By:           /S/ MARY RICKS
          Mary Ricks
          President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ MARY RICKS

Mary Ricks

    President (principal executive officer) and Director   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer)   November 2, 2016

/S/ KENT MOUTON

Kent Mouton

    Director   November 2, 2016

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Director   November 2, 2016

 

86

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

KW Four Points, LLC
By:           /S/ JOAN KRAMER
          Joan Kramer
          President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ JOAN KRAMER

Joan Kramer

    President (principal executive officer)   November 2, 2016

/S/ MATT WINDISCH

Matt Windisch

    Treasurer (principal financial officer and principal accounting officer)   November 2, 2016

Kennedy-Wilson Capital

    Sole or Managing Member*   November 2, 2016
By:  

/S/ MARY RICKS

 

Mary Ricks

President

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

KW Residential Capital, LLC
By:  

        /S/ JOAN KRAMER

          Joan Kramer
          President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ JOAN KRAMER

Joan Kramer

    President (principal executive officer)   November 2, 2016

/S/ KENT MOUTON

Kent Mouton

    Treasurer (principal financial officer and principal accounting officer)   November 2, 2016

Kennedy-Wilson, Inc.

   

Sole or Managing Member*

   November 2, 2016

 

By:   /S/ KENT MOUTON
 

Kent Mouton

Executive Vice President, General

Counsel

 

* The co-registrant listed above has no directors or managers

 

88

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

KW Loan Partners VIII, LLC
By:  

        /S/ JOAN KRAMER

          Joan Kramer
          President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ JOAN KRAMER

Joan Kramer

    President (principal executive officer)   November 2, 2016

/S/ MATT WINDISCH

Matt Windisch

    Treasurer (principal financial officer and principal accounting officer)   November 2, 2016

Kennedy-Wilson Capital

   

Sole or Managing Member*

   November 2, 2016

 

By:   /S/ MARY RICKS
 

Mary Ricks

President

 

* The co-registrant listed above has no directors or managers

 

89

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

 

Kennedy Wilson Property Services IV, L.P.
By:  

        /S/ KENT MOUTON

          Kent Mouton
          President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

Kent Mouton

    President (principal executive officer)   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Treasurer (principal financial officer and principal accounting officer)   November 2, 2016

Kennedy Wilson Property Services IV

GP, LLC

   

General Partner*

   November 2, 2016

 

By:   /S/ KENT MOUTON
 

Kent Mouton

President

 

* The co-registrant listed above has no directors or managers

 

90

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrants certify that they has reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 2nd day of November, 2016.

Kennedy Wilson Property Services III GP, LLC

KW BASGF II Manager, LLC

KWF Investors I, LLC

KWF Investors II, LLC

KWF Investors III, LLC

KWF Manager I, LLC

KWF Manager II, LLC

KWF Manager III, LLC

KW-Richmond, LLC

SG KW Venture I Manager LLC

KW Loan Partners I LLC

KW Loan Partners II LLC

KW Summer House Manager, LLC

KW Montclair, LLC

KW Blossom Hill Manager, LLC

KW Serenade Manager, LLC

KW Redmond Manager, LLC

KW Dillingham Aina LLC

Kennedy Wilson Fund Management Group, LLC

KWF Manager IV, LLC

KWF Manager V, LLC

Kennedy Wilson Property Equity IV, LLC

KWF Investors IV, LLC

KWF Investors V, LLC

KW Telstar Partners, LLC

KW Armacost, LLC

Santa Maria Land Partners Manager, LLC

KW Captowers Partners, LLC

KW Loan Partners VII, LLC

KWF Investors VII, LLC

KWF Manager VII, LLC

KW Boise Plaza, LLC

Kennedy Wilson Property Services IV GP, LLC

KW/CV Third-Pacific Manager, LLC

KW EU Loan Partners II, LLC

KWF Investors VIII, LLC

KWF Manager VIII, LLC

KW 1200 Main, LLC

KW Harrington, LLC

KW 5200 Lankershim Manager, LLC

KWF Manager X, LLC

KWF Manager XI, LLC

KWF Manager XII, LLC

KW Real Estate Venture XIII, LLC

KWF Manager XIII, LLC

 

91

Table of Contents

KWF Manager XV, LLC

KW EU Loan Partners III, LLC

KW EU Investors I, LLC

KW Richfield Plaza, LLC

KW Currier Square Shopping Center, LLC

KW Creekview Shopping Center, LLC

KW Securities, LLC

KW Victory Land Loan, LLC

KW Victory Plaza Loan, LLC

KW 2012Q LLC

KW 2012R LLC

KW 2012S LLC

KW 2012T LLC

KW 2012U LLC

Country Ridge IX, LLC

KW 2012W LLC

KW EU Investors VIII, LLC

KW 2012Y LLC

KW 2012Z LLC

KW Park Santa Fe, LLC

KW Cypress, LLC

KW Tacoma Condos, LLC

KW Desert Ramrod Sponsor, LLC

KW Red Cliff Shopping Center, LLC

KW Holiday Village Shopping Center, LLC

KW 9350 Civic Center Drive, LLC

KW Taylor Yard 55, LLC

KW Hilltop Manager II, LLC

KW 2013J LLC

KW Bozeman Investors, LLC

KW One Baxter Way GP, LLC

KW 2013M LLC

KW 2013N LLC

KW 2013O LLC

KW 2013P LLC

KW 2013Q LLC

KW 2013R LLC

KW 2013S LLC

KW 2013T LLC

KW 2013U LLC

KW 2013V LLC

KW 2013W LLC

KW 2013X LLC

KW 2013Y LLC

KW 2013Z LLC

KW 2013AA LLC

KW 2013BB LLC

KW 2013CC LLC

KW 2013DD LLC

KW 2013EE LLC

KW 2013FF LLC

KW 2013GG LLC

 

92

Table of Contents

KW 2013HH LLC

KW 2013II LLC

KW 2013JJ LLC

KW 2013KK LLC

KW 2013LL LLC

KW 2013MM LLC

KW 2013NN LLC

KW 2013OO LLC

KW 2013PP LLC

KW 2013QQ LLC

KW 2013RR LLC

KW 2013SS LLC

KW 2013TT LLC

KW 2013UU LLC

KW 2013VV LLC

KW 2013WW LLC

KW 2013XX LLC

KW 2013YY LLC

KW 2013ZZ LLC

KW 2016A, LLC

KW 2016B, LLC

KW 2016C, LLC

KW 2016D, LLC

KW 2016E, LLC

KW 2016F, LLC

KW 2016G, LLC

KW 2016H, LLC

KW 2016I, LLC

KW 2016J, LLC

KW 2016K, LLC

KW 2016L, LLC

KW 2016M, LLC

KW 2016N, LLC

KW 2016O, LLC

KW 2016P, LLC

KW 2016Q, LLC

KW 2016R, LLC

KW 2016S, LLC

KW 2016T, LLC

KW 2016U, LLC

KW 2016V, LLC

KW 2016W, LLC

KW 2016X, LLC

KW 2016Y, LLC

KW 2016Z, LLC

 

By:  

        /S/ KENT MOUTON

          Kent Mouton
          President

 

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POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints William J. McMorrow and Justin Enbody as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments to this registration statement, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection with the registration statement, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 2, 2016.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

Kent Mouton

    President (principal executive officer)   November 2, 2016

/S/ JUSTIN ENBODY

Justin Enbody

    Treasurer (principal financial officer and principal accounting officer)   November 2, 2016

K-W Properties

   

Sole or Managing Member*

   November 2, 2016

 

By:   /S/ KENT MOUTON
 

Kent Mouton

President

 

* Each of the co-registrants listed above has no directors or managers

 

94

EX-4.4 2 d278649dex44.htm EX-4.4 EX-4.4

Exhibit 4.4

 

 

Kennedy-Wilson, Inc.

 

 

INDENTURE

Dated as of November 28, 2012

 

 

Wilmington Trust, National Association

Trustee

 

 

TABLE OF CONTENTS

 

              Page  
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE      1   
 

Section 1.1.

   

Definitions.

      1   
 

Section 1.2.

   

Other Definitions.

      5   
 

Section 1.3.

   

Incorporation by Reference of Trust Indenture Act.

      5   
 

Section 1.4.

   

Rules of Construction.

      5   
ARTICLE II. THE SECURITIES      6   
 

Section 2.1.

   

Issuable in Series.

      6   
 

Section 2.2.

   

Establishment of Terms of Series of Securities.

      6   
 

Section 2.3.

   

Execution and Authentication.

      8   
 

Section 2.4.

   

Registrar and Paying Agent.

      9   
 

Section 2.5.

   

Paying Agent to Hold Money in Trust.

      10   
 

Section 2.6.

   

Holder Lists.

      10   
 

Section 2.7.

   

Transfer and Exchange.

      11   
 

Section 2.8.

   

Mutilated, Destroyed, Lost and Stolen Securities.

      11   
 

Section 2.9.

   

Outstanding Securities.

      12   
 

Section 2.10.

   

Treasury Securities.

      12   
 

Section 2.11.

   

Temporary Securities.

      13   
 

Section 2.12.

   

Cancellation.

      13   
 

Section 2.13.

   

Defaulted Interest.

      13   
 

Section 2.14.

   

Global Securities.

      13   
 

Section 2.15.

   

CUSIP Numbers.

      14   
ARTICLE III. REDEMPTION      15   
 

Section 3.1.

   

Notice to Trustee.

      15   
 

Section 3.2.

   

Selection of Securities to be Redeemed.

      15   
 

Section 3.3.

   

Notice of Redemption.

      15   
 

Section 3.4.

   

Effect of Notice of Redemption.

      16   
 

Section 3.5.

   

Deposit of Redemption Price.

      16   
 

Section 3.6.

   

Securities Redeemed in Part.

      16   
ARTICLE IV. COVENANTS      17   
 

Section 4.1.

   

Payment of Principal and Interest.

      17   
 

Section 4.2.

   

SEC Reports.

      17   
 

Section 4.3.

   

Compliance Certificate.

      17   
 

Section 4.4.

   

Stay, Extension and Usury Laws.

      18   
 

Section 4.5.

   

Corporate Existence.

      18   
ARTICLE V. SUCCESSORS      18   
 

Section 5.1.

   

When Company May Merge, Etc.

      18   
 

Section 5.2.

   

Successor Corporation Substituted.

      19   

 

i

ARTICLE VI. DEFAULTS AND REMEDIES

      19   
 

Section 6.1.

   

Events of Default.

      19   
 

Section 6.2.

   

Acceleration of Maturity; Rescission and Annulment.

      20   
 

Section 6.3.

   

Collection of Indebtedness and Suits for Enforcement by Trustee.

      21   
 

Section 6.4.

   

Trustee May File Proofs of Claim.

      22   
 

Section 6.5.

   

Trustee May Enforce Claims Without Possession of Securities.

      22   
 

Section 6.6.

   

Application of Money Collected.

      23   
 

Section 6.7.

   

Limitation on Suits.

      23   
 

Section 6.8.

   

Unconditional Right of Holders to Receive Principal and Interest.

      24   
 

Section 6.9.

   

Restoration of Rights and Remedies.

      24   
 

Section 6.10.

   

Rights and Remedies Cumulative.

      24   
 

Section 6.11.

   

Delay or Omission Not Waiver.

      24   
 

Section 6.12.

   

Control by Holders.

      24   
 

Section 6.13.

   

Waiver of Past Defaults.

      25   
 

Section 6.14.

   

Undertaking for Costs.

      25   

ARTICLE VII. TRUSTEE

      26   
 

Section 7.1.

   

Duties of Trustee.

      26   
 

Section 7.2.

   

Rights of Trustee.

      27   
 

Section 7.3.

   

Individual Rights of Trustee.

      28   
 

Section 7.4.

   

Trustee’s Disclaimer.

      28   
 

Section 7.5.

   

Notice of Defaults.

      28   
 

Section 7.6.

   

Reports by Trustee to Holders.

      29   
 

Section 7.7.

   

Compensation and Indemnity.

      29   
 

Section 7.8.

   

Replacement of Trustee.

      30   
 

Section 7.9.

   

Successor Trustee by Merger, Etc.

      31   
 

Section 7.10.

   

Eligibility; Disqualification.

      31   
 

Section 7.11.

   

Preferential Collection of Claims Against Company.

      31   

ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE

      31   
 

Section 8.1.

   

Satisfaction and Discharge of Indenture.

      31   
 

Section 8.2.

   

Application of Trust Funds; Indemnification.

      32   
 

Section 8.3.

   

Legal Defeasance of Securities of any Series.

      33   
 

Section 8.4.

   

Covenant Defeasance.

      34   
 

Section 8.5.

   

Repayment.

      35   
 

Section 8.6.

   

Reinstatement.

      36   

ARTICLE IX. AMENDMENTS AND WAIVERS

      36   
 

Section 9.1.

   

Without Consent of Holders.

      36   
 

Section 9.2.

   

With Consent of Holders.

      37   
 

Section 9.3.

   

Limitations.

      38   
 

Section 9.4.

   

Compliance with Trust Indenture Act.

      39   
 

Section 9.5.

   

Revocation and Effect of Consents.

      39   
 

Section 9.6.

   

Notation on or Exchange of Securities.

      39   
 

Section 9.7.

   

Trustee Protected.

      39   

 

ii

ARTICLE X. MISCELLANEOUS

      40   
 

Section 10.1.

   

Trust Indenture Act Controls.

      40   
 

Section 10.2.

   

Notices.

      40   
 

Section 10.3.

   

Communication by Holders with Other Holders.

      41   
 

Section 10.4.

   

Certificate and Opinion as to Conditions Precedent.

      41   
 

Section 10.5.

   

Statements Required in Certificate or Opinion.

      41   
 

Section 10.6.

   

Rules by Trustee and Agents.

      42   
 

Section 10.7.

   

Legal Holidays.

      42   
 

Section 10.8.

   

No Recourse Against Others.

      42   
 

Section 10.9.

   

Counterparts.

      42   
 

Section 10.10.

   

Governing Law.

      42   
 

Section 10.11.

   

No Adverse Interpretation of Other Agreements.

      43   
 

Section 10.12.

   

Successors.

      43   
 

Section 10.13.

   

Severability.

      43   
 

Section 10.14.

   

Table of Contents, Headings, Etc.

      43   
 

Section 10.15.

   

Securities in a Foreign Currency.

      43   
 

Section 10.16.

   

Judgment Currency.

      44   
 

Section 10.17.

   

Force Majeure.

      44   

ARTICLE XI. SINKING FUNDS

      45   
 

Section 11.1.

   

Applicability of Article.

      45   
 

Section 11.2.

   

Satisfaction of Sinking Fund Payments with Securities.

      45   
 

Section 11.3.

   

Redemption of Securities for Sinking Fund.

      45   

ARTICLE XII. GUARANTEES

      46   
 

Section 12.1.

   

Guarantees.

      46   

 

iii

KENNEDY-WILSON, INC.

Reconciliation to Trust Indenture Act of 1939

 

§ 310(a)(1)      7.10
(a)(2)      7.10
(a)(3)      Not Applicable
(a)(4)      Not Applicable
(a)(5)      7.10
(b)      7.10
§ 311(a)      7.11
(b)      7.11
(c)      Not Applicable
§ 312(a)      2.6
(b)      10.3
(c)      10.3
§ 313(a)      7.6
(b)(1)      7.6
(b)(2)      7.6
(c)(1)      7.6
(d)      7.6
§ 314(a)      4.2, 10.5
(b)      Not Applicable
(c)(1)      10.4
(c)(2)      10.4
(c)(3)      Not Applicable
(d)      Not Applicable
(e)      10.5
(f)      Not Applicable
§ 315(a)      7.1
(b)      7.5
(c)      7.1
(d)      7.1
(e)      6.14
§ 316(a)      2.10
(a)(1)(A)      6.12
(a)(1)(B)      6.13
(b)      6.8
§ 317(a)(1)      6.3
(a)(2)      6.4
(b)      2.5
§ 318(a)      10.1

 

Note: This reconciliation shall not, for any purpose, be deemed to be part of the Indenture.

 

iv

Indenture dated as of November 28, 2012 between Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association (the “Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.

“Additional Amounts” means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders.

“Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under common control with such specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or otherwise.

“Agent” means any Registrar, Paying Agent or Notice Agent.

“Board of Directors” means the board of directors of the Company or any duly authorized committee thereof.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee.

“Business Day” means, unless otherwise provided by Board Resolution, Officer’s Certificate or supplemental indenture hereto for a particular Series, any day except a Saturday, Sunday or a legal holiday in The City of New York (or in connection with any payment, the place of payment) on which banking institutions are authorized or required by law, regulation or executive order to close.

“Capital Stock” means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means the party named as such above until a successor replaces it and thereafter means the successor.

 

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“Company Order” means a written order signed in the name of the Company by an Officer thereof.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business related to this Indenture shall be principally administered.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Depositary” means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities, the person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if, at any time, there is more than one such person, “Depositary” as used with respect to the Securities of any Series shall mean the Depositary with respect to the Securities of such Series.

“Discount Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2.

“Dollars” and “$” means the currency of The United States of America.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Foreign Currency” means any currency or currency unit issued by a government other than the government of The United States of America.

“Foreign Government Obligations” means, with respect to Securities of any Series that are denominated in a Foreign Currency, direct obligations of, or obligations guaranteed by, the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged and which are not callable or redeemable at the option of the issuer thereof.

“GAAP” means accounting principles generally accepted in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the date of determination.

“Global Security” or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary or nominee.

“Guarantee” means a guarantee of any Securities by a Guarantor as contemplated by Article XII, provided that the term “Guarantee,” when used with respect to any Security or

 

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with respect to any Series of Securities means a guarantee of such Security or of such Series of Securities, respectively, by a Guarantor of such Security or such Series of Securities, respectively, as contemplated by Article XII.

“Guarantor” means any person that issues a Guarantee of any Security of any Series, either on the date such Security is issued or after such date, in accordance with or pursuant to the terms of this Indenture, provided that, upon the release and discharge of such person from its Guarantee in accordance with or pursuant to this Indenture, such person shall cease to be a Guarantor.

“Guarantor Order” means a written order signed in the name of the Guarantor by an Officer thereof.

“Holder” means a person in whose name a Security is registered.

“Indenture” means this Indenture as amended or supplemented from time to time and shall include the form and terms of particular Series of Securities established as contemplated hereunder.

The term “interest” means, with respect to any Discount Security which by its terms bears interest only after Maturity, interest payable after Maturity.

“Maturity,” when used with respect to any Security, means the date on which the principal of such Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Officer” means the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer or any Assistant Treasurer, the Secretary or any Assistant Secretary, and any Vice President of the Company (in the case of an Officer’s Certificate to be delivered by a Guarantor, and in the case of a Guarantor Order, of such Guarantor).

“Officer’s Certificate” means a certificate signed by any Officer.

“Opinion of Counsel” means a written opinion of legal counsel who is acceptable to the Trustee. Such counsel may be an employee of or counsel to the Company or any Guarantor.

The term “person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

The term “principal” of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security.

“Prospectus” means the base prospectus, dated November 15, 2012, of the Company together with any supplement(s) thereto filed with the Securities and Exchange Commission in connection with the offer and sale of Securities to be issued pursuant hereto.

 

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“Responsible Officer” means any officer of the Trustee in its Corporate Trust Office having responsibility for administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with a particular subject.

“SEC” means the Securities and Exchange Commission.

“Securities” means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered pursuant to this Indenture.

“Series” or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2 hereof.

“Stated Maturity” means, with respect to any payment of principal of, or any premium or interest on, any Security, the date on which such payment is due and payable.

“Subsidiary” of any specified person means any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person or a combination thereof.

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act as so amended.

“Trustee” means the person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each person who is then a Trustee hereunder, and if at any time there is more than one such person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series.

“U.S. Government Obligations” means securities which are direct obligations of, or guaranteed by, The United States of America for the payment of which its full faith and credit is pledged and which are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depository receipt.

 

4

Section 1.2. Other Definitions.

 

TERM

    DEFINED IN
SECTION		  

“Bankruptcy Law”

      6.1   

“Custodian”

      6.1   

“Event of Default”

      6.1   

“Judgment Currency”

      10.16   

“Legal Holiday”

      10.7   

“mandatory sinking fund payment”

      11.1   

“Market Exchange Rate”

      10.15   

“New York Banking Day”

      10.16   

“Notice Agent”

      2.4   

“optional sinking fund payment”

      11.1   

“Paying Agent”

      2.4   

“Registrar”

      2.4   

“Required Currency”

      10.16   

“successor person”

      5.1   

Section 1.3. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“Commission” means the SEC.

“indenture securities” means the Securities.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Company (and, if such indenture securities are guaranteed by any Guarantor, each such Guarantor) and any successor obligor upon the Securities.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein are used herein as so defined.

Section 1.4. Rules of Construction.

Unless the context otherwise requires:

 

5

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) words in the singular include the plural, and in the plural include the singular; and

(e) provisions apply to successive events and transactions.

ARTICLE II.

THE SECURITIES

Section 2.1. Issuable in Series.

The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined in the manner provided in a Board Resolution, supplemental indenture or Officer’s Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officer’s Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture.

Section 2.2. Establishment of Terms of Series of Securities.

At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2.1 and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.22) by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution, supplemental indenture hereto or Officer’s Certificate:

2.2.1. the title (which shall distinguish the Securities of that particular Series from the Securities of any other Series) and ranking (including the terms of any subordination provisions) of the Series;

2.2.2. the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;

2.2.3. any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);

 

6

2.2.4. the date or dates on which the principal of the Securities of the Series is payable;

2.2.5. the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date;

2.2.6. the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, where the Securities of such Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be delivered, and the method of such payment, if by wire transfer, mail or other means;

2.2.7. if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company;

2.2.8. the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

2.2.9. the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;

2.2.10. if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable;

2.2.11. the forms of the Securities of the Series and whether the Securities will be issuable as Global Securities;

2.2.12. if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2;

2.2.13. the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;

2.2.14. the designation of the currency, currencies or currency units in which payment of the principal of or premium, if any, and interest on the Securities of the Series will be made;

 

7

2.2.15. if payments of the principal of or premium, if any, or interest on the Securities of the Series are to be made in one or more currencies or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined;

2.2.16. the manner in which the amounts of payment of the principal of or premium, if any, or interest on the Securities of the Series will be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;

2.2.17. the provisions, if any, relating to any security provided for the Securities of the Series;

2.2.18. any addition to, deletion of or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.2;

2.2.19. any addition to, deletion of or change in the covenants set forth in Articles IV or V which applies to Securities of the Series;

2.2.20. any Depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein;

2.2.21. the provisions, if any, relating to conversion or exchange of any Securities of such Series, including if applicable, the conversion or exchange price, the conversion or exchange period, provisions as to whether conversion or exchange will be mandatory, at the option of the Holders thereof or at the option of the Company, the events requiring an adjustment of the conversion price or exchange price and provisions affecting conversion or exchange if such Series of Securities are redeemed;

2.2.22. if applicable, the terms of any Guarantee of any Securities of such Series; and

2.2.23. any other terms of the Series (which may supplement, modify or delete any provision of this Indenture insofar as it applies to such Series or any Guarantees of any Securities of such Series), including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of Securities of that Series.

All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officer’s Certificate referred to above.

Section 2.3. Execution and Authentication.

 

8

An Officer shall sign the Securities for the Company by manual or facsimile signature.

If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.

A Security shall not be valid until authenticated by the manual or facsimile signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication.

The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8.

Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officer’s Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents or a committee of Responsible Officers shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.

Section 2.4. Registrar and Paying Agent.

The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be delivered (“Notice Agent”). The Registrar

 

9

shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Notice Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more co-registrars, additional paying agents or additional notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional notice agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Notice Agent” includes any additional notice agent. The Company or any of its Affiliates may serve as Registrar or Paying Agent.

The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Notice Agent for each Series unless another Registrar, Paying Agent or Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Section 2.5. Paying Agent to Hold Money in Trust.

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Holders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee in writing of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of Securities all money held by it as Paying Agent. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Securities.

Section 2.6. Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of each Series of Securities and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten days before each interest payment date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Holders of each Series of Securities.

 

10

Section 2.7. Transfer and Exchange.

Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or 9.6).

Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part.

Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity bond as may be required by each of them to hold itself and any of its agents harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

 

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Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 2.9. Outstanding Securities.

The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding.

If a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue.

The Company may purchase or otherwise acquire the Securities, whether by open market purchases, negotiated transactions or otherwise. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security, subject to Section 2.10.

In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2.

Section 2.10. Treasury Securities.

In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company, any Guarantor of Securities of such Series or any Affiliate of the Company or any such Guarantor shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver only Securities of a Series that a Responsible Officer of the Trustee knows are so owned shall be so disregarded.

 

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Section 2.11. Temporary Securities.

Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee upon receipt of a Company Order shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities.

Section 2.12. Cancellation.

The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall destroy such canceled Securities (subject to the record retention requirement of the Exchange Act and the Trustee) and deliver a certificate of such cancellation to the Company upon written request of the Company. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.

Section 2.13. Defaulted Interest.

If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Holders of the Series on a subsequent special record date. The Company shall fix the record date and payment date. At least 10 days before the special record date, the Company shall mail to the Trustee and to each Holder of the Series a notice that states the special record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.

Section 2.14. Global Securities.

2.14.1. Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officer’s Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities.

2.14.2. Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event or (ii) the Company executes and delivers to the Trustee an Officer’s Certificate to the effect that such

 

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Global Security shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.

Except as provided in this Section 2.14.2, a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.

2.14.3. Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form:

“This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.”

2.14.4. Acts of Holders. The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture.

2.14.5. Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof.

2.14.6. Consents, Declaration and Directions. The Company, the Guarantors, if any, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depositary or by the applicable procedures of such Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

Section 2.15. CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

 

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ARTICLE III.

REDEMPTION

Section 3.1. Notice to Trustee.

The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company elects to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee in writing of the redemption date and the principal amount of Series of Securities to be redeemed. The Company shall give the notice at least 15 days before the redemption date.

Section 3.2. Selection of Securities to be Redeemed.

Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner that the Trustee deems fair and appropriate, including by lot or other method, unless otherwise required by law or applicable stock exchange requirements, subject, in the case of Global Securities, to the applicable rules and procedures of the Depositary. The Trustee shall make the selection from Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations larger than $1,000. Securities of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2.10, the minimum principal denomination for each Series and the authorized integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption.

Section 3.3. Notice of Redemption.

Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, at least 15 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed.

The notice shall identify the Securities of the Series to be redeemed and shall state:

(a) the redemption date;

(b) the redemption price;

(c) the name and address of the Paying Agent;

 

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(d) if any Securities are being redeemed in part, the portion of the principal amount of such Securities to be redeemed and that, after the redemption date and upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion of the original Security shall be issued in the name of the Holder thereof upon cancellation of the original Security;

(e) that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date unless the Company defaults in the deposit of the redemption price;

(g) the CUSIP, if any, number of the Securities to be redeemed; and

(h) any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense, provided, however, that the Company has delivered to the Trustee, at least 10 days (unless a shorter time shall be acceptable to the Trustee) prior to the notice date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice.

Section 3.4. Effect of Notice of Redemption.

Once notice of redemption is mailed as provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price. Except as otherwise provided in the supplemental indenture, Board Resolution or Officer’s Certificate for a Series, a notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date.

Section 3.5. Deposit of Redemption Price.

On or before 11:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.

Section 3.6. Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered.

 

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ARTICLE IV.

COVENANTS

Section 4.1. Payment of Principal and Interest.

The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture. On or before 11:00 a.m., New York City time, on the applicable payment date, the Company shall deposit with the Paying Agent money sufficient to pay the principal of and interest, if any, on the Securities of each Series in accordance with the terms of such Securities and this Indenture.

Section 4.2. SEC Reports.

To the extent any Securities of a Series are outstanding, the Company shall deliver to the Trustee within 15 days after it actually files them with the SEC (regardless of when the same is or was required to be filed with the SEC pursuant to the Exchange Act or otherwise) copies of the reports which the Company is required to file with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act; provided, however, that the Company shall not be required to deliver to the Trustee any material for which the Company has sought and received, or is currently seeking, confidential treatment by the SEC; provided further, that each such report will be deemed to be so delivered to the Trustee if the Company files such report with the SEC through the SEC’s EDGAR database (or any successor thereto). The Company also shall comply with the other provisions of TIA §314(a).

Delivery of reports, information and documents to the Trustee under this Section 4.2 are for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Section 4.3. Compliance Certificate.

To the extent any Securities of a Series are outstanding, the Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his/her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which the Officer may have knowledge).

The Company will, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

 

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Section 4.4. Stay, Extension and Usury Laws.

The Company and each Guarantor covenants (to the extent that they may lawfully do so) that they will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities; and the Company and each Guarantor (to the extent they may lawfully do so) hereby expressly waive all benefit or advantage of any such law and covenant that they will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.5. Corporate Existence.

Subject to Article V, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and rights (charter and statutory); provided, however, that the Company shall not be required to preserve any such right if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect to the Holders.

ARTICLE V.

SUCCESSORS

Section 5.1. When Company May Merge, Etc.

The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, any person (a “successor person”) unless:

(a) the Company is the surviving person or the successor person (if other than the Company) is a person organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities and under this Indenture; and

(b) immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.

The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture.

Notwithstanding the above, any Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties to the Company. Neither an Officer’s Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith.

 

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Section 5.2. Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.

ARTICLE VI.

DEFAULTS AND REMEDIES

Section 6.1. Events of Default.

“Event of Default,” wherever used herein with respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental indenture or Officer’s Certificate, it is provided that such Series shall not have the benefit of said Event of Default:

(a) default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to 11:00 a.m., New York City time, on the 30th day of such period); or

(b) default in the payment of principal of any Security of that Series at its Maturity; or

(c) default in the deposit of any sinking fund payment, if, when and as due by the terms of the Securities of that Series, and the continuance of such default for a period of 60 days; or

(d) default in the performance or breach of any covenant or warranty of the Company (or, in the case the Securities of that Series are subject to a Guarantee, the Guarantor of such Guarantee) in this Indenture (other than defaults pursuant to paragraphs (a) or (b) above or pursuant to a covenant or warranty that has been included in this Indenture solely for the benefit of Series of Securities other than that Series), which default continues uncured for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(e) if the Securities of such Series are subject to a Guarantee of a Guarantor, such Guarantee shall for any reason cease to be, or shall for any reason be asserted in

 

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writing by such Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms, except to the extent contemplated or permitted by this Indenture or the terms of the Securities of such Series;

(f) the Company pursuant to or within the meaning of any Bankruptcy Law:

(i) commences a voluntary case,

(ii) consents to the entry of an order for relief against it in an involuntary case,

(iii) consents to the appointment of a Custodian of it or for all or substantially all of its property,

(iv) makes a general assignment for the benefit of its creditors, or

(v) generally is unable to pay its debts as the same become due; or

(g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Company in an involuntary case,

(ii) appoints a Custodian of the Company or for all or substantially all of its property, or

(iii) orders the liquidation of the Company,

and the order or decree remains unstayed and in effect for 60 days; or

(h) any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, in accordance with Section 2.2.18.

The term “Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

Section 6.2. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(d) or (e)) then in every such case the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities of that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of, and any premium and accrued and unpaid interest on, all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such

 

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principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.1(d) or (e) shall occur, the principal amount (or specified amount) of, and any premium and accrued and unpaid interest on, all outstanding Securities of the applicable Series shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

At any time after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if all Events of Default with respect to Securities of that Series, other than the non-payment of the principal, premium and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13.

No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Section 6.3. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if a:

(a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(b) default is made in the payment of principal of any Security at the Maturity thereof, or

(c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security,

then, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.

 

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If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 6.4. Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.5. Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture, the Securities or any Guarantee may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

 

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Section 6.6. Application of Money Collected.

Any money or property collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or property on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

First: To the payment of all amounts due the Trustee under Section 7.7; and

Second: To the payment of the amounts then due and unpaid for principal of and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest, respectively; and

Third: To the Company or any applicable Guarantor, as the case may be.

Section 6.7. Limitation on Suits.

No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that Series;

(b) the Holders of not less than 25% in principal amount of the outstanding Securities of that Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by the Trustee in compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Securities of that Series,

it being understood, intended and expressly covenanted by the Holder of every Security with every other Holder and the Trustee that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,

 

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disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders of the applicable Series.

Section 6.8. Unconditional Right of Holders to Receive Principal and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of, and any premium and interest on, such Security on the Maturity of such Security, including the Stated Maturity expressed in such Security (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 6.9. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 6.10. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12. Control by Holders.

The Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series, provided that:

 

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(a) such direction shall not be in conflict with any rule of law or with this Indenture,

(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction,

(c) subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability, and

(d) prior to taking any action as directed under this Section 6.12, the Trustee shall be entitled to indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Section 6.13. Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default in the payment of the principal of, or any premium or interest on, any Security of such Series. The Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.14. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company or any Guarantor, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Maturity of such Security, including the Stated Maturity expressed in such Security (or, in the case of redemption, on the redemption date).

 

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ARTICLE VII.

TRUSTEE

Section 7.1. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others.

(ii) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officer’s Certificates or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officer’s Certificates and Opinions of Counsel to determine whether or not they conform to the form requirements of this Indenture.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) This paragraph does not limit the effect of paragraph (b) of this Section.

(ii) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(iii) The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series in accordance with Section 6.12.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section.

 

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(e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers, if adequate indemnity against such risk is not assured to the Trustee in its satisfaction.

(h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections and immunities as are set forth in paragraphs (e), (f) and (g) of this Section and in Section 7.2, each with respect to the Trustee.

Section 7.2. Rights of Trustee.

(a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depositary.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute willful misconduct or negligence.

(e) The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder without willful misconduct or negligence, and in reliance thereon.

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

 

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(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

(h) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.

(i) In no event shall the Trustee be liable to any person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage.

(j) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.

Section 7.3. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company, any Guarantor or any Affiliate of the Company or any Guarantor with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11.

Section 7.4. Trustee’s Disclaimer.

The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its authentication.

Section 7.5. Notice of Defaults.

If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Holder of the Securities of that Series notice of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, the Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Holders of that Series.

 

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Section 7.6. Reports by Trustee to Holders.

Within 60 days after each May 15 of each year, the Trustee shall transmit by mail to all Holders, as their names and addresses appear on the register kept by the Registrar, a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA § 313.

A copy of each report at the time of its mailing to Holders of any Series shall be filed with the SEC and each national securities exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee in writing when Securities of any Series are listed on any national securities exchange.

Section 7.7. Compensation and Indemnity.

The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.

The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any cost, expense or liability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless and to the extent that the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee.

The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through willful misconduct or negligence.

To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular Securities of that Series.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

The provisions of this Section shall survive the termination of this Indenture.

 

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Section 7.8. Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect to Securities of one or more Series if:

(a) the Trustee fails to comply with Section 7.10;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a Custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Holder of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it for actions taken or omitted to be taken in accordance with its rights, powers and duties under this Indenture prior to such replacement.

 

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Section 7.9. Successor Trustee by Merger, Etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee, subject to Section 7.10.

Section 7.10. Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee shall always have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b).

Section 7.11. Preferential Collection of Claims Against Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

ARTICLE VIII.

SATISFACTION AND DISCHARGE; DEFEASANCE

Section 8.1. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Order or Guarantor Order cease to be of further effect (except as hereinafter provided in this Section 8.1), and the Trustee, at the expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture, when:

(a) either:

(i) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or

(ii) all such Securities not theretofore delivered to the Trustee for cancellation:

(1) have become due and payable, or

(2) will become due and payable at their Stated Maturity within one year, or

(3) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or

 

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(4) are deemed paid and discharged pursuant to Section 8.3, as applicable;

and the Company or any Guarantor(s), in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;

(b) the Company or any Guarantor(s) have paid or caused to be paid all other sums payable hereunder by the Company; and

(c) the Company or any Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.2 and 8.5 shall survive.

Section 8.2. Application of Trust Funds; Indemnification.

(a) Subject to the provisions of Section 8.5, all money deposited with the Trustee pursuant to Section 8.1, all money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Sections 8.3 or 8.4.

(b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest and principal received in respect of such obligations other than any payable by or on behalf of Holders.

(c) The Trustee shall deliver or pay to the Company or the relevant Guarantor(s), as applicable, from time to time upon Company Order or Guarantor Order, as applicable, any U.S. Government Obligations or Foreign Government Obligations or money held by it as provided in Sections 8.3 or 8.4 which, in the opinion of a nationally recognized firm of independent public accountants or investment bank expressed in a

 

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written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture.

Section 8.3. Legal Defeasance of Securities of any Series.

Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2, to be inapplicable to Securities of any Series, the Company and each Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon receipt of a Company Order, execute instruments acknowledging the same), except as to:

(a) the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on the Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series;

(b) the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and

(c) the rights, powers, trust and immunities of the Trustee hereunder and the Company’s obligations in connection therewith;

provided that, the following conditions shall have been satisfied:

(d) the Company or, if applicable, any Guarantor(s) shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of, and premium, if any, or interest, if any, on, and any mandatory sinking fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due;

 

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(e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;

(f) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;

(g) the Company or, if applicable, the Guarantor(s) shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (i) the Company or such Guarantor(s), as applicable, have received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;

(h) the Company or, if applicable, the Guarantor(s) shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company or such Guarantor(s), as applicable, with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or such Guarantor(s), as applicable; and

(i) the Company or, if applicable, the Guarantor(s) shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with.

Section 8.4. Covenant Defeasance.

Unless this Section 8.4 is otherwise specified pursuant to Section 2.2 to be inapplicable to Securities of any Series, the Company (and, if such Securities are subject to a Guarantee, the Guarantors thereof) may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5, and 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officer’s Certificate delivered pursuant to Section 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officer’s Certificate delivered pursuant to Section 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied:

 

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(a) with reference to this Section 8.4, the Company or, if applicable, any Guarantor(s) have deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of, and premium, if any, or interest, if any, on, and any mandatory sinking fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due;

(b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;

(c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit;

(d) the Company or, if applicable, the Guarantor(s) shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred;

(e) the Company or, if applicable, the Guarantor(s) shall have delivered to the Trustee an Officer’s Certificate stating the deposit was not made by the Company or such Guarantor(s), as applicable, with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or such Guarantor(s), as applicable; and

(f) the Company or, if applicable, the Guarantor(s) shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with.

Section 8.5. Repayment.

Subject to applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company (or, if applicable, the relevant Guarantor(s)) upon request any money held by them for the payment of principal and interest that remains unclaimed for two years.

 

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After that, Holders entitled to the money must look to the Company or, if applicable, the relevant Guarantor(s) for payment as general creditors unless an applicable abandoned property law designates another person.

Section 8.6. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities of any Series in accordance with Section 8.1 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture with respect to the Securities of such Series and under the Securities of such Series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.1 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with Section 8.1; provided, however, that if the Company or any Guarantor(s) have made any payment of principal of or interest on or any Additional Amounts with respect to any Securities because of the reinstatement of its obligations, the Company and the applicable Guarantor(s), if any, shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX.

AMENDMENTS AND WAIVERS

Section 9.1. Without Consent of Holders.

The Company, the applicable Guarantor(s), if any, and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder:

(a) to cure any ambiguity, defect or inconsistency;

(b) to evidence the succession of another person to the Company or, if applicable, any Guarantor and the assumption by such successor person of the covenants of the Company or such Guarantor, as applicable, herein or pursuant hereto and in the Securities or the Guarantees of such Guarantor, as applicable;

(c) to secure or provide additional security for all or any Securities of any Series;

(d) to add to the covenants of the Company or, if applicable, any Guarantor for the benefit of the Holders of all or any Securities of any Series or to surrender any right or power conferred upon the Company or, if applicable, any Guarantor with regard to all or any Securities of any Series;

(e) to provide for uncertificated Securities in addition to or in place of certificated Securities;

(f) to make any change that does not materially adversely affect the rights of any Holder;

 

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(g) to provide for the issuance of and establish the form, terms and conditions of Securities of any Series and any Guarantees thereof, as permitted hereby;

(h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;

(i) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(j) to amend the provisions of this Indenture relating to the transfer and legending of Securities; provided, however, that (i) compliance herewith as so amended would not result in Securities being transferred in violation of the Securities Act or any applicable securities law; and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities, except as required by law;

(k) to add any additional Events of Default for the benefit of the Holders of all or any Securities of any Series;

(l) to add to, change or eliminate any provision hereof in respect of all or any Securities of any Series or any Guarantees thereof, provided that such addition, change or elimination shall either (A) (i) not apply to any Security of any Series or any Guarantee thereof that was created prior to the execution and delivery of such supplemental indenture; and (ii) not modify the rights of the Holder of any such Security with respect to such provision; or (B) become effective only when there is no Security outstanding;

(m) in the case of any Securities that, by their terms, may be converted into securities or other property (other than Securities of the same Series and of like tenor), to (A) make provisions with respect to adjustments to the applicable conversion rate of such Securities as required or permitted by this Indenture and the terms of such Securities; or (B) permit or facilitate the issuance, payment or conversion of such Securities;

(n) to add any person as a Guarantor of all or any Securities of any Series, which Securities were not theretofore subject to any Guarantee, or to add additional Guarantors of all or any Securities of any Series;

(o) to evidence the release and discharge of any Guarantor from its obligations under its Guarantees and its obligations hereunder in respect of any Securities, in each case in accordance with this Indenture and the terms of such Securities; or

(p) to conform the text of this Indenture or any Securities of any Series or any Guarantee to the description of this Indenture, such Securities or such Guarantee contained in the Prospectus relating to such Securities, provided that such supplement shall apply only to such Securities or Guarantee.

Section 9.2. With Consent of Holders.

 

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The Company, the applicable Guarantor(s), if any, and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company or any Guarantor of Securities of such Series with any provision of this Indenture or the Securities or the applicable Guarantee with respect to such Series.

It shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of Securities affected thereby, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Section 9.3. Limitations.

Without the consent of each Holder affected, an amendment or waiver may not:

(a) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;

(b) reduce the rate of or extend the time for payment of interest (including default interest) on any Security;

(c) reduce the principal of, or premium, if any, on, or change the Stated Maturity of, any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;

(d) reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof;

(e) waive a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration);

(f) make the principal of, or any premium or interest on, any Security payable in any currency other than that stated in the Security;

(g) make any change in Sections 6.8, 6.13 or 9.3 (this sentence);

 

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(h) waive a redemption payment with respect to any Security, provided that such redemption is made at the Company’s option;

(i) in the case of any Security that is subject to a Guarantee, release the Guarantor of such Guarantee from any of its obligations under such Guarantee, except in accordance with the terms of this Indenture and such Security;

(j) make any change in the ranking or priority of any Security or any Guarantee thereof that would adversely affect the Holders of such Security; or

(k) in the case of any Security that provides that the Holder may require the Company to repurchase or convert such Security, impair such Holder’s right to require such repurchase or effect such conversion of such Security in accordance with this Indenture and the terms of such Security.

Section 9.4. Compliance with Trust Indenture Act.

Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect.

Section 9.5. Revocation and Effect of Consents.

Until an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date of the supplemental indenture or the date the waiver becomes effective.

Any amendment or waiver once effective shall bind every Holder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security.

Section 9.6. Notation on or Exchange of Securities.

The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver.

Section 9.7. Trustee Protected.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully

 

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protected in relying upon, an Officer’s Certificate or an Opinion of Counsel or both complying with Section 10.4. The Trustee shall sign all supplemental indentures upon delivery of such an Officer’s Certificate or Opinion of Counsel or both, except that the Trustee need not sign any supplemental indenture that adversely affects its rights.

ARTICLE X.

MISCELLANEOUS

Section 10.1. Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control.

Section 10.2. Notices.

Any notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and delivered in person or mailed by first-class mail:

if to the Company or any Guarantor:

Kennedy-Wilson, Inc.

9701 Wilshire Boulevard, Suite 700

Beverly Hills, California 90212

Attention: Justin Enbody, Chief Executive Officer

Telephone: (310) 887-6400

with a copy to:

Latham & Watkins LLP

355 South Grand Avenue,

Los Angeles, CA 90071

Attention: Julian T.H. Kleindorfer, Esq.

Telephone: 213-485-1234

if to the Trustee:

Wilmington Trust, National Association

50 South Sixth Street/Suite 1290

Minneapolis, MN 55402

Attention: Corporate Capital Markets—Kennedy-Wilson Administrator

Fax: 612-217-5651

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

 

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Any notice or communication to a Holder shall be mailed by first-class mail to his address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder of any Series or any defect in it shall not affect its sufficiency with respect to other Holders of that or any other Series.

If a notice or communication is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether or not the Holder receives it.

If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given to the Depositary for such Security (or its designee) pursuant to the customary procedures of such Depositary.

Section 10.3. Communication by Holders with Other Holders.

Holders of any Series may communicate pursuant to TIA § 312(b) with other Holders of that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 10.4. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(a) an Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 10.5. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

(a) a statement that the person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

 

41

(c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Section 10.6. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or a meeting of Holders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements for its functions.

Section 10.7. Legal Holidays.

Unless otherwise provided by Board Resolution, Officer’s Certificate or supplemental indenture hereto for a particular Series, a “Legal Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

Section 10.8. No Recourse Against Others.

A director, officer, employee or stockholder (past or present), as such, of the Company or any Guarantor shall not have any liability for any obligations of the Company or such Guarantor under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

Section 10.9. Counterparts.

This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 10.10. Governing Law.

THIS INDENTURE, THE SECURITIES AND EACH GUARANTEE, IF ANY, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

 

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Section 10.11. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company, any Guarantor or any Subsidiary of the Company or of any Guarantor. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 10.12. Successors.

All agreements of the Company in, or of any Guarantor pursuant to, this Indenture and the Securities or Guarantee, as applicable, shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.

Section 10.13. Severability.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.14. Table of Contents, Headings, Etc.

The Table of Contents, Cross Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 10.15. Securities in a Foreign Currency.

Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated more than one currency, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into a currency that is designated upon issuance of any particular Series of Securities. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be at the spot rate for the purchase of the designated currency as published in the The Financial Times in the “Currency Rates” section (of, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Company) on any date of determination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture.

 

43

All decisions and determinations provided for in the preceding paragraph shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Trustee and all Holders.

Section 10.16. Judgment Currency.

The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest or other amount on the Securities of any Series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close.

Section 10.17. Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

 

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ARTICLE XI.

SINKING FUNDS

Section 11.1. Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series if so provided by the terms of such Securities pursuant to Section 2.2 and except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture.

The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series.

Section 11.2. Satisfaction of Sinking Fund Payments with Securities.

The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officer’s Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company.

Section 11.3. Redemption of Securities for Sinking Fund.

Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture hereto or Officer’s Certificate in respect of a particular Series of Securities) prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing

 

45

mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, Officer’s Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.3. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6.

ARTICLE XII.

GUARANTEES

Section 12.1. Guarantees.

Any Series of Securities may be guaranteed by one or more Guarantors. The terms and the form of any such Guarantee shall be established in the manner contemplated by Section 2.2 hereof for such Series of Securities; provided, however, that, prior to the authentication and delivery upon original issuance of any Series of Securities that are to be so guaranteed, the Company and the Trustee and each person that shall be an initial Guarantor of such Series of Securities shall execute and deliver a supplemental indenture hereto pursuant to Section 9.1 hereof, whereby such person shall become a Guarantor under this Indenture with respect to such Series of Securities.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

 

KENNEDY-WILSON, INC.
By:  

 

  Name: Justin Enbody
  Its:      Chief Financial Officer

[Signature Page to Base Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

By:  

 

  Name:
  Its:       

[Signature Page to Base Indenture]

EX-5.1 3 d278649dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

   355 South Grand Avenue
   Los Angeles, California 90071-1560
   Tel: +1.213.485.1234 Fax: +1.213.891.8763
   www.lw.com
LOGO    FIRM / AFFILIATE OFFICES
  

Barcelona

Beijing

Boston

Brussels

Century City

Chicago

Dubai

Düsseldorf

Frankfurt

Hamburg

Hong Kong

Houston

London

Los Angeles

Madrid

Milan

   

Moscow

Munich

New Jersey

New York

Orange County

Paris

Riyadh

Rome

San Diego

San Francisco

Shanghai

Silicon Valley

Singapore

Tokyo

Washington, D.C.

     
     
November 2, 2016      
     
Kennedy-Wilson Holdings, Inc.      
    and      
Kennedy-Wilson, Inc.      
151 S. El Camino Drive      
Beverly Hills, CA 90212      
     
     
     

 

  Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Kennedy-Wilson Holdings, Inc., a Delaware corporation (“KWH”), and Kennedy-Wilson, Inc., a Delaware corporation (“KW”), in connection with the registration statement (the “Registration Statement”) on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about November 2, 2016, registering the offer and sale, from time to time, of: (i) shares of common stock, par value $0.0001 per share, of KWH (the “Common Stock”); (ii) one or more series of preferred stock, par value $0.0001 per share, of KWH (the “Preferred Stock”); (iii) warrants of KWH to purchase Common Stock or Preferred Stock (the “Warrants”); (iv) one or more new series of debt securities of KWH (the “KWH Debt Securities”) to be issued pursuant to an Indenture, in the form incorporated by reference as Exhibit 4.3 to the Registration Statement, to be entered into between KWH and the trustee party thereto (the “KWH Trustee”), and one or more supplements thereto, officer’s certificates thereunder or resolutions of the Board of Directors of KWH, in each case establishing the terms of each such series (collectively, the “KWH Indenture”); (v) one or more new series of debt securities of KW (the “KW New Debt Securities”) to be issued pursuant to either (x) that certain Indenture (the “KW Existing 2012 Base Indenture”), dated as of November 28, 2012, between KW and Wilmington Trust, National Association, as trustee (“Wilmington”), in the form filed as Exhibit 4.4 to the Registration Statement, and one or more supplements thereto, officer’s certificates thereunder or resolutions of the Board of Directors of KW, in each case establishing the terms of each such series; (y) that certain Indenture (the “KW Existing 2014 Base Indenture”), dated as of March 25, 2014, between KW and Wilmington, as trustee, in the form incorporated by reference as Exhibit 4.19 to the Registration Statement, and one or more supplements thereto, officer’s certificates thereunder or resolutions of the Board of Directors of KW, in each case establishing the terms of each such series; or (z) an Indenture, in the form incorporated by reference as Exhibit 4.3 to the Registration Statement, to be entered into between KW and the trustee party thereto (such trustee, or Wilmington, as applicable, the “KW Trustee”), and one or more supplements thereto, officer’s certificates thereunder or resolutions of the Board

November 2, 2016

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of Directors of KW, in each case establishing the terms of each such series (such indenture, the KW Existing 2012 Base Indenture or the KW Existing 2014 Base Indenture, as applicable, in each case together with the applicable supplement(s), officer’s certificate(s) or resolutions, collectively, the “KW New Debt Indenture”); (vi) a series of debt securities of KW titled the “7.75% Senior Notes due 2042” (the “2042 Notes”) to be issued pursuant to the KW Existing 2012 Base Indenture, as supplemented by that certain Supplemental Indenture No. 1 thereto (the “2042 Note Supplemental Indenture”), dated as of November 28, 2012, among KW, KWH, the subsidiary guarantors party thereto and Wilmington, as trustee, in the form incorporated by reference as Exhibit 4.5 to the Registration Statement, as the same may be further supplemented from time to time (the KW Existing 2012 Base Indenture, as so supplemented, the “2042 Note Indenture”); (vii) a series of debt securities of KW titled the “5.875% Senior Notes due 2024” (the “2024 Notes”; and the 2024 Notes, together with the 2042 Notes and KW New Debt Securities, collectively, the “KW Debt Securities”; and the KW Debt Securities, together with the KWH Debt Securities, collectively, the “Debt Securities”) to be issued pursuant to the KW Existing 2014 Base Indenture, as supplemented by that certain Supplemental Indenture No. 1 thereto (the “2024 Note Supplemental Indenture”), dated as of March 25, 2014, among KW, KWH, the subsidiary guarantors party thereto and Wilmington, as trustee, in the form incorporated by reference as Exhibit 4.20 to the Registration Statement, as the same may be further supplemented from time to time (the KW Existing 2014 Base Indenture, as so supplemented, the “2024 Note Indenture”; and the 2024 Note Indenture, together with the 2042 Note Indenture and the KW New Debt Indenture, collectively, the “KW Indenture”; and the KW Indenture, together with the KWH Indenture, collectively, the “Indentures”); (viii) guarantees of the KWH Debt Securities (the “KWH Debt Guarantees”), by one or more of the entities identified in Schedule A hereto and KW (collectively, the “KWH Debt Guarantors”), to be issued pursuant to the KWH Indenture; and (ix) guarantees of the KW Debt Securities (the “KW Debt Guarantees”; and the KW Debt Guarantees, together with the KWH Debt Guarantees, collectively, the “Guarantees”), by one or more of the entities identified in Schedule A hereto and KWH (collectively, the “KW Debt Guarantors”; and the KW Debt Guarantors, together with the KWH Debt Guarantors, the “Guarantors”), to be issued pursuant to the applicable KW Indenture. The Common Stock, Preferred Stock, Warrants, Debt Securities and Guarantees are herein referred to as the “Securities.” The KWH Debt Securities may be convertible into shares of Common Stock or Preferred Stock. The Warrants may be issued under one or more warrant agreements (each, a “Warrant Agreement”) between KWH and the party to be identified therein as the warrant agent. The Securities will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act.

You have provided us with a draft of the Registration Statement in the form in which it will be filed, which includes a form of prospectus (the “Prospectus”). The Prospectus provides that it will be supplemented in the future by one or more supplements to the Prospectus (each, a “Prospectus Supplement”) in connection with each offering of Securities. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Prospectus or any Prospectus Supplement, other than as expressly stated herein with respect to the issue of the Securities.

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As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. We have examined, among other things, facsimile executed counterparts of the KW Existing 2012 Base Indenture, the KW Existing 2014 Base Indenture, the 2042 Note Supplemental Indenture and the 2024 Note Supplemental Indenture. With your consent, we have relied upon certificates and other assurances of officers of KWH, KW, the Guarantors and others as to factual matters, without having independently verified such factual matters. In our capacity as your special counsel in connection with the Registration Statement, we have been advised of the proceedings taken and proposed to be taken by you and the Guarantors in connection with the authorization of the Indentures and Warrant Agreements and the issuance and sale of the Securities. For the purposes of this opinion, we have assumed that such proceedings to be taken in the future will be completed timely in the manner presently proposed and that the terms of each issuance of Securities will otherwise be in compliance with law.

We are opining herein as to the internal laws of the State of New York (and, with respect to our opinions in numbered paragraphs 1, 2, 4 and 7 below, the General Corporation Law of the state of Delaware), and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction (or, in the case of Delaware, any other laws) or as to any matters of municipal law or the laws of any local agencies within any state. Various matters concerning the laws of the States of California, Delaware and Illinois are addressed in the letter of Kulik, Gottesman, Siegel & Ware, LLP, which has been separately provided to you. We express no opinion with respect to those matters herein, and, to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

 

(1) When an issuance of Common Stock has been duly authorized by all necessary corporate action of KWH, upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such shares of Common Stock will be validly issued, fully paid and non-assessable.

 

(2) When a series of Preferred Stock has been duly established in accordance with the terms of KWH’s Amended and Restated Certificate of Incorporation and authorized by all necessary corporate action of KWH, and upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such shares of such series of Preferred Stock will be validly issued, fully paid and non-assessable.

 

(3)

When the applicable Warrant Agreement has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular issuance of Warrants have been duly established in accordance with such Warrant Agreement and authorized by all necessary corporate action of KWH, and the

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  Warrants have been duly executed, issued and delivered against payment therefor in accordance with such Warrant Agreement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action (assuming the securities issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action of KWH), the Warrants will be legally valid and binding obligations of KWH, enforceable against KWH in accordance with their terms.

 

(4) When the applicable Warrant Agreement has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular issuance of Warrants have been duly established in accordance with such Warrant Agreement and authorized by all necessary corporate action of KWH, and when the Warrants have been duly executed, issued and delivered against payment therefor in accordance with such Warrant Agreement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action (assuming the securities issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action of KWH), and when certificates in due form representing the Common Stock or Preferred Stock, as applicable, reserved for issuance upon exercise of such Warrants have been manually signed by authorized officers of KWH and the transfer agent and registrar therefor, and have been delivered in accordance with the terms of the authorization thereof and the Warrants and such Warrant Agreement upon exercise of such Warrants, such shares of Common Stock or Preferred Stock, as applicable, will be validly issued, fully paid, and non-assessable.

 

(5) When the KWH Indenture has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular series of KWH Debt Securities have been duly established in accordance with such KWH Indenture, and such establishment and the issuance of such KWH Debt Securities have been authorized by all necessary corporate action of KWH, and such KWH Debt Securities have been duly executed and issued by KWH, duly authenticated by the KWH Trustee and duly delivered by or on behalf of KWH against payment therefor in accordance with the KWH Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such KWH Debt Securities will be legally valid and binding obligations of KWH, enforceable against KWH in accordance with their terms.

 

(6)

When the KWH Indenture has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular series of KWH Debt Securities have been duly established in accordance with such KWH Indenture, and such establishment and the issuance of such KWH Debt Securities have been authorized by all necessary corporate action of KWH, and such KWH Debt Securities have been duly executed and issued by KWH, duly authenticated by the KWH Trustee and duly delivered by or on behalf of KWH against payment therefor in accordance with the KWH Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such

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  corporate action, and when the specific terms of a particular KWH Debt Guarantee of such series of KWH Debt Securities by a KWH Debt Guarantor have been duly established in accordance with such KWH Indenture and authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KWH Debt Guarantor, and when a supplement to the KWH Indenture providing for such KWH Debt Guarantee has been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KWH Debt Guarantor and KWH and duly executed and delivered, and when such KWH Debt Guarantee has been duly executed, issued and delivered in accordance with the KWH Indenture and such supplement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate, limited liability company or limited partnership action, as applicable, such KWH Debt Guarantee will be a legally valid and binding obligation of such KWH Debt Guarantor, enforceable against such KWH Debt Guarantor in accordance with its terms.

 

(7) When the KWH Indenture has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular series of KWH Debt Securities have been duly established in accordance with such KWH Indenture, and such establishment and the issuance of such KWH Debt Securities have been authorized by all necessary corporate action of KWH, and such KWH Debt Securities have been duly executed and issued by KWH, duly authenticated by the KWH Trustee and duly delivered by or on behalf of KWH against payment therefor in accordance with the KWH Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action (assuming the shares of Common Stock or Preferred Stock, as applicable, issuable upon conversion of such KWH Debt Securities has been duly authorized and reserved for issuance by all necessary corporate action of KWH), and when certificates in due form representing the Common Stock or Preferred Stock, as applicable, reserved for issuance upon conversion of such KWH Debt Securities have been manually signed by authorized officers of KWH and the transfer agent and registrar therefor, and have been delivered in accordance with the terms of the authorization thereof and the KWH Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement upon conversion of such KWH Debt Securities in a principal amount not less than the par value of such shares of Common Stock or Preferred Stock, as applicable, to be issued upon such conversion, such shares of Common Stock or Preferred Stock, as applicable, will be validly issued, fully paid, and nonassessable.

 

(8)

When the applicable KW Indenture has been duly authorized by all necessary corporate action of KW and duly executed and delivered, and when the specific terms of a particular series of KW Debt Securities have been duly established in accordance with such KW Indenture, and such establishment and the issuance of such KW Debt Securities have been authorized by all necessary corporate action of KW, and such KW Debt Securities have been duly executed and issued by KW, duly authenticated by the applicable KW Trustee and duly delivered by or on behalf of KW against payment therefor in accordance with such KW Indenture and in the manner contemplated by the

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  Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such KW New Debt Securities will be legally valid and binding obligations of KW, enforceable against KW in accordance with their terms.

 

(9) When the applicable KW Indenture has been duly authorized by all necessary corporate action of KW and duly executed and delivered, and when the specific terms of a particular series of KW Debt Securities have been duly established in accordance with such KW Indenture, and such establishment and the issuance of such KW Debt Securities have been authorized by all necessary corporate action of KW, and such KW Debt Securities have been duly executed and issued by KW, duly authenticated by the applicable KW Trustee and duly delivered by or on behalf of KW against payment therefor in accordance with such KW Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, and when the specific terms of a particular KW Debt Guarantee of such series of KW New Debt Securities by a KW Debt Guarantor have been duly established in accordance with such KW Indenture and authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KW Debt Guarantor, and when a supplement to such KW Indenture providing for such KW Guarantee has been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KW Debt Guarantor and KW and duly executed and delivered, and when such KW Guarantee has been duly executed, issued and delivered in accordance with such KW Indenture and such supplement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate, limited liability company or limited partnership action, as applicable, such KW Guarantee will be a legally valid and binding obligation of such KW Debt Guarantor, enforceable against such KW Debt Guarantor in accordance with its terms.

 

(10) When the issuance of 2042 Notes or 2024 Notes pursuant to the Registration Statement has been authorized by all necessary corporate action of KW, and such 2042 Notes or 2024 Notes, as applicable, have been duly executed and issued by KW, duly authenticated by the applicable KW Trustee and duly delivered by or on behalf of KW against payment therefor in accordance with the 2042 Note Indenture or the 2024 Note Indenture, as applicable, and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such 2042 Notes or 2024 Notes, as applicable, will be legally valid and binding obligations of KW, enforceable against KW in accordance with their terms.

 

(11)

When the issuance of 2042 Notes or 2024 Notes pursuant to the Registration Statement has been authorized by all necessary corporate action of KW, and such 2042 Notes or 2024 Notes, as applicable, have been duly executed and issued by KW, duly authenticated by the applicable KW Trustee and duly delivered by or on behalf of KW against payment therefor in accordance with the 2042 Note Indenture or the 2024 Note Indenture, as applicable, and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, and when the specific terms of a particular KW Debt Guarantee of such 2042 Notes or

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  2024 Notes, as applicable, by a KW Debt Guarantor have been duly established in accordance with the 2042 Note Indenture or the 2024 Note Indenture, as applicable, and authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KW Debt Guarantor, and when any necessary supplement to the 2042 Note Indenture or the 2024 Note Indenture, as applicable, providing for such KW Debt Guarantee has been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KW Debt Guarantor and KW and duly executed and delivered, and when such KW Debt Guarantee has been duly executed, issued and delivered in accordance with the 2042 Note Indenture or the 2024 Note Indenture, as applicable, and any such supplement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate, limited liability company or limited partnership action, as applicable, such KW Debt Guarantee will be a legally valid and binding obligation of such KW Debt Guarantor, enforceable against such KW Debt Guarantor in accordance with its terms.

Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; and (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy. We express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief; (c) waivers of rights or defenses, including those contained in Section 4.4 of the KW Existing 2012 Base Indenture and Section 4.4 of the KW Existing 2014 Base Indenture; (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (e) any provision permitting, upon acceleration of any Debt Security, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; (f) the creation, validity, attachment, perfection or priority of any lien or security interest; (g) advance waivers of claims, defenses, rights granted by law or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law or other procedural rights; (h) waivers of broadly or vaguely stated rights; (i) provisions for exclusivity, election or cumulation of rights or remedies; (j) provisions authorizing or validating conclusive or discretionary determinations; (k) grants of setoff rights; (l) proxies, powers and trusts; (m) provisions prohibiting, restricting or requiring consent to assignment or transfer of any right or property; (n) provisions purporting to make a guarantor primarily liable rather than as a surety; (o) provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation; (p) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides; and (q) the severability, if invalid, of provisions to the foregoing effect.

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With your consent, we have assumed that (i) each of the Warrants, Debt Securities and Guarantees, and the Warrant Agreements and Indentures, and supplements to the foregoing, and other agreements or instruments governing the Securities (collectively, the “Documents”) will be governed by the internal laws of the State of New York; (ii) each of the Documents have been or will be duly authorized, executed and delivered by the parties thereto; (iii) each of the Documents constitute or will constitute legally valid and binding obligations of the parties thereto other than KWH, KW and the Guarantor parties thereto, enforceable against each of them in accordance with their respective terms; and (iv) the status of each of the Documents as legally valid and binding obligations of the parties will not be affected by any (a) breaches of, or defaults under, agreements or instruments; (b) violations of statutes, rules, regulations or court or governmental orders; or (c) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

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Schedule A

Guarantors (Other than KWH and KW)

 

  1. Kennedy-Wilson Holdings, Inc., a Delaware corporation
  2. Kennedy-Wilson Properties, Ltd., a Delaware corporation
  3. Kennedy-Wilson Property Services, Inc., a Delaware corporation
  4. Kennedy-Wilson Property Services II, Inc., a Delaware corporation
  5. Kennedy Wilson Property Services III, L.P., a Delaware limited partnership
  6. Kennedy-Wilson Property Equity, Inc., a Delaware corporation
  7. Kennedy-Wilson Property Equity II, Inc., a Delaware corporation
  8. Kennedy-Wilson Property Special Equity, Inc., a Delaware corporation
  9. Kennedy-Wilson Property Special Equity II, Inc., a Delaware corporation
  10. Kennedy Wilson Property Special Equity III, LLC, a Delaware limited liability company
  11. K-W Properties, a California corporation
  12. Kennedy Wilson Property Services III GP, LLC, a Delaware limited liability company
  13. KW BASGF II Manager, LLC, a Delaware limited liability company
  14. KWF Investors I, LLC, a Delaware limited liability company
  15. KWF Investors II, LLC, a Delaware limited liability company
  16. KWF Investors III, LLC, a Delaware limited liability company
  17. KWF Manager I, LLC, a Delaware limited liability company
  18. KWF Manager II, LLC, a Delaware limited liability company
  19. KWF Manager III, LLC, a Delaware limited liability company
  20. Kennedy Wilson Overseas Investments, Inc., a Delaware corporation
  21. Fairways 340 Corp., a Delaware corporation
  22. KW—Richmond, LLC, a Delaware limited liability company
  23. SG KW Venture I Manager LLC, a Delaware limited liability company
  24. KW Loan Partners I LLC, a Delaware limited liability company
  25. KW Loan Partners II LLC, a California limited liability company
  26. KW Summer House Manager, LLC, a Delaware limited liability company
  27. KW Montclair, LLC, a Delaware limited liability company
  28. KW Blossom Hill Manager, LLC, a Delaware limited liability company
  29. KW Serenade Manager, LLC, a Delaware limited liability company
  30. K-W Santiago Inc., a California corporation
  31. KW Redmond Manager, LLC, a Delaware limited liability company
  32. Dillingham Ranch Aina LLC, a Delaware limited liability company
  33. 68-540 Farrington, LLC, a Delaware limited liability company
  34. KW Dillingham Aina LLC, a Delaware limited liability company
  35. Kennedy Wilson Fund Management Group, LLC, a California limited liability company
  36. Kennedy-Wilson International, a California corporation
  37. Kennedy- Wilson Tech, Ltd., a California corporation
  38. KWP Financial I, a California corporation
  39. Kennedy-Wilson Properties, LTD., an Illinois corporation
  40. Kennedy Wilson Auction Group Inc., a California corporation

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  41. KWF Manager IV, LLC, a Delaware limited liability company
  42. KWF Manager V, LLC, a Delaware limited liability company
  43. KW Ireland, LLC, a Delaware limited liability company
  44. Kennedy Wilson Property Equity IV, LLC, a Delaware limited liability company
  45. Kennedy Wilson Real Estate Sales & Marketing, a California corporation
  46. KW Telstar Partners, LLC, a Delaware limited liability company
  47. KWF Investors IV, LLC, a Delaware limited liability company
  48. KWF Investors V, LLC, a Delaware limited liability company
  49. Meyers Research, LLC, a Delaware limited liability company
  50. KW Armacost, LLC, a Delaware limited liability company
  51. Santa Maria Land Partners Manager, LLC, a Delaware limited liability company
  52. KW Investment Adviser, LLC, a Delaware limited liability company
  53. Kennedy-Wilson Capital, a California corporation
  54. KW Captowers Partners, LLC, a Delaware limited liability company
  55. KW Four Points, LLC, a Delaware limited liability company
  56. KW Loan Partners VII, LLC, a Delaware limited liability company
  57. KWF Investors VII, LLC, a Delaware limited liability company
  58. KWF Manager VII, LLC, a Delaware limited liability company
  59. KW Residential Capital, LLC, a Delaware limited liability company
  60. KW Boise Plaza, LLC, a Delaware limited liability company
  61. KW Loan Partners VIII, LLC, a Delaware limited liability company
  62. Kennedy Wilson Property Services IV, L.P., a Delaware limited partnership
  63. Kennedy Wilson Property Services IV GP, LLC, a Delaware limited liability company
  64. KW/CV Third-Pacific Manager, LLC, a Delaware limited liability company
  65. KW EU Loan Partners II, LLC, a Delaware limited liability company
  66. KWF Investors VIII, LLC, a Delaware limited liability company
  67. KWF Manager VIII, LLC, a Delaware limited liability company
  68. KW 1200 Main, LLC, a Delaware limited liability company
  69. KW Harrington LLC, a Delaware limited liability company
  70. KW 5200 Lankershim Manager, LLC, a Delaware limited liability company
  71. KWF Manager X, LLC, a Delaware limited liability company
  72. KWF Manager XI, LLC, a Delaware limited liability company
  73. KWF Manager XII, LLC, a Delaware limited liability company
  74. KW Real Estate Venture XIII, LLC, a Delaware limited liability company
  75. KWF Manager XIII, LLC, a Delaware limited liability company
  76. KWF Manager XV, LLC, a Delaware limited liability company
  77. KW EU Loan Partners III, LLC, a Delaware limited liability company
  78. KW EU Investors I, LLC, a Delaware limited liability company
  79. KW Richfield Plaza, LLC, a Delaware limited liability company
  80. KW Currier Square Shopping Center, LLC, a Delaware limited liability company
  81. KW Creekview Shopping Center, LLC, a Delaware limited liability company
  82. KW Securities, LLC, a Delaware limited liability company
  83. KW Victory Land Loan, LLC, a Delaware limited liability company
  84. KW Victory Plaza Loan, LLC, a Delaware limited liability company

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  85. Country Ridge IX, LLC, a Delaware limited liability company
  86. KW EU Investors VIII, LLC, a Delaware limited liability company
  87. KW Park Santa Fe, LLC, a Delaware limited liability company
  88. KW Cypress, LLC, a Delaware limited liability company
  89. KW Tacoma Condos, LLC, a Delaware limited liability company
  90. KW Desert Ramrod Sponsor, LLC, a Delaware limited liability company
  91. KW Red Cliff Shopping Center, LLC, a Delaware limited liability company
  92. KW Holiday Village Shopping Center, LLC, a Delaware limited liability company
  93. KW 9350 Civic Center Drive, LLC, a Delaware limited liability company
  94. KW Taylor Yard 55, LLC, a Delaware limited liability company
  95. KW Hilltop Manager II, LLC, a Delaware limited liability company
  96. KW Bozeman Investors, LLC, a Delaware limited liability company
  97. KW One Baxter Way GP, LLC, a Delaware limited liability company
EX-5.2 4 d278649dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

 

KULIK GOTTESMAN SIEGEL & WARE LLP

 

Glen L. Kulik

Donald S. Gottesman

Leonard Siegel

Thomas M. Ware II

Gary Kessler

Joseph R. Serpico

David A. Bernardoni

Mitchell S. Brachman

Natalie N. Mutz

Patricia Brum

Alexander Su

Justin Nash

 

Of Counsel:

Jeffrey S. Adelman

Kirk Schenck

  

Attorneys at Law

Comerica Bank Building

15303 Ventura Boulevard

Suite 1400

Sherman Oaks, California 91403

www.kgswlaw.com

 

November 2, 2016

          

 

Telephone    (310) 557-9200

                     (818) 817-3600

Facsimile     (310) 557-0224

 

Sender’s e-mail address:

dgottesman@kgswlaw.com

 

File No.: 2192-0822

Kennedy-Wilson Holdings, Inc., and

Kennedy-Wilson, Inc.

151 S. El Camino Drive

Beverly Hills, California 90212

 

  Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Kennedy-Wilson Holdings, Inc., a Delaware corporation (“KWH”), and Kennedy-Wilson, Inc., a Delaware corporation (“KW”), in connection with their filing on November 2, 2016, with the Securities and Exchange Commission (the “Commission) of a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement includes a form of prospectus (the “Prospectus”), which provides that it will be supplemented in the future by one or more supplements to the Prospectus (each, a “Prospectus Supplement”). The Prospectus, as supplemented by one or more Prospectus Supplements, may contemplate the issue and sale of: (i) shares of common stock, par value $0.0001 per share, of KWH (the “Common Stock”); (ii) one or more series of preferred stock, par value $0.0001 per share, of KWH (the “Preferred Stock”); (iii) warrants to purchase Common Stock or Preferred Stock (the “Warrants”); (iv) one or more new series of debt securities of KWH (the “KWH Debt Securities”) to be issued pursuant to an Indenture, in the form incorporated by reference as Exhibit 4.3 to the Registration Statement, to be entered into between KWH and the trustee party thereto (the “KWH Trustee”), and one or more supplements thereto, officer’s certificates thereunder or resolutions of the Board of Directors of KWH, in each case establishing the terms of each such series (collectively, the “KWH Indenture”); (v) one or more new series of debt securities of KW (the “KW New Debt Securities”) to be issued pursuant to either (x) that certain Indenture (the “KW Existing 2012 Base Indenture”), dated as of November 28, 2012, between KW and Wilmington Trust, National Association, as trustee (“Wilmington”), in the form filed as Exhibit 4.4 to the Registration Statement, and one or more supplements thereto, officer’s certificates thereunder or resolutions of the Board of Directors of KW, in each case establishing the terms of each such series; (y) that certain Indenture (the “KW Existing 2014 Base Indenture”), dated as of March 25, 2014, between KW and Wilmington, as trustee, in the form incorporated by reference as Exhibit 4.19 to the Registration Statement, and one or more supplements thereto, officer’s

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certificates thereunder or resolutions of the Board of Directors of KW, in each case establishing the terms of each such series; or (z) an Indenture, in the form incorporated by reference as Exhibit 4.3 to the Registration Statement, to be entered into between KW and the trustee party thereto (such trustee, or Wilmington, as applicable, the “KW Trustee”), and one or more supplements thereto, officer’s certificates thereunder or resolutions of the Board of Directors of KW, in each case establishing the terms of each such series (such indenture, the KW Existing 2012 Base Indenture or the KW Existing 2014 Base Indenture, as applicable, in each case together with the applicable supplement(s), officer’s certificate(s) or resolutions, collectively, the “KW New Debt Indenture”); (vi) a series of debt securities of KW titled the “7.75% Senior Notes due 2042” (the “2042 Notes”) to be issued pursuant to the KW Existing 2012 Base Indenture, as supplemented by that certain Supplemental Indenture No. 1 thereto (the “2042 Note Supplemental Indenture”), dated as of November 28, 2012, among KW, KWH, the subsidiary guarantors party thereto and Wilmington, as trustee, in the form incorporated by reference as Exhibit 4.5 to the Registration Statement, as the same may be further supplemented from time to time (the KW Existing 2012 Base Indenture, as so supplemented, the “2042 Note Indenture”); (vii) a series of debt securities of KW titled the “5.875% Senior Notes due 2024” (the “2024 Notes”; and the 2024 Notes, together with the 2042 Notes and KW New Debt Securities, collectively, the “KW Debt Securities”; and the KW Debt Securities, together with the KWH Debt Securities, collectively, the “Debt Securities”) to be issued pursuant to the KW Existing 2014 Base Indenture, as supplemented by that certain Supplemental Indenture No. 1 thereto (the “2024 Note Supplemental Indenture”), dated as of March 25, 2014, among KW, KWH, the subsidiary guarantors party thereto and Wilmington, as trustee, in the form incorporated by reference as Exhibit 4.20 to the Registration Statement, as the same may be further supplemented from time to time (the KW Existing 2014 Base Indenture, as so supplemented, the “2024 Note Indenture”; and the 2024 Note Indenture, together with the 2042 Note Indenture and the KW New Debt Indenture, collectively, the “KW Indenture”; and the KW Indenture, together with the KWH Indenture, collectively, the “Indentures”); (viii) guarantees of the KWH Debt Securities (the “KWH Debt Guarantees”), by one or more of the entities identified in Schedule A hereto and KW (collectively, the “KWH Debt Guarantors”), to be issued pursuant to the KWH Indenture; and (ix) guarantees of the KW Debt Securities (the “KW Debt Guarantees”; and the KW Debt Guarantees, together with the KWH Debt Guarantees, collectively, the “Guarantees”), by one or more of the entities identified in Schedule A hereto and KWH (collectively, the “KW Debt Guarantors”; and the KW Debt Guarantors, together with the KWH Debt Guarantors, the “Guarantors”), to be issued pursuant to the applicable KW Indenture. The Common Stock, Preferred Stock, Warrants, Debt Securities and Guarantees are herein referred to as the “Securities.” The KWH Debt Securities may be convertible into shares of Common Stock or Preferred Stock. The Warrants may be issued under one or more warrant agreements (each, a “Warrant Agreement”) between KWH and the party to be identified therein as the warrant agent. The Securities will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon

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certificates and other assurances of officers of KWH, KW, the Guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the States of California and Illinois, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Act and the Delaware Revised Uniform Partnership Act, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state; provided, however, that we are admitted to practice law only in the State of California and have assumed without further inquiry that the laws of the States of Illinois and Delaware are substantially similar to and would lead to the same result as those of the State of California in respect of the opinions contained herein and base our opinions upon such assumption. Various matters concerning the laws of the State of New York are addressed in the letter of Latham & Watkins LLP, which has been separately provided to you. We express no opinion with respect to those matters herein and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

(1) When an issuance of Common Stock has been duly authorized by all necessary corporate action of KWH, upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such shares of Common Stock will be validly issued, fully paid and non-assessable.

(2) When a series of Preferred Stock has been duly established in accordance with the terms of KWH’s Amended and Restated Certificate of Incorporation and authorized by all necessary corporate action of KWH, and upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement and by such corporate action, such shares of such series of Preferred Stock will be validly issued, fully paid and non-assessable.

(3) When the applicable Warrant Agreement has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular issuance of Warrants have been duly established in accordance with such Warrant Agreement and authorized by all necessary corporate action of KWH, and the Warrants have been duly executed, issued and delivered against payment therefor in accordance with such Warrant Agreement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action (assuming the securities issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action of KWH), the Warrants will be legally valid and binding obligations of KWH, enforceable against KWH in accordance with their terms.

(4) When the applicable Warrant Agreement has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific

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terms of a particular issuance of Warrants have been duly established in accordance with such Warrant Agreement and authorized by all necessary corporate action of KWH, and when the Warrants have been duly executed, authenticated, issued and delivered against payment therefor in accordance with such Warrant Agreement and in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement and by such corporate action (assuming the securities issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action), and when certificates in due form representing the Common Stock or Preferred Stock, as applicable, initially reserved for issuance upon exercise of such Warrants have been manually signed by authorized officers of KWH and the transfer agent and registrar therefor, and have been delivered in accordance with the terms of the authorization thereof and the Warrants and such Warrant Agreement upon exercise of such Warrants, such shares of Common Stock or Preferred Stock, as applicable, will have been duly authorized by all necessary corporate action of KWH, and will be validly issued, fully paid, and non-assessable.

(5) When the KWH Indenture has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular series of KWH Debt Securities have been duly established in accordance with such KWH Indenture, and such establishment and the issuance of such KWH Debt Securities have been authorized by all necessary corporate action of KWH, and such KWH Debt Securities have been duly executed and issued by KWH, duly authenticated by the KWH Trustee and duly delivered by or on behalf of KWH against payment therefor in accordance with the KWH Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such KWH Debt Securities will be legally valid and binding obligations of KWH, enforceable against KWH in accordance with their terms.

(6) When the KWH Indenture has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular series of KWH Debt Securities have been duly established in accordance with such KWH Indenture, and such establishment and the issuance of such KWH Debt Securities have been authorized by all necessary corporate action of KWH, and such KWH Debt Securities have been duly executed and issued by KWH, duly authenticated by the KWH Trustee and duly delivered by or on behalf of KWH against payment therefor in accordance with the KWH Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, and when the specific terms of a particular KWH Debt Guarantee of such series of KWH Debt Securities by a KWH Debt Guarantor have been duly established in accordance with such KWH Indenture and authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KWH Debt Guarantor, and when a supplement to the KWH Indenture providing for such KWH Debt Guarantee has been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KWH Debt Guarantor and KWH and duly executed and delivered, and when such KWH Debt Guarantee has been duly executed, issued and delivered in accordance with the KWH Indenture and such supplement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus

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Supplement and by such corporate, limited liability company or limited partnership action, as applicable, such KWH Debt Guarantee will be a legally valid and binding obligation of such KWH Debt Guarantor, enforceable against such KWH Debt Guarantor in accordance with its terms.

(7) When the KWH Indenture has been duly authorized by all necessary corporate action of KWH and duly executed and delivered, and when the specific terms of a particular series of KWH Debt Securities have been duly established in accordance with such KWH Indenture, and such establishment and the issuance of such KWH Debt Securities have been authorized by all necessary corporate action of KWH, and such KWH Debt Securities have been duly executed and issued by KWH, duly authenticated by the KWH Trustee and duly delivered by or on behalf of KWH against payment therefor in accordance with the KWH Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action (assuming the shares of Common Stock or Preferred Stock, as applicable, issuable upon conversion of such KWH Debt Securities has been duly authorized and reserved for issuance by all necessary corporate action of KWH), and when certificates in due form representing the Common Stock or Preferred Stock, as applicable, reserved for issuance upon conversion of such KWH Debt Securities have been manually signed by authorized officers of KWH and the transfer agent and registrar therefor, and have been delivered in accordance with the terms of the authorization thereof and the KWH Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement upon conversion of such KWH Debt Securities in a principal amount not less than the par value of such shares of Common Stock or Preferred Stock, as applicable, to be issued upon such conversion, such shares of Common Stock or Preferred Stock, as applicable, will be validly issued, fully paid, and non-assessable.

(8) When the applicable KW Indenture has been duly authorized by all necessary corporate action of KW and duly executed and delivered, and when the specific terms of a particular series of KW Debt Securities have been duly established in accordance with such KW Indenture, and such establishment and the issuance of such KW Debt Securities have been authorized by all necessary corporate action of KW, and such KW Debt Securities have been duly executed and issued by KW, duly authenticated by the applicable KW Trustee and duly delivered by or on behalf of KW against payment therefor in accordance with such KW Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such KW New Debt Securities will be legally valid and binding obligations of KW, enforceable against KW in accordance with their terms.

(9) When the applicable KW Indenture has been duly authorized by all necessary corporate action of KW and duly executed and delivered, and when the specific terms of a particular series of KW Debt Securities have been duly established in accordance with such KW Indenture, and such establishment and the issuance of such KW Debt Securities have been authorized by all necessary corporate action of KW, and such KW Debt Securities have been duly executed and issued by KW, duly authenticated by the applicable KW Trustee and duly

KULIK GOTTESMAN SIEGEL & WARE LLP

Kennedy-Wilson Holdings, Inc. and Kennedy-Wilson, Inc.

November 2, 2016

Page 6

 

delivered by or on behalf of KW against payment therefor in accordance with such KW Indenture and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, and when the specific terms of a particular KW Debt Guarantee of such series of KW New Debt Securities by a KW Debt Guarantor have been duly established in accordance with such KW Indenture and authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KW Debt Guarantor, and when a supplement to such KW Indenture providing for such KW Guarantee has been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KW Debt Guarantor and KW and duly executed and delivered, and when such KW Guarantee has been duly executed, issued and delivered in accordance with such KW Indenture and such supplement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate, limited liability company or limited partnership action, as applicable, such KW Guarantee will be a legally valid and binding obligation of such KW Debt Guarantor, enforceable against such KW Debt Guarantor in accordance with its terms.

(10) When the issuance of 2042 Notes or 2024 Notes pursuant to the Registration Statement has been authorized by all necessary corporate action of KW, and such 2042 Notes or 2024 Notes, as applicable, have been duly executed and issued by KW, duly authenticated by the applicable KW Trustee and duly delivered by or on behalf of KW against payment therefor in accordance with the 2042 Note Indenture or the 2024 Note Indenture, as applicable, and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, such 2042 Notes or 2024 Notes, as applicable, will be legally valid and binding obligations of KW, enforceable against KW in accordance with their terms.

(11) When the issuance of 2042 Notes or 2024 Notes pursuant to the Registration Statement has been authorized by all necessary corporate action of KW, and such 2042 Notes or 2024 Notes, as applicable, have been duly executed and issued by KW, duly authenticated by the applicable KW Trustee and duly delivered by or on behalf of KW against payment therefor in accordance with the 2042 Note Indenture or the 2024 Note Indenture, as applicable, and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate action, and when the specific terms of a particular KW Debt Guarantee of such 2042 Notes or 2024 Notes, as applicable, by a KW Debt Guarantor have been duly established in accordance with the 2042 Note Indenture or the 2024 Note Indenture, as applicable, and authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KW Debt Guarantor, and when any necessary supplement to the 2042 Note Indenture or the 2024 Note Indenture, as applicable, providing for such KW Debt Guarantee has been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, of such KW Debt Guarantor and KW and duly executed and delivered, and when such KW Debt Guarantee has been duly executed, issued and delivered in accordance with the 2042 Note Indenture or the 2024 Note Indenture, as applicable, and any such supplement and in the manner contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and by such corporate,

KULIK GOTTESMAN SIEGEL & WARE LLP

Kennedy-Wilson Holdings, Inc. and Kennedy-Wilson, Inc.

November 2, 2016

Page 7

 

limited liability company or limited partnership action, as applicable, such KW Debt Guarantee will be a legally valid and binding obligation of such KW Debt Guarantor, enforceable against such KW Debt Guarantor in accordance with its terms.

Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (c) the waiver of rights or defenses contained in Section 4.4 of the KW Existing 2012 Base Indenture and Section 4.4 of the KW Existing 2014 Base Indenture, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of any Debt Security, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (f) the creation, validity, attachment, perfection, or priority of any lien or security interest, (g) provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation, (h) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, (i) provisions purporting to make a guarantor primarily liable rather than as a surety and provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation, (j) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (k) waivers of broadly or vaguely stated rights, (l) covenants not to compete, (m) provisions for exclusivity, election or cumulation of rights or remedies, (n) provisions authorizing or validating conclusive or discretionary determinations, (o) grants of setoff rights, (p) proxies, powers and trusts, (q) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, and (r) the severability, if invalid, of provisions to the foregoing effect. We express no opinion or confirmation as to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws, usury laws, environmental laws, margin regulations, FINRA rules or stock exchange rules (without limiting other laws excluded by customary practice).

KULIK GOTTESMAN SIEGEL & WARE LLP

Kennedy-Wilson Holdings, Inc. and Kennedy-Wilson, Inc.

November 2, 2016

Page 8

 

With your consent, we have assumed (i) that each of the Warrants, Debt Securities and Guarantees, and the respective Warrant Agreements and Indentures, and supplements to the foregoing, and other agreements or instruments governing the Securities (collectively, the “Documents”) will be governed by the internal laws of the State of California or Illinois, (ii) that each of the Documents will be duly authorized, executed and delivered by the parties thereto, (iii) that each of the Documents will constitute legally valid and binding obligations of the parties thereto other than KWH, KW and the Guarantor parties thereto, enforceable against each of them in accordance with their respective terms, and (iv) that the status of each of the Documents as legally valid and binding obligations of the parties will not be affected by any (a) breaches of, or defaults under, agreements or instruments, (b) violations of statutes, rules, regulations or court or governmental orders, or (c) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

/s/ Donald S. Gottesman

Donald S. Gottesman, Esq.

KULIK GOTTESMAN SIEGEL & WARE LLP

KULIK GOTTESMAN SIEGEL & WARE LLP

Kennedy-Wilson Holdings, Inc. and Kennedy-Wilson, Inc.

November 2, 2016

Page 9

 

Schedule A

KWH Guarantors

 

1.  

Kennedy-Wilson Holdings, Inc., a Delaware corporation

2.  

Kennedy-Wilson Properties, Ltd., a Delaware corporation

3.  

Kennedy-Wilson Property Services, Inc., a Delaware corporation

4.  

Kennedy-Wilson Property Services II, Inc., a Delaware corporation

5.  

Kennedy Wilson Property Services III, L.P., a Delaware limited partnership

6.  

Kennedy-Wilson Property Equity, Inc., a Delaware corporation

7.  

Kennedy-Wilson Property Equity II, Inc., a Delaware corporation

8.  

Kennedy-Wilson Property Special Equity, Inc., a Delaware corporation

9.  

Kennedy-Wilson Property Special Equity II, Inc., a Delaware corporation

10.  

Kennedy Wilson Property Special Equity III, LLC, a Delaware limited liability company

11.  

K-W Properties, a California corporation

12.  

Kennedy Wilson Property Services III GP, LLC, a Delaware limited liability company

13.  

KW BASGF II Manager, LLC, a Delaware limited liability company

14.  

KWF Investors I, LLC, a Delaware limited liability company

15.  

KWF Investors II, LLC, a Delaware limited liability company

16.  

KWF Investors III, LLC, a Delaware limited liability company

17.  

KWF Manager I, LLC, a Delaware limited liability company

18.  

KWF Manager II, LLC, a Delaware limited liability company

19.  

KWF Manager III, LLC, a Delaware limited liability company

20.  

Kennedy Wilson Overseas Investments, Inc., a Delaware corporation

21.  

Fairways 340 Corp., a Delaware corporation

22.  

KW—Richmond, LLC, a Delaware limited liability company

23.  

SG KW Venture I Manager LLC, a Delaware limited liability company

24.  

KW Loan Partners I LLC, a Delaware limited liability company

25.  

KW Loan Partners II LLC, a California limited liability company

26.  

KW Summer House Manager, LLC, a Delaware limited liability company

27.  

KW Montclair, LLC, a Delaware limited liability company

28.  

KW Blossom Hill Manager, LLC, a Delaware limited liability company

29.  

KW Serenade Manager, LLC, a Delaware limited liability company

30.  

K-W Santiago Inc., a California corporation

31.  

KW Redmond Manager, LLC, a Delaware limited liability company

32.  

Dillingham Ranch Aina LLC, a Delaware limited liability company

33.  

68-540 Farrington, LLC, a Delaware limited liability company

34.  

KW Dillingham Aina LLC, a Delaware limited liability company

35.  

Kennedy Wilson Fund Management Group, LLC, a California limited liability company

36.  

Kennedy-Wilson International, a California corporation

37.  

Kennedy- Wilson Tech, Ltd., a California corporation

KULIK GOTTESMAN SIEGEL & WARE LLP

Kennedy-Wilson Holdings, Inc. and Kennedy-Wilson, Inc.

November 2, 2016

Page 10

 

38.  

KWP Financial I, a California corporation

39.  

Kennedy-Wilson Properties, LTD., an Illinois corporation

40.  

Kennedy Wilson Auction Group Inc., a California corporation

41.  

KWF Manager IV, LLC, a Delaware limited liability company

42.  

KWF Manager V, LLC, a Delaware limited liability company

43.  

KW Ireland, LLC, a Delaware limited liability company

44.  

Kennedy Wilson Property Equity IV, LLC, a Delaware limited liability company

45.  

Kennedy Wilson Real Estate Sales & Marketing, a California corporation

46.  

KW Telstar Partners, LLC, a Delaware limited liability company

47.  

KWF Investors IV, LLC, a Delaware limited liability company

48.  

KWF Investors V, LLC, a Delaware limited liability company

49.  

Meyers Research, LLC, a Delaware limited liability company

50.  

KW Armacost, LLC, a Delaware limited liability company

51.  

Santa Maria Land Partners Manager, LLC, a Delaware limited liability company

52.  

KW Investment Adviser, LLC, a Delaware limited liability company

53.  

Kennedy-Wilson Capital, a California corporation

54.  

KW Captowers Partners, LLC, a Delaware limited liability company

55.  

KW Four Points, LLC, a Delaware limited liability company

56.  

KW Loan Partners VII, LLC, a Delaware limited liability company

57.  

KWF Investors VII, LLC, a Delaware limited liability company

58.  

KWF Manager VII, LLC, a Delaware limited liability company

59.  

KW Residential Capital, LLC, a Delaware limited liability company

60.  

KW Boise Plaza, LLC, a Delaware limited liability company

61.  

KW Loan Partners VIII, LLC, a Delaware limited liability company

62.  

Kennedy Wilson Property Services IV, L.P., a Delaware limited partnership

63.  

Kennedy Wilson Property Services IV GP, LLC, a Delaware limited liability company

64.  

KW/CV Third-Pacific Manager, LLC, a Delaware limited liability company

65.  

KW EU Loan Partners II, LLC, a Delaware limited liability company

66.  

KWF Investors VIII, LLC, a Delaware limited liability company

67.  

KWF Manager VIII, LLC, a Delaware limited liability company

68.  

KW 1200 Main, LLC, a Delaware limited liability company

69.  

KW Harrington LLC, a Delaware limited liability company

70.  

KW 5200 Lankershim Manager, LLC, a Delaware limited liability company

71.  

KWF Manager X, LLC, a Delaware limited liability company

72.  

KWF Manager XI, LLC, a Delaware limited liability company

73.  

KWF Manager XII, LLC, a Delaware limited liability company

74.  

KW Real Estate Venture XIII, LLC, a Delaware limited liability company

75.  

KWF Manager XIII, LLC, a Delaware limited liability company

76.  

KWF Manager XV, LLC, a Delaware limited liability company

77.  

KW EU Loan Partners III, LLC, a Delaware limited liability company

78.  

KW EU Investors I, LLC, a Delaware limited liability company

79.  

KW Richfield Plaza, LLC, a Delaware limited liability company

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Kennedy-Wilson Holdings, Inc. and Kennedy-Wilson, Inc.

November 2, 2016

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80.  

KW Currier Square Shopping Center, LLC, a Delaware limited liability company

81.  

KW Creekview Shopping Center, LLC, a Delaware limited liability company

82.  

KW Securities, LLC, a Delaware limited liability company

83.  

KW Victory Land Loan, LLC, a Delaware limited liability company

84.  

KW Victory Plaza Loan, LLC, a Delaware limited liability company

85.  

Country Ridge IX, LLC, a Delaware limited liability company

86.  

KW EU Investors VIII, LLC, a Delaware limited liability company

87.  

KW Park Santa Fe, LLC, a Delaware limited liability company

88.  

KW Cypress, LLC, a Delaware limited liability company

89.  

KW Tacoma Condos, LLC, a Delaware limited liability company

90.  

KW Desert Ramrod Sponsor, LLC, a Delaware limited liability company

91.  

KW Red Cliff Shopping Center, LLC, a Delaware limited liability company

92.  

KW Holiday Village Shopping Center, LLC, a Delaware limited liability company

93.  

KW 9350 Civic Center Drive, LLC, a Delaware limited liability company

94.  

KW Taylor Yard 55, LLC, a Delaware limited liability company

95.  

KW Hilltop Manager II, LLC, a Delaware limited liability company

96.  

KW Bozeman Investors, LLC, a Delaware limited liability company

97.  

KW One Baxter Way GP, LLC, a Delaware limited liability company

 EX-12.1 5 d278649dex121.htm EX-12.1 EX-12.1

Exhibit 12.1

Kennedy-Wilson Holdings, Inc.

Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Dividends

 

    6 months Ended                          
    June 30, 2016     2015     2014     2013     2012     2011  

Earnings:

            

Pre-tax income from continuing operations before adjustment for income or loss from equity investees:

            

- Income (loss) before (provision for) benefit from income taxes

   $ 14,800,000      $ 112,400,000      $ 122,500,000      $ 16,800,000      $ 6,841,000      $ 5,121,000   

- Equity in earnings from real estate ventures (deduct income)

     (27,600,000 )      (97,400,000 )      (54,200,000 )      (41,400,000 )      (21,527,000 )      (12,507,000 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
    (12,800,000 )      15,000,000        68,300,000        (24,600,000 )      (14,686,000 )      (7,386,000 ) 

Adjustments:

            

Fixed charges

     96,926,000        166,580,000        136,314,000        55,382,000        32,960,000        24,737,000   

Distributions from equity investees—operating

     17,900,000        88,500,000        88,800,000        67,700,000        30,432,000        3,567,000   

Interest capitalized

     0        (200,000 )      0        (800,000 )      (2,258,000 )      (2,716,000 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total earnings

   $ 102,026,000      $ 269,880,000      $ 293,414,000      $ 97,682,000      $ 46,448,000      $ 18,202,000   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Fixed charges:

            

Interest

            

- Expensed

     90,400,000        156,700,000        130,700,000        51,700,000        28,595,000        20,507,000   

- Capitalized

     0        200,000        0        800,000        2,258,000        2,716,000   

Amortization related to indebtedness—(6063-1000)

     5,819,000        8,156,000        4,114,000        2,160,000        1,205,000        812,000   

Amortization of premiums and discounts

             5,000        41,000   

Estimated interest within rental expense

     707,000        1,524,000        1,500,000        722,000        897,000        661,000   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total fixed charges

   $ 96,926,000      $ 166,580,000      $ 136,314,000      $ 55,382,000      $ 32,960,000      $ 24,737,000   

Preferred stock dividends

     1,100,000        3,600,000        8,100,000        8,100,000        8,144,000        8,744,000   

Total combined fixed charges and preferred stock dividends

     98,026,000        170,180,000        144,414,000        63,482,000        41,104,000        33,481,000   

Ratio of earnings to fixed charges

     1.05        1.62        2.15        1.76        1.41        N/A   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Amount of deficiency

   $ —        $ —        $ —        $ —        $ —        $ 6,535,000   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Ratio of earnings to combined fixed charges and preferred stock dividends

     1.04        1.59        2.03        1.54        1.13        N/A   

Amount of deficiency recap of rent expense

     0        0        0        0        0        15,279,000   

Net rental expense (5310-1000 and 5310-1100)

     2,141,000        4,618,000        4,546,000        2,188,000        2,718,000        2,004,000   

Interest in rent—33%

     707,000        1,524,000        1,500,000        722,000        897,000        661,000   

8765-0200: Loan Fee Amort—Corporate

     1,287,789        2,161,867        2,367,909         

8765-0300: Loan Fee Amort—Investments

     4,531,145        5,993,773        1,746,235        2,160,164       

8375-0800: Rent (G&A)

     2,111,522        4,375,350        4,322,105        2,069,934       

8375-1000: Parking

     29,586        242,846        223,919        118,059       
EX-23.1 6 d278649dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Kennedy-Wilson Holdings, Inc.:

We consent to the use of our reports dated February 29, 2016, with respect to the consolidated balance sheets of Kennedy-Wilson Holdings, Inc. as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the years in the three-year period ended December 31, 2015, the financial statement schedules III and IV, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2015, incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report refers to a change in method of accounting for discontinued operations in 2014 due to the adoption of Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

/s/ KPMG LLP

Los Angeles, California

November 2, 2016

EX-23.2 7 d278649dex232.htm EX-23.2 EX-23.2

Exhibit 23.2

Consent of Independent Auditors

The Board of Directors

Kennedy-Wilson Holdings, Inc.:

We consent to the use of our report dated March 31, 2014, with respect to the statements of operations, partners’ capital, and cash flows of Kennedy Wilson Real Estate Fund IV, L.P. for the year ended December 31, 2013, and the related notes to the financial statements, incorporated by reference herein to the amendment no. 1 to the December 31, 2015 annual report on Form 10-K of Kennedy Wilson Holdings, Inc., and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Los Angeles, California

November 2, 2016

EX-23.3 8 d278649dex233.htm EX-23.3 EX-23.3

Exhibit 23.3

Consent of Independent Auditors

The Board of Directors

Kennedy-Wilson Holdings, Inc.:

We consent to the use of our report dated March 31, 2014, with respect to the combined statements of operations, members’ capital and cash flows of KW Funds - 303 North Glenoaks, LLC and KW Funds - 6100 Wilshire, LLC for the year ended December 31, 2013, and the related notes to the combined financial statements, incorporated by reference herein to the amendment no. 1 to the December 31, 2015 annual report on Form 10-K of Kennedy Wilson Holdings, Inc., and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Los Angeles, California

November 2, 2016

EX-23.4 9 d278649dex234.htm EX-23.4 EX-23.4

Exhibit 23.4

Consent of Independent Auditors

The Board of Directors

Kennedy-Wilson Holdings, Inc.:

We consent to the use of our report dated March 28, 2014, with respect to the consolidated statements of operations, changes in shareholders’ equity, and cash flows of KWVF Panther Holdco Limited for the period from June 14, 2013 (inception) through December 31, 2013, and the related notes to the consolidated financial statements, incorporated by reference herein to the amendment no. 1 to the December 31, 2015 annual report on Form 10-K of Kennedy Wilson Holdings, Inc., and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG

Dublin, Ireland

November 2, 2016

EX-23.5 10 d278649dex235.htm EX-23.5 EX-23.5

Exhibit 23.5

Consent of Independent Auditors

The Board of Directors

Kennedy-Wilson Holdings, Inc.:

We consent to the use of our report dated March 28, 2014, with respect to the consolidated statements of operations, changes in shareholders’ equity, and cash flows of Egret Limited for the year ended December 31, 2013, and the related notes to the consolidated financial statements, incorporated by reference herein to the amendment no. 1 to the December 31, 2015 annual report on Form 10-K of Kennedy Wilson Holdings, Inc., and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG

Dublin, Ireland

November 2, 2016

EX-23.6 11 d278649dex236.htm EX-23.6 EX-23.6

Exhibit 23.6

Consent of Independent Auditors

The Board of Directors

Kennedy-Wilson Holdings, Inc.:

We consent to the use of our report dated March 31, 2014, with respect to the statements of operations, members’ capital, and cash flows of WH Valle Di Oro 79, LLC for the year ended December 31, 2013, and the related notes to the financial statements, incorporated by reference herein to the amendment no. 1 to the December 31, 2015 annual report on Form 10-K of Kennedy Wilson Holdings, Inc., and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Los Angeles, California

November 2, 2016

EX-23.7 12 d278649dex237.htm EX-23.7 EX-23.7

Exhibit 23.7

Consent of Independent Auditors

The Board of Directors

Kennedy-Wilson Holdings, Inc.:

We consent to the use of our report dated March 31, 2014, with respect to the consolidated statements of operations, members’ capital, and cash flows of KW Stadium Gateway Partners, LLC and subsidiary for the year ended December 31, 2013, and the related notes to the consolidated financial statements, incorporated by reference herein to the amendment no. 1 to the December 31, 2015 annual report on Form 10-K of Kennedy Wilson Holdings, Inc., and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Los Angeles, California

November 2, 2016

EX-23.8 13 d278649dex238.htm EX-23.8 EX-23.8

Exhibit 23.8

Consent of Independent Auditors

The Board of Directors

Kennedy-Wilson Holdings, Inc.:

We consent to the use of our report dated March 31, 2014, with respect to the consolidated statements of operations and comprehensive income, partners’ capital, and cash flows of KWF Real Estate Venture VI, L.P. and subsidiary for the year ended December 31, 2013, and the related notes to the consolidated financial statements, incorporated by reference herein to the amendment no. 1 to the December 31, 2015 annual report on Form 10-K of Kennedy Wilson Holdings, Inc., and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Los Angeles, California

November 2, 2016

EX-25.2 14 d278649dex252.htm EX-25.2 EX-25.2

Exhibit 25.2

File No.            

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

WILMINGTON TRUST, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

 

16-1486454

(I.R.S. employer identification no.)

1100 North Market Street

Wilmington, DE 19890

(Address of principal executive offices)

Tara Aiken

Banking Officer

1100 North Market Street

Wilmington, Delaware 19890

(302) 651-1592

(Name, address and telephone number of agent for service)

 

 

Kennedy-Wilson Holdings, Inc.1

Kennedy-Wilson, Inc.1

(Exact name of obligor as specified in its charter)

 

 

 

Delaware    

26-0508760

95-4364537

(State of

incorporation)

    

(I.R.S. employer

identification no.)

 

151 S. El Camino Drive
Beverly Hills, California		     90212
(Address of principal executive offices)     (Zip Code)

 

 

5.875% Senior Notes due 2024

Guarantees of 5.875% Senior Notes due 2024

and any other securities issued pursuant to the Indenture dated as of March 25, 2014 between

Kennedy-Wilson, Inc. and Wilmington Trust, National Association, as trustee.

(Title of the indenture securities)

 

1. SEE TABLE OF ADDITIONAL OBLIGORS

 

 

 

TABLE OF ADDITIONAL OBLIGORS

(As Guarantors of the Debt Securities)

 

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

Kennedy-Wilson Properties, Ltd.

    DE    95-4697159    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Services, Inc.

    DE    95-4812579    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Services II, Inc.

    DE    20-3693493    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Services III, L.P.

    DE    26-1558520    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Equity, Inc.

    DE    95-4812580   

151 S. El Camino Drive
Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Equity II, Inc.

    DE    20-3812712    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Special Equity, Inc.

    DE    95-4812583    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Special Equity II, Inc.

    DE    20-3693618    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Special Equity III, LLC

    DE    26-1558607    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

K-W Properties

    CA    95-4492564    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Services III GP, LLC

    DE    26-3806726    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW BASGF II Manager, LLC

    DE    20-5523327    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors I, LLC

    DE    27-3337920    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors II, LLC

    DE    27-3788594    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors III, LLC

    DE    27-4110400    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager I, LLC

    DE    27-3337771    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager II, LLC

    DE    27-3788479    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager III, LLC

    DE    27-4110811    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Overseas Investments, Inc.

    DE    20-2715619    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

Fairways 340 Corp.

    DE    20-4169707    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW—Richmond, LLC

    DE    26-2852263    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

SG KW Venture I Manager LLC

    DE    27-1366657    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Loan Partners I LLC

    DE    27-1944476    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Loan Partners II LLC

    CA    27-2450209    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Summer House Manager, LLC

    DE    27-2502491    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Montclair, LLC

    DE    26-2942185    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Blossom Hill Manager, LLC

    DE    26-3330309    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Serenade Manager, LLC

    DE    27-3271987    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

K-W Santiago Inc.

    CA    95-4704530    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

KW Redmond Manager, LLC

    DE    26-2773678    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Dillingham Ranch Aina LLC

    DE    20-4635382    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

68-540 Farrington, LLC

    DE    20-4879846    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Dillingham Aina LLC

    DE    20-4788802    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Fund Management Group, LLC

    CA    20-8342380    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson International

    CA    95-3379144    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Tech, Ltd.

    CA    95-4725845    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWP Financial I

    CA    95-4506679    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Auction Group Inc.

    CA    26-0808460    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kenney-Wilson Properties, LTD.

    IL    36-2709910    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

KWF Manager IV, LLC

    DE    45-1836132    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager V, LLC

    DE    45-2477455    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Ireland, LLC

    DE    45-1840083    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Equity IV, LLC

    DE    45-2147199    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Real Estate Sales & Marketing

    CA    45-2718656    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Telstar Partners, LLC

    DE    45-2718658    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors IV, LLC

    DE    45-1837186    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors V, LLC

    DE    45-2477357    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Meyers Research, LLC

    DE    45-4723472    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Armacost, LLC

    DE    45-2727561    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

Santa Maria Land Partners Manager, LLC

    DE    45-3630097    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Investment Adviser, LLC

    DE    45-4320018    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Capital

    CA    20-0315687    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Captowers Partners, LLC

    DE    45-5023899    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Four Points, LLC

    DE    45-5152394    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Loan Partners VII, LLC

    DE    45-5153987    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors VII, LLC

    DE    90-0845725    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager VII, LLC

    DE    90-0846443    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Residential Capital, LLC

    DE    46-0678305    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Boise Plaza, LLC

    DE    45-5471242    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

KW Loan Partners VIII, LLC

    DE    36-4735475    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Services IV, L.P.

    DE    27-4787414    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Services IV GP, LLC

    DE    27-4786391    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW/CV Third-Pacific Manager, LLC

    DE    46-0708946    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW EU Loan Partners II, LLC

    DE    46-0961139    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors VIII, LLC

    DE    46-0726774    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager VIII, LLC

    DE    46-0726923    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 1200 Main, LLC

    DE    46-1064734    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Harrington LLC

    DE    46-0995523    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 5200 Lankershim Manager, LLC

    DE    46-0941753    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

KWF Manager X, LLC

    DE    46-1265534    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager XI, LLC

    DE    46-1264104    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager XII, LLC

    DE    46-1271047    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Real Estate Venture XIII, LLC

    DE    46-1265831    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager XIII, LLC

    DE    46-1271308    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager XV, LLC

    DE    46-1271531    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW EU Loan Partners III, LLC

    DE    46-1271589    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW EU Investors I, LLC

    DE    46-1271662    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Richfield Plaza, LLC

    DE    46-1278805    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Currier Square Shopping Center, LLC

    DE    46-1278901    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

KW Creekview Shopping Center, LLC

    DE    46-1279003    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Securities, LLC

    DE    46-1279113    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Victory Land Loan, LLC

    DE    46-1279225    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Victory Plaza Loan, LLC

    DE    46-1288205    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012Q LLC

    DE    46-1288281    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012R LLC

    DE    46-1288508    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012S LLC

    DE    46-1288647    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012T LLC

    DE    46-3938854    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012U LLC

    DE    46-3938910    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Country Ridge IX, LLC

    DE    46-3938942    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

KW 2012W LLC

    DE    46-3938976    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW EU Investors VIII, LLC

    DE    46-3939009    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012Y LLC

    DE    46-3939059    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012Z LLC

    DE    46-3939059    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Park Santa Fe, LLC

    DE    46-3904750    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Cypress, LLC

    DE    46-3904963    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Tacoma Condos, LLC

    DE    46-3905022    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Desert Ramrod, LLC

    DE    46-3905108    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Red Cliff Shopping Center, LLC

    DE    46-3905153    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Holiday Village Shopping Center, LLC

    DE    46-3905222    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

KW 9350 Civic Center Drive, LLC

    DE    46-3905357    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Taylor Yard 55, LLC

    DE    46-3905403    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Hilltop Manager II, LLC

    DE    46-3905452    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013J LLC

    DE    46-3905513    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Bozeman Investors, LLC

    DE    46-3905557    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW One Baxter Way GP, LLC

    DE    46-3915723    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013M LLC

    DE    46-3915812    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013N LLC

    DE    46-3915857    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013O LLC

    DE    46-3915903    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013P LLC

    DE    46-3916010    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

KW 2013Q LLC

    DE    46-3916138    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013R LLC

    DE    46-3916201    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013S LLC

    DE    46-3916322    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013T LLC

    DE    46-3916358    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013U LLC

    DE    46-3916408    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013V LLC

    DE    46-3916487    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013W LLC

    DE    46-3916532    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013X LLC

    DE    46-3920569    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013Y LLC

    DE    46-3920601    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013Z LLC

    DE    46-3920650    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

KW 2013AA LLC

    DE    46-3920736    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013BB LLC

    DE    46-3920773    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013CC LLC

    DE    46-3920817    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013DD LLC

    DE    46-3926602    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013EE LLC

    DE    46-3926730    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013FF LLC

    DE    46-3926759    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013GG LLC

    DE    46-3926828    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013HH LLC

    DE    46-3926914    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013II LLC

    DE    46-3926967    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013JJ LLC

    DE    46-3927000    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

KW 2013KK LLC

    DE    46-3927085    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013LL LLC

    DE    46-3927126    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013MM LLC

    DE    46-3927168    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013NN LLC

    DE    46-3927224    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013OO LLC

    DE    46-3927274    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013PP LLC

    DE    46-3927324    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013QQ LLC

    DE    46-3927382    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013RR LLC

    DE    46-3927427    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013SS LLC

    DE    46-3927471    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013TT LLC

    DE    46-3927557    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

KW 2013UU LLC

    DE    46-3927600    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013VV LLC

    DE    46-3938599    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013WW LLC

    DE    46-3938668    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013XX LLC

    DE    46-3938712    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013YY LLC

    DE    46-3938770    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013ZZ LLC

    DE    46-3938810    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016A LLC

    DE    81-4189146    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016B LLC

    DE    81-4189356    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016C LLC

    DE    81-4189780    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016D LLC

    DE    81-4189832    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016E LLC

    DE    81-4189891    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016F LLC

    DE    81-4189986    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

KW 2016G LLC

    DE    81-4190083    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016H LLC

    DE    81-4190149    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016I LLC

    DE    81-4190270    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016J LLC

    DE    81-4190483    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016K LLC

    DE    81-4190377    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016L LLC

    DE    81-4193152    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016M LLC

    DE    81-4193197    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016N LLC

    DE    81-4193244    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016O LLC

    DE    81-4193289    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016P LLC

    DE    81-4193337    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016Q LLC

    DE    81-4193504    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016R LLC

    DE    81-4193597    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016S LLC

    DE    81-4193794    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016T LLC

    DE    81-4193832    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016U LLC

    DE    81-4193875    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016V LLC

    DE    81-4202248    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number, Including Area
Code of  Obligor’s Principal Executive Offices

KW 2016W LLC

    DE    81-4202379    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016X LLC

    DE    81-4202429    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016Y LLC

    DE    81-4202469    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016Z LLC

    DE    81-4202521    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

 

Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee:

 

  (a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

 

  (b) Whether it is authorized to exercise corporate trust powers.

Yes.

 

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

Item 16. LIST OF EXHIBITS. Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

 

  1. A copy of the Charter for Wilmington Trust, National Association, incorporated by reference to Exhibit 1 of Form T-1.

 

  2. The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

 

  3. The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

 

  4. A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of form T-1.

 

  5. Not applicable.

 

  6. The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1.

 

  7. Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

  8. Not applicable.

 

  9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 2nd day of November, 2016.

 

WILMINGTON TRUST, NATIONAL ASSOCIATION
By:  

  /s/ Jane Schweiger

 

Name: Jane Schweiger

Title: Vice President

EXHIBIT 1

CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles of association:

FIRST. The title of this association shall be Wilmington Trust, National Association.

SECOND. The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the association shall be conducted at its main office and its branches.

THIRD. The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank from the 25-member limit. The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the association or of a holding company owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater. Any combination of common or preferred stock of the association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may not increase the number of directors between meetings of shareholders to a number which:

 

  1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or

 

  2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any

other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that day falls on a legal holiday in the state in which the association is located, on the next following banking day. If no election is held on the day fixed, or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergency circumstance exists. The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote shares that he or she has already fully cumulated and voted in favor of a successful candidate. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

 

  1) The name and address of each proposed nominee.

 

  2) The principal occupation of each proposed nominee.

 

  3) The total number of shares of capital stock of the association that will be voted for each proposed nominee.

 

  4) The name and residence address of the notifying shareholder.

 

  5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers may disregard all votes cast for each such nominee. No bylaw may unreasonably restrict the nomination of directors by shareholders.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one of the purposes is to remove the director is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

FIFTH. The authorized amount of capital stock of this association shall be ten thousand shares of common stock of the par value of one hundred dollars ($100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix. Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares. Unless otherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.

Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration. Shares of one class or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date for determining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.

Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may: (a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the association’s stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the association and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH. The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the association, and such other officers and employees as may be required to transact the business of this association.

A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

 

  1) Define the duties of the officers, employees, and agents of the association.

 

  2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.

 

  3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

 

  4) Dismiss officers and employees.

 

  5) Require bonds from officers and employees and to fix the penalty thereof.

 

  6) Ratify written policies authorized by the association’s management or committees of the board.

 

  7) Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

 

  8) Manage and administer the business and affairs of the association.

 

  9) Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.

 

  10) Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.

 

  11) Make contracts.

 

  12) Generally perform all acts that are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but not more than 30 miles beyond such limits. The board of directors shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this association shall continue until termination according to the laws of the United States.

NINTH. The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCC determines that an emergency circumstance exists. If the association is a wholly-owned subsidiary, the sole shareholder may waive notice of the shareholders’ meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH. For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that

such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendment of these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburse any institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ELEVENTH. These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The association’s board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

AMENDED AND RESTATED BYLAWS

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

(effective as of January 1, 2012)

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o’clock p.m. on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday in Delaware, on the next following banking day. Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares. In these circumstances, at least 10 days’ notice must be given by first class mail to shareholders.

Section 2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the board of directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may be amended by the board of directors in the absence of shareholder approval.

If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. If, however, the meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to the shareholders by first-class mail.

Section 3. Nominations of Directors. Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

 

  (1) The name and address of each proposed nominee;

 

  (2) The principal occupation of each proposed nominee;

 

  (3) The total number of shares of capital stock of the association that will be voted for each proposed nominee;

 

  (4) The name and residence of the notifying shareholder; and

 

  (5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmation from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.

Section 5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant to Article IX, Section 2. If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to the shareholders.

ARTICLE II

Directors

Section 1. Board of Directors. The board of directors shall have the power to manage and administer the business and affairs of the association. Except as expressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.

Section 2. Number. The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bank from the 25-member limit. The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.

Section 3. Organization Meeting. The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities of Wilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 4. Regular Meetings. The Board of Directors may, at any time and from time to time, by resolution designate the place, date and hour for the holding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the first Tuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors may designate. When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board of directors shall designate another day.

Section 5. Special Meetings. Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request of two or more directors. Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of each special meeting.

Section 6. Quorum. A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or these bylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number of directors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Article II, Section 7. If a quorum is present, the board of directors may take action through the vote of a majority of the directors who are in attendance.

Section 7. Meetings by Conference Telephone. Any one or more members of the board of directors or any committee thereof may participate in a meeting of such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8. Procedures. The order of business and all other matters of procedure at every meeting of the board of directors may be determined by the person presiding at the meeting.

Section 9. Removal of Directors. Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by vote of the stockholders. Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote. Any director may be removed for cause, at any meeting of the directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.

Section 10. Vacancies. When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for that purpose in conformance with Section 2 of Article I. At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

ARTICLE III

Committees of the Board

The board of directors has power over and is solely responsible for the management, supervision, and administration of the association. The board of directors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.

The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective. Each committee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve at the pleasure of the board of directors. Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and voting requirements of the board of directors, apply to committees and their members as well. The creation of a committee and appointment of members to it must be approved by the board of directors.

Section 1. Loan Committee. There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not in session, all other powers of the board of directors that may lawfully be delegated. The loan committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 2. Investment Committee. There shall be an investment committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The investment committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to

recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the board of directors is not in session, all other powers of the board of directors regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 3. Examining Committee. There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers, appointed by the board of directors annually or more often. The duty of that committee shall be to examine at least once during each calendar year and within 15 months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and to report the result of such examination in writing to the board of directors at the next regular meeting thereafter. Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in the manner of conducting the affairs of the association as shall be deemed advisable.

Notwithstanding the provisions of the first paragraph of this section 3, the responsibility and authority of the Examining Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 4. Trust Audit Committee. There shall be a trust audit committee in conformance with Section 1 of Article V.

Section 5. Other Committees. The board of directors may appoint, from time to time, from its own members, compensation, special litigation and other committees of one or more persons, for such purposes and with such powers as the board of directors may determine.

However, a committee may not:

 

  (1) Authorize distributions of assets or dividends;

 

  (2) Approve action required to be approved by shareholders;

 

  (3) Fill vacancies on the board of directors or any of its committees;

 

  (4) Amend articles of association;

 

  (5) Adopt, amend or repeal bylaws; or

 

  (6) Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

Section 6. Committee Members’ Fees. Committee members may receive a fee for their services as committee members and traveling and other out-of-pocket expenses incurred in attending any meeting of a committee of which they are a member. The fee may be a fixed sum to be paid for attending each meeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended. The amount of the fee and the basis on which it shall be paid shall be determined by the Board of Directors.

ARTICLE IV

Officers and Employees

Section 1. Chairperson of the Board. The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board of directors. The chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board of directors; shall have general executive powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned by the board of directors.

Section 2. President. The board of directors shall appoint one of its members to be the president of the association. In the absence of the chairperson, the president shall preside at any meeting of the board of directors. The president shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws. The president shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.

Section 3. Vice President. The board of directors may appoint one or more vice presidents. Each vice president shall have such powers and duties as may be assigned by the board of directors. One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties of the president.

Section 4. Secretary. The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directors and of the association and who shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of the association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of treasurer, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section 5. Other Officers. The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the board of directors to be required or desirable to transact the business of the association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president. The board of directors may authorize an officer to appoint one or more officers or assistant officers.

Section 6. Tenure of Office. The president and all other officers shall hold office for the current year for which the board of directors was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.

Section 7. Resignation. An officer may resign at any time by delivering notice to the association. A resignation is effective when the notice is given unless the notice specifies a later effective date.

ARTICLE V

Fiduciary Activities

Section 1. Trust Audit Committee. There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. Such committee: (1) must not include any officers of the bank or an affiliate who participate significantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated power to manage and control the fiduciary activities of the bank.

Notwithstanding the provisions of the first paragraph of this section 1, the responsibility and authority of the Trust Audit Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 2. Fiduciary Files. There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 3. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made, but does vest in the association investment discretion, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VI

Stock and Stock Certificates

Section 1. Transfers. Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholder’s shares, succeed to all rights of the prior holder of such shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.

Section 2. Stock Certificates. Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the association properly endorsed.

The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized by the association as the shareholder. The procedure may set forth:

 

  (1) The types of nominees to which it applies;

 

  (2) The rights or privileges that the association recognizes in a beneficial owner;

 

  (3) How the nominee may request the association to recognize the beneficial owner as the shareholder;

 

  (4) The information that must be provided when the procedure is selected;

 

  (5) The period over which the association will continue to recognize the beneficial owner as the shareholder;

 

  (6) Other aspects of the rights and duties created.

ARTICLE VII

Corporate Seal

Section 1. Seal. The seal of the association shall be in such form as may be determined from time to time by the board of directors. The president, the treasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affix the corporate seal to any document requiring such seal and to attest the same. The seal on any corporate obligation for the payment of money may be facsimile.

ARTICLE VIII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the association shall be the calendar year.

Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the association by the chairperson of the board, or the president, or any vice president, or the secretary, or the treasurer, or, if in connection with the exercise of fiduciary powers of the association, by any of those offices or by any trust officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as the board of directors may from time to time direct. The provisions of this section 2 are supplementary to any other provision of these bylaws.

Section 3. Records. The articles of association, the bylaws and the proceedings of all meetings of the shareholders, the board of directors, and standing committees of the board of directors shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the secretary, treasurer or other officer appointed to act as secretary of the meeting.

Section 4. Corporate Governance Procedures. To the extent not inconsistent with federal banking statutes and regulations, or safe and sound banking practices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) with respect to matters of corporate governance procedures.

Section 5. Indemnification. For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these bylaws and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of these bylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civil money penalties against such persons by a bank regulatory agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ARTICLE IX

Inspection and Amendments

Section 1. Inspection. A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office of the association, and shall be open for inspection to all shareholders during banking hours.

Section 2. Amendments. The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote of a majority of the total number of the directors except as provided below, and provided that the following language accompany any such change.

I,                     , certify that: (1) I am the duly constituted (secretary or treasurer) of and secretary of its board of directors, and as such officer am the official custodian of its records; (2) the foregoing bylaws are the bylaws of the association, and all of them are now lawfully in force and effect.

I have hereunto affixed my official signature on this                      day of                     .

 

 

(Secretary or Treasurer)         

The association’s shareholders may amend or repeal the bylaws even though the bylaws also may be amended or repealed by the board of directors.

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

 

    WILMINGTON TRUST, NATIONAL ASSOCIATION
Dated:  November 2, 2016         By:  

  /s/ Jane Schweiger

  
      Name:  Jane Schweiger  
      Title:  Vice President  

EXHIBIT 7

REPORT OF CONDITION

WILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on June 30, 2016

 

     Thousands of Dollars  

ASSETS

   

Cash and balances due from depository institutions:

      1,707,785   

Securities:

      4,888   

Federal funds sold and securities purchased under agreement to resell:

      144,000   

Loans and leases held for sale:

      0   

Loans and leases net of unearned income, allowance:

      325,841   

Premises and fixed assets:

      5,604   

Other real estate owned:

      616   

Investments in unconsolidated subsidiaries and associated companies:

      0   

Direct and indirect investments in real estate ventures:

      0   

Intangible assets:

      154   

Other assets:

      95,424   

Total Assets:

      2,284,312   
     Thousands of Dollars  

LIABILITIES

   

Deposits

      1,769,180   

Federal funds purchased and securities sold under agreements to repurchase

      0   

Other borrowed money:

      0   

Other Liabilities:

      33,365   

Total Liabilities

      1,802,545   
     Thousands of Dollars  

EQUITY CAPITAL

   

Common Stock

      1,000   

Surplus

      391,629   

Retained Earnings

      89,798   

Accumulated other comprehensive income

      (660 ) 

Total Equity Capital

      481,767   

Total Liabilities and Equity Capital

      2,284,312   
 EX-25.3 15 d278649dex253.htm EX-25.3 EX-25.3

Exhibit 25.3

File No.            

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

WILMINGTON TRUST, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

 

16-1486454

(I.R.S. employer identification no.)

1100 North Market Street

Wilmington, DE 19890

(Address of principal executive offices)

Tara Aiken

Banking Officer

1100 North Market Street

Wilmington, Delaware 19890

(302) 651-1592

(Name, address and telephone number of agent for service)

 

 

Kennedy-Wilson Holdings, Inc.1

Kennedy-Wilson, Inc.1

(Exact name of obligor as specified in its charter)

 

 

 

Delaware    

26-0508760

95-4364537

(State of

incorporation)

    

(I.R.S. employer

identification no.)

 

151 S. El Camino Drive

Beverly Hills, California

     90212
(Address of principal executive offices)     (Zip Code)

 

 

7.75% Senior Notes due 2042

Guarantees of 7.75% Senior Notes due 2042

and any other securities issued pursuant to the Indenture dated as of November 28, 2012

between Kennedy-Wilson, Inc. and Wilmington Trust, National Association, as trustee.

(Title of the indenture securities)

 

1. SEE TABLE OF ADDITIONAL OBLIGORS

 

 

 

TABLE OF ADDITIONAL OBLIGORS

(As Guarantors of the Debt Securities)

 

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

Kennedy-Wilson Properties, Ltd.

    DE    95-4697159    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Services, Inc.

    DE    95-4812579    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Services II, Inc.

    DE    20-3693493    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Services III, L.P.

    DE    26-1558520    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Equity, Inc.

    DE    95-4812580    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Equity II, Inc.

    DE    20-3812712    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Special Equity, Inc.

    DE    95-4812583    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Special Equity II, Inc.

    DE    20-3693618    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Property Special Equity III, LLC

    DE    26-1558607    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

K-W Properties

    CA    95-4492564    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Services III GP, LLC

    DE    26-3806726    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW BASGF II Manager, LLC

    DE    20-5523327    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors I, LLC

    DE    27-3337920    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors II, LLC

    DE    27-3788594    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors III, LLC

    DE    27-4110400    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager I, LLC

    DE    27-3337771    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager II, LLC

    DE    27-3788479    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager III, LLC

    DE    27-4110811    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Overseas Investments, Inc.

    DE    20-2715619    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

Fairways 340 Corp.

    DE    20-4169707    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW—Richmond, LLC

    DE    26-2852263    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

SG KW Venture I Manager LLC

    DE    27-1366657    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Loan Partners I LLC

    DE    27-1944476    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Loan Partners II LLC

    CA    27-2450209    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Summer House Manager, LLC

    DE    27-2502491    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Montclair, LLC

    DE    26-2942185    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Blossom Hill Manager, LLC

    DE    26-3330309    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Serenade Manager, LLC

    DE    27-3271987    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

K-W Santiago Inc.

    CA    95-4704530    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

KW Redmond Manager, LLC

    DE    26-2773678    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Dillingham Ranch Aina LLC

    DE    20-4635382    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

68-540 Farrington, LLC

    DE    20-4879846    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Dillingham Aina LLC

    DE    20-4788802    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Fund Management Group, LLC

    CA    20-8342380    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson International

    CA    95-3379144    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Tech, Ltd.

    CA    95-4725845    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWP Financial I

    CA    95-4506679    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Auction Group Inc.

    CA    26-0808460    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kenney-Wilson Properties, LTD.

    IL    36-2709910    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

KWF Manager IV, LLC

    DE    45-1836132    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager V, LLC

    DE    45-2477455    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Ireland, LLC

    DE    45-1840083    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Equity IV, LLC

    DE    45-2147199    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Real Estate Sales & Marketing

    CA    45-2718656    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Telstar Partners, LLC

    DE    45-2718658    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors IV, LLC

    DE    45-1837186    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors V, LLC

    DE    45-2477357    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Meyers Research, LLC

    DE    45-4723472    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Armacost, LLC

    DE    45-2727561    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

Santa Maria Land Partners Manager, LLC

    DE    45-3630097    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Investment Adviser, LLC

    DE    45-4320018    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy-Wilson Capital

    CA    20-0315687    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Captowers Partners, LLC

    DE    45-5023899    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Four Points, LLC

    DE    45-5152394    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Loan Partners VII, LLC

    DE    45-5153987    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors VII, LLC

    DE    90-0845725    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager VII, LLC

    DE    90-0846443    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Residential Capital, LLC

    DE    46-0678305    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Boise Plaza, LLC

    DE    45-5471242    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

KW Loan Partners VIII, LLC

    DE    36-4735475    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Services IV, L.P.

    DE    27-4787414    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Kennedy Wilson Property Services IV GP, LLC

    DE    27-4786391    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW/CV Third-Pacific Manager, LLC

    DE    46-0708946    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW EU Loan Partners II, LLC

    DE    46-0961139    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Investors VIII, LLC

    DE    46-0726774    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager VIII, LLC

    DE    46-0726923    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 1200 Main, LLC

    DE    46-1064734    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Harrington LLC

    DE    46-0995523    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 5200 Lankershim Manager, LLC

    DE    46-0941753    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

KWF Manager X, LLC

    DE    46-1265534    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager XI, LLC

    DE    46-1264104    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager XII, LLC

    DE    46-1271047    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Real Estate Venture XIII, LLC

    DE    46-1265831    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager XIII, LLC

    DE    46-1271308    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KWF Manager XV, LLC

    DE    46-1271531    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW EU Loan Partners III, LLC

    DE    46-1271589    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW EU Investors I, LLC

    DE    46-1271662    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Richfield Plaza, LLC

    DE    46-1278805    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Currier Square Shopping Center, LLC

    DE    46-1278901    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

KW Creekview Shopping Center, LLC

    DE    46-1279003    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Securities, LLC

    DE    46-1279113    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Victory Land Loan, LLC

    DE    46-1279225    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Victory Plaza Loan, LLC

    DE    46-1288205    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012Q LLC

    DE    46-1288281    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012R LLC

    DE    46-1288508    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012S LLC

    DE    46-1288647    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012T LLC

    DE    46-3938854    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012U LLC

    DE    46-3938910    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Country Ridge IX, LLC

    DE    46-3938942    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

KW 2012W LLC

    DE    46-3938976    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW EU Investors VIII, LLC

    DE    46-3939009    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012Y LLC

    DE    46-3939059    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2012Z LLC

    DE    46-3939059    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Park Santa Fe, LLC

    DE    46-3904750    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Cypress, LLC

    DE    46-3904963    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Tacoma Condos, LLC

    DE    46-3905022    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Desert Ramrod, LLC

    DE    46-3905108    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Red Cliff Shopping Center, LLC

    DE    46-3905153    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Holiday Village Shopping Center, LLC

    DE    46-3905222    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

KW 9350 Civic Center Drive, LLC

    DE    46-3905357    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Taylor Yard 55, LLC

    DE    46-3905403    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Hilltop Manager II, LLC

    DE    46-3905452    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013J LLC

    DE    46-3905513    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW Bozeman Investors, LLC

    DE    46-3905557    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW One Baxter Way GP, LLC

    DE    46-3915723    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013M LLC

    DE    46-3915812    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013N LLC

    DE    46-3915857    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013O LLC

    DE    46-3915903    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013P LLC

    DE    46-3916010    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

KW 2013Q LLC

    DE    46-3916138    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013R LLC

    DE    46-3916201    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013S LLC

    DE    46-3916322    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013T LLC

    DE    46-3916358    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013U LLC

    DE    46-3916408    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013V LLC

    DE    46-3916487    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013W LLC

    DE    46-3916532    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013X LLC

    DE    46-3920569    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013Y LLC

    DE    46-3920601    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013Z LLC

    DE    46-3920650    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

KW 2013AA LLC

    DE    46-3920736    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013BB LLC

    DE    46-3920773    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013CC LLC

    DE    46-3920817    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013DD LLC

    DE    46-3926602    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013EE LLC

    DE    46-3926730    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013FF LLC

    DE    46-3926759    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013GG LLC

    DE    46-3926828    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013HH LLC

    DE    46-3926914    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013II LLC

    DE    46-3926967    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013JJ LLC

    DE    46-3927000    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

KW 2013KK LLC

    DE    46-3927085    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013LL LLC

    DE    46-3927126    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013MM LLC

    DE    46-3927168    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013NN LLC

    DE    46-3927224    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013OO LLC

    DE    46-3927274    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013PP LLC

    DE    46-3927324    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013QQ LLC

    DE    46-3927382    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013RR LLC

    DE    46-3927427    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013SS LLC

    DE    46-3927471    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013TT LLC

    DE    46-3927557    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

KW 2013UU LLC

    DE    46-3927600    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013VV LLC

    DE    46-3938599    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013WW LLC

    DE    46-3938668    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013XX LLC

    DE    46-3938712    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013YY LLC

    DE    46-3938770    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2013ZZ LLC

    DE    46-3938810    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016A LLC

    DE    81-4189146    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016B LLC

    DE    81-4189356    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016C LLC

    DE    81-4189780    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016D LLC

    DE    81-4189832    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016E LLC

    DE    81-4189891    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016F LLC

    DE    81-4189986    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

KW 2016G LLC

    DE    81-4190083    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016H LLC

    DE    81-4190149    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016I LLC

    DE    81-4190270    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016J LLC

    DE    81-4190483    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016K LLC

    DE    81-4190377    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016L LLC

    DE    81-4193152    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016M LLC

    DE    81-4193197    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016N LLC

    DE    81-4193244    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016O LLC

    DE    81-4193289    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016P LLC

    DE    81-4193337    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016Q LLC

    DE    81-4193504    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016R LLC

    DE    81-4193597    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016S LLC

    DE    81-4193794    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016T LLC

    DE    81-4193832    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016U LLC

    DE    81-4193875    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

KW 2016V LLC

    DE    81-4202248    151 S. El Camino Drive
Beverly Hills, California 90212
(310) 887-6400

Exact Name of Obligor as Specified in its Charter

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number, Including Area

Code of Obligor’s Principal Executive Offices

KW 2016W LLC

    DE    81-4202379   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016X LLC

    DE    81-4202429   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016Y LLC

    DE    81-4202469   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016Z LLC

    DE    81-4202521   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

 

Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee:

 

  (a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

 

  (b) Whether it is authorized to exercise corporate trust powers.

Yes.

 

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

Item 16. LIST OF EXHIBITS. Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

 

  1. A copy of the Charter for Wilmington Trust, National Association, incorporated by reference to Exhibit 1 of Form T-1.

 

  2. The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

 

  3. The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

 

  4. A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of form T-1.

 

  5. Not applicable.

 

  6. The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1.

 

  7. Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

  8. Not applicable.

 

  9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 2nd day of November, 2016.

 

WILMINGTON TRUST, NATIONAL ASSOCIATION
By:  

  /s/ Jane Schweiger

  Name:  Jane Schweiger
  Title:  Vice President

EXHIBIT 1

CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles of association:

FIRST. The title of this association shall be Wilmington Trust, National Association.

SECOND. The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the association shall be conducted at its main office and its branches.

THIRD. The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank from the 25-member limit. The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the association or of a holding company owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater. Any combination of common or preferred stock of the association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may not increase the number of directors between meetings of shareholders to a number which:

 

  1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or

 

  2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any

other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that day falls on a legal holiday in the state in which the association is located, on the next following banking day. If no election is held on the day fixed, or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergency circumstance exists. The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote shares that he or she has already fully cumulated and voted in favor of a successful candidate. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

 

  1) The name and address of each proposed nominee.

 

  2) The principal occupation of each proposed nominee.

 

  3) The total number of shares of capital stock of the association that will be voted for each proposed nominee.

 

  4) The name and residence address of the notifying shareholder.

 

  5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers may disregard all votes cast for each such nominee. No bylaw may unreasonably restrict the nomination of directors by shareholders.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one of the purposes is to remove the director is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

FIFTH. The authorized amount of capital stock of this association shall be ten thousand shares of common stock of the par value of one hundred dollars ($100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix. Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares. Unless otherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.

Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration. Shares of one class or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date for determining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.

Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may: (a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the association’s stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the association and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH. The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the association, and such other officers and employees as may be required to transact the business of this association.

A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

 

  1) Define the duties of the officers, employees, and agents of the association.

 

  2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.

 

  3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

 

  4) Dismiss officers and employees.

 

  5) Require bonds from officers and employees and to fix the penalty thereof.

 

  6) Ratify written policies authorized by the association’s management or committees of the board.

 

  7) Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

 

  8) Manage and administer the business and affairs of the association.

 

  9) Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.

 

  10) Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.

 

  11) Make contracts.

 

  12) Generally perform all acts that are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but not more than 30 miles beyond such limits. The board of directors shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this association shall continue until termination according to the laws of the United States.

NINTH. The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCC determines that an emergency circumstance exists. If the association is a wholly-owned subsidiary, the sole shareholder may waive notice of the shareholders’ meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH. For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that

such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendment of these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburse any institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ELEVENTH. These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The association’s board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

AMENDED AND RESTATED BYLAWS

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

(effective as of January 1, 2012)

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o’clock p.m. on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday in Delaware, on the next following banking day. Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares. In these circumstances, at least 10 days’ notice must be given by first class mail to shareholders.

Section 2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the board of directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may be amended by the board of directors in the absence of shareholder approval.

If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. If, however, the meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to the shareholders by first-class mail.

Section 3. Nominations of Directors. Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

 

  (1) The name and address of each proposed nominee;

 

  (2) The principal occupation of each proposed nominee;

 

  (3) The total number of shares of capital stock of the association that will be voted for each proposed nominee;

 

  (4) The name and residence of the notifying shareholder; and

 

  (5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmation from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.

Section 5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant to Article IX, Section 2. If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to the shareholders.

ARTICLE II

Directors

Section 1. Board of Directors. The board of directors shall have the power to manage and administer the business and affairs of the association. Except as expressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.

Section 2. Number. The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bank from the 25-member limit. The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.

Section 3. Organization Meeting. The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities of Wilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 4. Regular Meetings. The Board of Directors may, at any time and from time to time, by resolution designate the place, date and hour for the holding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the first Tuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors may designate. When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board of directors shall designate another day.

Section 5. Special Meetings. Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request of two or more directors. Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of each special meeting.

Section 6. Quorum. A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or these bylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number of directors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Article II, Section 7. If a quorum is present, the board of directors may take action through the vote of a majority of the directors who are in attendance.

Section 7. Meetings by Conference Telephone. Any one or more members of the board of directors or any committee thereof may participate in a meeting of such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8. Procedures. The order of business and all other matters of procedure at every meeting of the board of directors may be determined by the person presiding at the meeting.

Section 9. Removal of Directors. Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by vote of the stockholders. Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote. Any director may be removed for cause, at any meeting of the directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.

Section 10. Vacancies. When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for that purpose in conformance with Section 2 of Article I. At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

ARTICLE III

Committees of the Board

The board of directors has power over and is solely responsible for the management, supervision, and administration of the association. The board of directors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.

The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective. Each committee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve at the pleasure of the board of directors. Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and voting requirements of the board of directors, apply to committees and their members as well. The creation of a committee and appointment of members to it must be approved by the board of directors.

Section 1. Loan Committee. There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not in session, all other powers of the board of directors that may lawfully be delegated. The loan committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 2. Investment Committee. There shall be an investment committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The investment committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to

recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the board of directors is not in session, all other powers of the board of directors regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 3. Examining Committee. There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers, appointed by the board of directors annually or more often. The duty of that committee shall be to examine at least once during each calendar year and within 15 months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and to report the result of such examination in writing to the board of directors at the next regular meeting thereafter. Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in the manner of conducting the affairs of the association as shall be deemed advisable.

Notwithstanding the provisions of the first paragraph of this section 3, the responsibility and authority of the Examining Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 4. Trust Audit Committee. There shall be a trust audit committee in conformance with Section 1 of Article V.

Section 5. Other Committees. The board of directors may appoint, from time to time, from its own members, compensation, special litigation and other committees of one or more persons, for such purposes and with such powers as the board of directors may determine.

However, a committee may not:

 

  (1) Authorize distributions of assets or dividends;

 

  (2) Approve action required to be approved by shareholders;

 

  (3) Fill vacancies on the board of directors or any of its committees;

 

  (4) Amend articles of association;

 

  (5) Adopt, amend or repeal bylaws; or

 

  (6) Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

Section 6. Committee Members’ Fees. Committee members may receive a fee for their services as committee members and traveling and other out-of-pocket expenses incurred in attending any meeting of a committee of which they are a member. The fee may be a fixed sum to be paid for attending each meeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended. The amount of the fee and the basis on which it shall be paid shall be determined by the Board of Directors.

ARTICLE IV

Officers and Employees

Section 1. Chairperson of the Board. The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board of directors. The chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board of directors; shall have general executive powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned by the board of directors.

Section 2. President. The board of directors shall appoint one of its members to be the president of the association. In the absence of the chairperson, the president shall preside at any meeting of the board of directors. The president shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws. The president shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.

Section 3. Vice President. The board of directors may appoint one or more vice presidents. Each vice president shall have such powers and duties as may be assigned by the board of directors. One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties of the president.

Section 4. Secretary. The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directors and of the association and who shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of the association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of treasurer, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section 5. Other Officers. The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the board of directors to be required or desirable to transact the business of the association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president. The board of directors may authorize an officer to appoint one or more officers or assistant officers.

Section 6. Tenure of Office. The president and all other officers shall hold office for the current year for which the board of directors was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.

Section 7. Resignation. An officer may resign at any time by delivering notice to the association. A resignation is effective when the notice is given unless the notice specifies a later effective date.

ARTICLE V

Fiduciary Activities

Section 1. Trust Audit Committee. There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. Such committee: (1) must not include any officers of the bank or an affiliate who participate significantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated power to manage and control the fiduciary activities of the bank.

Notwithstanding the provisions of the first paragraph of this section 1, the responsibility and authority of the Trust Audit Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 2. Fiduciary Files. There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 3. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made, but does vest in the association investment discretion, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VI

Stock and Stock Certificates

Section 1. Transfers. Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholder’s shares, succeed to all rights of the prior holder of such shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.

Section 2. Stock Certificates. Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the association properly endorsed.

The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized by the association as the shareholder. The procedure may set forth:

 

  (1) The types of nominees to which it applies;

 

  (2) The rights or privileges that the association recognizes in a beneficial owner;

 

  (3) How the nominee may request the association to recognize the beneficial owner as the shareholder;

 

  (4) The information that must be provided when the procedure is selected;

 

  (5) The period over which the association will continue to recognize the beneficial owner as the shareholder;

 

  (6) Other aspects of the rights and duties created.

ARTICLE VII

Corporate Seal

Section 1. Seal. The seal of the association shall be in such form as may be determined from time to time by the board of directors. The president, the treasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affix the corporate seal to any document requiring such seal and to attest the same. The seal on any corporate obligation for the payment of money may be facsimile.

ARTICLE VIII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the association shall be the calendar year.

Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the association by the chairperson of the board, or the president, or any vice president, or the secretary, or the treasurer, or, if in connection with the exercise of fiduciary powers of the association, by any of those offices or by any trust officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as the board of directors may from time to time direct. The provisions of this section 2 are supplementary to any other provision of these bylaws.

Section 3. Records. The articles of association, the bylaws and the proceedings of all meetings of the shareholders, the board of directors, and standing committees of the board of directors shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the secretary, treasurer or other officer appointed to act as secretary of the meeting.

Section 4. Corporate Governance Procedures. To the extent not inconsistent with federal banking statutes and regulations, or safe and sound banking practices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) with respect to matters of corporate governance procedures.

Section 5. Indemnification. For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these bylaws and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of these bylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civil money penalties against such persons by a bank regulatory agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ARTICLE IX

Inspection and Amendments

Section 1. Inspection. A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office of the association, and shall be open for inspection to all shareholders during banking hours.

Section 2. Amendments. The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote of a majority of the total number of the directors except as provided below, and provided that the following language accompany any such change.

I,                    , certify that: (1) I am the duly constituted (secretary or treasurer) of and secretary of its board of directors, and as such officer am the official custodian of its records; (2) the foregoing bylaws are the bylaws of the association, and all of them are now lawfully in force and effect.

I have hereunto affixed my official signature on this                      day of                     .

 

 

(Secretary or Treasurer)         

The association’s shareholders may amend or repeal the bylaws even though the bylaws also may be amended or repealed by the board of directors.

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

 

    WILMINGTON TRUST, NATIONAL ASSOCIATION
Dated:  November 2, 2016         By:  

  /s/ Jane Schweiger

  
      Name:  Jane Schweiger  
      Title:  Vice President  

EXHIBIT 7

REPORT OF CONDITION

WILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on June 30, 2016

 

     Thousands of Dollars  

ASSETS

   

Cash and balances due from depository institutions:

      1,707,785   

Securities:

      4,888   

Federal funds sold and securities purchased under agreement to resell:

      144,000   

Loans and leases held for sale:

      0   

Loans and leases net of unearned income, allowance:

      325,841   

Premises and fixed assets:

      5,604   

Other real estate owned:

      616   

Investments in unconsolidated subsidiaries and associated companies:

      0   

Direct and indirect investments in real estate ventures:

      0   

Intangible assets:

      154   

Other assets:

      95,424   

Total Assets:

      2,284,312   

 

     Thousands of Dollars  

LIABILITIES

   

Deposits

      1,769,180   

Federal funds purchased and securities sold under agreements to repurchase

      0   

Other borrowed money:

      0   

Other Liabilities:

      33,365   

Total Liabilities

      1,802,545   

 

     Thousands of Dollars  

EQUITY CAPITAL

   

Common Stock

      1,000   

Surplus

      391,629   

Retained Earnings

      89,798   

Accumulated other comprehensive income

      (660 ) 

Total Equity Capital

      481,767   

Total Liabilities and Equity Capital

      2,284,312   
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