0001193125-18-196000.txt : 20180619 0001193125-18-196000.hdr.sgml : 20180619 20180618201344 ACCESSION NUMBER: 0001193125-18-196000 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 39 FILED AS OF DATE: 20180619 DATE AS OF CHANGE: 20180618 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709 FILM NUMBER: 18906010 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 2016A, LLC CENTRAL INDEX KEY: 0001688211 IRS NUMBER: 814189146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-01 FILM NUMBER: 18905849 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-02 FILM NUMBER: 18905850 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 2016C, LLC CENTRAL INDEX KEY: 0001688240 IRS NUMBER: 814189780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-03 FILM NUMBER: 18905851 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-04 FILM NUMBER: 18905852 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 2016E, LLC CENTRAL INDEX KEY: 0001688242 IRS NUMBER: 814189891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-05 FILM NUMBER: 18905853 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-06 FILM NUMBER: 18905854 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 2016G, LLC CENTRAL INDEX KEY: 0001688244 IRS NUMBER: 814190083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-07 FILM NUMBER: 18905855 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 2016H, LLC CENTRAL INDEX KEY: 0001688245 IRS NUMBER: 814190149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-08 FILM NUMBER: 18905856 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 2016I, LLC CENTRAL INDEX KEY: 0001688246 IRS NUMBER: 814190270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-09 FILM NUMBER: 18905857 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 2016J, LLC CENTRAL INDEX KEY: 0001688247 IRS NUMBER: 814190270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-10 FILM NUMBER: 18905858 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 Plaza Loan, LLC CENTRAL INDEX KEY: 0001561321 IRS NUMBER: 461288205 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-100 FILM NUMBER: 18905947 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: KW EU Investors III, LLC CENTRAL INDEX KEY: 0001561319 IRS NUMBER: 461288281 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-101 FILM NUMBER: 18905948 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 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012Q, LLC DATE OF NAME CHANGE: 20121030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW EU Investors IV, LLC CENTRAL INDEX KEY: 0001561317 IRS NUMBER: 461288508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-102 FILM NUMBER: 18905949 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 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012R, LLC DATE OF NAME CHANGE: 20121030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW EU Investors V, LLC CENTRAL INDEX KEY: 0001561325 IRS NUMBER: 461288647 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-103 FILM NUMBER: 18905950 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 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012S,LLC DATE OF NAME CHANGE: 20121030 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-104 FILM NUMBER: 18905951 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 EU Investors II, LLC CENTRAL INDEX KEY: 0001590125 IRS NUMBER: 463938910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-105 FILM NUMBER: 18905952 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 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012U LLC DATE OF NAME CHANGE: 20131025 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-106 FILM NUMBER: 18905953 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 EU Investors VII, LLC CENTRAL INDEX KEY: 0001590122 IRS NUMBER: 463938976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-107 FILM NUMBER: 18905954 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 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012W LLC DATE OF NAME CHANGE: 20131025 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-108 FILM NUMBER: 18905955 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: KW EU Investors IX, LLC CENTRAL INDEX KEY: 0001590120 IRS NUMBER: 463939059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-109 FILM NUMBER: 18905956 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 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012Y LLC DATE OF NAME CHANGE: 20131025 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-11 FILM NUMBER: 18905859 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 X, LLC CENTRAL INDEX KEY: 0001590119 IRS NUMBER: 463939094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-110 FILM NUMBER: 18905957 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 FORMER COMPANY: FORMER CONFORMED NAME: KW 2012Z LLC DATE OF NAME CHANGE: 20131025 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-111 FILM NUMBER: 18905958 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 Cypress, LLC CENTRAL INDEX KEY: 0001590025 IRS NUMBER: 463904963 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-112 FILM NUMBER: 18905959 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: KW Tacoma Condos, LLC CENTRAL INDEX KEY: 0001590029 IRS NUMBER: 463904963 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-113 FILM NUMBER: 18905960 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 Desert Ramrod, LLC CENTRAL INDEX KEY: 0001590032 IRS NUMBER: 463905108 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-114 FILM NUMBER: 18905961 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 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-115 FILM NUMBER: 18905962 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 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-116 FILM NUMBER: 18905963 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: 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-117 FILM NUMBER: 18905964 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 Taylor Yard 55, LLC CENTRAL INDEX KEY: 0001590036 IRS NUMBER: 463905403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-118 FILM NUMBER: 18905965 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 Hilltop Manager II, LLC CENTRAL INDEX KEY: 0001590205 IRS NUMBER: 463905452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-119 FILM NUMBER: 18905966 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-12 FILM NUMBER: 18905860 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 2013J LLC CENTRAL INDEX KEY: 0001590037 IRS NUMBER: 463805513 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-120 FILM NUMBER: 18905967 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-121 FILM NUMBER: 18905968 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 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-122 FILM NUMBER: 18905969 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 University Glen Manager, LLC CENTRAL INDEX KEY: 0001590040 IRS NUMBER: 463915812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-123 FILM NUMBER: 18905970 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 2013M LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Harbor II, LLC CENTRAL INDEX KEY: 0001590054 IRS NUMBER: 463915857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-124 FILM NUMBER: 18905971 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 2013N LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Hillcrest Shopping Center, LLC CENTRAL INDEX KEY: 0001590101 IRS NUMBER: 463915903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-125 FILM NUMBER: 18905972 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 2013O LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Albuquerque Far North, LLC CENTRAL INDEX KEY: 0001590066 IRS NUMBER: 463916358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-126 FILM NUMBER: 18905973 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 2013T LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW MW Mullan, LLC CENTRAL INDEX KEY: 0001590060 IRS NUMBER: 463920601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-127 FILM NUMBER: 18905974 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 2013Y LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Eden Plaza, LLC CENTRAL INDEX KEY: 0001590086 IRS NUMBER: 463920736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-128 FILM NUMBER: 18905975 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 2013AA LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Portland Southgate, LLC CENTRAL INDEX KEY: 0001590221 IRS NUMBER: 463929902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-129 FILM NUMBER: 18905976 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 2013DD LLC DATE OF NAME CHANGE: 20131028 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-13 FILM NUMBER: 18905861 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 2013EE LLC CENTRAL INDEX KEY: 0001590222 IRS NUMBER: 463926730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-130 FILM NUMBER: 18905977 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 PRS Investor, LLC CENTRAL INDEX KEY: 0001590223 IRS NUMBER: 463926759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-131 FILM NUMBER: 18905978 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 2013FF LLC DATE OF NAME CHANGE: 20131028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Rosewood Premiere, LLC CENTRAL INDEX KEY: 0001590224 IRS NUMBER: 463926828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-132 FILM NUMBER: 18905979 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 2013GG LLC DATE OF NAME CHANGE: 20131031 FORMER COMPANY: FORMER CONFORMED NAME: KW 2913GG LLC DATE OF NAME CHANGE: 20131028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW River Pointe Premiere, LLC CENTRAL INDEX KEY: 0001590225 IRS NUMBER: 463926914 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-133 FILM NUMBER: 18905980 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 2013HH LLC DATE OF NAME CHANGE: 20131028 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-134 FILM NUMBER: 18905981 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 Riverdale & 36, LLC CENTRAL INDEX KEY: 0001590100 IRS NUMBER: 463916010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-135 FILM NUMBER: 18905982 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 Riverdale & 36 DATE OF NAME CHANGE: 20180214 FORMER COMPANY: FORMER CONFORMED NAME: KW 2013P LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW 400 California Member, LLC CENTRAL INDEX KEY: 0001590099 IRS NUMBER: 463916138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-136 FILM NUMBER: 18905983 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 2013Q LLC DATE OF NAME CHANGE: 20131024 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-137 FILM NUMBER: 18905984 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-138 FILM NUMBER: 18905985 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 CIG Management Services, LLC CENTRAL INDEX KEY: 0001590098 IRS NUMBER: 463915201 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-139 FILM NUMBER: 18905986 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 2013R LLC DATE OF NAME CHANGE: 20131024 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-14 FILM NUMBER: 18905862 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 2013LL LLC CENTRAL INDEX KEY: 0001590145 IRS NUMBER: 463927126 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-140 FILM NUMBER: 18905987 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 Terra West Sponsor, LLC CENTRAL INDEX KEY: 0001590065 IRS NUMBER: 463916408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-141 FILM NUMBER: 18905988 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 2013U LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Hanover Quay, LLC CENTRAL INDEX KEY: 0001590064 IRS NUMBER: 463916487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-142 FILM NUMBER: 18905989 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 2013V LLC DATE OF NAME CHANGE: 20131024 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-143 FILM NUMBER: 18905990 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 2013NN LLC CENTRAL INDEX KEY: 0001590142 IRS NUMBER: 463927224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-144 FILM NUMBER: 18905991 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: Kennedy Wilson Property Equity VI, LLC CENTRAL INDEX KEY: 0001590063 IRS NUMBER: 463915632 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-145 FILM NUMBER: 18905992 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 2013W LLC DATE OF NAME CHANGE: 20131024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Kennedy Wilson Property Services VI, LLC CENTRAL INDEX KEY: 0001590062 IRS NUMBER: 463920569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-146 FILM NUMBER: 18905993 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 2013X LLC DATE OF NAME CHANGE: 20131024 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-147 FILM NUMBER: 18905994 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 2013PP LLC CENTRAL INDEX KEY: 0001590140 IRS NUMBER: 463927324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-148 FILM NUMBER: 18905995 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 LV 3 Sponsor, LLC CENTRAL INDEX KEY: 0001590059 IRS NUMBER: 463920650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-149 FILM NUMBER: 18905996 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 2013Z LLC DATE OF NAME CHANGE: 20131024 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-15 FILM NUMBER: 18905863 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: KW NB LLC CENTRAL INDEX KEY: 0001590089 IRS NUMBER: 463920773 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-150 FILM NUMBER: 18905997 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 2013BB LLC DATE OF NAME CHANGE: 20131024 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-151 FILM NUMBER: 18905998 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 2013QQ LLC CENTRAL INDEX KEY: 0001590139 IRS NUMBER: 463927382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-152 FILM NUMBER: 18905999 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 Camarillo Land, LLC CENTRAL INDEX KEY: 0001590090 IRS NUMBER: 463920817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-153 FILM NUMBER: 18906000 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 2013CC LLC DATE OF NAME CHANGE: 20131024 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-154 FILM NUMBER: 18906001 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 2013SS LLC CENTRAL INDEX KEY: 0001590137 IRS NUMBER: 463927471 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-155 FILM NUMBER: 18906002 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 2013TT LLC CENTRAL INDEX KEY: 0001590136 IRS NUMBER: 463927557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-156 FILM NUMBER: 18906003 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 2013UU LLC CENTRAL INDEX KEY: 0001590135 IRS NUMBER: 463927600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-157 FILM NUMBER: 18906004 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 2013VV LLC CENTRAL INDEX KEY: 0001590133 IRS NUMBER: 463938599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-158 FILM NUMBER: 18906005 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 2013WW LLC CENTRAL INDEX KEY: 0001590132 IRS NUMBER: 463938668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-159 FILM NUMBER: 18906006 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 2016O, LLC CENTRAL INDEX KEY: 0001688252 IRS NUMBER: 814193289 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-16 FILM NUMBER: 18905864 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 2013XX LLC CENTRAL INDEX KEY: 0001590130 IRS NUMBER: 463938712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-160 FILM NUMBER: 18906007 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 2013YY LLC CENTRAL INDEX KEY: 0001590129 IRS NUMBER: 463938770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-161 FILM NUMBER: 18906008 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 2013ZZ LLC CENTRAL INDEX KEY: 0001590127 IRS NUMBER: 463838810 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-162 FILM NUMBER: 18906009 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 2016P, LLC CENTRAL INDEX KEY: 0001688255 IRS NUMBER: 814193337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-17 FILM NUMBER: 18905865 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 2016Q, LLC CENTRAL INDEX KEY: 0001688256 IRS NUMBER: 814193504 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-18 FILM NUMBER: 18905866 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-19 FILM NUMBER: 18905867 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-20 FILM NUMBER: 18905868 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 2016T, LLC CENTRAL INDEX KEY: 0001688259 IRS NUMBER: 814193832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-21 FILM NUMBER: 18905869 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 2016U, LLC CENTRAL INDEX KEY: 0001688260 IRS NUMBER: 814193875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-22 FILM NUMBER: 18905870 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 2016V, LLC CENTRAL INDEX KEY: 0001688261 IRS NUMBER: 814202248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-23 FILM NUMBER: 18905871 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-24 FILM NUMBER: 18905872 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-25 FILM NUMBER: 18905873 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-26 FILM NUMBER: 18905874 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-27 FILM NUMBER: 18905875 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 Properties, Ltd. CENTRAL INDEX KEY: 0001531939 IRS NUMBER: 954697159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-28 FILM NUMBER: 18905876 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, Inc. CENTRAL INDEX KEY: 0001531940 IRS NUMBER: 954812579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-29 FILM NUMBER: 18905877 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 II, Inc. CENTRAL INDEX KEY: 0001531903 IRS NUMBER: 203693493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-30 FILM NUMBER: 18905878 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-31 FILM NUMBER: 18905879 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-32 FILM NUMBER: 18905880 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 II, Inc. CENTRAL INDEX KEY: 0001531901 IRS NUMBER: 203812712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-33 FILM NUMBER: 18905881 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-34 FILM NUMBER: 18905882 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-35 FILM NUMBER: 18905883 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-36 FILM NUMBER: 18905884 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: K-W Properties CENTRAL INDEX KEY: 0001531938 IRS NUMBER: 954492564 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-37 FILM NUMBER: 18905885 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 GP, LLC CENTRAL INDEX KEY: 0001531898 IRS NUMBER: 263806726 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-38 FILM NUMBER: 18905886 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 BASGF II Manager, LLC CENTRAL INDEX KEY: 0001531909 IRS NUMBER: 205523327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-39 FILM NUMBER: 18905887 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: KWF Investors I, LLC CENTRAL INDEX KEY: 0001531926 IRS NUMBER: 273337920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-40 FILM NUMBER: 18905888 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: KWF Investors III, LLC CENTRAL INDEX KEY: 0001531928 IRS NUMBER: 274110400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-41 FILM NUMBER: 18905889 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: KWF Manager I, LLC CENTRAL INDEX KEY: 0001531931 IRS NUMBER: 273337771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-42 FILM NUMBER: 18905890 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: KWF Manager II, LLC CENTRAL INDEX KEY: 0001531942 IRS NUMBER: 273788479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-43 FILM NUMBER: 18905891 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 Manager III, LLC CENTRAL INDEX KEY: 0001531932 IRS NUMBER: 274110811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-44 FILM NUMBER: 18905892 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 Overseas Investments, Inc. CENTRAL INDEX KEY: 0001531895 IRS NUMBER: 202715619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-45 FILM NUMBER: 18905893 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: Fairways 340 Corp. CENTRAL INDEX KEY: 0001531914 IRS NUMBER: 204169707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-46 FILM NUMBER: 18905894 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 - Richmond, LLC CENTRAL INDEX KEY: 0001531925 IRS NUMBER: 262852263 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-47 FILM NUMBER: 18905895 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: 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-48 FILM NUMBER: 18905896 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 Loan Partners I, LLC CENTRAL INDEX KEY: 0001531916 IRS NUMBER: 271944476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-49 FILM NUMBER: 18905897 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 Summer House Manager, LLC CENTRAL INDEX KEY: 0001531923 IRS NUMBER: 272502491 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-50 FILM NUMBER: 18905898 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 Montclair, LLC CENTRAL INDEX KEY: 0001531918 IRS NUMBER: 262942185 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-51 FILM NUMBER: 18905899 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 Serenade Manager, LLC CENTRAL INDEX KEY: 0001531922 IRS NUMBER: 273271987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-52 FILM NUMBER: 18905900 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-53 FILM NUMBER: 18905901 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 Redmond Manager, LLC CENTRAL INDEX KEY: 0001531920 IRS NUMBER: 262773678 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-54 FILM NUMBER: 18905902 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: Dillingham Ranch Aina LLC CENTRAL INDEX KEY: 0001531891 IRS NUMBER: 204635382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-55 FILM NUMBER: 18905903 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-56 FILM NUMBER: 18905904 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-57 FILM NUMBER: 18905905 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 Fund Management Group, LLC CENTRAL INDEX KEY: 0001531894 IRS NUMBER: 208342380 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-58 FILM NUMBER: 18905906 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-59 FILM NUMBER: 18905907 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 Tech, Ltd. CENTRAL INDEX KEY: 0001531906 IRS NUMBER: 954725845 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-60 FILM NUMBER: 18905908 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-61 FILM NUMBER: 18905909 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 Auction Group, Inc. CENTRAL INDEX KEY: 0001531893 IRS NUMBER: 260808460 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-62 FILM NUMBER: 18905910 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-63 FILM NUMBER: 18905911 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 Ireland, LLC CENTRAL INDEX KEY: 0001531953 IRS NUMBER: 451840083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-64 FILM NUMBER: 18905912 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 IV, LLC CENTRAL INDEX KEY: 0001531897 IRS NUMBER: 452147199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-65 FILM NUMBER: 18905913 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-66 FILM NUMBER: 18905914 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: KWF Investors IV, LLC CENTRAL INDEX KEY: 0001531929 IRS NUMBER: 451836132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-67 FILM NUMBER: 18905915 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 Investors V, LLC CENTRAL INDEX KEY: 0001531930 IRS NUMBER: 452477455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-68 FILM NUMBER: 18905916 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: Meyers Research, LLC CENTRAL INDEX KEY: 0001560697 IRS NUMBER: 454723472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-69 FILM NUMBER: 18905917 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-70 FILM NUMBER: 18905918 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-71 FILM NUMBER: 18905919 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-72 FILM NUMBER: 18905920 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 CAPITAL CENTRAL INDEX KEY: 0001560887 IRS NUMBER: 200315687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-73 FILM NUMBER: 18905921 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-74 FILM NUMBER: 18905922 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 LOAN PARTNERS VII, LLC CENTRAL INDEX KEY: 0001560888 IRS NUMBER: 455153987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-75 FILM NUMBER: 18905923 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 VII,LLC CENTRAL INDEX KEY: 0001561006 IRS NUMBER: 900845725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-76 FILM NUMBER: 18905924 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 VII, LLC CENTRAL INDEX KEY: 0001561007 IRS NUMBER: 900846443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-77 FILM NUMBER: 18905925 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-78 FILM NUMBER: 18905926 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: KW BOISE PLAZA, LLC CENTRAL INDEX KEY: 0001561079 IRS NUMBER: 455471242 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-79 FILM NUMBER: 18905927 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 LOAN PARTNERS VIII, LLC CENTRAL INDEX KEY: 0001561009 IRS NUMBER: 364735475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-80 FILM NUMBER: 18905928 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-81 FILM NUMBER: 18905929 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-82 FILM NUMBER: 18905930 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 GP,LLC CENTRAL INDEX KEY: 0001560981 IRS NUMBER: 274786391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-83 FILM NUMBER: 18905931 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 1200 MAIN, LLC CENTRAL INDEX KEY: 0001560993 IRS NUMBER: 461064734 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-84 FILM NUMBER: 18905932 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 HARRINGTON, LLC CENTRAL INDEX KEY: 0001560966 IRS NUMBER: 460995523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-85 FILM NUMBER: 18905933 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 5200 LANKERSHIM MANAGER, LLC CENTRAL INDEX KEY: 0001561214 IRS NUMBER: 460941753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-86 FILM NUMBER: 18905934 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 X, LLC CENTRAL INDEX KEY: 0001561212 IRS NUMBER: 461265534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-87 FILM NUMBER: 18905935 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: KWF Manager XI, LLC CENTRAL INDEX KEY: 0001561225 IRS NUMBER: 461264104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-88 FILM NUMBER: 18905936 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: KWF Manager XII, LLC CENTRAL INDEX KEY: 0001561261 IRS NUMBER: 461271047 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-89 FILM NUMBER: 18905937 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: 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-90 FILM NUMBER: 18905938 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 XIII, LLC CENTRAL INDEX KEY: 0001561222 IRS NUMBER: 461271308 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-91 FILM NUMBER: 18905939 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 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-92 FILM NUMBER: 18905940 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: 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-93 FILM NUMBER: 18905941 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: KW Richfield Plaza, LLC CENTRAL INDEX KEY: 0001561262 IRS NUMBER: 461278805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-94 FILM NUMBER: 18905942 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 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-95 FILM NUMBER: 18905943 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: 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-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-96 FILM NUMBER: 18905944 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 Securities, LLC CENTRAL INDEX KEY: 0001561272 IRS NUMBER: 461279113 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-97 FILM NUMBER: 18905945 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 Victory Land Loan, LLC CENTRAL INDEX KEY: 0001561263 IRS NUMBER: 461279225 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-225709-98 FILM NUMBER: 18905946 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 S-4 1 d524253ds4.htm S-4 S-4
Table of Contents

As filed with the Securities and Exchange Commission on June 18, 2018

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Kennedy-Wilson Holdings, Inc.

 

(Exact name of registrant as specified in its charter)

 

Delaware   6500   26-0508760  

151 S El Camino Drive Beverly Hills, California 90212

(310) 887-6400

 

  

 

  

 

  

 

(State or Other Jurisdiction of
Incorporation or Organization)		   (Primary Standard Industrial
Classification Code Number)		   (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   6500   95-4364537  

151 S El Camino Drive Beverly Hills, California 90212

(310) 887-6400

 

  

 

  

 

  

 

(State or Other Jurisdiction of
Incorporation or Organization)		   (Primary Standard Industrial
Classification Code Number)		   (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, 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)

With a copy 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: As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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(d) 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.  ☐

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

 

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐         Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐     

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities to be Registered  

Amount to be

Registered

  

Maximum Offering

Price Per Note(1)

  

Maximum Aggregate

Offering Price

  

Amount of

Registration Fee

5.875% Senior Notes due 2024 of Kennedy-Wilson, Inc.

   $250,000,000   100% of principal amount   $250,000,000   $31,125

Guarantees of 5.875% Senior Notes due 2024(2)

   N/A   N/A   N/A   $0(3)

 

 

(1) Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).

 

(2) Consists of guarantees of the 5.875% Senior Notes due 2024 of Kennedy-Wilson, Inc. by Kennedy-Wilson Holdings, Inc. and the additional guarantor registrants listed on the Table of Additional Registrants below.

 

(3) Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

Table of Contents

TABLE OF ADDITIONAL REGISTRANTS Additional Registrants (as Guarantors of 5.875% Senior Notes due 2024)

 

Exact Name of Registrant as Specified in
its Charter

   State or
Other
Jurisdiction
of
Incorporation
or
Organization		   I.R.S.
Employer
Identification
Number		   Primary
Standard
Industrial
Classification
Code Number		  

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

Kennedy-Wilson Properties, Ltd.   DE   95-4697159   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Services, Inc.   DE   95-4812579   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Services II, Inc.   DE   20-3693493   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Services III, L.P.   DE   26-1558520   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Equity, Inc.   DE   95-4812580   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Equity II, Inc.   DE   20-3812712   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Special Equity, Inc.   DE   95-4812583   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Special Equity II, Inc.   DE   20-3693618   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Special Equity III, LLC   DE   26-1558607   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

K-W Properties   CA   95-4492564   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Services III GP, LLC   DE   26-3806726   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW BASGF II Manager, LLC   DE   20-5523327   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors I, LLC   DE   27-3337920   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors III, LLC   DE   27-4110400   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager I, LLC   DE   27-3337771   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager II, LLC   DE   27-3788479   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager III, LLC   DE   27-4110811   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Overseas Investments, Inc.   DE   20-2715619   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

Fairways 340 Corp.   DE   20-4169707   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW-Richmond, LLC   DE   26-2852263   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

SG KW Venture I Manager LLC   DE   27-1366657   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Loan Partners I LLC   DE   27-1944476   6162  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Summer House Manager, LLC   DE   27-2502491   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Montclair, LLC   DE   26-2942185   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Serenade Manager, LLC   DE   27-3271987   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

K-W Santiago Inc.   CA   95-4704530   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Redmond Manager, LLC   DE   26-2773678   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

Dillingham Ranch Aina LLC   DE   20-4635382   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

68-540 Farrington, LLC   DE   20-4879846   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Dillingham Aina LLC   DE   20-4788802   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Fund Management Group, LLC   CA   20-8342380   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson International   CA   95-3379144   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Tech, Ltd.   CA   95-4725845   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWP Financial I   CA   95-4506679   6162  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Auction Group Inc.   CA   26-0808460   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kenney-Wilson Properties, LTD.   IL   36-2709910   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

KWF Manager IV, LLC   DE   45-1836132   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Ireland, LLC   DE   45-1840083   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Equity IV, LLC   DE   45-2147199   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Real Estate Sales & Marketing   CA   45-2718656   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors IV, LLC   DE   45-1837186   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors V, LLC   DE   45-2477357   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Meyers Research, LLC   DE   45-4723472   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Armacost, LLC   DE   45-2727561   6162  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Santa Maria Land Partners Manager, LLC   DE   45-3630097   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

KW Investment Adviser, LLC   DE   45-4320018   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Capital   CA   20-0315687   6199  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Four Points LLC   DE   45-5152394   6162  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Loan Partners VII, LLC   DE   45-5153987   6162  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors VII, LLC   DE   90-0845725   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager VII, LLC   DE   90-0846443   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Residential Capital, LLC   DE   46-0678305   6199  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Boise Plaza, LLC   DE   45-5471242   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Loan Partners VIII, LLC   DE   36-4735475   6162  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

Kennedy Wilson Property Services IV, L.P.   DE   27-4787414   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Services IV GP, LLC   DE   27-4786391   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Loan Partners II, LLC   DE   46-0961139   6162  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 1200 Main, LLC   DE   46-1064734   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Harrington LLC   DE   46-0995523   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 5200 Lankershim Manager, LLC   DE   46-0941753   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager X, LLC   DE   46-1265534   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager XI, LLC   DE   46-1264104   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager XII, LLC   DE   46-1271047   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

KW Real Estate Venture XIII, LLC   DE   46-1265831   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager XIII, LLC   DE   46-1271308   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Loan Partners III, LLC   DE   46-1271589   6162  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors I, LLC   DE   46-1271662   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Richfield Plaza, LLC   DE   46-1278805   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Currier Square Shopping Center, LLC   DE   46-1278901   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Creekview Shopping Center, LLC   DE   46-1279003   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Securities, LLC   DE   46-1279113   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Victory Land Loan, LLC   DE   46-1279225   6162  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

KW Victory Plaza Loan, LLC   DE   46-1288205   6162  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors III, LLC   DE   46-1288281   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors IV, LLC   DE   46-1288508   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors V, LLC   DE   46-1288647   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2012T LLC   DE   46-3938854   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors II, LLC   DE   46-3938910   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Country Ridge IX, LLC   DE   46-3938942   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors VII, LLC   DE   46-3938976   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors VIII, LLC   DE   46-3939009   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

KW EU Investors IX, LLC   DE   46-3939059   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors X, LLC   DE   46-3939059   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Park Santa Fe, LLC   DE   46-3904750   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Cypress, LLC   DE   46-3904963   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Tacoma Condos, LLC   DE   46-3905022   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Desert Ramrod, LLC   DE   46-3905108   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Red Cliff Shopping Center, LLC   DE   46-3905153   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Holiday Village Shopping Center, LLC   DE   46-3905222   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 9350 Civic Center Drive, LLC   DE   46-3905357   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

KW Taylor Yard 55, LLC   DE   46-3905403   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Hilltop Manager II, LLC   DE   46-3905452   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013J LLC   DE   46-3905513   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Bozeman Investors, LLC   DE   46-3905557   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW One Baxter Way GP, LLC   DE   46-3915723   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW University Glen Manager, LLC   DE   46-3915812   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Harbor II, LLC   DE   46-3915857   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Hillcrest Shopping Center, LLC   DE   46-3915903   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Riverdale and 36, LLC   DE   46-3916010   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

KW 400 California Member, LLC   DE   46-3916138   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW CIG Management Services, LLC   DE   46-3916201   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Albuquerque Far North, LLC   DE   46-3916358   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Terra West Sponsor, LLC   DE   46-3916408   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Hanover Quay, LLC   DE   46-3916487   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Equity VI, LLC   DE   46-3916532   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Kennedy Wilson Property

Services VI, LLC

   DE   46-3920569   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW MW Mullan, LLC   DE   46-3920601   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

KW LV 3 Sponsor, LLC   DE   46-3920650   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Eden Plaza, LLC   DE   46-3920736   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW NB LLC   DE   46-3920773   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Camarillo Land, LLC   DE   46-3920817   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Portland Southgate, LLC   DE   46-3926602   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013EE LLC   DE   46-3926730   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU PRS Investor, LLC   DE   46-3926759   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Rosewood Premiere, LLC   DE   46-3926828   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW River Pointe Premiere, LLC   DE   46-3926914   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

KW 2013II LLC   DE   46-3926967   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013JJ LLC   DE   46-3927000   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013KK LLC   DE   46-3927085   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013LL LLC   DE   46-3927126   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013MM LLC   DE   46-3927168   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013NN LLC   DE   46-3927224   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013OO LLC   DE   46-3927274   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013PP LLC   DE   46-3927324   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013QQ LLC   DE   46-3927382   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

KW 2013RR LLC   DE   46-3927427   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013SS LLC   DE   46-3927471   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013TT LLC   DE   46-3927557   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013UU LLC   DE   46-3927600   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013VV LLC   DE   46-3938599   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013WW LLC   DE   46-3938668   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013XX LLC   DE   46-3938712   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013YY LLC   DE   46-3938770   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013ZZ LLC   DE   46-3938810   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

KW 2016A LLC   DE   81-4189146   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016B LLC   DE   81-4189356   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016C LLC   DE   81-4189780   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016D LLC   DE   81-4189832   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016E LLC   DE   81-4189891   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016F LLC   DE   81-4189986   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016G LLC   DE   81-4190083   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016H LLC   DE   81-4190149   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016I LLC   DE   81-4190270   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

KW 2016J LLC   DE   81-4190483   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016K LLC   DE   81-4190377   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016L LLC   DE   81-4193152   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016M LLC   DE   81-4193197   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016N LLC   DE   81-4193244   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016O LLC   DE   81-4193289   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016P LLC   DE   81-4193337   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016Q LLC   DE   81-4193504   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016R LLC   DE   81-4193597   6531  

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		   Primary
Standard
Industrial
Classification
Code Number		  

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

KW 2016S LLC   DE   81-4193794   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016T LLC   DE   81-4193832   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016U LLC   DE   81-4193875   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016V LLC   DE   81-4202248   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016W LLC   DE   81-4202379   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016X LLC   DE   81-4202429   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016Y LLC   DE   81-4202469   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016Z LLC   DE   81-4202521   6531  

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. We may not offer or sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any jurisdiction where the offering, solicitation or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 18, 2018

PRELIMINARY PROSPECTUS

$250,000,000

 

LOGO

Kennedy-Wilson, Inc.

Exchange Offer for

5.875% Senior Notes due 2024

We are offering to issue up to $250,000,000 aggregate principal amount of our 5.875% Senior Notes due 2024, which will be fully and unconditionally guaranteed by Kennedy-Wilson Holdings, Inc., our parent company, and certain subsidiaries of Kennedy-Wilson, Inc. (the “exchange notes”), in an exchange offer that will be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for any and all of our $250,000,000 aggregate principal amount of outstanding 5.875% Senior Notes due 2024 that we issued on March 2, 2018, which are fully and unconditionally guaranteed by Kennedy-Wilson Holdings, Inc. and certain subsidiaries of Kennedy-Wilson, Inc. (the “privately placed notes”). We are offering to exchange the privately placed notes for the exchange notes to satisfy our obligations in the registration rights agreement that we entered into when the privately placed notes were sold pursuant to Rule 144A and Regulation S under the Securities Act. The privately placed notes were issued in a private placement as additional notes under an indenture pursuant to which we originally issued $300.0 million in aggregate principal amount of 5.875% Senior Notes due 2024 on March 25, 2014, an additional $350.0 million aggregate principal amount on November 18, 2014 and an additional $250.0 million aggregate principal amount on August 12, 2016 (together, the “initial notes”). The exchange offer we are making pursuant to this prospectus does not extend to the initial notes. However, when issued, the exchange notes will be fungible with the initial notes.

The Exchange Offer

 

  •   We will exchange all privately placed notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable, except in limited circumstances as described below.

 

  •   You may withdraw tenders of your privately placed notes at any time prior to the expiration date of the exchange offer.

 

  •   The exchange offer expires at midnight, New York City time, in the evening of                     , 2018, unless extended. We do not currently intend to extend the expiration date.

 

  •   The exchange of the privately placed notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.

 

  •   We will not receive any proceeds from the exchange offer.

The Exchange Notes

The terms of the exchange notes to be issued in the exchange offer are identical in all material respects to the privately placed notes, except that the exchange notes will be freely tradable, except in limited circumstances as described below.

Resales of the Exchange Notes

The exchange notes may be resold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the exchange notes on any securities exchange or market. All untendered privately placed notes will continue to be subject to the restrictions on transfer set forth in the privately placed notes and in the related indenture. In general, the privately placed notes may not be offered or sold, except in transactions that are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We currently do not anticipate that we will register the resale of the privately placed notes under the Securities Act.

See “Risk Factors” beginning on page 10 for a discussion of certain risks that you should consider before participating in the exchange offer. Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for privately placed notes where such privately placed notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. We have agreed that, for a period of 180 days after the date of this prospectus, we will make this prospectus available to any broker-dealer for use in connection with such resales. See “Plan of Distribution.”

If you are an affiliate of ours or any guarantor, or are engaged in, or intend to engage in, or have an agreement or understanding to participate in, a distribution of the exchange notes, then you cannot rely on the applicable interpretations of the Securities and Exchange Commission and you must comply with the registration requirements of the Securities Act in connection with any resale of the exchange notes.

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 this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2018.

Table of Contents

TABLE OF CONTENTS

 

Where You Can Find More Information

      ii  

Incorporation of Certain Documents by Reference

      iii  

Prospectus Summary

      1  

Risk Factors

      10  

Forward-Looking Statements

      15  

Use of Proceeds

      17  

The Exchange Offer

      18  

Description of Other Indebtedness

      29  

Description of the Notes

      32  

Material United States Federal Income Tax Consequences

      85  

Plan of Distribution

      87  

Legal Matters

      88  

Experts

      88  

You should rely only on the information contained or incorporated by reference in this prospectus or in any additional written communication prepared by or authorized by us. We have not authorized anyone to provide you with any information or represent anything about us, our financial results or the exchange offer that is not contained in or incorporated by reference into this prospectus or in any additional written communication prepared by or on behalf of us. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer to exchange the privately placed notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus or in any additional written communication prepared by or on behalf of us is accurate only as of the date on its cover page and that any information incorporated by reference herein is accurate only as of the date of the document containing such information incorporated by reference. As used in this prospectus, references to “company,” “we,” “us” and “our” and similar expressions refer to Kennedy-Wilson Holdings, Inc., and its subsidiaries, including Kennedy-Wilson, Inc., the issuer of the privately placed notes and the exchange notes, unless otherwise stated or the context otherwise requires. However, in the cover page of this prospectus and the sections of this prospectus titled “Prospectus Summary—The Exchange Offer,” “Prospectus Summary—The Exchange Notes,” “The Exchange Offer” and “Description of the Notes,” references to “company,” “we,” “us” and “our” and similar expressions refer only to Kennedy-Wilson, Inc. and not to its subsidiaries or Kennedy-Wilson Holdings, Inc.

 

i

Table of Contents

WHERE YOU CAN FIND MORE INFORMATION

Kennedy-Wilson Holdings, Inc., Kennedy-Wilson, Inc. and certain subsidiaries of Kennedy-Wilson, Inc., have filed with the United States Securities and Exchange Commission, or the SEC, a registration statement on Form S-4 under the Securities Act with respect to the exchange offer. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the exchange notes, we refer you to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and, to the extent that contract or document is filed or incorporated as an exhibit to the registration statement, we refer you to the that exhibit.

Kennedy-Wilson Holdings, Inc. is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and files periodic reports, proxy statements and other information with the SEC. Materials that it files with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website at http://www.sec.gov from which interested persons can electronically access reports, proxy statements and other information relating to SEC registrants, including our company. Kennedy-Wilson Holdings, Inc.’s common stock is listed on the New York Stock Exchange, and reports, proxy statements and other information that it provides to the New York Stock Exchange can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Our Internet website at http://www.kennedywilson.com contains information concerning us. On the Investor Relations page of that website, we provide access to all of Kennedy-Wilson Holdings, Inc.’s SEC filings free of charge, as soon as reasonably practicable after filing with the SEC. The information on, or that can be accessed through, our Internet website is not incorporated in this prospectus by reference, and you should not consider it a part of this prospectus.

 

ii

Table of Contents

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows certain issuers, including us, to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us by referring you to those documents that are considered part of this prospectus but are filed separately with the SEC. 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. 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, 2017, filed with the SEC on February 27, 2018 (File No. 001-33824);

 

  •   our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 4, 2018 (File No. 001-33824);

 

  •   our Current Reports on Form 8-K, filed with the SEC on February 5, 2018, February 28, 2018 (excluding Item 7.01 and related exhibits), March 2, 2018, March 20, 2018 (excluding Item 7.01 and the related exhibit), April 3, 2018, April 19, 2018, April 27, 2018, May 8, 2018 (excluding Item 7.01 and the related exhibit), May 29, 2018 (excluding Item 7.01 and the related exhibit) and June 14, 2018 (File No. 001-33824);

 

  •   the portions of our Proxy Statement on Schedule 14A, filed with the SEC on April 27, 2018 (File No. 001-33824), that are incorporated by reference in Part III of our Annual Report on Form 10-K referred to above; and

 

  •   any future filings of Kennedy-Wilson Holdings with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of the initial registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement, and on or after the date of this prospectus and on or prior to the completion or termination of the exchange offer (or, in the case of the reoffering of exchange notes by broker-dealers as described in this prospectus, the termination of such reoffering).

See “Where You Can Find More Information” above for further information concerning how to obtain copies of these SEC filings. This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this prospectus. We will provide without charge to each person to whom a copy of this prospectus has been delivered, upon the written or oral request of such person, a copy of any and all of the documents that have been or may be incorporated by reference into this prospectus. Requests for copies of any such document should be directed to the Secretary, Kennedy-Wilson Holdings, Inc., 151 S El Camino Drive, Beverly Hills, California 90212, phone: (310) 887-6400.

IN ORDER TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE INFORMATION NO LATER THAN                     , 2018, WHICH IS FIVE BUSINESS DAYS BEFORE THE EXPIRATION OF THE EXCHANGE OFFER.

 

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere, or incorporated by reference, in this prospectus and may not contain all of the information that may be important to you. You should carefully read this together with the entire prospectus, and the documents incorporated by reference, including the “Risk Factors” section, the historical financial statements and the notes to those financial statements. As used in this section of the prospectus, the terms “we,” “Company,” “us” and “our” and similar expressions refer only to Kennedy-Wilson, Inc. and not to its subsidiaries or Kennedy-Wilson Holdings, Inc., unless otherwise stated or the context otherwise requires.

Our Company

Kennedy Wilson is a global real estate investment company. We own, operate, and invest in real estate both on our own and through our investment management platform. We focus primarily on multifamily and commercial properties located in the Western United States, United Kingdom, and Ireland. 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 March 31, 2018, we have an ownership interest in approximately 53.0 million square feet of property globally, including 27,508 multifamily rental units and 19.0 million square feet of commercial property. In addition to our core income-producing real estate, we engage in development, redevelopment and value-add initiatives through which we enhance cash flows or reposition assets to increase sale value. Additionally, as of March 31, 2018, our investment management and property services business, or IMRES, manages approximately $16 billion of IMRES assets under management, which we refer to as IMRES AUM, the majority of which we have an ownership interest in and the balance of which we manage for third parties.

As of March 31, 2018, we have 511 employees in 24 offices throughout the United States, the United Kingdom, Ireland, Jersey, Spain and Japan.

Corporate Information

Kennedy-Wilson Holdings, Inc. is a Delaware corporation. Our corporate headquarters is located at 151 S El Camino Drive, Beverly Hills, California 90212, and our telephone number is (310) 887-6400.

Ratio of Earnings to Fixed Charges

 

    Three
Months
Ended
  March 31,  		     Year Ended December 31,  
          2018                 2017                 2016                 2015                 2014                 2013        

Ratio of earnings to fixed charges(1)

     1.51       1.60       1.13       1.62       2.15       1.76  

 

(1) The ratio of earnings to fixed charges is calculated by dividing earnings by fixed charges. For this purpose, “earnings” consists of pretax income from continuing operations before noncontrolling interest and our equity in income of joint ventures plus fixed charges and 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.


 

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The Exchange Offer

In this prospectus, (1) the term “privately placed notes” refers to our outstanding 5.875% Senior Notes due 2024 and the related guarantees issued in a private placement on March 2, 2018, for a total aggregate principal amount of $250,000,000; (2) the term “exchange notes” refers to our 5.875% Senior Notes due 2024 and the related guarantees offered by this prospectus in exchange for the privately placed notes; (3) the term “initial notes” refers to the $300.0 million in aggregate principal amount of 5.875% Senior Notes due 2024 we issued in on March 25, 2014, the additional $350.0 million aggregate principal amount of such notes we issued on November 18, 2014 and the additional $250.0 million aggregate principal amount of such notes we issued on August 12, 2016; and (4) the term “notes” refers, collectively, to the privately placed notes, the exchange notes and the initial notes. As used in this section of the prospectus, the terms “we,” “us” and “our” and similar expressions refer only to Kennedy-Wilson, Inc. and not to its subsidiaries or Kennedy-Wilson Holdings, Inc.

The summary below describes the principal terms of the exchange offer. See also the section of this prospectus titled “The Exchange Offer,” which contains a more detailed description of the terms and conditions of the exchange offer.

 

General

In connection with a private placement, we entered into a registration rights agreement with the purchasers of the privately placed notes in which we agreed, among other things, to use our reasonable best efforts to cause the exchange offer described in this prospectus to be consummated on the earliest practicable date after the registration statement of which this prospectus forms a part has become effective, but in no event later than August 29, 2018. You are entitled to exchange in the exchange offer your privately placed notes for exchange notes, which are identical in all material respects to the privately placed notes except:

 

  •   the offer and sale of the exchange notes will have been registered under the Securities Act; the exchange notes are not entitled to any registration rights that are applicable to the privately placed notes under the registration rights agreement; and

 

  •   the provisions of the registration rights agreement that provide for payment of additional amounts upon a registration default are no longer applicable.

 

The Exchange Offer

We are offering to exchange up to $250,000,000 aggregate principal amount of our 5.875% Senior Notes due 2024 and the related guarantees, the offer and sale of which have been registered under the Securities Act, for any and all of our outstanding privately placed notes and the related guarantees, which we issued on March 2, 2018. The privately placed notes may be exchanged only in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. Subject to the satisfaction or waiver of specified conditions, we will exchange the exchange notes for all privately placed notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration of the exchange offer.


 

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Resale

Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for privately placed notes may be offered for resale, resold and otherwise transferred by you (unless you are our “affiliate” within the meaning of Rule 405 under the Securities Act) without the requirement to comply with the registration and prospectus-delivery provisions of the Securities Act, provided that:

 

  •   you are acquiring the exchange notes in the ordinary course of your business; and

 

  •   you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.

 

  If you are a broker-dealer and receive exchange notes for your own account in exchange for privately placed notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

 

Expiration Date

The exchange offer expires at midnight, New York City time, in the evening of                     , 2018, unless extended by us. We do not currently intend to extend the expiration date.

 

Withdrawal

You may withdraw any tender of your privately placed notes at any time prior to the expiration of the exchange offer. We will return to you any of your privately placed notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offer.

 

Interest on the Exchange Notes and the Privately Placed Notes

Each privately placed note bears interest at the rate of 5.875% per annum from the most recent date on which interest has been paid on the privately placed notes or, if no interest has been paid, from October 1, 2017. Interest is payable on April 1 and October 1 of each year and, in the case of the exchange notes, will accrue from, and including, April 1, 2018. No interest will be paid on privately placed notes following their acceptance for exchange.

 

Conditions to the Exchange Offer

The exchange offer is subject to customary conditions, which we may assert or waive. See “The Exchange Offer—Conditions to the Exchange Offer.”

 

Procedures for Tendering Privately Placed Notes

If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or



 

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otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the privately placed notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.

 

  If you hold privately placed notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offer, you must comply with the procedures under DTC’s Automated Tender Offer Program by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

 

  •   you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

 

  •   you are not an “affiliate” of ours or of any guarantor within the meaning of Rule 405 under the Securities Act;

 

  •   you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;

 

  •   you are acquiring the exchange notes in the ordinary course of your business; and

 

  •   if you are a broker-dealer that receives exchange notes for your own account in exchange for privately placed notes that were acquired as a result of market-making activities or other trading activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.

 

Special Procedures for Beneficial Owners

If you are a beneficial owner of privately placed notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those privately placed notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those privately placed notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your privately placed notes, either make appropriate arrangements to register ownership of the privately placed notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

 

Guaranteed Delivery Procedures

If you wish to tender your privately placed notes and your privately placed notes are not immediately available or you cannot deliver your privately placed notes, the letter of transmittal or any other required



 

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documents, or you cannot comply with the procedures under DTC’s Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you must tender your privately placed notes according to the guaranteed delivery procedures described under “The Exchange Offer—Guaranteed Delivery Procedures.”

 

Effect on Holders of Privately Placed Notes

As a result of the making of, and upon acceptance for exchange of all validly tendered privately placed notes pursuant to the terms of, the exchange offer, we will have fulfilled a covenant under the registration rights agreement. Accordingly, there will be no increase in the interest rate on the privately placed notes under the circumstances described in the registration rights agreement. If you do not tender your privately placed notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the privately placed notes as set forth in the indenture under which the privately placed notes were issued, except we will not have any further obligation to you to provide for the exchange and registration of the privately placed notes and related guarantees under the registration rights agreement. To the extent that privately placed notes are tendered and accepted in the exchange offer, the trading market for privately placed notes could be adversely affected.

 

Consequences of Failure to Exchange

All untendered privately placed notes will continue to be subject to the restrictions on transfer set forth in the privately placed notes and in the indenture under which the privately placed notes were issued. In general, the privately placed notes may not be offered or sold, except in a transaction that is registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not anticipate that we will register the offer and sale of the privately placed notes under the Securities Act.

 

U.S. Federal Income Tax Consequences of the Exchange Offer

The exchange of privately placed notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See “Material United States Federal Income Tax Consequences.”

 

Use of Proceeds

We will not receive any cash proceeds from the issuance of exchange notes in the exchange offer. See “Use of Proceeds.”

 

Exchange Agent

Wilmington Trust, National Association, will be the exchange agent for the exchange offer. The addresses and telephone numbers of the exchange agent are set forth under “The Exchange Offer—Exchange Agent.”


 

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The Exchange Notes

The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Notes” section of this prospectus contains more detailed descriptions of the terms and conditions of the privately placed notes and the exchange notes. The exchange notes will have terms identical in all material respects to the privately placed notes, except that the offer and sale of the exchange notes will be registered under the Securities Act and the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the registration rights agreement. As used in this section of the prospectus, the terms “we,” “us” and “our” and similar expressions refer only to Kennedy-Wilson, Inc. and not to its subsidiaries or Kennedy-Wilson Holdings, Inc., unless otherwise stated or the context otherwise requires.

 

Issuer

Kennedy-Wilson, Inc.

 

Securities Offered

$250,000,000 in aggregate principal amount of 5.875% Senior Notes due 2024 and the related guarantees.

 

Initial Notes

We issued $300.0 million in aggregate principal amount of 5.875% Senior Notes due 2024 on March 25, 2014, an additional $350.0 million aggregate principal amount on November 18, 2014 and an additional $250.0 million aggregate principal amount on August 12, 2016, which we refer to the as the initial notes.

 

  The exchange notes will be fungible with the initial notes and will be treated as a single series with the initial notes under the indenture governing the same. Holders of the exchange notes, the privately placed notes and the initial notes will vote as one class under the indenture.

 

Maturity

April 1, 2024.

 

Interest Rate

The exchange notes bear interest at a rate of 5.875% per annum.

 

Interest Payment Dates

The interest on the exchange notes is payable on April 1 and October 1 of each year, beginning on October 1, 2018. Interest will accrue from the most recent date on which interest has been paid on the privately placed notes or the exchange notes or, if no interest has been paid, from April 1, 2018.

 

Guarantees

The exchange notes will be guaranteed by Kennedy-Wilson Holdings, Inc. and, subject to certain exceptions, each material existing and future domestic subsidiary of Kennedy-Wilson, Inc. The guarantees by the guarantors of the exchange notes will rank equally in right of payment to all existing and future senior indebtedness of the guarantors and senior in right of payment to any of the guarantor’s existing and future subordinated indebtedness.

 

Ranking

The exchange notes will be our senior unsecured obligations and will:

 

  •   rank senior in right of payment to all of our future subordinated indebtedness;


 

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  •   rank equally in right of payment with all our future senior indebtedness; be effectively subordinated in right of payment to all of our secured indebtedness to the extent of the value of the assets securing such debt; and

 

  •   be structurally subordinated in right of payment to all existing and future indebtedness of any of our subsidiaries that do not guarantee the exchange notes.

 

  As of March 31, 2018:

 

  •   we and our subsidiaries that will be the initial guarantors of the exchange notes had approximately $2,497.7 million of total senior indebtedness outstanding ($1,222.7 million of which was secured non-recourse mortgages and $1,275.0 million was senior unsecured indebtedness, consisting of the principal amount of the privately placed notes, $900.0 million principal amount of the initial notes, and $125.0 million outstanding under our term loan), excluding debt premium and discount and capitalized loan fees; and

 

  •   we had no outstanding balances under our unsecured revolving line of credit and had $500.0 million of availability under this facility.

 

  In addition, as of such date, we and the initial subsidiary guarantors had $84.8 million aggregate principal amount of guarantees that we and those guarantors provided in connection with loans secured by consolidated assets and assets held in various joint ventures that have recourse to us and our guarantors.

 

 

For the three months ended March 31, 2018 and the year ended December 31, 2017, the revenues of our non-guarantor subsidiaries constituted approximately 72.6% and 76.5%, respectively, of Kennedy-Wilson Holdings’ consolidated revenues, and the operating income of our non-guarantor subsidiaries for such periods was approximately $37.6 million and $198.1 million, respectively. As of March 31, 2018, the total assets of those subsidiaries constituted approximately 70.1% of Kennedy-Wilson Holdings’ consolidated total assets, and those subsidiaries had approximately $2,071.1 million of secured non-recourse mortgage indebtedness (excluding debt premium and discount and capitalized loan fees) and $1,379.2 million of unsecured bonds, of which none has recourse to us. However, these figures are as of March 31, 2018 and do not reflect transactions that we have entered into after that date, or future transactions that we may enter into. Depending on the particular terms of any acquisition or other transaction that one or more of our subsidiaries may enter into, those subsidiaries may not be required by the terms of the indenture to guarantee the notes. Accordingly, these figures may fluctuate from time to time, and these figures may



 

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increase or decrease materially in future periods. For example, the instruments governing our acquisitions (such as the relevant loan agreement, or the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the borrower, or any related joint venture agreement or the terms of any relevant co-investment vehicle or separate account or investment program) may prohibit the relevant subsidiary from guaranteeing the notes. In many such cases, the indenture does not require our subsidiaries, including those described above, to guarantee the exchange notes. In addition, the indenture does not require certain non-material and non-wholly owned subsidiaries to guarantee the notes.

 

Optional Redemption

At any time prior to April 1, 2019, we may redeem the exchange notes, in whole or in part, at a redemption price equal to 100% of their principal amount, plus an applicable “make-whole” premium and accrued and unpaid interest, if any, to the redemption date, as described in this prospectus.

 

  At any time and from time to time on or after April 1, 2019, we may redeem the exchange notes, in whole or in part, at the redemption prices specified under the caption “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the date of redemption.

 

  There will be no sinking fund for the exchange notes.

 

Fundamental Change

Upon a fundamental change (as defined under “Description of the Notes”), we will be required to make an offer to purchase the exchange notes. The purchase price will equal 101% of the principal amount of the exchange notes being purchased on the date of purchase plus accrued and unpaid interest. We may not have sufficient funds available at the time of any fundamental change to make any required debt repayment (including repurchases of the exchange notes). See “Risk Factors—Risks Related to the Notes—We may not have the ability to raise the funds necessary to finance a fundamental change offer.”

 

Certain Covenants

The indenture governing the exchange notes contains covenants that limit our ability and the ability of certain of our subsidiaries to:

 

  •   incur or guarantee additional indebtedness;

 

  •   pay dividends or distributions on capital stock or redeem or repurchase capital stock;

 

  •   make investments; create restrictions on the payment of dividends or other amounts to us;

 

  •   sell the stock of our subsidiaries;


 

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  •   transfer or sell assets; create liens;

 

  •   enter into sale/leaseback transactions;

 

  •   enter into transactions with affiliates; and

 

  •   enter into mergers or consolidations.

 

  However, these limitations are subject to a number of important qualifications and exceptions. See “Description of the Notes—Certain Covenants.”

 

Book-Entry

The exchange notes will be issued in book-entry form and will be represented by global certificates deposited with, or on behalf of, DTC and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the exchange notes will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee; and these interests may not be exchanged for certificated notes, except in limited circumstances. See “Description of the Notes—Book-Entry, Delivery and Form” and “Description of the Notes—Exchange of Global Notes for Certificated Notes.”

 

No Listing

The exchange notes will not be listed on any securities exchange or market.

 

Risk Factors

You should carefully consider all of the information included and incorporated by reference in this prospectus. See “Risk Factors” included in this prospectus beginning on page 10. In addition, you should review the information set forth under “Forward-Looking Statements” before deciding to tender your privately placed notes in the exchange offer.


 

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RISK FACTORS

Before deciding to tender your privately placed notes in the exchange offer, you should consider the risks described below and the other information included or incorporated by reference in this prospectus, including the risks under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as well as the other reports we file from time to time with the SEC that are incorporated by reference herein. The risks and uncertainties described below and in the incorporated documents are not the only risks and uncertainties that we face. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. In any such case, the market price of our exchange notes could decline and you could lose all or part of your investment. In addition, we may not be able to make payments of interest and principal on the exchange notes. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward-Looking Statements” in this prospectus. In addition to the risk factors incorporated by reference herein, you should consider the additional risk factors below.

As used in this section of the prospectus, the terms “company,” “we,” “us” and “our” and similar expressions refer to Kennedy-Wilson Holdings, Inc. and its subsidiaries, unless otherwise stated or the context otherwise requires.

Risks Relating to the Exchange Offer

If you do not exchange your privately placed notes in the exchange offer, the transfer restrictions currently applicable to your privately placed notes will remain in force and the market price of your privately placed notes could decline.

If you do not exchange your privately placed notes for exchange notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the privately placed notes as set forth in the offering memoranda distributed in connection with the private offerings of the privately placed notes. In general, the privately placed notes may not be offered or sold unless in transactions that are registered, or exempt from registration, under, or not subject to, the Securities Act (including pursuant to Rule 144 under the Securities Act, as and when available) and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the privately placed notes under the Securities Act. You should refer to “Prospectus Summary—The Exchange Offer” and “The Exchange Offer” for information on how to tender your privately placed notes. The tender of privately placed notes under the exchange offer will reduce the aggregate principal amount of the privately placed notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the privately placed notes due to reduction in liquidity. In addition, if you do not exchange your privately placed notes in the exchange offer, you will no longer be entitled to exchange your privately placed notes for exchange notes registered under the Securities Act and you will no longer be entitled to have your privately placed notes registered for resale under the Securities Act.

Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.

We do not intend to apply for listing of the exchange notes on any securities exchange or market. The exchange notes are a new issue of securities for which there is no established public market. The initial purchasers in the private offering of the privately placed notes may make a market in the exchange notes as permitted by applicable laws and regulations. However, the initial purchasers are not obligated to make a market in any of the exchange notes, and they may discontinue their market-making activities at any time without notice. In addition, such market-making activity may be limited during the pendency of the exchange offer. Therefore, an active market for any of the exchange notes may not develop or, if developed, it may not continue. In addition,

 

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subsequent to their initial issuance, the exchange notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

Risks Relating to the Notes

Ratings of the notes may affect the market price and marketability of the notes.

The ratings of the initial notes are limited in scope and do not address all material risks relating to an investment in the exchange notes, but rather reflect only the view of each rating agency at the time the rating is issued. Securities rated below investment grade are generally subject to a higher risk of payment default and price volatility than similar, high-rated securities.

Ratings only reflect the views of the issuing rating agency or agencies, and ratings could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency. Furthermore, a rating is not a recommendation to purchase, sell or hold any particular security, including the notes. In addition, ratings do not reflect market prices or the suitability of a security for a particular investor, and any rating of the notes may not reflect all risks related to us and our business or the structure or market value of the notes. An explanation of the significance of ratings may be obtained from the applicable rating agency.

A credit rating may not be issued and may not remain in effect for any given period of time, and the applicable rating agency may lower, suspend or withdraw entirely any rating that it has issued if, in that rating agency’s judgment, the circumstances so warrant. It is also possible that any rating assigned to the notes may be lowered in connection with future events, such as future acquisitions. Holders of the notes will have no recourse against us or any other parties in the event of the issuance of a lower-than-expected rating or a change in or suspension or withdrawal of such a rating. Any lower-than-expected rating, and any lowering, suspension or withdrawal of an issued rating, may adversely affect the market price or marketability of the notes.

A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the notes from relying on that subsidiary to satisfy claims.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a subsidiary guarantee can be voided, or claims under the subsidiary guarantee may be subordinated to all other debts of that subsidiary guarantor, if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its subsidiary guarantee or, in some states, when payments become due under the subsidiary guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of the subsidiary guarantee and:

 

  •   was insolvent or rendered insolvent by reason of such incurrence;

 

  •   was engaged in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

 

  •   intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

A subsidiary guarantee may also be voided, without regard to the above factors, if a court finds that the subsidiary guarantor entered into the subsidiary guarantee with the actual intent to hinder, delay or defraud its creditors.

A court would likely find that a subsidiary guarantor did not receive reasonably equivalent value or fair consideration for its subsidiary guarantee if the subsidiary guarantor did not substantially benefit directly or

 

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indirectly from the issuance of the notes. If a court were to void a subsidiary guarantee, you would no longer have a claim against the subsidiary guarantor. Sufficient funds to repay the notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from the subsidiary guarantor.

The measures of insolvency for purposes of fraudulent transfer laws vary depending on the governing law. Generally, a subsidiary guarantor would be considered insolvent if:

 

  •   the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

 

  •   the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or

 

  •   it could not pay its debts as they became due.

Each subsidiary guarantee will contain a provision intended to limit the subsidiary guarantor’s liability to the maximum amount that it could incur without causing the incurrence of its obligations under its subsidiary guarantee to be a fraudulent transfer. This provision may not be effective to protect the subsidiary guarantees from being voided under fraudulent transfer law.

The notes will not be guaranteed by all of our subsidiaries.

The notes will not be guaranteed by a number of our subsidiaries. To the extent that any of our subsidiaries do not guarantee the notes, the notes will be structurally subordinated to all existing and future obligations, including indebtedness, of those non-guarantor subsidiaries. The claims of creditors of the non-guarantor subsidiaries, including trade creditors, will have priority as to the assets of those subsidiaries. As a result, if we default on our obligations under the notes, you will not have any claims against any of our subsidiaries that do not guarantee the notes. For the three months ended March 31, 2018 and the year ended December 31, 2017, the revenues of our non-guarantor subsidiaries constituted approximately 72.6% and 76.5%, respectively, of Kennedy-Wilson Holdings’ consolidated revenues, and the operating income of our non-guarantor subsidiaries for such periods was approximately $37.6 million and $198.1 million, respectively. As of March 31, 2018, the total assets of those subsidiaries constituted approximately 70.1% of Kennedy-Wilson Holdings’ consolidated total assets, and those subsidiaries had $2,071.1 million of secured non-recourse mortgage indebtedness (excluding debt premium and discount and capitalized loan fees) and $1,379.2 million of unsecured bonds, of which none has recourse to us. However, these figures are as of March 31, 2018 and do not reflect transactions that we have entered into after that date or future transactions that we may enter into. Depending on the particular terms of any acquisition or other transaction that one or more of our subsidiaries may enter into, those subsidiaries may not be required by the terms of the indenture governing the notes and the initial notes to guarantee the notes. Accordingly, these figures may fluctuate from time to time, and these figures may increase or decrease materially in future periods. For example, the instruments governing our acquisitions (such as the relevant loan agreement, or the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the borrower, or any related joint venture agreement or the terms of any relevant co-investment vehicle or separate account or investment program) may prohibit the relevant subsidiary from guaranteeing the notes. In many such cases, the indenture does not require our subsidiaries, including those described above, to guarantee the notes. In addition, the indenture does not require, subject to limitation, certain non-material and non-wholly owned subsidiaries to guarantee the notes.

We may not have access to the cash flow and other assets of our subsidiaries and our joint ventures that may be needed to make payment on the notes.

Although our operations are conducted through our subsidiaries and joint ventures, our subsidiaries and joint ventures are not obligated to make funds available to us for payment on the notes. Accordingly, our ability

 

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to make payments on the notes depends on the earnings of, and the distribution of funds from, our subsidiaries and joint ventures. Furthermore, our subsidiaries will be permitted under the terms of the indenture governing the notes and the initial notes, our unsecured revolving line of credit and term loan facility and the instruments governing other indebtedness to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by those subsidiaries to us. The agreements governing the future indebtedness of our subsidiaries may not permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund scheduled interest and principal payments on the notes when due. See “Description of Other Indebtedness.”

To service our indebtedness, including the notes, we will require a significant amount of cash. Our ability to generate cash depends on many factors that are beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

However, our business may not generate sufficient cash flow from operations, current capital spending projects may require significant additional funds to complete or be successful and future borrowings may not be available to us in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. If we consummate an acquisition, our debt service requirements could increase. We may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity. We may be unable to refinance any of our indebtedness, including our unsecured revolving line of credit and term loan facility, the notes and the initial notes, on commercially reasonable terms or at all.

We may not have the ability to raise the funds necessary to finance a fundamental change offer.

Upon the occurrence of a fundamental change (as defined in the indenture governing the notes and the initial notes), which includes a change of control event or a delisting of our common stock, we will be required to offer to repurchase all of the notes and the initial notes. We may have insufficient funds available to make any required repurchases of the notes and the initial notes. In addition, our unsecured credit facility provides that the occurrence of a change of control constitutes a default. Our failure to purchase tendered notes and initial notes would constitute a default under the indenture governing them, which, in turn, would constitute a default under our credit facility. See “Description of the Notes—Fundamental Change.”

An active trading market for the notes may not develop.

Prior to this exchange offer, there was no public market for the privately placed notes and only a limited public market for the initial notes. The initial purchasers of the privately placed notes may make a market in the notes, including the exchange notes and the initial notes. However, the initial purchasers may cease their market-making activities at any time. In addition, the liquidity of the trading market in the notes and the market price quoted for the notes may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the financial performance or prospects of companies in our industry generally. As a result, an active trading market may not develop or be maintained for the notes. If an active market does not develop or is not maintained, the market price of the notes may decline and the liquidity of the notes may be limited.

Furthermore, if you do not tender your privately placed notes for exchange, you will not receive any exchange notes and your privately placed notes will not be fungible with the initial notes or the exchange notes. If other holders tender their privately placed notes and you do not, then the market for the privately placed notes will also likely be adversely affected due to the reduction in the amount of privately placed notes. Each of these events will adversely affect the market and liquidity of the privately placed notes and your ability to resell your privately placed notes at a favorable price, if at all.

 

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Our debt agreements will contain restrictions that will limit our flexibility in operating our business.

The indenture governing the notes and the initial notes contains, and the agreement governing our unsecured revolving line of credit and term loan facility contains, various covenants that limit our ability to engage in specified types of transactions. These covenants limit Kennedy Wilson’s and its restricted subsidiaries’ ability to, among other things:

 

  •   incur or guarantee additional indebtedness;

 

  •   pay dividends or distributions on capital stock or redeem or repurchase capital stock;

 

  •   make investments;

 

  •   create restrictions on the payment of dividends or other amounts to us;

 

  •   sell the stock of our subsidiaries;

 

  •   transfer or sell assets;

 

  •   create liens;

 

  •   enter into sale/leaseback transactions;

 

  •   enter into transactions with affiliates; and

 

  •   enter into mergers or consolidations.

Additionally, the agreement governing our unsecured credit facility requires us to maintain certain financial ratios. A breach of any of these covenants could result in a default under the indenture governing the notes and the initial notes and the agreement governing our unsecured credit facility. We may also be unable to take advantage of business opportunities that arise because of the limitations imposed on us by the restrictive covenants under our indebtedness. See “Description of Other Indebtedness.”

Many of the restrictive covenants contained in the indenture will not apply if the notes are rated investment grade by Moody’s and S&P and no event of default has occurred and is continuing.

Many of the covenants in the indenture governing the notes and the initial notes will not apply if the notes are rated investment grade (as defined in the indenture) by Moody’s and S&P, provided that at such time no event of default with respect to the notes has occurred and is continuing. There can be no assurance that the notes will ever be rated investment grade or, if they are rated investment grade, that the notes will maintain such ratings. Termination of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force. See “Description of the Notes—Certain Covenants.”

 

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FORWARD-LOOKING STATEMENTS

As used in this section of the prospectus, the terms “we,” “us” and “our” and similar expressions refer only to Kennedy-Wilson, Inc. and not to its subsidiaries or Kennedy-Wilson Holdings, Inc., unless otherwise stated or the context otherwise requires.

Statements included or incorporated by reference in this prospectus or in other reports and statements released by us 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 our senior management based on our current estimates, expectations, forecasts and projections and include comments that express our current opinions about trends and factors that may impact future operating results. Disclosures that use words such as “believe,” “may,” “anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,” “project” or the negative of these, as well as similar expressions, are intended to identify forward-looking statements, but the absence of any of these words does not necessarily mean that a statement is not forward-looking.

Forward-looking statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of our control, and involve known and unknown risks and uncertainties that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements, expressed or implied by such forward-looking statements. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we do not guarantee 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 described and referred to under the heading “Risk Factors” on page 10 of this prospectus, including, but not limited to, the following factors:

 

  •   disruptions in general economic and business conditions, particularly in geographies where our business 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;

 

  •   high levels of unemployment and general slowdowns in commercial activity;

 

  •   our leverage and ability to refinance existing indebtedness or incur additional indebtedness;

 

  •   an increase in our debt service obligations;

 

  •   our ability to generate a sufficient amount of cash to satisfy working capital requirements and to service our existing and future indebtedness;

 

  •   our ability to achieve improvements in operating efficiency;

 

  •   foreign currency fluctuations;

 

  •   performance of our foreign currency hedge and similar instruments;

 

  •   adverse changes in the securities markets;

 

  •   our ability to retain our senior management and attract and retain qualified and experienced employees;

 

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  •   changes in tax laws in the United States (including those made by the Tax Cuts and Jobs Act enacted in December 2017), Ireland, United Kingdom, Spain, Italy or Japan that reduce or eliminate deductions or other tax benefits we receive;

 

  •   our ability to repatriate investment funds in a tax-efficient manner;

 

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

 

  •   costs relating to the acquisition of assets we may acquire could be higher than anticipated;

 

  •   our ability to retain major clients and renew related contracts; and

 

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

Any such forward-looking statements should be considered in the context of the various disclosures made by us about our businesses including, without limitation, the factors discussed above. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise.

 

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USE OF PROCEEDS

None of Kennedy-Wilson, Inc. or the guarantors will receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, Kennedy-Wilson, Inc. will receive in exchange a like principal amount of privately placed notes, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights or additional interest upon a failure to fulfill certain obligations under the registration rights agreement. The privately placed notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our capitalization.

 

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THE EXCHANGE OFFER

As used in this section of the prospectus, the terms “we,” “us” and “our” and similar expressions refer only to Kennedy-Wilson, Inc. and not to its subsidiaries or Kennedy-Wilson Holdings, Inc., unless otherwise stated or the context otherwise requires.

General

We are offering to exchange a like principal amount of exchange notes for any or all privately placed notes on the terms and subject to the conditions set forth in this prospectus and accompanying letter of transmittal. We refer to the offer as the “exchange offer.” You may tender some or all of your privately placed notes pursuant to the exchange offer, in permitted denominations.

As of the date of this prospectus, $1,150,000,000 aggregate principal amount of 5.875% Senior Notes due 2024 is outstanding. This prospectus, together with the letter of transmittal, is first being sent to all registered holders of privately placed notes known to us on or about                     , 2018. Our obligation to accept privately placed notes for exchange pursuant to the exchange offer is subject to the satisfaction or waiver of certain conditions set forth under “—Conditions to the Exchange Offer” below. We anticipate that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect of the Exchange Offer

We issued $250 million in aggregate principal amount of the privately placed notes on March 2, 2018. In connection with the private offering and sale of the privately placed notes, we and the guarantors of the notes entered into a registration rights agreement with the initial purchasers of the privately placed notes in which we agreed, under certain circumstances, to file a registration statement relating to an offer to exchange the privately placed notes for exchange notes. The following description of the registration rights agreement is only a brief summary of the agreement. It does not purport to be complete and is qualified in its entirety by reference to all of the terms, conditions and provisions of the registration rights agreement. For further information, please refer to the registration rights agreement attached as exhibits to our Current Reports on Form 8-K filed with the SEC on March 2, 2018 and listed in the exhibit index in the registration statement of which this prospectus forms a part.

Pursuant to the registration rights agreement, we agreed to use our reasonable best efforts to cause the registration statement of which this prospectus forms a party to become effective and to cause the exchange offer to be consummated on the earliest practicable date after the date such registration statement has become effective, but in no event later than August 29, 2018. The form and terms of the exchange notes will be identical in all material respects to the form and terms of the privately placed notes, except that the offer and sale of the exchange notes will be registered under the Securities Act, and the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the registration rights agreement. Pursuant to the registration rights agreement and under the circumstances set forth below, we and the guarantors of the notes agreed to use our reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the privately placed notes within the time periods specified in the registration rights agreement and to keep the shelf registration statement effective until the earliest of (i) the time when the exchange notes covered by the shelf registration statement can be sold by non-affiliates pursuant to Rule 144(b)(i) without any limitations under Rule 144(c); (ii) one year following the effective date of the shelf registration statement; or (iii) the date on which all exchange notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement. These circumstances include:

 

  •   if applicable interpretations of the staff of the SEC do not permit us to effect the exchange offer;

 

  •   if, for any other reason, we do not consummate the exchange offer on or before August 29, 2018;

 

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  •   if an initial purchaser of the outstanding notifies us following consummation of the exchange offer that privately placed notes held by it are not eligible to be exchanged for exchange notes in the exchange offer; or

 

  •   certain holders are prohibited by law or SEC policy from participating in the exchange offer or may not resell the exchange notes acquired by them in the exchange offer to the public without delivering a prospectus.

 

  •   If we fail to comply with specified obligations under the registration rights agreement, we will be required to pay additional interest to holders of the privately placed notes. Such additional interest will generally be required to be paid if: we fail to consummate the exchange offer on or before August 29, 2018;

 

  •   we are required to file a shelf registration statement because applicable interpretations of the SEC staff do not permit the us to effect the exchange offer, and we fail to file such shelf registration statement with the SEC on or before August 29, 2018 or the shelf registration statement does not become effective under the Securities Act on or before August 29, 2018;

 

  •   we are required to file a shelf registration statement for any reason other than the fact that applicable interpretations of the SEC staff do not permit us to effect the exchange offer, and we fail to file the shelf registration statement with the SEC on or before the 90th day after the date on which the shelf registration statement is required to be filed;

 

  •   after the registration statement of which this prospectus forms a part or the shelf registration statement, as the case may be, is effective, such registration statement thereafter ceases to be effective or usable (subject to certain exceptions).

If you wish to exchange your privately placed notes for exchange notes in the exchange offer, you will be required to make the following written representations:

 

  •   you will acquire the exchange notes in the ordinary course of your business;

 

  •   at the time of the commencement of the exchange offer, you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

 

  •   you are not our “affiliate” or an “affiliate” of any guarantor of the notes, as defined by Rule 405 of the Securities Act, or if you are an “affiliate,” you will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable; and

 

  •   you are not engaged in, and do not intend to engage in, a distribution of exchange notes.

Each broker-dealer that receives exchange notes for its own account in exchange for privately placed notes, where the broker-dealer acquired the privately placed notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Resale of Exchange Notes

Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus-delivery provisions of the Securities Act, if:

 

  •   you are acquiring the exchange notes in the ordinary course of your business;

 

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  •   you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

 

  •   you are not our “affiliate” or an “affiliate” of any guarantor of the notes as defined by Rule 405 of the Securities Act; and

 

  •   you are not engaged in, and do not intend to engage in, a distribution of the exchange notes.

If you are our “affiliate,” or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business, then:

 

  •   you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

 

  •   in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus-delivery requirements of the Securities Act in connection with any resale of the exchange notes.

This prospectus may be used for an offer to resell, or for the resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the privately placed notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for privately placed notes where such privately placed notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of transmittal, we will accept for exchange in the exchange offer any privately placed notes that are validly tendered and not validly withdrawn prior to the expiration date. Privately placed notes may only be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. We will issue $2,000 principal amount or an integral multiple of $1,000 in excess thereof of exchange notes in exchange for a corresponding principal amount of privately placed notes surrendered in the exchange offer. In exchange for each privately placed note surrendered in the exchange offer, we will issue exchange notes with a like principal amount.

The form and terms of the exchange notes will be identical in all material respects to the form and terms of the privately placed notes, except that the offer and sale of the exchange notes will be registered under the Securities Act and the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the registration rights agreement. The exchange notes will be issued under and entitled to the benefits of the indenture that authorized the issuance of the privately placed notes. For a description of the indenture, see “Description of the Notes.”

The exchange offer is not conditioned upon any minimum aggregate principal amount of privately placed notes being tendered for exchange.

As of the date of this prospectus, $250,000,000 aggregate principal amount of the privately placed notes is outstanding. This prospectus and the letters of transmittal are being sent to all registered holders of privately placed notes. There will be no fixed record date for determining registered holders of privately placed notes entitled to participate in the exchange offer.

 

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We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. privately placed notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and be entitled to the rights and benefits that such holders have under the indenture relating to such holders’ series of privately placed notes and the registration rights agreement, except we will not have any further obligations to provide for the registration of the privately placed notes under the registration rights agreement.

We will be deemed to have accepted for exchange properly tendered privately placed notes when we have given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer and to refuse to accept privately placed notes for exchange upon the occurrence of any of the conditions specified below under “—Conditions to the Exchange Offer.”

If you tender your privately placed notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of privately placed notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read the information under the caption “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions, Amendments

As used in this prospectus, the term “expiration date” means midnight, New York City time, in the evening of                     , 2018. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of such exchange offer.

To extend the period of time during which an exchange offer is open, we will notify the exchange agent of any extension by written notice, followed by notification by press release or other public announcement to the registered holders of the privately placed notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. The notification will set forth, among other things, the approximate number of privately placed notes tendered to date.

We reserve the right, in our sole discretion:

 

  •   to delay accepting for exchange any privately placed notes (only in the case that we amend or extend the exchange offer);

 

  •   to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “—Conditions to the Exchange Offer” have not been satisfied by giving written notice of such delay, extension or termination to the exchange agent; and

 

  •   subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in such offer period following notice of the material change.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the registered holders of the privately placed notes. If we amend an exchange offer in a manner that we determine to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable privately placed notes of that amendment.

 

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Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any privately placed notes, and we may terminate or amend the exchange offer as provided in this prospectus prior to the expiration date if in our reasonable judgment:

 

  •   the exchange offer, or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

 

  •   any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

In addition, we will not be obligated to accept for exchange the privately placed notes of any holder that has not made to us:

 

  •   the representations described under “—Purpose and Effect of the Exchange Offer” and “—Procedures for Tendering privately placed notes” and “Plan of Distribution;” and

 

  •   any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the offer and sale of the exchange notes under the Securities Act.

We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any privately placed notes by giving oral or written notice of such extension to their holders. We will return any privately placed notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any privately placed notes not previously accepted for exchange upon the occurrence of any of the conditions of the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the privately placed notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration date.

In addition, we will not accept for exchange any privately placed notes tendered, and will not issue exchange notes in exchange for any such privately placed notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

Procedures for Tendering Privately Placed Notes

To tender your privately placed notes in the exchange offer, you must comply with either of the following:

 

  •  

complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or

 

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deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “—Exchange Agent” prior to the expiration date; or

 

  •   comply with DTC’s Automated Tender Offer Program procedures described below.

In addition, you must comply with either of the following conditions:

 

  •   the exchange agent must receive certificates for privately placed notes along with the letter of transmittal prior to the expiration date;

 

  •   the exchange agent must receive a timely confirmation of book-entry transfer of privately placed notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the expiration date; or

 

  •   you must comply with the guaranteed delivery procedures described below.

Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and the letter of transmittal.

The method of delivery of privately placed notes, letters of transmittal and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing privately placed notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

If you are a beneficial owner whose privately placed notes are held in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your privately placed notes, you should promptly instruct the registered holder to tender privately placed notes on your behalf. If you wish to tender the privately placed notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your privately placed notes, either:

 

  •   make appropriate arrangements to register ownership of the privately placed notes in your name; or

 

  •   obtain a properly completed bond power from the registered holder of privately placed notes.

The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date. We are not responsible for any delays in any such transfer.

Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act, unless the privately placed notes surrendered for exchange are tendered:

 

  •   by a registered holder of the privately placed notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

 

  •   for the account of an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any privately placed notes listed on the privately placed notes, such privately placed notes must be endorsed or accompanied by a

 

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properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the privately placed notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal or any certificates representing privately placed notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also so indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

Any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the privately placed notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

 

  •   DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering privately placed notes that are the subject of the book-entry confirmation;

 

  •   the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and

 

  •   we may enforce that agreement against such participant.

DTC is referred to herein as a “book-entry transfer facility.”

Acceptance of Exchange Notes

In all cases, we will promptly issue exchange notes for privately placed notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

 

  •   privately placed notes or a timely book-entry confirmation of such privately placed notes into the exchange agent’s account at the book-entry transfer facility; and

 

  •   a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By tendering privately placed notes pursuant to the exchange offer, you will represent to us that, among other things:

 

  •   you are not our “affiliate” or an “affiliate” of any guarantor of the notes within the meaning of Rule 405 under the Securities Act;

 

  •   you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and

 

  •   you are acquiring the exchange notes in the ordinary course of your business.

In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for privately placed notes must represent that such privately placed notes were acquired by that broker-dealer as a result

 

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of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

Our interpretation of the terms and conditions of the exchange offer, including the letters of transmittal and the instructions to the letters of transmittal, and our resolution of all questions as to the validity, form, eligibility, including time of receipt, and acceptance of privately placed notes tendered for exchange will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular privately placed notes not properly tendered or to not accept any particular privately placed notes if the acceptance might, in our or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular privately placed notes prior to the expiration date.

Unless waived, any defects or irregularities in connection with tenders of privately placed notes for exchange must be cured before the expiration date. Neither we, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of privately placed notes for exchange, nor will we or any of them incur any liability for any failure to give notification. Any privately placed notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

Book-Entry Delivery Procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the privately placed notes at DTC and, as the book-entry transfer facility, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the privately placed notes by causing the book-entry transfer facility to transfer those privately placed notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of privately placed notes requires receipt of a confirmation of a book-entry transfer, which we refer to as a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of privately placed notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive exchange notes for tendered privately placed notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

Holders of privately placed notes who are unable to deliver confirmation of the book-entry tender of their privately placed notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their privately placed notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If you wish to tender your privately placed notes, but your privately placed notes are not immediately available or you cannot deliver your privately placed notes, the letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC’s Automatic Tender Offer Program, prior to the expiration date, you may still tender if:

 

  •   the tender is made through an eligible guarantor institution;

 

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  •   prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such privately placed notes and the principal amount of privately placed notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within two New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the privately placed notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

 

  •   the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered privately placed notes in proper form for transfer or a book-entry confirmation of transfer of the privately placed notes into the exchange agent’s account at DTC and all other documents required by the letter of transmittal, within two New York Stock Exchange trading days after the expiration date.

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your privately placed notes according to the guaranteed delivery procedures.

Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of privately placed notes at any time prior to the expiration date. For a withdrawal to be effective:

 

  •   the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “—Exchange Agent;” or

 

  •   you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

Any notice of withdrawal must:

 

  •   specify the name of the person who tendered the privately placed notes to be withdrawn;

 

  •   identify the privately placed notes to be withdrawn, including the certificate numbers and principal amount of the privately placed notes; and

 

  •   where certificates for privately placed notes have been transmitted, specify the name in which such privately placed notes were registered, if different from that of the withdrawing holder.

If certificates for privately placed notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

 

  •   the certificate numbers of the particular certificates to be withdrawn; and

 

  •   a signed notice of withdrawal with signatures guaranteed by an eligible guarantor institution, unless you are an eligible guarantor institution.

If privately placed notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn privately placed notes and otherwise comply with the procedures of the facility. We will determine, in our reasonable discretion, all questions as to the validity, form

 

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and eligibility, including time of receipt of notices of withdrawal, and our determination will be final and binding on all parties. Any privately placed notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any privately placed notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the privately placed notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn privately placed notes may be retendered by following the procedures described under “—Procedures for Tendering privately placed notes” above at any time on or prior to the expiration date.

Exchange Agent

Wilmington Trust, National Association has been appointed as the exchange agent for the exchange offer. Wilmington Trust, National Association, also acts as trustee under the indenture governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letters of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

 

By Mail or Overnight Courier:

Wilmington Trust, National Association

c/o Wilmington Trust Company

Global Capital Markets

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-1626

Attn: Workflow Management — 5th Floor

  

By Facsimile:

(302) 636-4145

Attn: Workflow Management

  

By Hand Delivery:

Wilmington Trust, National Association

c/o Wilmington Trust Company

Global Capital Markets

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-1626

Attn: Workflow Management — 5th Floor

To Confirm by Email:

DTC2@wilmingtontrust.com

Attn: Workflow Management

If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

Fees and Expenses

The registration rights agreement provide that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of privately placed notes and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person for soliciting tenders of privately placed notes pursuant to the exchange offer.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the privately placed notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will capitalize the expenses of the exchange offer and amortize them over the life of the notes.

 

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Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchanges of privately placed notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

 

  •   certificates representing privately placed notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of privately placed notes tendered;

 

  •   tendered privately placed notes are registered in the name of any person other than the person signing the letter of transmittal; or

 

  •   a transfer tax is imposed for any reason other than the exchange of privately placed notes under the exchange offer.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their privately placed notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that privately placed notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

If you do not exchange your privately placed notes for exchange notes under the exchange offer, your privately placed notes will remain subject to the restrictions on transfer of such privately placed notes:

 

  •   as set forth in the legend printed on the privately placed notes as a consequence of the issuance of the privately placed notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

 

  •   as otherwise set forth in the offering memorandum distributed in connection with the private offering of the privately placed notes.

In general, you may not offer or sell your privately placed notes except in transactions that are registered under the Securities Act or if the offer or sale is exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the privately placed notes under the Securities Act.

Other

Participating in the exchange offer is voluntary, and you should carefully consider whether to participate. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered privately placed notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any privately placed notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered privately placed notes.

 

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DESCRIPTION OF OTHER INDEBTEDNESS

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

Unsecured Credit Facility

We have a $700.0 million unsecured credit facility with a syndicate of lenders, Bank of America, N.A., as administrative agent and Bank of America, N.A. and JPMorgan Chase Bank, N.A. as letter of credit issuers. The borrower under the unsecured credit facility is Kennedy-Wilson, Inc., and the guarantors are Kennedy-Wilson Holdings, Inc. and the subsidiaries of Kennedy-Wilson Holdings, Inc. that are guarantors under the notes.

The unsecured credit facility is comprised of a $500.0 million revolving line of credit and a $200.0 million term loan facility. Loans under the revolving line of credit bear interest at a rate equal to LIBOR plus between 1.75% and 2.75%, depending on the consolidated leverage ratio as of the applicable measurement date. Loans under the term loan facility bear interest at a rate equal to LIBOR plus between 1.65% and 2.65%, depending on the consolidated leverage ratio as of the applicable measurement date. The unsecured credit facility has a maturity date of March 31, 2021. Subject to certain conditions precedent and at our option, the maturity date of the unsecured credit facility may be extended by one year.

During the three months ended March 31, 2018 and the year ended December 31, 2017, the average outstanding borrowings under the unsecured revolving credit facility were $281.1 million and $285.2 million, respectively. As of the date of this prospectus, the principal amount outstanding under this unsecured revolving credit facility is $50.0 million and the principal amount outstanding under the unsecured term loan facility is $125.0 million.

The unsecured credit facility contains customary financial, affirmative and negative covenants. The financial covenants under the credit facility require us to maintain:

 

  •   a maximum consolidated leverage ratio (as defined in the credit agreement) of not greater than 65%, measured as of the last day of each fiscal quarter;

 

  •   a minimum fixed charge coverage ratio (as defined in the credit agreement) of not less than 1.70 to 1.00, measured as of the last day of each fiscal quarter for the period of four full fiscal quarters then ended;

 

  •   a minimum consolidated tangible net worth equal to or greater than the sum of $1,066,753,000 plus an amount equal to fifty percent (50%) of net equity proceeds we receive after the date of the most recent financial statements that are available as of October 20, 2017, measured as of the last day of each fiscal quarter;

 

  •   a maximum recourse leverage ratio (as defined in the credit agreement) of not greater than an amount equal to consolidated tangible net worth as of the measurement date multiplied by 1.5, measured as of the last day of each fiscal quarter;

 

  •   a maximum secured recourse leverage ratio (as defined in the credit agreement) of not greater than 3.5% of consolidated total asset value and 3.5% of consolidated total asset value as of October 20, 2017, measured as of the last day of each fiscal quarter;

 

  •   a maximum adjusted secured leverage ratio (as defined in the credit agreement) of not greater than 55%, measured as of the last day of each fiscal quarter; and

 

  •   liquidity (as defined in the credit agreement) of at least $75 million.

 

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In addition to customary reporting and compliance requirements, the principal negative and affirmative covenants under the unsecured credit facility require us, among other things:

 

  •   not to incur indebtedness, other than those permitted by the unsecured credit facility;

 

  •   not to permit any incurrence of liens, other than those permitted by the unsecured credit facility;

 

  •   not to make or allow certain investments unless certain conditions set forth in the unsecured credit facility are satisfied;

 

  •   not to enter into a merger, consolidation, reorganization or recapitalization or to reincorporate in a different jurisdiction, liquidate or sell substantially all of our assets;

 

  •   not to engage in transactions with affiliates, other than those permitted by the unsecured credit facility;

 

  •   to maintain insurance policies with certain minimum coverage; and

 

  •   not to make a change in the principal nature of our business;

The credit agreement also provides that we must cause each of our subsidiaries that becomes a guarantor of the notes and the initial notes to become a guarantor under this credit facility.

As of March 31, 2018, we were in compliance with such covenants. We pay customary fees to the administrative agent and the lenders under our unsecured credit facility.

5.875% Senior Notes due 2024

We issued $300.0 million in aggregate principal amount of 5.875% Senior Notes due 2024 on March 25, 2014, an additional $350.0 million aggregate principal amount on November 18, 2014 and an additional $250.0 million aggregate principal amount on August 12, 2016, which we collectively refer to as the “initial notes.” We issued $250.0 million aggregate principal amount of the privately placed noted on March 2, 2018.

The exchange notes will have substantially identical terms as the initial notes, as described under “Description of the Notes,” and will be treated as a single series with the initial notes. Holders of the exchange notes, the initial notes and the private placements notes (if any remain outstanding after the consummation of this exchange offer) will vote as one class under the indenture.

KWE Senior Notes Payable

KWE issued £300 million principal amount of its 3.95% fixed-rate senior unsecured bonds due 2022 in June 2015 and additional £200 million principal amount of such bonds in September 2016, which we collectively refer to as the KWE bonds. The KWE bonds bear interest at a rate of 3.95% per annum, payable annually in arrears on June 30 of each year. KWE effectively reduced the interest rate of the KWE bonds to 3.35% per annum as a result of it entering into swap arrangements to convert 50% of the proceeds into Euros. The KWE bonds mature on June 30, 2022.

In 2015, KWE established a £2.0 billion Euro Medium Term Note Programme, or EMTN, pursuant to which KWE may issue, from time to time, up to £2.0 billion of various types of debt securities in certain markets and currencies. During the fourth quarter of 2015 and the second quarter of 2016, KWE drew down under its EMTN Programme, with the issuances of senior unsecured notes for an aggregate principal amount of €550 million, which we refer to as the KWE notes. The KWE notes accrue interest at an annual fixed rate of 3.25%, and mature in 2025.

 

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The trust deeds that govern the KWE bonds and the KWE notes contains various restrictive covenants, including, among others, limitations on KWE’s and its material subsidiaries’ ability to provide certain negative pledges. The trust deeds limit the ability of KWE and its subsidiaries to incur additional indebtedness if, on the date of such incurrence and after giving effect to the incurrence of the new indebtedness, (1) KWE’s consolidated net indebtedness (as defined in the trust deeds) would exceed 60% of KWE’s total assets (as calculated pursuant to the terms of the trust deeds); and (2) KWE’s consolidated secured indebtedness (as defined in the trust deeds) would exceed 50% of KWE’s total assets (as calculated pursuant to the terms of the trust deeds). The trust deeds also requires KWE, as of each reporting date, to maintain an interest coverage ratio (as defined in the trust deeds) of at least 1.50 to 1.00 and have unencumbered assets of no less than 125% of its unsecured indebtedness (as defined in the trust deeds). The covenants associated with the KWE Bonds and the KWE notes are not obligations of Kennedy-Wilson Holdings, Inc., and these obligations are presented as a component of our investment debt as they are unsecured obligations relating to an underlying investment of ours. As of March 31, 2018, KWE was in compliance with these covenants.

Other Consolidated Debt

In addition to the indebtedness described above, we also carry non-recourse, asset-level indebtedness on our consolidated balance sheet. As of March 31, 2018, the outstanding principal amount under these loans was $3,293.8 million (excluding debt discount), with a weighted average interest rate of 3.33% per annum and a weighted average remaining maturity of 6.0 years. As of March 31, 2018, $1,222.7 million (excluding debt discount) of this indebtedness was indebtedness of our guarantor subsidiaries and $2,071.1 million (excluding debt premium and discount and capitalized loan fees) was indebtedness of our non-guarantor subsidiaries.

 

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DESCRIPTION OF THE NOTES

In this description, the words “we,” “us,” “our” and “Issuer” refer to Kennedy-Wilson, Inc. and not to any of its subsidiaries. Certain terms used in this description are defined under the subheading “—Certain Definitions.”

On March 25, 2014 (the “Original Issue Date”), we issued $300.0 million principal amount of 5.875% Senior Notes due 2024 (the “Original Notes”) under an indenture (the “Base Indenture”), dated as of March 25, 2014, between us and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto (the “Supplemental Indenture,” and, the Base Indenture, as supplemented by the Supplemental Indenture and the Issuance Supplemental Indenture defined below, and as further supplemented through the date of this prospectus, the “Indenture”), dated as of March 25, 2014, among us, the Trustee and the initial Guarantors. On November 18, 2014, we issued an additional $350.0 million aggregate principal amount of 5.875% Senior Notes due 2024, and on August 12, 2016, we issued an additional $250.0 million aggregate principal amount of 5.875% Senior Notes due 2024 (such Notes, together with the Original Notes, the “Initial Notes”). On March 2, 2018, we issued an additional $250.0 million aggregate principal amount of 5.875% Senior Notes due 2024 (the “Privately Placed Notes”), and in connection with such issuance, we executed and delivered a supplemental indenture (the “Issuance Supplemental Indenture”) with the Trustee providing for certain terms relating to the Privately Placed Notes. We will issue and deliver 5.875% Senior Notes due 2024 (the “Exchange Notes”) in exchange for all Privately Placed Notes validly tendered and not withdrawn in this exchange offer. As used in this section, the term “Notes” refers to the Initial Notes, the Privately Placed Notes, the Exchange Notes and any other Additional Notes issued under the Indenture, collectively.

The Exchange Notes will be issued as Additional Notes under the Indenture and will be treated as a single series with the Initial Notes and, if any remain outstanding after the consummation of the exchange offer, any Privately Placed Notes. Holders of the Exchange Notes, the Initial Notes and, if any, the Privately Placed Notes will vote as one class under the Indenture. Because the Privately Placed Notes were issued in transactions that were exempt from, or not subject to, the registration and prospectus-delivery requirements of the Securities Act, they are subject to transfer restrictions. The Initial Notes are currently freely tradable by persons who are not our affiliates. Upon issuance in exchange for the Privately Placed Notes, the Exchange Notes will become fungible with the Initial Notes under the Securities Act.

The terms of the Notes include those stated in the Indenture and those that will be made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “Trust Indenture Act”). The following description is only a summary of the material provisions of the Indenture. We urge you to read the Indenture because it, not this description, defines your rights as holders of these Notes. You may request copies of the Indenture at our address set forth under the heading “Incorporation of Certain Documents by Reference.”

Brief Description of the Notes

The Notes:

 

  •   are unsecured senior obligations of the Issuer;

 

  •   are senior in right of payment to all existing and any future Subordinated Obligations of the Issuer; and

 

  •   will be guaranteed by Kennedy-Wilson Holdings, Inc. and each Subsidiary Guarantor on a senior basis.

Principal, Maturity and Interest

The Issuer previously issued $900 million aggregate principal amount of Initial Notes and $250 million aggregate principal amount of Privately Placed Notes. The Notes will be issued only in minimum denominations

 

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of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will mature on April 1, 2024. Subject to our compliance with the covenant described under the subheading “—Certain Covenants—Limitation on Indebtedness,” we are permitted to issue more notes under the Indenture in an unlimited aggregate principal amount (the “Additional Notes”), provided that if the Additional Notes are not fungible with the Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number. The Exchange Notes will constitute Additional Notes for the purposes of the Indenture, and they will initially be assigned a different CUSIP number than the Initial Notes. The existing Initial Notes, the Additional Notes offered hereby and any Additional Notes subsequently issued under the Indenture will be treated as a single series of Notes for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Holders of the Initial Notes, the Additional Notes offered hereby and any Additional Notes subsequently issued under the Indenture will vote as one class under the Indenture.

Interest on the Notes will accrue at the rate of 5.875% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. Interest on the Exchange Notes will accrue from the most recent date on which interest has been paid on the Privately Placed Notes or, if no interest has been paid on the Privately Placed Notes, from October 1, 2017. We will make each interest payment to the holders of record of these Notes on the immediately preceding March 15 and September 15, respectively. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Optional Redemption

Except as set forth below, we will not be entitled to redeem the Notes at our option.

On and after April 1, 2019, we will be entitled at our option to redeem all or a portion of these Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on April 1 of the years set forth below:

 

Period

        Redemption    
Price		  

2019

      102.938 % 

2020

      101.958 % 

2021

      100.979 % 

2022 and thereafter

      100.000 % 

Before April 1, 2017, the Issuer was entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes) originally issued at a redemption price (expressed as a percentage of principal amount) of 105.875%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount not to exceed the net cash proceeds from one or more Equity Offerings (provided that if the Equity Offering is an offering by Parent, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Issuer), provided that:

 

  •   at least 65% of such aggregate principal amount of Notes (which includes Additional Notes) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Issuer or its Affiliates); and

 

  •   each such redemption occurs within 90 days after the date of the related Equity Offering.

Prior to April 1, 2019, we will be entitled, at our option, to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and

 

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accrued and unpaid interest, if any, to, the redemption date (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be delivered electronically if held at DTC or mailed by first-class mail to each holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

“Adjusted Treasury Rate” means, with respect to any redemption date and as provided by the Issuer, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H. 15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after April 1, 2019, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the date that the applicable redemption notice is first mailed or delivered electronically if held at DTC, in each case, plus 0.50%.

“Applicable Premium” means with respect to a Note at any redemption date, as provided by the Issuer, the greater of (1) 1.00% of the principal amount of such Note on such redemption date and (2) the excess of (A) the present value at such redemption date of (i) the redemption price of such Note on April 1, 2019 (such redemption price being described in the second paragraph in this “ —Optional Redemption” section, exclusive of any accrued and unpaid interest) plus (ii) all required remaining scheduled interest payments due on such Note through April 1, 2019 (but excluding accrued and unpaid interest, if any, to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount of such Note on such redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes from the redemption date to April 1, 2019, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to April 1, 2019.

“Comparable Treasury Price” means, with respect to any redemption date, if clause (2) of the Adjusted Treasury Rate definition is applicable, the average of three, or such lesser number as is obtained by the Issuer, Reference Treasury Dealer Quotations for such redemption date.

“Quotation Agent” means the Reference Treasury Dealer selected by the Issuer.

“Reference Treasury Dealer” means each of (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc.; and (2) a primary U.S. Government securities dealer in the United States selected by U.S. Bancorp Investments, Inc., and in each case the respective successors and assigns of the foregoing.

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Issuer by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day immediately preceding date that the applicable redemption notice is first mailed or delivered electronically if held at DTC.

 

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Selection and Notice of Redemption

If we are redeeming less than all the Notes at any time, the Trustee will select Notes on a pro rata basis, by lot or by such other method in accordance with the procedures of DTC.

We will redeem Notes with principal amounts of $2,000 or less in whole and not in part. We will cause notices of redemption to be delivered electronically if held at DTC or mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. We will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

No Sinking Fund; Open Market Purchases

We are not required to make any sinking fund payments with respect to the Notes. However, under certain circumstances, we may be required to offer to purchase Notes as described under the captions “—Fundamental Change” and “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock.” We may at any time and from time to time purchase Notes in the open market or otherwise.

Guaranties

Parent and each Subsidiary Guarantor of the Issuer will jointly and severally guarantee, on a senior unsecured basis, our obligations under the Indenture and the Notes. The obligations of each Subsidiary Guarantor under its Subsidiary Guaranty are designed to be limited as necessary to prevent such Subsidiary Guaranty from constituting a fraudulent conveyance under applicable law and, therefore, will be expressly limited to the maximum amount that such Subsidiary Guaranty could guarantee without such Subsidiary Guaranty constituting a fraudulent conveyance. This limitation, however, may not be effective to prevent such Subsidiary Guaranty from constituting a fraudulent conveyance. See “Risk Factors—Risks Related to the Notes—A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the notes from relying on that subsidiary to satisfy claims.”

If a Subsidiary Guaranty were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Subsidiary Guarantor, and, depending on the amount of such indebtedness, a Subsidiary Guarantor’s liability on its Subsidiary Guaranty could be reduced to zero. See “Risk Factors—Risks Related to the Notes—A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the notes from relying on that subsidiary to satisfy claims.”

The Subsidiary Guaranty of a Subsidiary Guarantor will be deemed to be automatically and unconditionally released and discharged, without the need of any action on the part of such Subsidiary Guarantor or the Trustee or otherwise:

(1)        upon the sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor (including, for the avoidance of doubt, any transaction pursuant to which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer);

(2)        upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor;

(3)        upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary or a Non-Material Subsidiary pursuant to the terms of the Indenture;

 

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(4)        upon a legal defeasance or satisfaction and discharge of the Notes, as provided under “—Defeasance and Satisfaction and Discharge”; or

(5)        as described under “—Amendments and Waivers,”

in the case of clause (1) or (2), other than to the Issuer or a Restricted Subsidiary and as permitted by the Indenture.

Notwithstanding anything to the contrary in the Indenture, the Notes or the Guaranties, if the Issuer, due to an error made in good faith, causes any Person to execute the Supplemental Indenture or any other supplement to the Base Indenture, or any other instrument, purporting to cause such Person to guarantee the Notes and become a Subsidiary Guarantor and, at the time of such execution, such Person is not a domestic Subsidiary of the Issuer, then, notwithstanding such Supplemental Indenture or other supplement or instrument, the Subsidiary Guaranty of such Person shall automatically, and without the need for any action on the part of the Issuer, such Person or the Trustee or otherwise, be null and void, with the same force and effect as if such execution had never occurred. Without limiting the generality of the foregoing, the Issuer and such Person may nonetheless thereafter execute and deliver to the Trustee such instruments or other documents that shall memorialize the nullification of such Subsidiary Guaranty.

Not all of our Subsidiaries will guarantee the notes. Also, the joint venture and fund entities in which we have investments and their respective subsidiaries (which are not Subsidiaries of the Issuer as of the date of the Indenture) are not guarantors and are not subject to any of the obligations and covenants described hereunder. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. For the three months ended March 31, 2018 and the year ended December 31, 2017, the revenues of our non-guarantor subsidiaries constituted approximately 72.6% and 76.5%, respectively, of Parent’s consolidated revenues, and the operating income of our non-guarantor subsidiaries for such periods was approximately $37.6 million and $198.1 million, respectively. As of March 31, 2018, the total assets of those subsidiaries constituted approximately 70.1% of Parent’s consolidated total assets, and those subsidiaries had $2,071.1 million of secured non-recourse mortgage indebtedness (excluding debt premium and discount and capitalized loan fees) and $1,379.2 million of unsecured bonds, of which none has recourse to us. However, these figures are as of March 31, 2018 and do not reflect transactions that we have entered into after that date or future transactions that we may enter into. Depending on the particular terms of any acquisition or other transaction that one or more of our subsidiaries may enter into, those subsidiaries may not be required by the terms of the Indenture to guarantee the Notes. Accordingly, these figures may fluctuate from time to time, and these figures may increase or decrease materially in future periods. For example, the instruments governing our acquisitions (such as the relevant loan agreement, or the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the borrower, or any related joint venture agreement or the terms of any relevant Co-investment Vehicle or separate account or investment program) may prohibit the relevant subsidiary from guaranteeing the Notes. In many such cases, the Indenture does not require our subsidiaries, including those described above, to guarantee the Notes.

Ranking

The indebtedness evidenced by the Notes and the Guaranties will be senior unsecured obligations and will rank pari passu in right of payment with all other unsecured Senior Indebtedness of the Issuer or the applicable Guarantor, as the case may be.

As of March 31, 2018, the Issuer’s and the Guarantors’ Senior Indebtedness was approximately $2,497.7 million, of which:

 

  •   $1,222.7 million (excluding debt premium and discount and capitalized loan fees) was secured Non-Recourse Indebtedness under mortgage loans;

 

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  •   $1,275.0 million was unsecured Senior Indebtedness, consisting of the Privately Placed Notes, $900.0 million of the Initial Notes and approximately $125.0 million outstanding under the term loan facility of the Issuer’s Credit Agreement; and

 

  •   the Issuer had no Indebtedness outstanding under its revolving credit line under the Credit Agreement and had $500.0 million of availability thereunder.

In addition, as of such date, the Issuer and the Subsidiary Guarantors would have had $84.8 million aggregate principal amount of Guarantees that the Issuer and the Guarantors provided in connection with loans secured by consolidated assets and assets held in various joint ventures and that are recourse to the Issuer and the Guarantors.

The Notes and the Guaranties are unsecured obligations of the Issuer and the Guarantors, as the case may be. Secured debt and other secured obligations of the Issuer and the Guarantors will be effectively senior to the Notes and the Guaranties to the extent of the value of the assets securing such debt or other obligations. In addition, all Indebtedness and trade payables of non-guarantor Subsidiaries will be effectively senior to the Notes and the Guaranties.

Not all of our subsidiaries will guarantee the Notes. See “Risk Factors—Risks Related to the Notes—The notes will not be guaranteed by all of our subsidiaries.”

Although the Indenture contains limitations on the amount of additional Indebtedness that the Issuer and the Restricted Subsidiaries may incur, under certain circumstances the amount of such Indebtedness could be substantial and, subject to the limitations set forth in the covenants described under “—Certain Covenants—Limitation on Liens,” such Indebtedness may be secured Indebtedness. See “—Certain Covenants—Limitation on Indebtedness” and “—Limitation on Liens.”

Fundamental Change

Upon the occurrence of a Fundamental Change, each noteholder shall have the right to require that the Issuer purchase such noteholder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Within 30 days following any Fundamental Change, unless we have exercised our option to redeem all the Notes as described under “—Optional Redemption,” we will mail (or deliver electronically, if held at DTC) a notice to each noteholder with a copy to the Trustee (the “Fundamental Change Offer”) stating:

 

  •   that a Fundamental Change has occurred and that such noteholder has the right to require us to purchase such noteholder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of noteholders of record on the relevant record date to receive interest on the relevant interest payment date);

 

  •   the circumstances and relevant facts regarding such Fundamental Change (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Fundamental Change);

 

  •   the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

 

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  •   the instructions, as determined by us, consistent with the covenant described hereunder, that a noteholder must follow in order to have its Notes purchased.

We will not be required to make a Fundamental Change Offer following a Fundamental Change if a third party makes the Fundamental Change Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Fundamental Change Offer made by us and purchases all Notes validly tendered and not withdrawn under such Fundamental Change Offer or if we have exercised our option to redeem all the Notes pursuant to the provisions described under “—Optional Redemption.”

We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes as a result of a Fundamental Change. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, we will comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under the covenant described hereunder by virtue of our compliance with such securities laws or regulations.

The Fundamental Change purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Issuer and, thus, the removal of incumbent management. The Fundamental Change purchase feature is a result of negotiations between the Issuer and the underwriters of the Notes. We have no present intention to engage in a transaction involving a Change of Control and we do not foresee the occurrence of a Termination of Trading, although it is possible that, in the future, we could decide to engage in a transaction involving a Change of Control or a Termination of Trading occurs. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture or result in a Termination of Trading, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to Incur additional Indebtedness are contained in the covenants described under “—Certain Covenants—Limitation on Indebtedness,” and “—Limitation on Liens,” which limitations may terminate as described under “—Defeasance and Satisfaction and Discharge” below. Such restrictions can only be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenant, however, the Indenture will not contain any covenants or provisions that may afford holders of the Notes protection in the event of a highly leveraged transaction.

Holders may not be entitled to require us to purchase their Notes in certain circumstances involving a significant change in the composition of our Board of Directors, including in connection with a proxy contest where our Board of Directors does not approve a dissident slate of directors but approves them as continuing directors, even if our Board of Directors initially opposed the directors.

The Credit Agreement provides that the occurrence of certain change of control events with respect to the Issuer would constitute a default thereunder. Future indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Fundamental Change or require the purchase of such indebtedness upon a Fundamental Change. Moreover, the exercise by the holders of their right to require us to purchase the Notes could cause a default under such indebtedness, even if the Fundamental Change itself does not, due to the financial effect of such purchase on us. Our ability to pay cash to the holders of Notes following the occurrence of a Fundamental Change may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required purchases. See “Risk Factors—Risks Related to the Notes—We may not have the ability to raise the funds necessary to finance a fundamental change offer.”

Notwithstanding anything to the contrary herein, a Fundamental Change Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of such Fundamental Change Offer.

 

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The phrase “all or substantially all,” as used with respect to the assets of the Issuer in the definition of “Change of Control,” is subject to interpretation under applicable state law, and its applicability in a given instance would depend upon the facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or substantially all” the assets of the Issuer has occurred in a particular instance, in which case a holder’s ability to obtain the benefit of these provisions could be unclear.

The provisions under the Indenture relative to our obligation to make an offer to purchase the Notes as a result of a Fundamental Change may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes.

For purposes of this discussion of a repurchase of the Notes following a Fundamental Change “Change of Control” means the occurrence of any of the following:

(1)        any “person” or “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 35% (or, in the case of any Permitted Holder, 50%) of the total voting power of the Voting Stock of the Parent;

(2)        individuals who on the Original Issue Date constituted the Board of Directors (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors of the Parent then still in office who were either directors on the Original Issue Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Parent then in office;

(3)        the adoption of a plan relating to the liquidation or dissolution of the Parent;

(4)        the merger or consolidation of the Parent with or into another Person or the merger of another Person with or into the Parent, or the sale of all or substantially all the consolidated assets of Parent (but in any event, upon the sale of more than 35% of the consolidated assets of the Parent), to another Person, other than a transaction following which (A) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Parent immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own, directly or indirectly, at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and (B) in the case of a sale of assets transaction, the transferee Person becomes the obligor in respect of the Notes and a Subsidiary of the transferor of such assets; or

(5)        the Parent ceases to own, directly, 100% of the Capital Stock of the Issuer.

For the avoidance of doubt, for purposes of determining beneficial ownership under clause (1) above, no Permitted Holder shall be deemed to be a “person” or “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) with Fairfax.

Certain Covenants

The indenture contains, among others, the covenants described below.

Suspension of Certain Covenants

If on any date following the Original Issue Date:

 

  •  

the Notes are rated Baa3 or better by Moody’s and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Issuer, the equivalent investment grade

 

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credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer as a replacement agency); and

 

  •   no Default or Event of Default shall have occurred and be continuing,

then, beginning on that day and subject to the provisions of the following paragraph, the covenants described below will be suspended:

(a)            “—Limitation on Indebtedness”;

(b)            “—Limitation on Restricted Payments”;

(c)            “—Limitation on Restrictions on Distributions from Restricted Subsidiaries”;

(d)            “—Limitation on Sales of Assets and Subsidiary Stock”; and

(e)            clause (3) of the covenant described below under the caption “—Merger and Consolidation.”

Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, then the foregoing covenants will be reinstituted as of and from the date of such rating decline. For the avoidance of doubt, calculations under the reinstated “Limitation on Restricted Payments” covenant will be made as if such covenant had been in effect since April 1, 2011, except that no default will be deemed to have occurred solely by reason of a Restricted Payment made prior to the date of the Indenture or during the time such that covenant was suspended.

There can be no assurance that the Notes will ever achieve an investment grade rating or that any such rating will be maintained.

Limitation on Indebtedness

(a)        The Issuer will not, and will not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that the Issuer and the Restricted Subsidiaries will be entitled to Incur Indebtedness (including revolving credit Indebtedness) if, on the date of such Incurrence and after giving effect thereto, no Default has occurred and is continuing and the Maximum Balance Sheet Leverage Ratio is no greater than 1.5 to 1.0.

(b)        Notwithstanding the foregoing paragraph (a), the Issuer and the Restricted Subsidiaries will be entitled to Incur any or all of the following Indebtedness:

(1)        Indebtedness Incurred by the Issuer pursuant to any Credit Facility (including the Credit Agreement); provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (1) and then outstanding does not exceed the greater of (x) $150.0 million and (y) 8.0% of Total Assets;

(2)        Indebtedness owed to and held by the Issuer or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Issuer or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Issuer is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes;

(3)        the Notes (other than any Additional Notes);

 

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(4)        Indebtedness of the Issuer and its Subsidiaries outstanding on the Original Issue Date (other than Indebtedness described in clause (1), (2) or (3) of this covenant);

(5)        Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Issuer (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Issuer); provided, however, at the time of such acquisition and after giving effect thereto, the aggregate principal amount of all Indebtedness Incurred pursuant to this clause (5) and then outstanding does not exceed $25.0 million;

(6)        Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (3), (4) or (5) or this clause (6); provided, however, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to clause (5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary;

(7)        Hedging Obligations of the Issuer or any Restricted Subsidiary entered into in the ordinary course of business and not for the purpose of speculation;

(8)        obligations in respect of letters of credit, performance, bid and surety bonds, completion guarantees, budget guarantees, payment obligations in connection with self-insurance or similar requirements provided by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(9)        Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

(10)      Indebtedness with respect to workers’ compensation claims in the ordinary course of business;

(11)      any Guarantee (including the Subsidiary Guaranties) by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary is permitted under the terms of the Indenture;

(12)      Indebtedness arising from agreements providing for indemnification, deposits, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary; provided, however, that (A) such Indebtedness is not reflected on the balance sheet of the Issuer or any Restricted Subsidiary (contingent obligations referred to in a footnote or footnotes to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and (B) in the case of a disposition, the maximum liability in respect of such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being determined at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer or such Restricted Subsidiary in connection with such disposition;

(13)      Non-Recourse Indebtedness, Permitted Non-Recourse Carve-Out Guarantees and Permitted Co-investments;

(14)      Indebtedness constituting Subordinated Obligations, the net cash proceeds of which are used to purchase, repurchase, redeem, defease or otherwise acquire or retire for value the Subordinated Debentures and with a Stated Maturity that is no earlier than 180 days after the Stated Maturity of the Notes; and

 

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(15)      Indebtedness of the Issuer or any Restricted Subsidiary (together with any refinancing thereof) in an aggregate principal amount which, when taken together with all other Indebtedness of the Issuer and the Restricted Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by clauses (1) through (14) above or paragraph (a)), does not exceed the greater of (x) $37.5 million and (y) 2.0% of Total Assets.

(c)        Notwithstanding the foregoing (except to the extent provided in the foregoing clause (14)), none of the Issuer or any Subsidiary Guarantor will Incur any Indebtedness pursuant to the foregoing paragraph (b) if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Issuer or any Subsidiary Guarantor unless such Indebtedness shall be subordinated to the Notes or the applicable Subsidiary Guaranty to at least the same extent as such Subordinated Obligations.

(d)        For purposes of determining compliance with this covenant: (1) any Indebtedness outstanding under the Credit Agreement on the Original Issue Date will be treated as having been incurred on the Original Issue Date under clause (1) of paragraph (b) above; (2) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, will be permitted to classify all or a portion of such item of Indebtedness at the time of Incurrence, or later reclassify all or a portion of such item of Indebtedness, in one of the above clauses in any manner that complies with the covenant; and (3) the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above. Notwithstanding the foregoing, Indebtedness incurred under the Credit Agreement will be deemed to have been incurred under clause (1) of paragraph (b) above and the Issuer shall not be permitted to reclassify all or any portion of such Indebtedness. Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness, but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness. For the avoidance of doubt, the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligations arising under any Guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall not be double counted.

(e)        For purposes of determining compliance with any U.S. dollar restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent determined on the date of the Incurrence of such Indebtedness, provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence; and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

(f)        In no event shall an Incurrence of Indebtedness made on the basis of consolidated financial statements prepared in good faith to be in accordance with GAAP be subject to rescission or constitute a Default by reason of any requisite subsequent restatement of such financial statements that would have made such Incurrence prohibited at the time that it was made.

Limitation on Restricted Payments

(a)        The Issuer will not, and will not permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if at the time the Issuer or such Restricted Subsidiary makes such Restricted Payment:

(1)        a Default shall have occurred and be continuing (or would result therefrom);

 

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(2)        the Issuer is not entitled to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “—Limitation on Indebtedness”; or

(3)        the aggregate amount of such Restricted Payment and all other Restricted Payments made on or after the Original Issue Date would exceed the sum of (without duplication):

(A)        50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from April 1, 2011 to the end of the most recent fiscal quarter ended for which internal financial statements are available prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus

(B)        100% of the aggregate Net Cash Proceeds received by the Issuer from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to April 5, 2011 (other than an issuance or sale to a Subsidiary of the Issuer and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Issuer or any of its Subsidiaries for the benefit of their employees) and 100% of any cash capital contribution received by the Issuer from its shareholders subsequent to the April 5, 2011; plus

(C)        the amount by which Indebtedness of the Issuer is reduced on the Issuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) subsequent to April 5, 2011 of any Indebtedness of the Issuer convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Issuer (less the amount of any cash, or the fair value of any other property, distributed by the Issuer upon such conversion or exchange); plus

(D)        an amount equal to the sum of the following since April 5, 2011: (x) the net reduction in the Investments (other than Permitted Investments) made by the Issuer or any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, payments of interest on Indebtedness, dividends, repayments of loans or advances, or proceeds realized on the sale of such Investment and proceeds representing the return of capital, in each case received by the Issuer or any Restricted Subsidiary since the Original Issue Date; and (y) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum in this clause (D) shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Issuer or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.

(b)        The preceding provisions will not prohibit:

(1)        (A) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Issuer (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Issuer or an employee stock ownership plan or to a trust established by the Issuer or any of its Subsidiaries for the benefit of their employees) subsequent to the Original Issue Date; or (B) any Restricted Payment made out of a substantially concurrent cash capital contribution received by the Issuer from its shareholders subsequent to the Original Issue Date; provided, however, that (i) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments; and (ii) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above;

 

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(2)        any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Issuer or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations which is permitted to be Incurred pursuant to the covenant described under “—Limitation on Indebtedness”; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;

(3)        dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with this covenant; provided, however, that such dividend shall be included in the calculation of the amount of Restricted Payments;

(4)        (A) payments or distributions to employees of Parent, the Issuer or any Restricted Subsidiary pursuant to incentive plans designed to pay employees amounts reflecting incentive compensation in recognition of performance thresholds achieved by such employees or (B) payments or distributions to employees of Parent, the Issuer or any Restricted Subsidiary of “co-investment return,” “carried interest” or other form of incentive compensation or performance fees or any distribution of an equity interest in respect thereof, or any other incentive distributions from Investment Subsidiaries or Co-investment Vehicles; provided, however, that such payments or distributions shall be excluded in the calculation of the amount of Restricted Payments;

(5)        so long as no Default has occurred and is continuing, the repurchase or other acquisition of shares of Capital Stock of Parent or the Issuer or any of the Issuer’s Subsidiaries from employees (including substantially full-time independent contractors), former employees, directors, former directors or consultants of the Issuer or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors, former directors or consultants), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of Parent or its Subsidiaries under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock (including pursuant to any net exercise or net settlement provisions); provided, however, that the aggregate amount of such repurchases and other acquisitions for cash shall not exceed the sum of (A) $10.0 million; (B) the Net Cash Proceeds from the sale of Capital Stock to members of management, consultants or directors of the Issuer and its Subsidiaries that occurred or occurs after April 5, 2011 (to the extent the Net Cash Proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3)(B) of paragraph (a) above); and (C) the cash proceeds of any “key man” life insurance policies that are used to make such repurchases; provided further, however, that (x) such repurchases and other acquisitions shall be excluded in the calculation of the amount of Restricted Payments; and (y) the Net Cash Proceeds from such sale shall be excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above;

(6)        dividends to Parent to be used by Parent solely to pay its franchise taxes and other fees required to maintain its corporate existence and to pay for general corporate and overhead expenses (including salaries, insurance and other compensation of the employees) incurred by Parent in the ordinary course of its business; provided, however, that such dividends shall not exceed $5.0 million in any calendar year; provided further, however, that such dividends shall be excluded in the calculation of the amount of Restricted Payments;

(7)        so long as no Event of Default has occurred and is continuing, dividends or other payments to Parent to be used by Parent to pay dividends to the holders of the Parent’s Series A Preferred Stock and Series B Preferred Stock issued and outstanding as of the Original Issue Date, provided, however, that the aggregate amount of such dividends or other payments shall not exceed $8.5 million per year (provided that any unused amounts in any year continue to carry forward and increase such limit in each subsequent year); provided further, however, that such dividends or other payments shall be excluded in the calculation of the amount of Restricted Payments;

 

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(8)        payments to Parent in respect of federal, state and local taxes directly attributable to (or arising as a result of) the operations of the Issuer and its consolidated Subsidiaries; provided, however, that the amount of such payments in any fiscal year shall not exceed the amount that the Issuer and its consolidated Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Issuer to pay such taxes as a stand-alone taxpayer (whether or not all such amounts are actually used by Parent for such purposes); provided further, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

(9)        Investments made pursuant to commitments to Invest if at the date such commitment was made, such Investment would have complied with this covenant; provided, however, that such Investment shall be excluded in the calculation of the amount of Restricted Payments;

(10)      upon the occurrence of a Change of Control (or similarly defined term in other Indebtedness) and within 90 days after completion of the Fundamental Change Offer (including the purchase of all Notes tendered), any repayment, repurchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness of the Issuer or the Subsidiary Guarantors that is contractually subordinated to the Notes or to any Subsidiary Guaranty that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Change of Control (or similarly defined term in other Indebtedness), at a purchase price not greater than 101% of the outstanding principal amount or liquidation preference thereof (plus accrued and unpaid interest and liquidated damages, if any);

(11)      upon the occurrence of a Fundamental Change (or similarly defined term in the certificates of designation of Parent’s Series A Preferred Stock and Series B Preferred Stock) and within 90 days after completion of the Fundamental Change Offer (including the purchase of all Notes tendered), any repayment, repurchase, redemption, defeasance or other acquisition or retirement for value of Parent’s Series A Preferred Stock and Series B Preferred Stock (or any dividend or other payment to Parent for such purpose) that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Fundamental Change (or similarly defined term in the certificates of designation of Parent’s Series A Preferred Stock and Series B Preferred Stock), at a purchase price not greater than the respective purchase prices specified in the certificates of designation of Parent’s Series A Preferred Stock and Series B Preferred Stock as in effect on the Original Issue Date;

(12)      within 90 days after completion of any offer to repurchase Notes pursuant to “—Limitation on Sales of Assets and Subsidiary Stock” (including the purchase of all Notes tendered), any repayment, repurchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness of the Issuer or the Subsidiary Guarantors that is contractually subordinated to the Notes or to any Subsidiary Guaranty that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Asset Disposition (or similarly defined term in other Indebtedness), at a purchase price not greater than 100% of the outstanding principal amount or liquidation preference thereof (plus accrued and unpaid interest and liquidated damages, if any);

(13)      the payment of any amounts in respect of Capital Stock by any Restricted Subsidiary organized as a partnership or a limited liability company or other pass-through entity: (a) to the extent of capital contributions made to such Restricted Subsidiary (other than capital contributions made to such Restricted Subsidiary by the Issuer or any Restricted Subsidiary); or (b) to the extent necessary for holders thereof to pay taxes with respect to the net income of such Restricted Subsidiary; provided, however, that except in the case of clause (b), no Default or Event of Default has occurred and is continuing at the time of such Restricted Payment or would result therefrom; provided, further, however, such amounts shall be excluded in the calculation of the amount of Restricted Payments;

(14)      the payment of any dividend or distributions by a Restricted Subsidiary of the Issuer to the holders of its Capital Stock pursuant to the terms of the relevant partnership agreement, limited

 

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liability company operating agreement or other governing document of the Restricted Subsidiary; provided, however, that such amounts shall be excluded in the calculation of the amount of Restricted Payments; and

(15)      Restricted Payments in an aggregate amount which, when taken together with all Restricted Payments made pursuant to this clause (15) which have not been repaid, does not exceed the greater of (x) $37.5 million; and (y) 2.0% of Total Assets; provided, however, that (A) at the time of such Restricted Payments, no Default shall have occurred and be continuing (or result therefrom) and (B) such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments.

As of the date of this prospectus, no shares of the Parent’s Series A Preferred Stock or Series B Preferred Stock are outstanding.

In no event shall a Restricted Payment made on the basis of consolidated financial statements prepared in good faith to be in accordance with GAAP be subject to rescission or constitute a Default by reason of any requisite subsequent restatement of such financial statements that would have made such Restricted Payment prohibited at the time that it was made.

For purposes of determining compliance with this covenant: (1) in the event that a Restricted Payment meets the criteria of more than one of the types of Restricted Payments described in the sub-clauses to clause (b) above, the Issuer, in its sole discretion, will be permitted to classify all or a portion of such Restricted Payment at the time it is made, or later reclassify all or a portion of such Restricted Payment, in one of the above sub-clauses in any manner that complies with the covenant; and (2) the Issuer will be entitled to divide and classify a Restricted Payment in more than one of the types of Restricted Payments described in the sub-clauses to clause (b) above.

For purposes of the above, as of March 31, 2018, the excess of the (x) sum of the amounts referred to in paragraphs (A), (B), (C) and (D) of clause (a)(3) above over (y) all Restricted Payments made on or after the Original Issue Date was approximately $1.45 billion.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

The Issuer will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Issuer or a Restricted Subsidiary or pay any Indebtedness owed to the Issuer; (b) make any loans or advances to the Issuer; or (c) transfer any of its property or assets to the Issuer, except:

(1)        with respect to clauses (a), (b) and (c),

(A)        any encumbrance or restriction pursuant to an agreement of the Issuer or any of its Subsidiaries in effect at or entered into on the Original Issue Date;

(B)        any encumbrance or restriction contained in the terms of any agreement pursuant to which such Indebtedness was issued if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a covenant default contained in such Indebtedness or agreement; or (ii) the Issuer determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes; and (y) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings or agreements (as determined by the Board of Directors in good faith);

(C)        any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on

 

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which such Restricted Subsidiary was acquired by the Issuer (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Issuer) and outstanding on such date;

(D)        any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (A), (B) or (C) of clause (1) of this covenant or this clause (D) or contained in any amendment to an agreement referred to in clause (A), (B) or (C) of clause (1) of this covenant or this clause (D); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially less favorable, taken as a whole, to the noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;

(E)        any encumbrance or restriction pursuant to customary restrictions on, or customary conditions to the payment of dividends or other distributions on, equity interests owned by the Issuer or any Subsidiary in any joint venture or similar enterprise contained in the constitutive documents, including shareholders’ or similar agreements, of such joint venture or enterprise, to the extent encumbrances or restrictions apply solely to the income of such joint venture or similar enterprise;

(F)        any encumbrance or restriction pursuant to customary restrictions contained in (i) agreements governing any Non-Recourse Indebtedness or Permitted Co-investments; or (ii) the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the entity that is the borrower (or the direct parent of the borrower) under any Non-Recourse Indebtedness or of any Co-investment Vehicle;

(G)        any encumbrance or restriction contained in the terms of any agreement governing Indebtedness directly or indirectly secured by real property or other related assets that are customary for real property financing transactions, such as cash collateral accounts or impounds or reserves required for payment of taxes, insurance, security deposits, capital expenditures and repairs, interest and tenant improvements and leasing commissions; and

(H)        any encumbrance or restriction pursuant to applicable law; and

(2)        with respect to clause (c) only,

(A)        any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests or licenses of intellectual property to the extent such provisions restrict the transfer of the lease or the property leased or licensed thereunder;

(B)        restrictions contained in security agreements, mortgages or other agreements securing Indebtedness of a Restricted Subsidiary or any agreement governing Non-Recourse Indebtedness to the extent such restrictions restrict the transfer of the property subject to such security agreements, mortgages or Non-Recourse Indebtedness;

(C)        restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien;

(D)        any restriction with respect to a Restricted Subsidiary or its assets imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and

 

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(E)        arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of the property or assets of the Issuer or any Restricted Subsidiary in a manner material to the Issuer and its Restricted Subsidiaries, taken as a whole.

Limitation on Sales of Assets and Subsidiary Stock

(a)        The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:

(1)        the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all noncash consideration), as determined in good faith by members of the Issuer’s senior management, of the shares and assets subject to such Asset Disposition;

(2)        at least 75% of the consideration thereof received by the Issuer or such Restricted Subsidiary is in the form of cash or cash equivalents, Temporary Cash Investments or Replacement Assets or a combination of cash and cash equivalents, Temporary Cash Investments, and Replacement Assets; provided, however, that with respect to the sale of one or more real estate properties or related property, plant and equipment, or loans secured by real estate, up to 75% of the consideration may consist of Indebtedness of the purchaser of such real estate properties or related property, plant and equipment, or loans secured by real estate, so long as such Indebtedness is secured by a first or second priority Lien on the real estate property or properties or related property, plant and equipment, or loans secured by real estate, sold;

(3)        an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Issuer (or such Restricted Subsidiary, as the case may be):

(A)        first, to the extent the Issuer elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase secured Indebtedness of the Issuer or any Restricted Subsidiary or Indebtedness (other than Disqualified Stock) of any other Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;

(B)        second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Issuer elects, to make a capital expenditure or to acquire Replacement Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and

(C)        third, to the extent of the Excess Proceeds (as defined below), to make an offer to the holders of the Notes (and to holders of other Senior Indebtedness of the Issuer designated by the Issuer) to purchase Notes (and such other Senior Indebtedness of the Issuer) pursuant to and subject to the conditions contained in the Indenture;

provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above (excluding temporary reductions of revolving credit indebtedness made pursuant to the covenant described in the last sentence of the next paragraph), the Issuer or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided further, however, the Issuer will be deemed to have complied with clause (B) above if and to the extent that, within 365 days after the later of the Asset Disposition or the receipt of Net Available Cash, the Issuer or any of its Restricted

 

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Subsidiaries has entered into and not abandoned or rejected a binding agreement to make a capital expenditure or to acquire Replacement Assets, and that such capital expenditure or acquisition is thereafter completed within 180 days after the end of such 365-day period.

The Net Available Cash of an Asset Disposition not applied pursuant to clauses (3)(A) and (B) above constitute “Excess Proceeds.” Excess Proceeds of less than $10.0 million will be carried forward and accumulated. When accumulated Excess Proceeds equal or exceed such amount, the Issuer must, within 30 days, make an offer to purchase the Notes, in accordance with clause (3)(C) above. Pending application of Net Available Cash pursuant to this covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness.

For the purposes of this covenant, the following are deemed to be cash or cash equivalents:

(1)        the assumption of Indebtedness of the Issuer or any Restricted Subsidiary and the release of the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; and

(2)        securities received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days of receipt.

(b)        In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of the Issuer) pursuant to clause (a)(3)(C) above, the Issuer will purchase Notes tendered pursuant to an offer by the Issuer for the Notes (and such other Senior Indebtedness of the Issuer) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of the Issuer was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest, if any, (or, in respect of such other Senior Indebtedness of the Issuer, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness of the Issuer) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuer will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be in minimum denominations of $2,000 principal amount or integral multiples of $1,000 greater thereof. The Issuer shall not be required to make such an offer to purchase Notes (and other Senior Indebtedness of the Issuer) pursuant to this covenant if the Excess Proceeds are less than $5.0 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition).

(c)        The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this clause by virtue of its compliance with such securities laws or regulations.

Limitation on Affiliate Transactions

(a)        The Issuer will not, and will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Issuer (an “Affiliate Transaction”) unless:

(1)        the terms of the Affiliate Transaction are no less favorable to the Issuer or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate;

 

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(2)        if such Affiliate Transaction involves an amount in excess of $25.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the directors of the Issuer disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and

(3)        if such Affiliate Transaction involves an amount in excess of $50.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Issuer or the applicable Restricted Subsidiary or is not less favorable to the Issuer or the applicable Restricted Subsidiary than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate.

(b)        The provisions of the preceding paragraph (a) will not prohibit:

(1)        any Investment or other Restricted Payment, in each case not prohibited pursuant to the covenant described under “—Limitation on Restricted Payments”;

(2)        any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors;

(3)        loans or advances to employees or consultants in the ordinary course of business of the Issuer or its Restricted Subsidiaries;

(4)        the payment of reasonable fees and compensation to, or the provision of employee benefit arrangements and indemnity for the benefit of, directors, officers, employees and consultants of the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(5)        any transaction between or among the Issuer, any Restricted Subsidiary, any Co-investment Vehicle or joint venture or similar entity (including any separate account or investment program managed, operated or sponsored by an Investment Subsidiary) which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, Co-investment Vehicle, joint venture or similar entity (including any separate account or investment program managed, operated or sponsored by an Investment Subsidiary);

(6)        the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Issuer or Parent;

(7)        the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) or warrant agreement to which it is a party as of the Original Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Original Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the noteholders in any material respect;

(8)        any agreement as in effect on the Original Issue Date and described or incorporated by reference in the prospectus supplement relating to the offering of the Original Notes, or any renewals, extensions or amendments of any such agreement (so long as such renewals, extensions or amendments are not less favorable to the Issuer or the Restricted Subsidiaries) and the transactions evidenced thereby;

 

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(9)        transactions with customers, clients, suppliers or purchasers or sellers of goods or services in each case in the ordinary course of business and otherwise in compliance with the terms of the applicable Indenture which are fair to the Issuer or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; and

(10)      the repurchase or other acquisition of the Parent’s warrants outstanding as of the Original Issue Date, pursuant to the terms of a plan (or amendment thereto) approved by the Board of Directors of Parent.

Limitation on Liens

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Original Issue Date or thereafter acquired, securing any Obligations, other than Permitted Liens, without effectively providing that the Notes (or a Subsidiary Guaranty in the case of an Initial Lien of a Subsidiary Guarantor) shall be secured equally and ratably with (or, in the event the Lien related to Subordinated Obligations, prior to) the Obligations so secured for so long as such Obligations are so secured. Any Lien created for the benefit of the holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.

Limitation on Sale/Leaseback Transactions

The Issuer will not, and will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless:

(1)        the Issuer or such Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to the covenant described under “—Limitation on Indebtedness”; and (B) create a Lien on such property securing such Attributable Debt without equally and ratably securing the Notes pursuant to the covenant described under “—Limitation on Liens”;

(2)        the net proceeds received by the Issuer or any Restricted Subsidiary in connection with such Sale/ Leaseback Transaction are at least equal to the fair value (as determined by the Board of Directors of the Issuer) of such property; and

(3)        the Issuer applies the proceeds of such transaction in compliance with the covenant described under “—Limitation on Sales of Assets and Subsidiary Stock.”

Merger and Consolidation

The Issuer will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

(1)        the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Issuer) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, all the obligations of the Issuer under the Notes and the Indenture;

(2)        immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as

 

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having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

(3)        immediately after giving pro forma effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “—Limitation on Indebtedness”; and

(4)        the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture;

provided, however, that clause (3) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Issuer or (B) the Issuer merging with an Affiliate of the Issuer solely for the purpose and with the sole effect of reincorporating the Issuer in another jurisdiction.

The Successor Company will be the successor to the Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture, and the predecessor Issuer, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

The Issuer will not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:

(1)        except in the case of a Subsidiary Guarantor that has been disposed of in its entirety to another Person (other than to the Issuer or an Affiliate of the Issuer), whether through a merger, consolidation or sale of Capital Stock or assets, if in connection therewith the Issuer provides an Officer’s Certificate to the Trustee stating that the Issuer will comply with its obligations under the covenant described under “—Limitation on Sales of Assets and Subsidiary Stock” in respect of such disposition, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, all the obligations of such Subsidiary, if any, under its Subsidiary Guaranty;

(2)        immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and

(3)        the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with the Indenture.

Parent will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:

(1)        the resulting, surviving or transferee Person (if not Parent) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, all the obligations of Parent, if any, under its Guaranty;

(2)        immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and

 

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(3)        the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with the Indenture.

Future Guarantors

On the Original Issue Date, Parent and the initial Subsidiary Guarantors executed and delivered the Supplemental Indenture agreeing to fully and unconditionally Guarantee the Notes (including any Additional Notes) on an unsecured, senior basis. After the Original Issue Date, certain additional Subsidiary Guarantors executed supplemental indentures agreeing to fully and unconditionally Guarantee the Notes (including any Additional Notes) on an unsecured, senior basis. The Issuer has covenanted that, after the Original Issue Date, it will cause each domestic Restricted Subsidiary (other than (i) any Excluded Subsidiary and (ii) Restricted Subsidiary prohibited from providing a Guarantee by any agreement governing Non-Recourse Indebtedness (or the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the entity that is the borrower (or the direct parent of the borrower) under any Non-Recourse Indebtedness), any joint venture agreement or the terms of any Co-investment Vehicle or any separate account or investment program managed, operated or sponsored by an Investment Subsidiary) to execute and deliver to the Trustee a Guaranty Agreement pursuant to which such domestic Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture.

Not all of our subsidiaries that acquire properties or other assets in the future will become guarantors of the Notes. For example, the terms of the Non-Recourse Indebtedness agreements, partnership agreements, limited liability company operating agreements, other governing documents, joint venture agreements, Co-investment Vehicles, separate accounts and investment programs referred to above may prohibit the relevant subsidiary from guaranteeing the Notes. In many cases, the Indenture does not require these subsidiaries to guarantee the Notes. Accordingly, noteholders will not have a direct claim against these subsidiaries for payments on the Notes. See “Risk Factors—Risks Related to the Notes—The notes will not be guaranteed by all of our subsidiaries.”

SEC Reports

Notwithstanding that the Issuer may not be subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act, the Issuer will file with the SEC and make available to the Trustee and noteholders and deliver a copy to the Trustee within 15 days after it files them with the SEC such annual reports and such information, documents and other reports as are specified in Sections 13(a) and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed with the SEC at the times specified for the filings of such information, documents and reports under such Sections; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to noteholders and deliver a copy to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Sections 13(a) or 15(d) of the Exchange Act; provided further, however, that (a) so long as Parent is the Guarantor of the Notes, the reports, information and other documents required to be filed and provided as described hereunder may, at the Issuer’s option, be filed by and be those of Parent rather than the Issuer; and (b) in the event that Parent conducts any business or holds any significant assets other than the capital stock of the Issuer at the time of filing and providing any such report, information or other document containing financial statements of Parent, Parent shall include in such report, information or other document summarized financial information (as defined in Rule 1-02(bb) of Regulation S-X promulgated by the SEC) with respect to the Issuer; provided further, however, that in no event shall the Issuer or Parent be required to make available to the Trustee or noteholders any material for which the Issuer or Parent is seeking, or has received, confidential treatment by the SEC, or any correspondence with the SEC or its staff. For purposes of this covenant, reports, information and documents publicly available on the SEC’s EDGAR system (or any successor thereto) shall be deemed to be available to the Trustee and noteholders.

 

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Defaults

Each of the following is an Event of Default:

(1)        a default in the payment of interest on the Notes when due, continued for 30 days;

(2)        a default in the payment of principal of any Note when due at its Stated Maturity, upon redemption, upon required purchase, upon declaration of acceleration or otherwise;

(3)        the failure by the Issuer, Parent or any Subsidiary Guarantor to comply with its obligations under “—Certain Covenants—Merger and Consolidation”;

(4)        the failure by the Issuer, Parent or any Subsidiary Guarantor, as the case may be, to comply for 60 days after receipt of written notice with any of its agreements contained in the Indenture (other than any other agreement specifically referred to in any of the other clauses of this definition of Event of Default), including its obligations in the covenants described above under “—Fundamental Change” (other than a failure to purchase Notes), “—Certain Covenants—Limitation on Indebtedness,” “—Certain Covenants—Limitation on Restricted Payments,” “—Certain Covenants—Limitation on Restrictions on Distributions from Restricted Subsidiaries,” “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” (other than a failure to purchase Notes), “——Limitation on Affiliate Transactions,” “—Certain Covenants—Limitation on Liens,” “—Certain Covenants—Limitation on Sale/Leaseback Transactions” or “—Certain Covenants—Future Guarantors”;

(5)        the failure by the Issuer or Parent, as the case may be, to comply for 180 days after receipt of written notice with any of its obligations in the covenant described above under “—Certain Covenants—SEC Reports” (provided that, if applicable, failure by the Issuer or Parent to comply with the provisions of Section 314(a) of the Trust Indenture Act will not in itself be deemed a Default or an Event of Default under the Indenture);

(6)        (a) Indebtedness (other than Non-Recourse Indebtedness) of the Issuer, any Subsidiary Guarantor or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $30.0 million; or (b) three or more unrelated instances at any one time where Non-Recourse Indebtedness of the Issuer, any Subsidiary Guarantor or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the aggregate amount of such Non-Recourse Indebtedness that remains unpaid or accelerated exceeds the greater of (i) $200.0 million and (ii) 10% of Total Assets (clauses (a) and (b), together, the “cross acceleration provision”);

(7)        certain events of bankruptcy, insolvency or reorganization of the Issuer, any Subsidiary Guarantor or any Significant Subsidiary (the “bankruptcy provisions”);

(8)        any final judgment or decree for the payment of money (other than judgments which are covered by enforceable insurance policies issued by solvent carriers) in excess of $20.0 million is entered against the Issuer, any Subsidiary Guarantor or any Significant Subsidiary, remains outstanding for a period of 60 consecutive days following such judgment becoming final and is not discharged, waived or stayed within 10 days after notice (the “judgment default provision”); or

(9)        the Parent Guaranty or a Subsidiary Guaranty ceases to be in full force and effect (other than in accordance with the terms of such Guaranty) or a Guarantor denies or disaffirms its obligations under its Guaranty.

However, a default under clause (4), (5) or (8) will not constitute an Event of Default until the Trustee notifies the Issuer or the holders of 25% in principal amount of the outstanding Notes notify the Issuer with a

 

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copy to the Trustee of the default in writing and the Issuer does not cure such default within the time specified after receipt of such notice. In the event of any Event of Default specified under clause (6), such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders, if within 30 days after such Event of Default arose: (a) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (b) the default that is the basis for such Event of Default has been cured.

The occurrence of certain Events of Default or an acceleration under the Indenture may constitute an event of default under certain other indebtedness of the Issuer or its subsidiaries outstanding from time to time.

If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest, if any, on all the Notes to be due and payable. Upon such declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occurs and is continuing, the principal of and interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of the Notes unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

(1)        such holder has previously given the Trustee written notice that an Event of Default is continuing;

(2)    holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;

(3)        such holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

(4)        the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5)        holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder of a Note or that would involve the Trustee in personal liability.

Notwithstanding anything to the contrary in the Indenture, holders of the Notes will have an absolute and unconditional right to receive payment of the principal of, and interest on, the Notes on or after the due dates expressed in the Indenture and the Notes and to institute suit for the enforcement of payment.

If a Default occurs, is continuing and the Trustee has received notice thereof, the Trustee must mail to each holder of the Notes notice of the Default within 90 days after the Trustee receives such notice. Except in the

 

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case of a Default in the payment of principal of or interest on any Note, the Trustee may withhold notice if and so long as a committee of its trust officers determines that withholding notice is not opposed to the interest of the holders of the Notes. In addition, we are required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. We are required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action we are taking or propose to take in respect thereof.

As to the waiver of defaults, see “—Amendments and Waivers.”

Amendments and Waivers

Subject to certain exceptions, the Indenture may be amended with the consent of the holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. However, without the consent of each holder of an outstanding Note affected thereby, an amendment or waiver may not, among other things:

(1)        reduce the amount of Notes whose holders must consent to an amendment;

(2)        reduce the rate of or extend the time for payment of interest on any Note;

(3)        reduce the principal of or extend the Stated Maturity of any Note;

(4)        reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under “—Optional Redemption”;

(5)        make any Note payable in money other than that stated in the Notes;

(6)        impair the right of any holder of the Notes to receive payment of principal of and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes;

(7)        make any change in the amendment provisions which require each holder’s consent or in the waiver provisions;

(8)        make any change in the ranking or priority of any Note or Guaranty that would adversely affect the noteholders; or

(9)        voluntarily release a Subsidiary Guarantor other than in accordance with the Indenture.

Notwithstanding the preceding, without the consent of any holder of the Notes, the Issuer, Parent, the Subsidiary Guarantors and Trustee may amend the Indenture:

(1)        to cure any ambiguity, omission, defect or inconsistency;

(2)        to provide for the assumption by a successor corporation of the obligations of the Issuer, Parent or any Subsidiary Guarantor under the Indenture;

(3)        to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code);

 

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(4)        to add guarantees with respect to the Notes, including any Subsidiary Guaranties, or to secure the Notes;

(5)        to add to the covenants of the Issuer, Parent or any Subsidiary Guarantor for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Issuer, Parent or any Subsidiary Guarantor;

(6)        to make any change that does not materially adversely affect the rights of any holder of the Notes;

(7)        to comply with any requirement of the SEC in connection with any required qualification of the Indenture under the Trust Indenture Act;

(8)        to conform the text of the Indenture, Guaranties or the Notes to any provision of the description of the Original Notes contained in the prospectus supplement relating to the offering of the Original Notes, to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Guaranties or the Notes as certified in an Officer’s Certificate delivered to the Trustee; or

(9)        to amend the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes 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 Notes, except as required by law.

The consent of the holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Indenture becomes effective, we are required to deliver electronically, if held at DTC, or mail to holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment.

Neither the Issuer nor any Affiliate of the Issuer may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to all holders and is paid to all holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

Transfer

The Notes will be issued in registered form and will be transferable only upon the surrender of the Notes being transferred for registration of transfer. We may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection with certain transfers and exchanges.

Defeasance and Satisfaction and Discharge

At any time, we may terminate all our and each Guarantor’s obligations with respect to the Notes or the Guaranties under the Notes, the Guaranties and the Indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes.

 

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In addition, at any time we may terminate our obligations under “—Fundamental Change” and under the covenants described under “—Certain Covenants” (other than the covenant described under “—Merger and Consolidation”), the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries and the judgment default provision described under “—Defaults” above and the limitations contained in clause (3) of the first paragraph under “—Certain Covenants—Merger and Consolidation” above and our Guarantor’s obligations under the Guaranties and the Indenture (“covenant defeasance”).

We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If we exercise our covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4), (5), (7), (8) (with respect only to Significant Subsidiaries) or (9) under “—Defaults” above or because of the failure of the Issuer to comply with clause (3) of the first paragraph under “—Certain Covenants—Merger and Consolidation” above. If we exercise our legal defeasance option or our covenant defeasance option, each Guarantor will be released from all of its obligations with respect to its Guaranty.

In order to exercise either of our defeasance options, we must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law).

In addition, the Issuer’s obligations under the Notes and with respect to the Notes under the Indenture, and each Guarantor’s obligations under its Guaranty, will terminate (a “satisfaction and discharge”), subject to certain limitations set forth in the Indenture, if:

(1)        all Notes previously authenticated and delivered (other than (i) destroyed, lost or stolen Notes that have been replaced; (ii) Notes that are paid; or (iii) Notes for whose payment money or U.S. Government Obligations have been held in trust and then repaid to the Issuer in accordance with the Indenture) have been delivered to the Trustee for cancellation and the Issuer has paid all sums payable by it under the Indenture; or

(2)        (A) the Notes mature within 60 days, or all of them are to be called for redemption within 60 days under arrangements satisfactory to the Trustee for giving the notice of redemption;

(B)        the Issuer irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the holders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment, to pay principal of and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder;

(C)        no Default has occurred and is continuing on the date of the deposit;

(D)        the deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound; and

 

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(E)        the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for in the Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Concerning the Trustee

Wilmington Trust, National Association is to be the Trustee under the Indenture. We have appointed Wilmington Trust, National Association as Registrar and Paying Agent with regard to the Notes.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; provided, however, if it acquires any conflicting interest and the Notes are in default, it must either eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

Subject to certain rights of the Trustee, holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. If an Event of Default occurs (and is not cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s affairs. The Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator, member or stockholder or control person of the Issuer, the Parent or any Subsidiary Guarantor will have any liability for any obligations of the Issuer, the Parent or any Subsidiary Guarantor under the Notes, any Guaranty or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver and release may not be effective to waive liabilities under the U.S. federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Governing Law

The Indenture, the Notes and the Guaranties, including any claim or controversy arising out of or relating to the Indenture, the Notes or the Guaranties, 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).

Certain Definitions

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of the covenants described under “—Certain Covenants—Limitation on Restricted Payments,” “—Certain Covenants—Limitation on Affiliate Transactions” and “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” only, “Affiliate” shall also mean any beneficial owner of Capital Stock representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Issuer or of rights or warrants to purchase such Capital Stock (whether or not currently exercisable) and any Person who would be an Affiliate

 

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of any such beneficial owner pursuant to the first sentence hereof. Solely for purposes of the covenant described under “—Certain Covenants—Limitation on Affiliate Transactions” the term “Affiliate” shall be deemed to exclude Fairfax Financial Holdings Limited, a corporation organized under the laws of Canada, or any subsidiary or affiliate thereof (collectively, “Fairfax”); provided, however, that Fairfax will be deemed to be an “Affiliate” of the Issuer for purposes of clause (1) under paragraph (a) of “—Certain Covenants—Limitation on Affiliate Transactions” and shall comply with the requirements set forth under such clause; provided, further, however, that such requirements shall be deemed to have been satisfied in respect of any agreement as in effect on the Original Issue Date or any renewals, extension or amendments of any such agreements (so long as such renewals, extensions or amendments are not less favorable to the Issuer and its Restricted Subsidiaries) and the transactions evidenced thereby.

“Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Issuer or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

(1)        any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Issuer or a Restricted Subsidiary);

(2)        all or substantially all the assets of any division or line of business of the Issuer or any Restricted Subsidiary; or

(3)        any other assets of the Issuer or any Restricted Subsidiary outside of the ordinary course of business of the Issuer or such Restricted Subsidiary,

other than, in the case of clauses (1), (2) and (3) above,

(A)        a disposition by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary;

(B)        for purposes of the covenant described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” only, a disposition that constitutes a Restricted Payment permitted by the covenant described under “—Certain Covenants—Limitation on Restricted Payments” or a Permitted Investment;

(C)        any sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(D)        a disposition of Temporary Cash Investments in the ordinary course of business;

(E)        the disposition of property or assets that are obsolete, damaged or worn out;

(F)        the lease or sublease of office space in the ordinary course of business;

(G)        the sale of interests or investments in real estate or related assets and related personal property, or loans secured by real estate, in each case by an Investment Subsidiary or Co-investment Vehicle; and

(H)        a disposition of assets with a fair market value of less than $5.0 million;

provided, however, that a disposition of all or substantially all the assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the

 

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caption “—Fundamental Change” and/or the provisions described above under the caption “—Certain Covenants—Merger and Consolidation” and not by the provisions described above under the caption “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” covenant.

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/ Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing:

(1)        the sum of the products of the number of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment, by

(2)        the sum of all such payments.

“Bank Indebtedness” means all Obligations pursuant to the Credit Agreement.

“Board of Directors” means the Board of Directors of the Issuer or any committee thereof duly authorized to act on behalf of such Board.

“Business Day” means each day other than a Saturday, Sunday or a day on which commercial banking institutions are authorized or required by law to close in New York City or the place of payment.

“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of the covenant described under “—Certain Covenants—Limitation on Liens,” a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased. For the avoidance of doubt, Capital Lease Obligations will not include ground leases of real property entered into in the ordinary course of business of the Issuer or its Restricted Subsidiaries.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, whether outstanding at the Original Issue Date or issued thereafter, including any Preferred Stock, but excluding any debt securities convertible into such equity.

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

“Co-investment Vehicle” shall mean an entity (other than a Restricted Subsidiary) formed for the purpose of investing principally, directly or indirectly, in (i) real estate related assets (including Indebtedness primarily secured by real estate or equity interests in entities, directly or indirectly, primarily owning real estate or related assets) or (ii) unsecured loans that are part of a loan pool, more than 90% of the aggregate principal balance of which falls within the preceding clause (i).

“Common Stock” shall mean the common stock of Parent.

 

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“Consolidated Net Income” means, for any period, the net income or loss of the Issuer and its consolidated Subsidiaries for such period determined on a consolidated basis in accordance with GAAP after net income or loss attributable to the noncontrolling interests and before preferred stock dividends and accretion of issuance costs, plus depreciation and amortization of any real property (including furniture and equipment and other real estate assets); provided, however, that there shall be excluded:

(a)        the income of any such consolidated subsidiary to the extent that the declaration or payment of dividends or similar distributions by such consolidated subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such consolidated subsidiary;

(b)        the net income or net loss of any Person, other than the Issuer or a Restricted Subsidiary, except that, subject to the exclusion contained in clause (h) below, the aggregate amount of cash actually distributed by such Person to the Issuer or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in clause (a) above) shall be included in determining Consolidated Net Income;

(c)        the income or loss of any person accrued prior to the date it becomes a consolidated subsidiary of the Issuer or is merged into or consolidated with the Issuer or any of its consolidated subsidiaries or the date that such person’s assets are acquired by the Issuer or any of its consolidated subsidiaries;

(d)        any reduction for charges made in accordance with Financial Accounting Standard No. 141, 141R, 142 or 144 or any amendments or successors thereto;

(e)        all extraordinary gains and extraordinary losses and any gains or losses attributable to sales of assets out of the ordinary course of business (for the avoidance of doubt, the sale of real estate and real estate related assets shall always be deemed to be in the ordinary course of business);

(f)        any noncash compensation expense attributable to grants of stock options, restricted stock or similar rights to officers, directors and employees of Parent, the Issuer or any of its consolidated Subsidiaries;

(g)        any net noncash gain or loss resulting in such period from Hedging Obligations incurred in the ordinary course of business and made in accordance with Financial Accounting Standards Codification Topic No. 815; and

(h)        all gain or loss realized as a result of the cumulative effect of changes in accounting principles;

provided further, however, that Consolidated Net Income for any period shall be increased (i) by cash received during such period by the Issuer or any of its consolidated subsidiaries in respect of commissions receivable (net of related commissions payable to brokers) on transactions that were completed by any acquired business prior to the acquisition of such business and which purchase accounting rules under GAAP would require to be recognized as an intangible asset purchased, (ii) increased, to the extent otherwise deducted in determining Consolidated Net Income for such period, by the amortization of intangibles relating to purchase accounting in connection with any acquisition permitted by the Indenture and (iii) increased (or decreased, as the case may be), in connection with the sale of real estate during such period, to eliminate the effect of purchase price allocations to such real estate resulting from the consummation of any acquisition permitted by the Indenture.

“Credit Agreement” means the Revolving Loan Agreement among the Issuer, as borrower, Parent and certain Subsidiaries of the Issuer, as guarantors, U.S. Bank National Association as the administrative agent and the lenders from time to time party thereto, together with the related documents thereto (including the term loans and revolving loans thereunder, any guarantees and security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms,

 

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conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness, including an indenture, incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Revolving Loan Agreement or a successor Credit Agreement.

“Credit Facilities” means one or more debt facilities (including the Credit Agreement), commercial paper facilities, securities purchase agreement, indenture or similar agreement, in each case, with banks or other institutional lenders or investors providing for revolving loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables), letters of credit or the issuance of securities, including any related notes, guarantees, collateral documents, instruments and agreement executed in connection therewith, and, in each case, as amended, restated, replaced (whether upon or after termination or otherwise), refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

“Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement or other similar agreement designed to protect such Person against fluctuations in currency values.

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

“Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

(1)        matures (excluding any maturities as a result of an optional redemption by the issuer thereof) or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2)        is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or

(3)        is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to the first anniversary of the Stated Maturity of the Notes; provided, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of Parent or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent or its Subsidiaries in order to satisfy obligations as a result of such employee’s death or disability; provided further, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale,” “change of control” or “termination of trading” occurring prior to the first anniversary of the Stated Maturity of the Notes shall not constitute Disqualified Stock if:

(1)        the “asset sale,” “change of control” or “termination of trading” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” and “—Fundamental Change”; and

(2)        any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

 

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For the avoidance of doubt, the following shall not constitute Disqualified Stock:

(x)        the Series A Preferred Stock and the Series B Preferred Stock outstanding on the Original Issue Date; and

(y)        future issuances of Capital Stock having terms substantially similar to those of the Series A Preferred Stock and the Series B Preferred Stock, provided that, the “change of control” or “termination of trading” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under “—Fundamental Change”; and any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

“Effective Tangible Net Worth” means as of any date of determination, stockholders’ equity of the Issuer and its Restricted Subsidiaries (excluding any amounts attributable to Disqualified Stock), less Intangible Assets.

“Equity Offering” means any primary offering of Capital Stock of Parent or the Issuer (other than Disqualified Stock) to Persons who are not Affiliates of Parent or the Issuer other than (1) public offerings with respect to the Parent’s Common Stock registered on Form S-8 and (2) issuances upon exercise of options by employees of the Parent or any of its Restricted Subsidiaries.

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

“Excluded Subsidiary” means (i) any Non-Material Subsidiary and (ii) any Restricted Subsidiary that is not a Wholly Owned Subsidiary, provided that all such non-Wholly Owned Subsidiaries in this clause (ii) may not, in the aggregate at any time, have assets (attributable to the Issuer’s and its domestic Restricted Subsidiaries’ equity interest in such entities) constituting more than 7.5% of the Issuer’s total assets on a consolidated basis based on the Issuer’s most recent internal financial statements.

“Fundamental Change” shall mean the occurrence of a Change of Control or a Termination of Trading.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time; provided, however, that GAAP shall mean the generally accepted accounting principles in the United States of America as in effect as of April 5, 2011 in the event of a change in GAAP after April 5, 2011 that would have a material adverse (including, without limitation, the treatment of an operating lease as Indebtedness) or positive effect on the Issuer, including those set forth in:

(1)        the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;

(2)        statements and pronouncements of the Financial Accounting Standards Board;

(3)        such other statements by such other entity as approved by a significant segment of the accounting profession; and

 

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(4)        the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1)        to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership or other ownership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(2)        entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary course of business, (ii) customary environmental indemnities and non-recourse carve-out guarantees (including Permitted Non-Recourse Carve-Out Guarantees) requested by lenders in financing transactions secured by real property or loans secured by real estate, or (iii) completion and budget guarantees. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means Parent and/or a Subsidiary Guarantor.

“Guaranty” means the Parent Guaranty and/or a Subsidiary Guaranty.

“Guaranty Agreement” means the Indenture as of the Original Issue Date or any supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Guarantor guarantees the Issuer’s obligations with respect to the Notes on the terms provided for in the Indenture.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement, commodity price protection or hedging agreement or other similar agreements.

The term “holder” or “noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with “—Certain Covenants—Limitation on Indebtedness,” (1) amortization of debt discount or the accretion of principal with respect to a noninterest bearing or other discount security and (2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms will not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1)        the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which

 

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such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;

(2)        all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person;

(3)        all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

(4)        all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the 20th Business Day following payment on the letter of credit);

(5)        the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person, the principal amount of such Preferred Stock to be determined in accordance with the Indenture (but excluding, in each case, any accrued dividends), provided that, provisions relating to waterfall priority returns, carried interest and tax allocations included in partnership agreements, shareholder agreements, limited liability company operating agreements or other constitutive documents entered into in the ordinary course of business shall not constitute Preferred Stock of any Subsidiary of such Person;

(6)        all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

(7)        all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets and the amount of the obligation so secured; and

(8)        to the extent not otherwise included in this definition, Hedging Obligations of such Person. Notwithstanding the foregoing, in connection with the purchase by the Issuer or any Restricted Subsidiary of any business or real property, the term “Indebtedness” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or post-closing prorations or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter. Indebtedness of any Person shall include all Indebtedness of any partnership or other entity in which such Person is a general partner or other equity holder with unlimited liability other than (x) Indebtedness which is non-recourse to such Person and its assets (other than pursuant to Permitted Non-Recourse Carve-Out Guarantees) and (y) if such Person is an Investment Subsidiary, the indebtedness of a related Co-investment Vehicle.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the related contingency at such date; provided, however, that the principal amount of any noninterest bearing or other discount security at any date will be the principal amount thereof that would be shown on a balance sheet of such Person dated such date prepared in accordance with GAAP.

For purposes of calculating the Maximum Balance Sheet Leverage Ratio under paragraph (a) of the covenant described under “—Certain Covenants—Limitation on Indebtedness,” the term Indebtedness shall exclude Hedging Obligations of the Issuer and its Restricted Subsidiaries.

 

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“Independent Qualified Party” means an investment banking firm, accounting firm or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Issuer.

“Initial Purchasers” means, collectively, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc., Fifth Third Securities, Inc., BBVA Securities Inc. and RBC Capital Markets, LLC.

“Intangible Assets” means, as of any date of determination, intangible assets of the Issuer and its Restricted Subsidiaries under GAAP.

“Interest Rate Agreement” means in respect of a Person any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement designed to protect such Person against fluctuations in interest rates.

“Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. Except as otherwise provided for herein, the amount of an Investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in value. For the avoidance of doubt, leases to tenants in the ordinary course of business of the Issuer or any Restricted Subsidiary shall not be deemed to constitute “Investments.”

For purposes of the definition of “Unrestricted Subsidiary,” the definition of “Restricted Payment” and the covenant described under “—Certain Covenants—Limitation on Restricted Payments”:

(1)        “Investment” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (A) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2)        any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors.

“Investment Subsidiary” shall mean (1) any Subsidiary engaged principally in the business of directly or indirectly buying, holding, transferring or selling real estate related assets, including securities of companies engaged principally in such business (including, without limitation, Real Estate Companies and Qualified REITs) and Indebtedness secured by real estate or equity interests in entities directly or indirectly owning real estate or related assets, or (2) any Subsidiary engaged principally in the business of investment management, including investing in and/or managing Co-investment Vehicles. For the avoidance of doubt, an “Investment Subsidiary” may be a Restricted Subsidiary or an Unrestricted Subsidiary.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). For the avoidance of doubt, the grant by any Person of a non-exclusive license to use intellectual property owned by, licensed to, or developed by such Person and such license activity shall not constitute a grant by such Person of a Lien on such intellectual property.

 

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“Maximum Balance Sheet Leverage Ratio” means as of any date of determination with respect to the Issuer and its Restricted Subsidiaries, the ratio of total Indebtedness (excluding Non-Recourse Indebtedness) to Effective Tangible Net Worth, in each case as of the previous quarter end; provided, however, that:

(1)        if the Issuer or any Restricted Subsidiary has issued any Indebtedness (including if the proceeds of such Indebtedness have been deposited in an escrow account (as described in the definition of “Refinancing Indebtedness”)) since the previous quarter end that remains outstanding or if the transaction giving rise to the need to calculate the Maximum Balance Sheet Leverage Ratio is an issuance of Indebtedness, or both, the Maximum Balance Sheet Leverage Ratio shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been issued on the last day of the previous quarter; and

(2)        if the Issuer or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness (including any discharge of Indebtedness to occur upon release of such funds from any escrow account as referenced above) since the previous quarter end or if the transaction giving rise to the need to calculate Maximum Balance Sheet Leverage Ratio will include the repayment, repurchase, defeasance or discharge of Indebtedness, or both, the Maximum Balance Sheet Leverage Ratio shall be calculated after giving effect on a pro forma basis to the discharge of such Indebtedness, as if such discharge had occurred on the last day of the previous quarter.

For purposes of this definition, whenever pro forma effect is to be given to an issuance of Indebtedness or the discharge of Indebtedness, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Issuer and in a manner that is consistent with Rule 11-02(b)(6) of Regulation S-X promulgated by the SEC.

Solely for purposes of calculating the Maximum Balance Sheet Leverage Ratio under paragraph (a) of the covenant described under “—Certain Covenants—Limitation on Indebtedness,” the term Indebtedness shall exclude (i) Guarantees of Indebtedness of a Co-investment Vehicle or separate account or investment program managed, operated or sponsored by an Investment Subsidiary in an amount not to exceed $50.0 million in the aggregate at any time outstanding; and (ii) Permitted Non-Recourse Carve-Out Guarantees.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Available Cash” from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

(1)        all legal, accounting, investment banking and brokerage fees, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition;

(2)        all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must, by applicable law, be repaid out of the proceeds from such Asset Disposition;

(3)        all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Disposition; and

(4)        the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Issuer or any Restricted Subsidiary after such Asset Disposition.

 

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“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Non-Material Subsidiaries” means all domestic Restricted Subsidiaries designated as Non-Material Subsidiaries by the Issuer; provided that all such domestic Restricted Subsidiaries may not, in the aggregate at any time have assets (attributable to the Issuer’s and its domestic Restricted Subsidiaries’ equity interest in such entities) constituting more than 3.75% of the Issuer’s total assets on a consolidated basis based on the Issuer’s most recent internal financial statements.

“Non-Recourse Indebtedness” means Indebtedness (including any and all refinancings thereof that would meet the criteria set forth below) of an Investment Subsidiary; provided, however, that (1) such Indebtedness is incurred solely in relation to the permitted investment activities (including investments in Permitted Mortgage Investments) or real estate related activities of such Investment Subsidiary or a Co-investment Vehicle or a separate account or investment program managed, operated or sponsored by an Investment Subsidiary, and (2) such Indebtedness is not Guaranteed by, or otherwise recourse to the Issuer or any Restricted Subsidiary (other than pursuant to a Permitted Non-Recourse Carve-Out Guarantee) other than the Investment Subsidiary that is the borrower; provided, further, that, if any such Indebtedness is partially Guaranteed by or otherwise recourse to the Issuer or any Restricted Subsidiary (other than pursuant to a Permitted Non-Recourse Carve-Out Guarantee and other than with respect to the Investment Subsidiary that is the borrower) and therefore does not meet the criteria set forth above, the portion of such Indebtedness that does meet the criteria set forth above shall be “Non-Recourse Indebtedness” hereunder.

“Notes” means the Issuer’s 5.875% Senior Notes due 2024.

“Obligations” means with respect to any Indebtedness all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements and other amounts payable pursuant to the documentation governing such Indebtedness.

“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of Parent or the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of Parent or the Issuer, as the case may be, by an Officer of Parent or the Issuer, respectively.

“Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to Parent or the Issuer, satisfactory to the Trustee.

“Original Issue Date” means March 25, 2014.

“Parent” means Kennedy-Wilson Holdings, Inc., a Delaware corporation, and its successors.

“Parent Guaranty” means the Guarantee by Parent of the Issuer’s obligations with respect to the Notes contained in the Indenture.

“Permitted Co-investment” means any Investment by the Issuer or any of its Restricted Subsidiaries in, or any Guarantee by the Issuer or any of its Restricted Subsidiaries of the Indebtedness of, a Co-investment Vehicle or separate account or investment program managed, operated or sponsored by one or more Investment Subsidiaries; provided, however, that if, and only if such Investment or Guarantee (other than a Permitted Non-Recourse Carve-Out Guarantee), as applicable, is in an amount greater than $50.0 million, then (i) such

 

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Investment shall not be greater than 75% of the aggregate commitment (including both committed equity and Indebtedness) of such Co-investment Vehicle or separate account or investment program and (ii) such Guarantee (other than a Permitted Non-Recourse Carve-Out Guarantee) shall not be greater than 75% of the aggregate committed Indebtedness of such Co-investment Vehicle or separate account or investment program; provided further, however, that the total amount of such Guarantees (other than Permitted Non-Recourse Carve-Out Guarantees) shall not exceed $50.0 million in the aggregate at any time outstanding. For the avoidance of doubt, in determining committed equity and Indebtedness of a Co-investment Vehicle, or separate account or investment program managed, operated or sponsored by one or more Investment Subsidiaries, the committed equity and Indebtedness of such Co-investment Vehicle and its subsidiaries, taken as a whole, or such separate account or investment program, shall be counted.

“Permitted Holders” means (1) William J. McMorrow, (2) any per Person both the Capital Stock and Voting Stock of which (or in the case of a trust, the beneficial interests of which) are majority owned by William J. McMorrow or a family member of William J. McMorrow, and (3) any family member of William J. McMorrow, or the estate or heirs of William J. McMorrow or any of his family members.

“Permitted Investment” means an Investment by the Issuer or any Restricted Subsidiary in:

(1)        the Issuer, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that (A) the primary business of such Restricted Subsidiary is a Related Business and (B) such Restricted Subsidiary is not restricted from making dividends or similar distributions by contract, operation of law or otherwise, other than restrictions on dividends or distributions permitted pursuant to the covenant described under “—Certain Covenants—Limitation on Restrictions on Distributions from Restricted Subsidiaries”;

(2)        another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Issuer or a Restricted Subsidiary (including any Investments acquired as a result of such merger, consolidation, transfer or conveyance to the extent that such Investments were not made in contemplation of, and were in existence on the date of, such merger, consolidation, transfer or conveyance); provided, however, that such Person’s primary business is a Related Business;

(3)        Investments made by Parent or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Disposition made in compliance with the covenant described above under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” or from any other disposition or transfer of assets not constituting an Asset Disposition;

(4)        Investments represented by guarantees that are otherwise permitted by the Indenture;

(5)        cash and Temporary Cash Investments;

(6)        receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

(7)        payroll, travel, moving and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(8)        loans or advances to employees or independent contractors made in the ordinary course of business of the Issuer or such Restricted Subsidiary;

 

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(9)        stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Restricted Subsidiary or in satisfaction of judgments;

(10)        any Person where such Investment was acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(11)        Hedging Obligations entered into in the ordinary course of the Issuer’s or any Restricted Subsidiary’s business and not for the purpose of speculation;

(12)        any Person to the extent such Investment exists on the Original Issue Date or replaces or refinances an Investment in such Person existing on the Original Issue Date in an amount not exceeding the amount of the Investment being replaced or refinanced; provided, however, that the new Investment is on terms and conditions no less favorable than the Investment being renewed or replaced;

(13)        Investments in insurance on the life of any participant in any deferred compensation plan of the Issuer made in the ordinary course of business;

(14)        Permitted Co-investments; Permitted Non-Recourse Carve-Out Guarantees; Permitted Mortgage Investments, Capital Stock of any Qualified REIT and Qualified Real Estate Securities;

(15)        so long as no Default shall have occurred and be continuing (or result therefrom), any Person in an aggregate amount which, when added together with the amount of all the Investments made pursuant to this clause (15) which at such time have not been repaid through repayments of loans or advances or other transfers of assets, does not exceed the greater of (x) $30.0 million and (y) 1.75% of Total Assets, at any time outstanding (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and

(16)        marketable securities of a Related Business or marketable securities where the primary purpose of such Investment is to facilitate Related Business, provided that such marketable securities shall not, in the aggregate at any time, have a fair market (measured at the time made and without giving effect to subsequent changes in value) that exceeds the greater of (x) $25.0 million and (y) 1.50% of Total Assets.

“Permitted Liens” means, with respect to any Person:

(1)        pledges or deposits by such Person under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts, including deposits under agreements that provide that such deposit constitutes liquidated damages upon breach of such agreement (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2)        Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s and repairmen’s Liens and other similar Liens, in each case for sums not yet due and payable or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained

 

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with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Issuer in excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Issuer or any Restricted Subsidiary to provide collateral to the depository institution;

(3)        Liens for taxes, fees, assessments or other governmental charges not yet subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings;

(4)        Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;

(5)        Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations and Attributable Debt), statutory obligations, appeal bonds, performance bonds, mechanic’s lien release bonds and other obligations of a like nature, in each case in the ordinary course of business;

(6)        survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or conditions, covenants and restrictions, deed restrictions, zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(7)        Liens securing Indebtedness (including Capital Lease Obligations and Attributable Debt) Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property (real or personal, tangible or intangible), plant or equipment of such Person or a direct or indirect Subsidiary of such Person or an Investment of such Person; provided, however, that the Lien may not extend to any other property (other than the relevant property, plant or equipment) owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(8)        Liens arising out of judgments or awards in respect of which the Issuer or any Restricted Subsidiary shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $10.0 million at any time outstanding;

(9)        Liens existing on the Original Issue Date (other than the Liens securing Indebtedness pursuant to any Credit Facility);

(10)        Liens on property (real or personal, tangible or intangible) or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(11)        Liens on property at the time such Person or any of its Subsidiaries acquires such property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

 

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(12)        Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Subsidiary of such Person;

(13)        Liens securing Hedging Obligations so long as such Hedging Obligations relate to Indebtedness that is, and is permitted to be under the Indenture, secured by a Lien on the same properly securing such Hedging Obligations;

(14)        (A) Liens securing Senior Indebtedness Incurred in compliance with the covenant described under “—Certain Covenants—Limitation on Indebtedness” in an aggregate amount not to exceed the amount of Indebtedness Incurred under clause (b)(1) of such covenant and then outstanding, and (B) Liens on Senior Indebtedness securing any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by Liens permitted by this clause (14);

(15)        Liens on specific items of inventory or other goods of such Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person solely to facilitate the purchase, shipment or storage of such inventory or other goods;

(16)        Liens arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Issuer or any Subsidiary of the Issuer in excess of those set forth by regulations promulgated by the Board of Governors of the Federal Reserve System of the United States; and (B) such deposit account is not intended by the Issuer or any Subsidiary to provide collateral to such depository institution;

(17)        Liens securing Non-Recourse Indebtedness or guarantees (including Permitted Non-Recourse Carve-Out Guarantees) thereof (and Refinancings of any of the foregoing) on assets or Capital Stock of Restricted Subsidiaries formed solely for the purpose of, and which engage in no business other than, any Related Business;

(18)        Liens encumbering the assets of or secured by Permitted Mortgage Investments or Co-investment Vehicles;

(19)        Liens securing Indebtedness which, taken together with all other Indebtedness secured by Liens (excluding Liens permitted by clauses (1) through (18) above or clause (20) below) at the time of determination, does not exceed the greater of (x) $37.5 million and (y) 2.0% of Total Assets; and

(20)        Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clause (7), (9), (10) or (11); provided, however, that:

(A)        such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such properly or proceeds or distributions thereof); and

(B)        the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (7), (9), (10) or (11) at the time the original Lien became a Permitted Lien and (y) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement.

“Permitted Mortgage Investment” means any Investment in secured notes, mortgages, deeds of trust, collateralized mortgage obligations, commercial mortgage-backed securities, other secured debt securities,

 

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secured debt derivatives or other secured debt instruments, so long as such Investment relates directly or indirectly to real property that constitutes or is used as land, office, multifamily, residential, industrial, retail, hotel or mixed-use property.

“Permitted Non-Recourse Carve-Out Guarantees” means customary completion or budget guarantees, indemnities or other customary guarantees provided to lenders (including by means of separate indemnification agreements, carve-out guarantees or pledges of the equity interests in the borrower or the parent of the borrower under Non-Recourse Indebtedness by the direct parent of the borrower (or the indirect parent of the borrower, provided that the pledgor’s only assets are direct or indirect equity interests of the borrower) under such Non-Recourse Indebtedness in order to secure such Non-Recourse Indebtedness) provided in the ordinary course of business and consistent with past practice by the Issuer or a Restricted Subsidiary in financing transactions that are directly or indirectly secured by real property or other related assets (including Capital Stock) of a Restricted Subsidiary (including an Investment Subsidiary), Co-Investment Vehicle, joint venture, Unrestricted Subsidiary or a separate account or investment program managed, operated or sponsored by an Investment Subsidiary and that may be full or partial recourse or non-recourse to the Restricted Subsidiary (including an Investment Subsidiary), Co-Investment Vehicle, joint venture, Unrestricted Subsidiary or separate account or investment program managed, operated or sponsored by an Investment Subsidiary, in each case that is the borrower (or the direct or indirect parent of the borrower) in such financing, but is non-recourse to Issuer or any other Restricted Subsidiary except for such customary completion or budget guarantees, indemnities or other customary guarantees (including by means of separate indemnification agreements or carve-out guarantees) and except for pledges of the equity interests in the borrower or the parent of the borrower under Non-Recourse Indebtedness by the direct parent of the borrower (or the indirect parent of the borrower provided that the pledgor’s only assets are direct or indirect equity interests of the borrower) under such Non-Recourse Indebtedness in order to secure such Non-Recourse Indebtedness.

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

“Preferred Stock” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

The “principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

“Qualified Real Estate Company” means any Real Estate Company that is controlled, managed, operated or sponsored by the Issuer or any Restricted Subsidiary or any Real Estate Company into which Parent, the Issuer, or its Restricted Subsidiaries contributes or has contributed direct or indirect interests in real estate and related assets in exchange for the Capital Stock of such Real Estate Company.

“Qualified Real Estate Securities” means any securities issued by a Qualified Real Estate Company.

“Qualified REIT” means a domestic or foreign REIT or its operating partnership subsidiary into which Parent, the Issuer or its Restricted Subsidiaries contribute direct or indirect interests in real estate and related assets in exchange for the Capital Stock of the REIT or its operating partnership subsidiary.

“Rating Agencies” means each of S&P and Moody’s or any successor to the respective rating agency business thereof; provided that if either of S&P or Moody’s ceases to provide rating services to issuers or investors, the Issuer may select (as certified by a resolution of the Board of Directors) a “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) as a replacement agency for either S&P or Moody’s, as the case may be.

 

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“Real Estate Company” means any corporation, limited liability company, limited partnership or other entity, including REITs, whether foreign or domestic, the primary object and purpose of which is the acquisition, disposition, management, development, promotion, sale, lease of, or investment in, real estate-related assets, including indebtedness secured by real estate-related assets.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Issuer or any Restricted Subsidiary existing on the Original Issue Date or Incurred in compliance with the Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

(1)        such Refinancing Indebtedness has a Stated Maturity no earlier than the earlier of (x) the Stated Maturity of the Indebtedness being Refinanced; and (y) the 91st day after the maturity date of the Notes;

(2)        such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced;

(3)        such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding or committed (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and

(4)        if the Indebtedness being Refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Restricted Subsidiary that Refinances Indebtedness of the Issuer or (B) Indebtedness of the Issuer or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary; and provided further, however, that to the extent any new Indebtedness to be applied to Refinance any Indebtedness of the Issuer or its Restricted Subsidiaries:

(x)        is incurred in compliance with clauses (1), (2), (3) and (4) above and with the covenant described under “—Certain Covenants—Limitation on Indebtedness”;

(y)        the net proceeds of which are deposited into an escrow account at a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) to be held in escrow for a period of not more than 90 days from the date of receipt of such net proceeds; and

(z)        are to be held in such escrow account (together with any additional necessary funds) for the satisfaction and discharge, defeasance or other extinguishment of the Indebtedness to be Refinanced in connection with its Stated Maturity or in connection with an irrevocable notice of redemption, then such new Indebtedness shall be deemed to be “Refinancing Indebtedness” for the purposes of this definition, notwithstanding that such old Indebtedness remains outstanding pending release of such funds from escrow.

“Registration Rights Agreement” means the Registration Rights Agreement dated the Original Issue Date, among the Issuer, Parent, the Subsidiary Guarantors and the representative of the Initial Purchasers, as the same may be amended from time to time.

 

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“Related Business” means any business in which the Issuer was engaged on the Original Issue Date and any business related, ancillary or complementary to any business of the Issuer in which the Issuer was engaged on the Original Issue Date.

“Replacement Assets” means (1) any property or other assets (other than Indebtedness and Capital Stock) used or useful in a Related Business, (2) substantially all the assets of a Related Business or a majority of the Voting Stock of any Person engaged in a Related Business that will become on the date of acquisition thereof a Restricted Subsidiary, (3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary that is engaged in a Related Business, (4) any Permitted Co-investment, (5) Capital Stock of any Qualified REIT, or (6) Capital Stock of any Qualified Real Estate Company.

“Restricted Payment” with respect to any Person means:

(1)        the declaration or payment of any dividends or any other distributions of any sort in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock (other than dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and dividends or distributions payable solely to the Issuer or a Restricted Subsidiary, and other than dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary in accordance with its organizational documents to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation));

(2)        the purchase, redemption or other acquisition or retirement for value of any Capital Stock of the Issuer held by any Person or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Issuer (other than a Restricted Subsidiary), including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Issuer that is not Disqualified Stock);

(3)        the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of such Person, if such Person is the Issuer or a Subsidiary Guarantor (other than the purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition); or

(4)        the making of any Investment (other than a Permitted Investment) in any Person.

“Restricted Subsidiary” means any Subsidiary of the Issuer that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group.

“Sale/Leaseback Transaction” means an arrangement relating to property owned by the Issuer or a Restricted Subsidiary on the Original Issue Date or thereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such property to a Person and the Issuer of a Restricted Subsidiary leases it from such Person.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Indebtedness” means with respect to any Person:

(1)        Indebtedness of such Person, whether outstanding on the Original Issue Date or thereafter Incurred; and

 

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(2)        accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable,

unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are subordinate in right of payment to the Notes or the Guaranty of such Person, as the case may be; provided, however, that Senior Indebtedness shall not include:

(1)        any obligation of such Person to any Subsidiary;

(2)        any liability for federal, state, local or other taxes owed or owing by such Person;

(3)        any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities);

(4)        any Indebtedness of such Person (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Indebtedness or other obligation of such Person;

(5)        any Capital Stock; or

(6)        that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Indenture; provided, however, that such Indebtedness shall be deemed not to have been Incurred in violation of the Indenture for purposes of this clause (6) if (x) the holders of such Indebtedness or their representative or the Issuer shall have furnished to the Trustee an opinion of recognized independent legal counsel, unqualified in all material respects, addressed to the Trustee (which legal counsel may, as to matters of fact, rely upon an Officer’s Certificate) to the effect that the Incurrence of such Indebtedness does not violate the provisions of the Indenture or (y) such Indebtedness consists of Bank Indebtedness, and the holders of such Indebtedness or their agent or representative (1) had no actual knowledge at the time of the Incurrence that the Incurrence of such Indebtedness violated the Indenture and (2) shall have received an Officer’s Certificate to the effect that the Incurrence of such Indebtedness does not violate the provisions of the Indenture.

“Series A Preferred Stock” means the Parent’s 6.00% Series A Preferred Stock. As of the date of this prospectus, no shares of the Series A Preferred Stock is outstanding.

“Series B Preferred Stock” means the Parent’s 6.452% Series B Preferred Stock. As of the date of this prospectus, no shares of the Series B Preferred Stock is outstanding.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subordinated Debentures” means the Issuer’s junior subordinated debentures due 2037, outstanding on the Original Issue Date.

“Subordinated Obligation” means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Original Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes or a Guaranty of such Person, as the case may be, pursuant to a written agreement to that effect.

 

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“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

(1)        such Person;

(2)        such Person and one or more Subsidiaries of such Person; or

(3)        one or more Subsidiaries of such Person,

and the accounts of which would be consolidated with those of such Person in its consolidated financial statements in accordance with GAAP, if such statements were prepared as of such date.

“Subsidiary Guarantor” means each Subsidiary of the Issuer that executed the Supplemental Indenture as a guarantor on the Original Issue Date and each other Subsidiary of the Issuer that thereafter guaranteed or will guarantee the Notes pursuant to the terms of the Indenture. The following Subsidiaries of the Issuer will be Guarantors as of the date on which the Exchange Notes are initially issued: Kennedy-Wilson Properties, Ltd., a Delaware corporation; Kennedy-Wilson Property Services, Inc., a Delaware corporation; Kennedy-Wilson Property Services II, Inc., a Delaware corporation; Kennedy Wilson Property Services III, L.P., a Delaware limited partnership; Kennedy-Wilson Property Equity, Inc., a Delaware corporation; Kennedy-Wilson Property Equity II, Inc., a Delaware corporation; Kennedy-Wilson Property Special Equity, Inc., a Delaware corporation; Kennedy-Wilson Property Special Equity II, Inc., a Delaware corporation; Kennedy Wilson Property Special Equity III, LLC, a Delaware limited liability company; K-W Properties, a California corporation; Kennedy Wilson Property Services III GP, LLC, a Delaware limited liability company; KW BASGF II Manager, LLC, a Delaware limited liability company; KWF Investors I, LLC, a Delaware limited liability company; KWF Investors III, LLC, a Delaware limited liability company; KWF Manager I, LLC, a Delaware limited liability company; KWF Manager II, LLC, a Delaware limited liability company; KWF Manager III, LLC, a Delaware limited liability company; Kennedy Wilson Overseas Investments, Inc., a Delaware corporation; Fairways 340 Corp., a Delaware corporation; KW–Richmond, LLC, a Delaware limited liability company; SG KW Venture I Manager LLC, a Delaware limited liability company; KW Loan Partners I LLC, a Delaware limited liability company; KW Summer House Manager, LLC, a Delaware limited liability company; KW Montclair, LLC, a Delaware limited liability company; KW Serenade Manager, LLC, a Delaware limited liability company; K-W Santiago Inc., a California corporation; KW Redmond Manager, LLC, a Delaware limited liability company; Dillingham Ranch Aina LLC, a Delaware limited liability company; 68-540 Farrington, LLC, a Delaware limited liability company; KW Dillingham Aina LLC, a Delaware limited liability company; Kennedy Wilson Fund Management Group, LLC, a California limited liability company; Kennedy-Wilson International, a California corporation; Kennedy-Wilson Tech Ltd., a California corporation; KWP Financial I, a California corporation; Kennedy-Wilson Properties, LTD., an Illinois corporation; Kennedy Wilson Auction Group Inc., a California corporation; KWF Manager IV, LLC, a Delaware limited liability company; KW Ireland, LLC, a Delaware limited liability company; Kennedy Wilson Property Equity IV, LLC, a Delaware limited liability company; Kennedy Wilson Real Estate Sales & Marketing, a California corporation; KWF Investors IV, LLC, a Delaware limited liability company; KWF Investors V, LLC, a Delaware limited liability company; Meyers Research, LLC, a Delaware limited liability company; KW Armacost, LLC, a Delaware limited liability company; Santa Maria Land Partners Manager, LLC, a Delaware limited liability company; KW Investment Adviser, LLC, a Delaware limited liability company; Kennedy-Wilson Capital, a California corporation; KW Four Points LLC, a Delaware limited liability company; KW Loan Partners VII, LLC, a Delaware limited liability company; KWF Investors VII, LLC, a Delaware limited liability company; KWF Manager VII, LLC, a Delaware limited liability company; KW Residential Capital, LLC, a Delaware limited liability company; KW Boise Plaza, LLC, a Delaware limited liability company; KW Loan Partners VIII, LLC, a Delaware limited liability company; Kennedy Wilson Property Services IV, L.P., a Delaware limited partnership; Kennedy Wilson Property Services IV GP, LLC, a Delaware limited liability company; KW EU Loan Partners II, LLC, a Delaware limited liability company; KW 1200 Main LLC, a Delaware limited liability company; KW Harrington LLC, a Delaware limited liability company; KW 5200 Lankershim Manager, LLC, a Delaware limited liability company; KWF Manager

 

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X, LLC, a Delaware limited liability company; KWF Manager XI, LLC, a Delaware limited liability company; KWF Manager XII, LLC, a Delaware limited liability company; KW Real Estate Venture XIII, LLC, a Delaware limited liability company; KWF Manager XIII, LLC, a Delaware limited liability company; KW EU Loan Partners III, LLC, a Delaware limited liability company; KW EU Investors I, LLC, a Delaware limited liability company; KW Richfield Plaza, LLC, a Delaware limited liability company; KW Currier Square Shopping Center, LLC, a Delaware limited liability company; KW Creekview Shopping Center, LLC, a Delaware limited liability company; KW Securities, LLC, a Delaware limited liability company; KW Victory Land Loan, LLC, a Delaware limited liability company (formerly, KW 2012O LLC); KW Victory Plaza Loan, LLC, a Delaware limited liability company (formerly, KW 2012P LLC); Country Ridge IX, LLC, a Delaware limited liability company (formerly, KW 2012V LLC and KW Odgen Hotel, LLC); KW EU Investors VIII, LLC, a Delaware limited liability company (formerly, KW 2012X LLC); KW Park Santa Fe, LLC, a Delaware limited liability company (formerly, KW 2013A LLC); KW Cypress, LLC, a Delaware limited liability company (formerly, KW 2013B LLC); KW Tacoma Condos, LLC, a Delaware limited liability company (formerly, KW 2013C LLC); KW Desert Ramrod Sponsor, LLC, a Delaware limited liability company (formerly, KW 2013D LLC, a Delaware limited liability company); KW Red Cliff Shopping Center, LLC, a Delaware limited liability company; KW Holiday Village Shopping Center, LLC, a Delaware limited liability company; KW 9350 Civic Center Drive, LLC, a Delaware limited liability company; KW Taylor Yard 55, LLC, a Delaware limited liability company; KW Hilltop Manager II, LLC, a Delaware limited liability company; KW Bozeman Investors, LLC, a Delaware limited liability company; KW One Baxter Way GP, LLC, a Delaware limited liability company; KW Riverdale and 36, LLC, a Delaware limited liability company (formerly, KW 2013P LLC); KW 400 California Member, LLC, a Delaware limited liability company (formerly, KW 2013Q LLC); KW CIG Management Services, LLC, a Delaware limited liability company (formerly, KW 2013R LLC); KW Terra West Sponsor, LLC, a Delaware limited liability company (formerly, KW 2013U LLC); KW Hanover Quay, LLC, a Delaware limited liability company (formerly, KW 2013V LLC); Kennedy Wilson Property Equity VI, LLC, a Delaware limited liability company (formerly, KW 2013W LLC); Kennedy Wilson Property Services VI, LLC, a Delaware limited liability company (formerly, KW 2013X LLC); KW LV 3 Sponsor, LLC, a Delaware limited liability company (formerly, KW 2013Z LLC); KW NB LLC, a Delaware limited liability company (formerly, KW2013BB LLC); and KW Camarillo Land, LLC, a Delaware limited liability company (formerly, KW2013CC LLC).

“Subsidiary Guaranty” means a Guarantee by a Subsidiary Guarantor of the Issuer’s obligations with respect to the Notes.

“Temporary Cash Investments” means any of the following:

(1)        any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof;

(2)        investments in time deposit accounts, bankers’ acceptances, certificates of deposit and money market deposits maturing within one year of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Section 3(a)(62) of the Exchange Act) or any money-market fund sponsored by a registered broker-dealer or mutual fund distributor;

(3)        repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above and clauses (4) and (5) below entered into with a bank meeting the qualifications described in clause (2) above;

(4)        investments in commercial paper, maturing not more than one year from the date of creation thereof, issued by a corporation (other than an Affiliate of the Issuer) organized and in existence under the laws

 

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of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P; and

(5)        investments in securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s.

“Termination of Trading” shall mean the termination (but not the temporary suspension) of trading of the Common Stock of Parent, which will be deemed to have occurred if the Common Stock or other securities into which the Parent’s Series A Preferred Stock and Series B Preferred Stock are convertible are not, or are not permitted to be, listed for trading on the New York Stock Exchange or any other U.S. national securities exchange.

“Total Assets” means, as of any date of determination, the total consolidated assets of the Issuer and its Restricted Subsidiaries under GAAP, as of the end of the most recent completed fiscal quarter for which internal financial statements are available, calculated on a pro forma basis to give effect to any acquisition or disposition of assets, companies, divisions, lines of businesses or operations by the Issuer and its Restricted Subsidiaries subsequent to the end of such fiscal quarter and on or prior to the date of determination.

“Unrestricted Subsidiary” means:

(1)        any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and

(2)        any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the covenant described under “—Certain Covenants—Limitation on Restricted Payments.”

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (A) the Issuer could Incur $1.00 of additional Indebtedness under paragraph (a) of the covenant described under “—Certain Covenants—Limitation on Indebtedness” (irrespective of whether that covenant remains in effect) and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination.

Except as described under “—Certain Covenants—Limitation on Indebtedness,” whenever it is necessary to determine whether the Issuer has complied with any covenant in the Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

 

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“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. For the avoidance of doubt, if the capital structure of such Person includes both (x) capital or similar interests; and (y) profit, “promote” or similar interests, then Voting Stock shall be deemed to refer only to such capital or similar interests and not to such profit, “promote” or similar interests.

“Wholly Owned Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Issuer or one or more Wholly Owned Subsidiaries.

Book-Entry, Delivery and Form

The Exchange Notes will be issued in registered, global form (the “Global Notes”) in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below. Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for Notes in certificated form except in the limited circumstances described below. See “—Book-Entry, Delivery and Form—Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of Notes in certificated form.

Depositary Procedures

The following description of the operations and procedures of DTC, Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised us that, pursuant to procedures established by it:

(1)        upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the Initial Purchasers with portions of the principal amount of the Global Notes; and

 

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(2)        ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).

Investors in the Global Notes who are Participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. Euroclear and Clearstream will hold interests in the Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A. /N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of an interest in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or holders thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium and additional interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the Issuer and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. Consequently, none of the Issuer, the Trustee nor any agent of the Issuer or the Trustee has or will have any responsibility or liability for:

(1)        any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2)        any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Issuer. Neither the Issuer nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the Issuer and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

 

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Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf of delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised the Issuer that it will take any action permitted to be taken by a holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of the Issuer, the Trustee or any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes if:

(1)        DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes and DTC fails to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act;

(2)        the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or

(3)        there has occurred and is continuing a Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes under prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture)

 

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Same Day Settlement and Payment

The Issuer will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, interest and additional interest, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note holder. The Issuer will make all payments of principal, interest and premium and additional interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The Notes represented by the Global Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuer expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Issuer that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

 

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of the material U.S. federal income tax consequences of the exchange of the privately placed notes for the exchange notes pursuant to the exchange offer, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of the privately placed notes or the exchange notes. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the exchange of the privately placed notes for the exchange notes pursuant to the exchange offer.

This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

 

  •   U.S. expatriates and former citizens or long-term residents of the United States;

 

  •   persons subject to the alternative minimum tax;

 

  •   United States persons (as defined in the Code) whose functional currency is not the U.S. dollar;

 

  •   persons holding the privately placed notes or exchange notes as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

 

  •   banks, insurance companies, and other financial institutions;

 

  •   real estate investment trusts or regulated investment companies;

 

  •   brokers, dealers or traders in securities;

 

  •   “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

 

  •   S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

 

  •   persons subject to special tax accounting rules as a result of any item of gross income with respect to the privately placed notes or the exchange notes being taken into account in an “applicable financial statement” (as defined in the Code);

 

  •   tax-exempt organizations or governmental organizations; and

 

  •   persons deemed to sell the privately placed notes or the exchange notes under the constructive sale provisions of the Code.

If an entity treated as a partnership for U.S. federal income tax purposes holds the privately placed notes or the exchange notes, the tax treatment of a partner in the partnership will depend on the status of the partner,

 

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the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding the privately placed notes or the exchange notes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE EXCHANGE OF THE PRIVATELY PLACED NOTES FOR THE EXCHANGE NOTES ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Exchange Pursuant to the Exchange Offer

The exchange of the privately placed notes for the exchange notes in the exchange offer will not be treated as an “exchange” for U.S. federal income tax purposes because the exchange notes will not be considered to differ materially in kind or extent from the privately placed notes. Accordingly, the exchange of the privately placed notes for the exchange notes will not be a taxable event to holders for U.S. federal income tax purposes. Moreover, the exchange notes will have the same tax attributes as the privately placed notes exchanged therefor and the same tax consequences to holders as the exchange notes have to holders, including without limitation, the same issue price, tax basis and holding period.

 

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for privately placed notes where the privately placed notes were acquired as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. To the extent any such broker-dealer participates in the exchange offer, we have agreed that for a period of up to 180 days after the day the registered exchange offer expires, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in this prospectus as such broker-dealer may request in the letter of transmittal.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the privately placed notes, other than commissions or concessions of any brokers or dealers, and will indemnify the holders of privately placed notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

 

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LEGAL MATTERS

Certain matters will be passed on for us by Kulik, Gottesman & Siegel, LLP, Los Angeles, California. The validity of the exchange notes and the related guarantees offered hereby will be passed upon for us by Latham  & Watkins LLP, Los Angeles, California.

EXPERTS

The consolidated balance sheets of Kennedy-Wilson Holdings, Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016, 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, 2017, and the related notes and financial statement schedules III and IV (collectively, the “consolidated financial statements”), and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2017 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, 2017, and are incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

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$250,000,000

 

LOGO

Kennedy-Wilson, Inc.

Exchange Offer for

5.875% Senior Notes due 2024

PROSPECTUS

                    , 2018

 

 

 

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 20. 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, 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.

 

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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 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

 

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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, 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 to 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

 

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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.”

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

 

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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.

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.

 

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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 Bylaws 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 or she 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 or her in connection with such action, suit or proceeding if he or she 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. 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 presumption that the person did not act in good faith and in a manner which 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 reasonable cause to believe that his or her 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 or she 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

 

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Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she 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 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 current or former director or officer 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 or she 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 person seeking indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such section. Such determination shall be made:

(A)    by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum;

(B)    by a committee of such directors designated by a majority vote of such directors, even though less than a quorum;

(C)    if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or

(D)    by the stockholders.

7.5    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 he or she 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 or her 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 other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her 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.

 

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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 or she would have with respect to such constituent Corporation if its separate existence had continued. Any reference to an officer of the Corporation in this Article VII shall be deemed to refer exclusively to the Chairman of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer of the Corporation appointed pursuant to Article IV of these Bylaws, and to any Vice President, Assistant Secretary, Assistant Treasurer, Controller or other officer of the Corporation appointed by the Board of Directors pursuant to Article IV of these Bylaws. The fact that any person who is or was an employee of the Corporation has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation shall not result in such person being constituted as, or being deemed to be, an officer of the Corporation for purposes of this Article VII.

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 or she 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.”

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 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

 

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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.

(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

 

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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.”

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

 

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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 advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at

 

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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 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 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, Kennedy-Wilson Property Special Equity III, LLC, Kennedy Wilson Property Services III GP, LLC, KW Montclair, 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 Four Points LLC, KW Loan Partners VII, LLC, KWF Investors VII, LLC, KWF Investors IV, LLC, KWF Investors V, 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 EU Loan Partners II, 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, 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 EU Investors III, LLC, KW EU Investors IV, LLC, KW EU Investors V, LLC, KW 2012T LLC, KW EU Investors II, LLC, Country Ridge IX, LLC, KW EU Investors VII, LLC, KW EU Investors VIII, LLC, KW EU Investors IX, LLC, KW EU Investors X, 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 University Glen Manager, LLC, KW Harbor II, LLC, KW Hillcrest Shopping Center, LLC, KW Riverdale and 36, LLC, KW 400 California Member, LLC, KW CIG Management Services, LLC, KW Albuquerque Far North, LLC, KW Terra West Sponsor, LLC, KW Hanover Quay, LLC, Kennedy Wilson Property Equity VI, LLC, Kennedy Wilson Property Services VI, LLC, KW MW Mullan, LLC, KW LV 3 Sponsor, LLC, KW Eden Plaza, LLC, KW NB LLC, KW Camarillo Land, LLC, KW Portland Southgate, LLC, KW 2013EE LLC, KW EU PRS Investor, LLC, KW Rosewood Premiere,

 

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LLC, KW River Pointe Premiere, 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 are silent with respect to indemnification.

The Limited Liability Company Agreements of each of KW—Richmond, LLC, KWF Investors I, LLC, KWF Investors III, LLC, SG KW Venture I Manager LLC, KWF Investors V, LLC and KWF Investors IV, LLC and the Amended and Restated Limited Liability Company Agreement of KW Loan Partners I 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

 

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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.”

The Amended and Restated Limited Liability Company Agreement of Dillingham Ranch Aina, LLC and Kennedy Wilson Property Services IV GP, LLC and the Limited Liability Company Agreements of each of KW Ireland, LLC, Kennedy Wilson Property Equity IV, LLC, Santa Maria Land Partners Manager, LLC, KW Four Points LLC, KW Loan Partners VII, LLC, KW Boise Plaza, LLC, KW Loan Partners VIII, LLC, KW EU Loan Partners II, LLC, KW 1200 Main, LLC, KW Harrington, 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 KW Residential Capital, LLC, KW 2012T LLC, KW Country Ridge IX, LLC, KW Hilltop Manager II, LLC, KW 2013EE 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, the Amended and Restated Limited Liability Company Agreements of each of KWF Manager X, LLC, KWF Manager XIII, LLC, KW Bozeman Investors, LLC, KW Riverdale and 36, LLC, KW Victory Land Loan LLC, KW Victory Plaza Loan, LLC, KW One Baxter Way GP, LLC, KW 9350 Civic Center Drive, LLC, KW Currier Square Shopping Center, LLC, KW Cypress, LLC, KW Desert Ramrod, LLC, KW EU PRS Investor, LLC, KW EU Investors VIII, LLC, KW Creekview Shopping Center, LLC, KW 400 California Member, LLC, KW CIG Management Services, LLC, KW Terra West Sponsor, LLC, KW Hanover Quay, LLC, KW Harbor II, LLC, KW Hillcrest Shopping Center, LLC, KW Albuquerque Far North, LLC, KW Holiday Village Shopping Center, LLC, Kennedy Wilson Property Equity VI, LLC, Kennedy Wilson Property Services VI, LLC, KW LV 3 Sponsor, LLC, KW NB LLC, KW EU Investors II, LLC, KW EU Investors IX, LLC, KW EU Investors X, LLC, KW Richfield Plaza, LLC, KW Eden Plaza, LLC, KW Tacoma Condos, LLC, KW Securities, LLC, KW Taylor Yard 55, LLC, KW Portland Southgate, LLC, KW Park Santa Fe, LLC, KW Rosewood Premiere, LLC, KW River Pointe Premiere, LLC, KW Red Cliff Shopping Center, LLC and KW Camarillo Land, LLC, and the Second Amended and Restated Limited Liability Company Agreement of each of KW EU Investors I, LLC, KW EU Loan Partners III, LLC, KW EU Investors III, LLC, KW EU Investors IV, LLC and KW EU Investors V, 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

 

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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 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, and Kennedy Wilson Property Services III 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, and KWF Manager IV, 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

 

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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, 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 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

 

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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 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.”

 

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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 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.”

The Amended and Restated Limited Liability Company Agreement of KW University Glen Manager, LLC provides as follows:

“17. Exculpation: Indemnification by the Company. To the maximum extent permitted by law, no officer of the Company or the Sole Member 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 any officer of the Company and/or 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. Additionally, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless each officer of the Company from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by any officer of the Company arising out of any claim based upon any acts performed or omitted to be performed by the officers of the Company 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 obligation of the Company in the immediately preceding two (2) sentences shall be subordinate to the Lender’s rights under the Loan Documents.”

The Amended and Restated Limited Liability Company Agreement of KW MW Mullan, LLC provides as follows:

“14. Exculpation: Indemnification by the Company. To the maximum extent permitted by law, no officer of the Company or 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 any officer of the Company and/or 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,

 

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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. Additionally, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless each officer of the Company from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by any officer of the Company arising out of any claim based upon any acts performed or omitted to be performed by the officers of the Company 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 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.

 

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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 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.”

Delaware Limited Partnership Subsidiary Guarantors

The Certificate of Limited Partnership of each of Kennedy Wilson Property Services III, L.P. and Kennedy Wilson Property Services IV, L.P. are silent with respect to indemnification.

The Agreement of Limited Partnership of each of Kennedy Wilson Property Services III, L.P. and Kennedy Wilson Property Services IV, L.P. are silent with respect to indemnification.

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 Articles of Organization of Kennedy Wilson Fund Management Group, LLC are silent with respect to indemnification.

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.”

 

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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 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS

The attached exhibit index is incorporated by reference herein.

(B) FINANCIAL STATEMENT SCHEDULES

Financial schedules are omitted because they are not applicable or the information is incorporated herein by reference.

 

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ITEM 22. UNDERTAKINGS

I.             Each of the undersigned registrants hereby undertakes:

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

 

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

 

  b. 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

 

  c. 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;

B.            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;

C.            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;

D.            that, for the purpose of determining liability under the Securities Act to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. 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 of sale prior to such first use, 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 date of first use;

E.            that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the 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,

 

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the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  a. any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

 

  b. any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

 

  c. the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

 

  d. any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

II.            Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of such registrant’s annual report pursuant to section 13(a) or section 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.

III.            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 Act 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 such 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, each 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 Act and will be governed by the final adjudication of such issue.

IV.            Each undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

V.            Each undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

 

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EXHIBIT INDEX

 

Exhibit No.      

 

  

Description

 

  

Reference

 

3.01   Amended and Restated Certificate of Incorporation of Kennedy-Wilson Holdings, Inc.   Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No.: 001-33824) filed June 19, 2014.
3.02   Amended and Restated Bylaws of Kennedy-Wilson Holdings, Inc.   Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (001-33824) filed February 5, 2018.
3.03   Amended and Restated Certificate of Incorporation of Kennedy-Wilson, Inc.   Filed herewith.
3.04   Amended and Restated Bylaws of Kennedy-Wilson, Inc.   Filed as Exhibit 3.4 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.05   Limited Liability Company Agreement of 68-540 Farrington, LLC   Filed as Exhibit 3.31 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.06   Limited Liability Company Agreement of Country Ridge IX, LLC   Filed herewith.
3.07   Amended and Restated Limited Liability Company Agreement of Dillingham Ranch Aina LLC   Filed as Exhibit 3.36 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.08   Certificate of Incorporation of Fairways 340 Corp.   Filed as Exhibit 3.9 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.09   Bylaws of Fairways 340 Corp.   Filed as Exhibit 3.25 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.10   Articles of Incorporation of Kennedy Wilson Auction Group Inc.   Filed as Exhibit 3.17 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-186690) filed February 14, 2013 and incorporated by reference herein.
3.11   Operating Agreement of Kennedy Wilson Fund Management Group, LLC   Filed as Exhibit 3.42 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.12   Certificate of Incorporation of Kennedy Wilson Overseas Investments, Inc.   Filed as Exhibit 3.10 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.

 

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Exhibit No.      

 

  

Description

 

  

Reference

 

3.13   Limited Liability Company Agreement of Kennedy Wilson Property Equity IV, LLC   Filed as Exhibit 3.37 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.14   Certificate of Limited Partnership of Kennedy Wilson Property Services III, L.P.   Filed as Exhibit 3.7 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.15   Agreement of Limited Partnership of Kennedy Wilson Property Services III, L.P.   Filed as Exhibit 3.41 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.16   Certificate of Limited Partnership of Kennedy Wilson Property Services IV, L.P.   Filed as Exhibit 3.21 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-186690) filed February 14, 2013 and incorporated by reference herein.
3.17   Certificate of Formation of Kennedy Wilson Property Special Equity III, LLC   Filed as Exhibit 3.8 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.18   Limited Liability Company Agreement of Kennedy Wilson Property Special Equity III, LLC   Filed as Exhibit 3.39 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.19   Articles of Incorporation of Kennedy-Wilson Capital   Filed as Exhibit 3.18 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-186690) filed February 14, 2013 and incorporated by reference herein.
3.20   Bylaws of Kennedy-Wilson Capital   Filed as Exhibit 3.33 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-186690) filed February 14, 2013 and incorporated by reference herein.
3.21   Certificate of Incorporation of Kennedy-Wilson Properties, Ltd.   Filed as Exhibit 3.5 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.22   Bylaws of Kennedy-Wilson Properties, Ltd.   Filed as Exhibit 3.26 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.23   Articles of Incorporation of Kennedy-Wilson Properties, LTD.   Filed as Exhibit 3.19 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.

 

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Exhibit No.      

 

  

Description

 

  

Reference

 

3.24   Bylaws of Kennedy-Wilson Property Equity, Inc.   Filed as Exhibit 3.22 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.25   Certificate of Incorporation of Kennedy-Wilson Property Services II, Inc.   Filed as Exhibit 3.6 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.26   Bylaws of Kennedy-Wilson Property Services II, Inc.   Filed as Exhibit 3.23 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.27   Limited Liability Company Agreement of KW Armacost, LLC   Filed as Exhibit 3.27 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-186690) filed February 14, 2013 and incorporated by reference herein.
3.28   Limited Liability Company Agreement of KW BASGF II Manager, LLC   Filed as Exhibit 3.38 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.29   Certificate of Formation of KW Hilltop Manager II, LLC   Filed herewith.
3.30   Limited Liability Company Agreement of KW Investment Adviser, LLC  

Filed as Exhibit 3.32 to Kennedy-Wilson

Inc.’s Registration Statement on Form S-4 (File No. 333-186690) filed February 14, 2013 and incorporated by reference herein.

3.31   Certificate of Formation of KW Loan Partners I LLC  

Filed as Exhibit 3.16 to Kennedy-Wilson

Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.

3.32   Articles of Incorporation of K-W Properties.   Filed as Exhibit 3.11 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.33   Bylaws of K-W Properties.   Filed as Exhibit 3.24 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.34   Certificate of Formation of KW Summer House Manager, LLC   Filed as Exhibit 3.14 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.35   Limited Liability Company Agreement of KW Summer House Manager, LLC   Filed as Exhibit 3.35 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.

 

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Exhibit No.      

 

  

Description

 

  

Reference

 

3.36   Certificate of Formation of KWF Investors I, LLC   Filed as Exhibit 3.12 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.37   Limited Liability Company Agreement of KWF Investors III, LLC   Filed as Exhibit 3.40 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.38   Limited Liability Company Agreement of KWF Manager I, LLC   Filed as Exhibit 3.28 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.39   Certificate of Formation of KWF Manager X, LLC   Filed as Exhibit 3.44 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-186690) filed February 14, 2013 and incorporated by reference herein.
3.40   Amended and Restated Limited Liability Company Agreement of KWF Manager X, LLC   Filed as Exhibit 3.45 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-186690) filed February 14, 2013 and incorporated by reference herein.
3.41   Certificate of Formation of KWF Manager XI, LLC   Filed as Exhibit 3.46 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-186690) filed February 14, 2013 and incorporated by reference herein.
3.42   Limited Liability Company Agreement of KWF Manager XI, LLC   Filed as Exhibit 3.47 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-186690) filed February 14, 2013 and incorporated by reference herein.
3.43   Certificate of Formation of KWF Manager XII, LLC   Filed as Exhibit 3.48 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-186690) filed February 14, 2013 and incorporated by reference herein.
3.44   Limited Liability Company Agreement of KWF Manager XII, LLC   Filed as Exhibit 3.49 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-186690) filed February 14, 2013 and incorporated by reference herein.
3.45   Limited Liability Company Agreement of KW—Richmond, LLC   Filed as Exhibit 3.30 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.46   Certificate of Formation of SG KW Venture I Manager LLC   Filed as Exhibit 3.13 to Kennedy-Wilson Inc.’s Registration Statement on Form S-4 (File No. 333-177177) filed October 5, 2011 and incorporated by reference herein.
3.47   Articles of Organization of Kennedy Wilson Fund Management Group, LLC.   Filed herewith.

 

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Exhibit No.      

 

  

Description

 

  

Reference

 

3.48   Bylaws of Kennedy-Wilson International.   Filed herewith.
3.49   Operating Agreement of KW Montclair, LLC   Filed herewith.
4.1   Specimen Common Stock Certificate.   Filed as an Exhibit to the Registrant’s Registration Statement on Amendment no. 1 to Form 8-A (File No.: 333-145110) filed on November 16, 2009 and incorporated by reference herein.
4.2   Base Indenture dated March  25, 2014 between Kennedy-Wilson, Inc. and Wilmington Trust, National Association, as trustee.   Filed as Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q (001-33824) filed May 12, 2014.
4.3   Supplemental Indenture No. 1 dated March  25, 2014 among Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.   Filed as Exhibit 4.2 to Registrant’s Current Report on Form 8-K (001-33824) filed March 26, 2014.
4.4   Supplemental Indenture No. 2 dated September  5, 2014 among Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.   Filed as Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q (001-33824) filed November 10, 2014.
4.5   Supplemental Indenture No. 3 dated November  11, 2014 among Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.   Filed as Exhibit 4.4 to Registrant’s Current Report on Form 8-K (001-33824) filed November 18, 2014.
4.6   Supplemental Indenture No. 4 dated January  22, 2016 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the related entity names there in, the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.   Filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q (001-33824) filed May 6, 2016.
4.7   Supplemental Indenture No. 5 dated February  11, 2016 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantor named therein and Wilmington Trust, National Association, as trustee.   Filed as Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q (001-33824) filed May 6, 2016.
4.8   Supplemental Indenture No. 6 dated May  19, 2016 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the related entity names there in, the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.   Filed as Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q (001-33824) filed August 5, 2016.

 

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Exhibit No.      

 

  

Description

 

  

Reference

 

4.9   Supplemental Indenture No. 7 dated April  13, 2017 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the related entity names there in, the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.   Filed as Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q (001-33824) filed May 10, 2017.
4.10   Supplemental Indenture No. 8 dated February 16, 2018 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the related entity names there in, the subsidiary guarantors named therein and Wilmington Trust, National Association, as truystee.   Filed as Exhibit 4.10 to Registrant’s Annual Report on Form 10-K (001-33824) filed February 27, 2018.
4.11   Supplemental Indenture No. 9 dated March  2, 2018 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the related entity names there in, the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.   Filed as Exhibit 4.10 to Registrant’s Current Report on Form 8-K (001-33824) filed March 2, 2018.
4.12   Registration Rights Agreement, dated March  2, 2018, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., certain subsidiaries of the Issuer signatories thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated.   Filed as Exhibit 4.11 to Registrant’s Current Report on Form 8-K (001-33824) filed March 2, 2018.
4.13   Base Indenture dated March  25, 2014 between Kennedy-Wilson, Inc. and Wilmington Trust, National Association, as trustee.   Filed as Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q (001-33824) filed May 12, 2014.
5.1   Opinion of Latham & Watkins LLP   Filed herewith.
5.2   Opinion of Kulik, Gottesman & Siegel LLP   Filed herewith.
10.1†   Fifteenth Amendment to Employment Agreement by Kennedy-Wilson,  Inc. and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.2†   Employment Agreement dated August  14, 1992 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.3†   Amendment to Employment Agreement dated as of January  1, 1993 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.

 

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Exhibit No.      

 

  

Description

 

  

Reference

 

10.4†   Second Amendment to Employment Agreement dated as of between January  1, 1994 Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.5†   Third Amendment to Employment Agreement dated as of March 31, 1995 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Amendment No. 2 to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 23, 2009 and incorporated by reference herein.
10.6†   Fourth Amendment to Employment Agreement dated as of January 1, 1996 Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Amendment No. 2 to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 23, 2009 and incorporated by reference herein.
10.7†   Amendment to Employment Agreement dated as of February  28, 1996 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.8†   Fifth Amendment to Employment Agreement dated as of May  19, 1997 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.9†   Sixth Amendment to Employment Agreement dated as of August  20, 1998 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.10†   Seventh Amendment to Employment Agreement dated as of August  9, 1999 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.11†   Eighth Amendment to Employment Agreement dated as of January  3, 2000 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.12†   Ninth Amendment to Employment Agreement dated as of October  1, 2000 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.

 

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Exhibit No.      

 

  

Description

 

  

Reference

 

10.13†   Tenth Amendment to Employment Agreement dated as of April  22, 2002 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.14†   Eleventh Amendment to Employment Agreement dated as of October  1, 2003 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.15†   Twelfth Amendment to Employment Agreement dated as of April  21, 2004 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.16†   Thirteenth Amendment to Employment Agreement dated as of January  1, 2008 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.17†   Fourteenth Amendment to Employment Agreement dated as of February  1, 2009 between Kennedy-Wilson and William J. McMorrow.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.18†   Employment Agreement dated February 1, 2009 between Kennedy-Wilson and Mary L. Ricks.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.19†   First Amendment to Employment Agreement dated June  1, 2009 between Kennedy-Wilson and Mary L. Ricks.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.20†   Second Amendment to Employment Agreement by Kennedy-Wilson, Inc. and Mary L. Ricks.   Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
10.21†   Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan.   Filed as an Exhibit to the Registrant’s Current Report on Form 8-K (File No.: 001-33824) filed January 30, 2012.
10.22†   First Amendment to Amended and Restated 2009 Equity Participation Plan.   Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K (001-33824) filed June 19, 2014.

 

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Exhibit No.      

 

  

Description

 

  

Reference

 

10.23†   Second Amended and Restated 2009 Equity Participation Plan.   Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K (001-33824) filed June 16, 2017.
10.24†   Form of First Amendment to Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Restricted Stock Award Agreement   Filed as Exhibit 10.114 to Registrant’s Annual Report on Form 10-K filed March 12, 2013.
10.25†   Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Employee Restricted Stock Award Agreement   Filed as Exhibit 10.115 to Registrant’s Annual Report on Form 10-K filed March 12, 2013.
10.26†   Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Consultant Restricted Stock Award Agreement   Filed as Exhibit 10.116 to Registrant’s Annual Report on Form 10-K filed March 12, 2013.
10.27†   Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Employee Restricted Stock Award Agreement.   Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K (001-33824) filed July 18, 2014.
10.28†   Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Director Restricted Stock Award Agreement   Filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q (001-33824) filed August 8, 2014
10.29†   Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Employee Restricted Stock Award Agreement   Filed as an Exhibit to the Registrant’s Current Report on Form 8-K (File No.: 001-33824) filed October 16, 2015
10.30†   Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Director Restricted Stock Award Agreement   Filed as Exhibit 10.29 to Registrant’s Annual Report on Form 10-K (001-33824) filed February 27, 2018.
10.31†   Form of Kennedy-Wilson Holdings, Inc. Second Amended and Restated 2009 Total Shareholder Return Performance-Based Employee Restricted Stock Award Agreement.   Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K (001-33824) filed November 21, 2017.
10.32†   Form of Kennedy-Wilson Holdings, Inc. Second Amended and Restated 2009 Return on Equity Performance-Based Employee Restricted Stock Award Agreement.   Filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K (001-33824) filed November 21, 2017.
10.33†   Form of Kennedy-Wilson Holdings, Inc. Second Amended and Restated 2009 Time-Based Employee Restricted Stock Award Agreement.   Filed as Exhibit 10.3 to Registrant’s Current Report on Form 8-K (001-33824) filed November 21, 2017.
10.34†   Sixteenth Amendment to Employment Agreement dated August  6, 2014 by and between Kennedy-Wilson, Inc. and William J. McMorrow.   Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K (001-33824) filed August 8, 2014.

 

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Exhibit No.      

 

  

Description

 

  

Reference

 

10.35†   Fourth Amendment to Employment Agreement dated August  6, 2014 by and between Kennedy-Wilson, Inc., and Mary L. Ricks.   Filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K (001-33824) filed August 8, 2014.
10.36†   Employment Agreement dated December 29, 2014 between Kennedy-Wilson, Inc. and Kent Mouton.   Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K (001-33824) filed December 30, 2014.
10.37†   Employment Agreement dated December 29, 2014 between Kennedy-Wilson, Inc. and Matt Windisch.   Filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K (001-33824) filed December 30, 2014.
10.38†   Employment Agreement dated December 29, 2014 between Kennedy-Wilson, Inc. and Justin Enbody.   Filed as Exhibit 10.3 to Registrant’s Current Report on Form 8-K (001-33824) filed December 30, 2014.
10.39†   Form of Award Letter   Filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 8-K (001-33824) filed August 28, 2015.
10.40†   Form of Restricted Share Unit Agreement.   Filed as Exhibit 10.2 to Registrant’s Quarterly Report on Form 8-K (001-33824) filed August 28, 2015.
10.41   Joinder Agreement, dated as of April  18, 2017 among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A.   Filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q (001-33824) filed May 10, 2017.
10.42   Amended and Restated Credit Agreement, dated October  20, 2017, among Kennedy-Wilson, Inc., as borrower, Kennedy- Wilson Holdings, Inc. and certain subsidiaries of Kennedy-Wilson Holdings, Inc. from time to time party thereto as guarantors, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and Bank of America,   Filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 8-K (001-33824) filed October 20, 2017.
10.43   Joinder Agreement, dated as of February  16, 2018 among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A.   Filed as Exhibit 10.43 to Registrant’s Annual Report on Form 10-K (001-33824) filed February 27, 2018.
10.44   Schedule of Omitted Documents.   Filed herewith.
21   List of Subsidiaries   Filed herewith.
23.1   Consent of Independent Registered Public Accounting Firm   Filed herewith.
23.2   Consent of Latham & Watkins LLP (included in Exhibit 5.1 above).   Filed herewith.
23.3   Consent of Opinion of Kulik, Gottesman & Siegel LLP (included in Exhibit 5.2 above).   Filed herewith.
24.1   Power of Attorney (included on signature pages).   Filed herewith.

 

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Exhibit No.      

 

  

Description

 

  

Reference

 

25.1   Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust, National Association (Form T-1).   Filed herewith.
99.1   Form of Letter of Transmittal with Respect to the Exchange Offer   Filed herewith.
99.2   Form of Notice of Guaranteed Delivery with Respect to the Exchange offer   Filed herewith.
99.3   Form of Letter to DTC Participants Regarding the Exchange offer   Filed herewith.
99.4   Form of Letter to Beneficial Holder Regarding the Exchange offer   Filed herewith.

 

 

  † Management Contract, Compensation Plan or Agreement.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 18th day of June, 2018.

 

NAME

   

TITLE

  

DATE

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Chief Executive Officer and Chairman (principal executive officer)   June 18, 2018

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer)   June 18, 2018

/S/ NORM CREIGHTON

Norm Creighton

   

Director

   June 18, 2018

/S/ CATHY HENDRICKSON

Cathy Hendrickson

   

Director

   June 18, 2018

/S/ DAVID A. MINELLA

David A. Minella

   

Director

   June 18, 2018

/S/ KENT MOUTON

Kent Mouton

   

Director

   June 18, 2018

/S/ MARY RICKS

Mary Ricks

   

Director

   June 18, 2018

 

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/S/ JERRY SOLOMON

Jerry Solomon

   

Director

   June 18, 2018

/S/ JOHN TAYLOR

John Taylor

   

Director

   June 18, 2018

/S/ SANAZ ZAIMI

Sanaz Zaimi

   

Director

   June 18, 2018

/S/ STANLEY ZAX

Stanley Zax

   

Director

   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 18th day of June, 2018.

 

NAME

   

TITLE

  

DATE

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    President, Chief Executive Officer (principal executive officer) and Director   June 18, 2018

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Secretary   June 18, 2018

/S/ NORM CREIGHTON

Norm Creighton

   

Director

   June 18, 2018

/S/ CATHY HENDRICKSON

Cathy Hendrickson

   

Director

   June 18, 2018

/S/ DAVID A. MINELLA

David A. Minella

   

Director

   June 18, 2018

/S/ KENT MOUTON

Kent Mouton

   

Director

   June 18, 2018

/S/ MARY RICKS

Mary Ricks

   

Director

   June 18, 2018

 

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/S/ JERRY SOLOMON

Jerry Solomon

   

Director

   June 18, 2018

/S/ JOHN TAYLOR

John Taylor

   

Director

   June 18, 2018

/S/ SANAZ ZAIMI

Sanaz Zaimi

   

Director

   June 18, 2018

/S/ STANLEY ZAX

Stanley Zax

   

Director

   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 18th day of June, 2018.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

Kent Mouton

   

President (principal executive

officer) and Director

   June 18, 2018

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director   June 18, 2018

/S/ WILLIAM J. MCMORROW

William J. McMorrow

   

Director

   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

Kent Mouton

    President (principal executive officer) and Director   June 18, 2018

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer), Secretary and Director   June 18, 2018

/S/ WILLIAM J. MCMORROW

William J. McMorrow

   

Vice President and Director

   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

Kent Mouton

    President, Chief Executive Officer (principal executive officer) and Director   June 18, 2018

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director   June 18, 2018

/S/ WILLIAM J. MCMORROW

William J. McMorrow

   

Director

   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Chief Executive Officer (principal executive officer) and Director   June 18, 2018

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer), Assistant Secretary and Director   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

Kent Mouton

    President (principal executive officer)   June 18, 2018

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Secretary   June 18, 2018

/S/ WILLIAM J. MCMORROW

William J. McMorrow

   

Vice President and Director

   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ JUSTIN ENBODY

Justin Enbody

    President and Chief Financial Officer (principal executive officer and principal financial and accounting officer) and Director   June 18, 2018

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Vice President and Director   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

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   June 18, 2018

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Director   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    President (principal executive officer)   June 18, 2018

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Secretary   June 18, 2018

/S/ WILLIAM J. MCMORROW

William J. McMorrow

   

Director

   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

K-W Properties

By:

   

      /S/ KENT MOUTON

  

      Kent Motuon

  

      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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

Kent Mouton

    President (principal executive officer)   June 18, 2018

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and accounting officer)   June 18, 2018

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Vice President, Assistant Secretary and Director   June 18, 2018

/S/ MARY L. RICKS

Mary L. Ricks

   

Director

   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    President (principal executive officer), Assistant Secretary and Director   June 18, 2018

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director   June 18, 2018

/S/ WILLIAM J. MCMORROW

William J. McMorrow

   

Vice President and Director

   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    President, Chief Executive Officer (principal executive officer) and Director   June 18, 2018

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director   June 18, 2018

/S/ MARY L. RICKS

Mary L. Ricks

   

Vice President and Director

   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ RHETT WINCHELL

Rhett Winchell

    President (principal executive officer) and Director   June 18, 2018

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director   June 18, 2018

/S/ MARTY CLOUSER

Marty Clouser

   

Vice President and Director

   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

Kennedy-Wilson Properties, LTD.

By:

   

      /S/ ED SACHSE

  

      Ed Sachse

  

      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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ ED SACHSE

Ed Sachse

    President (principal executive officer) and Director   June 18, 2018

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Secretary   June 18, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

   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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

    President (principal executive officer) and Director  

June 18, 2018

Kent Mouton     

/S/ JUSTIN ENBODY

Justin Enbody

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director  

June 18, 2018

/S/ WILLIAM J. MCMORROW

    Vice President and Director  

June 18, 2018

William J. McMorrow     

/S/ JOHN C. PRABHU

   

Director

  

June 18, 2018

John C. Prabhu     

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

   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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ JUSTIN ENBODY

    Chairman (principal executive officer) and Director  

June 18, 2018

Justin Enbody     

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Chief Financial Officer (principal financial officer and principal accounting officer) and Director  

June 18, 2018

/S/ KENT MOUTON

    Director  

June 18, 2018

Kent Mouton     

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

   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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

    Manager (principal executive officer)  

June 18, 2018

Kent Mouton     

/S/ JUSTIN ENBODY

    Chief Financial Officer (principal financial officer and principal accounting officer)  

June 18, 2018

Justin Enbody     
Kennedy-Wilson Property Services III GP, LLC    General Partner*  

June 18, 2018

 

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, the undersigned registrant 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 18th day of June, 2018.

 

   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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

    Vice President (principal executive officer)  

June 18, 2018

Mary L. Ricks     

/S/ JUSTIN ENBODY

    Chief Financial Officer (principal financial officer and principal accounting officer)  

June 18, 2018

Justin Enbody     
68-540 Farrington, LLC   

Sole Member*

  

June 18, 2018

 

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, the undersigned registrant 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 18th day of June, 2018.

 

   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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

    Vice President (principal executive officer)  

June 18, 2018

Mary L. Ricks     

/S/ JUSTIN ENBODY

    Chief Financial Officer (principal financial officer and principal accounting officer)  

June 18, 2018

Justin Enbody     

KW Dillingham Aina, LLC

    Sole Member*  

June 18, 2018

 

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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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

   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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

    President (principal executive officer)  

June 18, 2018

Mary L. Ricks     

/S/ JOHN C. PRABHU

    Treasurer (principal financial officer and principal accounting officer)  

June 18, 2018

John C. Prabhu     

Kennedy-Wilson, Inc.

    Sole or Managing Member*  

June 18, 2018

 

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, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ RHETT WINCHELL

    President (principal executive officer) and Director  

June 18, 2018

Rhett Winchell     

/S/ JUSTIN ENBODY

    Chief Financial Officer (principal financial officer and principal accounting officer)  

June 18, 2018

Justin Enbody     

/S/ MARTY CLOUSER

   

Vice President and Director

  

June 18, 2018

Marty Clouser     

/S/ KENT MOUTON

   

Secretary and Director

  

June 18, 2018

Kent Mouton     

 

II-62

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

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

June 18, 2018

William J. McMorrow     

/S/ JUSTIN ENBODY

Justin Enbody

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

June 18, 2018

Kennedy-Wilson, Inc.

   

Sole or Managing Member*

  

June 18, 2018

 

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, the undersigned registrant 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 18th day of June, 2018.

 

   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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

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

June 18, 2018

William J. McMorrow     

/S/ JUSTIN ENBODY

Justin Enbody

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

June 18, 2018

Kennedy-Wilson, Inc.

    Sole or Managing Member*  

June 18, 2018

 

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, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ MARY RICKS

    President (principal executive officer) and Director  

June 18, 2018

Mary Ricks     

/S/ JUSTIN ENBODY

    Chief Financial Officer (principal financial officer and principal accounting officer)  

June 18, 2018

Justin Enbody     

/S/ KENT MOUTON

    Director  

June 18, 2018

Kent Mouton     

/S/ WILLIAM J. MCMORROW

   

Director

  

June 18, 2018

William J. McMorrow     

 

II-65

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant 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 18th day of June, 2018.

 

  

KW Four Points LLC

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

    President (principal executive officer)  

June 18, 2018

Kent Mouton     

/S/ MATT WINDISCH

    Treasurer (principal financial officer and principal accounting officer)  

June 18, 2018

Matt Windisch     

Kennedy-Wilson Capital

   

Sole or Managing Member*

  

June 18, 2018

 

By:

  

      /S/ MARY RICKS

 

      Mary Ricks

 

      President

 

* 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, the undersigned registrant 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 18th day of June, 2018.

 

  

KW Residential Capital, LLC

By:

   

      /S/ MATT WINDISCH

  

      Matt Windisch

  

      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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ MATT WINDISCH

    President (principal executive officer)  

June 18, 2018

Matt Windisch     

/S/ KENT MOUTON

    Treasurer (principal financial officer and principal accounting officer)  

June 18, 2018

Kent Mouton     

Kennedy-Wilson, Inc.

   

Sole or Managing Member*

  

June 18, 2018

 

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, the undersigned registrant 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 18th day of June, 2018.

 

  

KW Loan Partners VIII, LLC

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

    President (principal executive officer)  

June 18, 2018

Kent Mouton     

/S/ MATT WINDISCH

    Treasurer (principal financial officer and principal accounting officer)  

June 18, 2018

Matt Windisch     

Kennedy-Wilson Capital

   

Sole or Managing Member*

  

June 18, 2018

 

By:

  

      /S/ MARY RICKS

 

      Mary Ricks

 

      President

 

* 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, the undersigned registrant 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 18th day of June, 2018.

 

  

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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

    President (principal executive officer)  

June 18, 2018

Kent Mouton     

/S/ JUSTIN ENBODY

    Treasurer (principal financial officer and principal accounting officer)  

June 18, 2018

Justin Enbody     
Kennedy Wilson Property Services IV GP, LLC   

General Partner*

  

June 18, 2018

 

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, the undersigned registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 18th day of June, 2018.

Kennedy Wilson Property Services III GP, LLC

KW BASGF II Manager, LLC

KWF Investors I, 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 Summer House Manager, LLC

KW Montclair, LLC

KW Serenade Manager, LLC

KW Redmond Manager, LLC

KW Dillingham Aina LLC

Kennedy Wilson Fund Management Group, LLC

KWF Manager IV, LLC

Kennedy Wilson Property Equity IV, LLC

KWF Investors IV, LLC

KWF Investors V, LLC

KW Armacost, LLC

Santa Maria Land Partners Manager, 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 EU Loan Partners II, 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

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 EU Investors III, LLC

KW EU Investors IV, LLC

KW EU Investors V, LLC

 

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KW 2012T LLC

KW EU Investors II, LLC

Country Ridge IX, LLC

KW EU Investors VII, LLC

KW EU Investors VIII, LLC

KW EU Investors IX, LLC

KW EU Investors X, 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 University Glen Manager, LLC

KW Harbor II, LLC

KW Hillcrest Shopping Center, LLC

KW Riverdale and 36, LLC

KW 400 California Member, LLC

KW CIG Management Services, LLC

KW Albuquerque Far North, LLC

KW Terra West Sponsor, LLC

KW Hanover Quay, LLC

Kennedy Wilson Property Equity VI, LLC

Kennedy Wilson Property Services VI, LLC

KW MW Mullan, LLC

KW LV 3 Sponsor, LLC

KW Eden Plaza, LLC

KW NB LLC

KW Camarillo Land, LLC

KW Portland Southgate, LLC

KW 2013EE LLC

KW EU PRS Investor, LLC

KW Rosewood Premiere, LLC

KW River Pointe Premiere, 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

 

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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 June 18, 2018.

 

Name

   

Title

  

Date

/S/ KENT MOUTON

    President (principal executive officer)  

June 18, 2018

Kent Mouton     

/S/ JUSTIN ENBODY

    Treasurer (principal financial officer and principal accounting officer)  

June 18, 2018

Justin Enbody     

K-W Properties

    Sole Member*  

June 18, 2018

 

By:

  

        /S/ KENT MOUTON

 

 

        Kent Mouton

 

        President

 

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

 

II-73

EX-3.03 2 d524253dex303.htm EX-3.03 EX-3.03

Exhibit 3.03

 

  

Delaware

The First State

   

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF “KENNEDY-WILSON, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

RESTATED CERTIFICATE, FILED THE TWENTY-THIRD DAY OF NOVEMBER, A.D. 2009, AT 8:43 O’CLOCK P.M.

 

   LOGO   

/s/ Jeffrey W. Bullock

Jeffrey W. Bullock, Secretary of State

2292670 8100X       Authentication: 203308594
SR# 20176382698       Date: 09-28-17
You may verify this certificate online at corp.delaware.gov/authver.shtml   

 

Page 1

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:20 PM 11/23/2009

FILED 08:43 PM 11/23/2009

SRV 091042664 - 2292670 FILE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

KENNEDY-WILSON, INC.

Kennedy-Wilson, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), as amended (the “Company”), does hereby certify that:

(a) The name of the Company is Kennedy-Wilson, Inc. The original Certificate of Incorporation was initially filed with the Secretary of State of Delaware on March 27, 1992.

(b) This Amended and Restated Certificate of Incorporation (this “Certificate of Incorporation”), which restates and amends the Certificate of Incorporation filed with the Secretary of State of Delaware on March 27, 1992, which was amended by Certificates of Amendment of the Certificate of Incorporation on November 20, 1995, November 19, 1996, December 15, 1997, April 30, 1998, April 15, 1999 and March 25, 2009, was duly adopted in accordance with the provisions of Section 242 and 245 of the General Corporation Law, and was approved by written consent of the stockholders of the Company pursuant to Section 228(d) of the Delaware General Corporation Law. Prompt notice of such action will be given to stockholders who did not consent in writing.

The text of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

FIRST. The name of the corporation is Kennedy-Wilson, Inc. (the “Corporation”).

SECOND. The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

 

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FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is 100 shares of Common Stock with a par value of one-tenth of one cent ($.001) per share.

A description of the respective classes of stock and a statement of the designations, powers, preferences and rights, and the qualifications, limitations and restrictions of the Common Stock are as follows:

1. COMMON STOCK

A. Voting Rights. Except as otherwise required by law or this Certificate of Incorporation, each holder of Common Stock shall have one vote in respect of each share of stock held by him of record on the books of the Corporation for the election of directors and on all matters submitted to a vote of stockholders of the Corporation.

B. Dividends. The holders of shares of Common Stock shall be entitled to receive, when and if declared by the Board of Directors of the Corporation (the “Board of Directors”), out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property or in shares of capital stock.

C. Dissolution, Liquidation or Winding Up. In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, holders of Common Stock shall be entitled, unless otherwise provided by law or this Certificate of Incorporation, to receive all of the remaining assets of the Corporation of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

FIFTH. The corporation is to have perpetual existence.

SIXTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:

1. The Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation.

 

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2. Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

3. The books of the Corporation may be kept at such place within or without the State of Delaware as the By-Laws of the Corporation may provide or as may be designated from time to time by the Board of Directors.

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

 

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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, 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 1 and 2 of this Article, or in defense of any claim, issue or matter therein, or on appeal from any such action,

 

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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

 

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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 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

 

6

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.

 

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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, 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 to 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.

 

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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 145(h) and Section 145(i) of the General Corporation Law of the State of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(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.

EIGHTH. The Corporation reserves the right to amend or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder herein are granted subject to this reservation.

[The remainder of this page is intentionally left blank.]

 

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KENNEDY-WILSON, INC.
By:  

/s/ William J. McMorrow

  Name: William J. McMorrow
  Title: Chief Executive Officer

[Signature page to the Certificate of Incorporation of Kennedy-Wilson, Inc.]

EX-3.06 3 d524253dex306.htm EX-3.06 EX-3.06

Exhibit 3.06

LIMITED LIABILITY COMPANY AGREEMENT

OF

COUNTRY RIDGE IX, LLC

Dated as of February 20, 2014

K-W Properties, a California corporation, has formed the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18 101, et seq. (the “Delaware Act”), and hereby declares the following to be the Limited Liability Company Agreement of the Company:

1.        Definitions.   Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person. As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Agreement” means this Limited Liability Company Agreement of Country Ridge IX, LLC, as the same may be hereafter amended, modified and/or restated from time to time.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Company” has the meaning specified in the introductory paragraph of this Agreement.

“Delaware Act” has the meaning specified in the introductory paragraph of this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

“Sole Member” means K-W Properties, a California corporation, and any successor-in-interest thereof to the entire Sole Membership Interest.

“Sole Membership Interest” has the meaning specified in Section 8 of this Agreement.

2.        Name. The name of the Company formed hereby is Country Ridge IX, LLC.

3.        Certificate of Formation; Purpose. The Certificate of Formation has heretofore been filed with the Delaware Secretary of State by an authorized agent of the Company. The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act. The existence of the Company shall continue until cancellation of the Certificate of Formation as provided in the Delaware Act.

4.        Registered Office and Agent; Principal Office. The Company’s registered office and registered agent for service of process in Delaware pursuant to Section 18-104 of the Delaware Act shall be The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The principal office of the Company shall be located at 9701 Wilshire Boulevard, Suite 700, Beverly Hills, California 90212. The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Sole Member.

5.        Powers of the Company. Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in Section 3 above.

6.        Powers of the Sole Member. The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement.

7.        Limited Liability. Except as otherwise provided by the Delaware 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 Sole Member shall not be obligated for any such debt, obligation or liability of the Company by reason of being a member of the Company.

8.        Admission of Sole Member. The Sole Member shall contribute to the capital of the Company such cash or other property as it may determine in its sole discretion. The Sole Member is hereby admitted as the sole member of the Company and the Company shall issue one (1) membership interest to the Sole Member (the “Sole Membership Interest”), representing a one hundred percent (100%) percentage interest in the Company.

9.        Additional Contributions. The Sole Member shall not be required to make any additional capital contributions to the Company. The Sole Member may, however, make additional capital contributions to the Company in such amounts and at such times as it desires.

 

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10.        Management. Management of the Company shall be vested exclusively in the Sole Member. The Sole Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein and in the Certificate of Formation, including all powers, statutory or otherwise, possessed by members of a limited liability company under the Delaware Act. The Sole Member, acting alone, shall have the authority to bind the Company.

11.        Officers. The Sole Member may, from time to time as it deems advisable, appoint one or more Persons as officers of the Company and assign titles (including, without limitation, a President, one or more Vice Presidents, a Secretary, and a Treasurer) to any such Persons. Unless the Sole Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of that title shall constitute the delegation to that Person of the authority and duties that are normally associated with that office. Any delegation pursuant to this Section 11 may be revoked or modified at any time by the Sole Member. Any individual may hold any number of offices. Initially, there shall be a President, three Vice Presidents, a Treasurer and a Secretary of the Company. Kent Mouton shall serve as the President of the Company, In Ku Lee, Matthew Windisch and Justin Enbody shall serve as the initial Vice Presidents of the Company and Matthew Windisch shall serve as the initial Secretary and Treasurer of the Company, subject to all of the foregoing prerogatives of the Sole Member. Each officer, acting alone, is authorized hereby to sign checks, instruments, operating agreements and other documents and agreements on behalf of the Company as each may deem necessary or desirable to carry out the business of the Company.

12.        Assignments. The Sole Member may assign its Sole Membership Interest in whole or in part. If the Sole Member transfers all of its Sole Membership Interest pursuant to this Section 12, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a member of the Company.

13.        Dissolution. The Company shall be dissolved and its affairs wound up in accordance with the Delaware Act upon the occurrence of any of the following events:

(a)        Election of Sole Member. The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

(b)        Withdrawal or Dissolution of Sole Member. The withdrawal or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company (other than an assignment of the Sole Membership Interest pursuant to Section 12 of this Agreement), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)        Judicial Dissolution. The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

 

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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 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.

15.        Amendment. This Agreement may be amended only in a writing signed by the Sole Member.

16.        Severability. Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

17.        No Third-Party Rights. No Person other than the Sole Member and any Person entitled to indemnification pursuant to Section 14 of this Agreement shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member and any Person entitled to indemnification pursuant to Section 14 of this Agreement shall be a beneficiary of any provision of this Agreement.

18.        Construction. In this Agreement, where the context so requires, all words used in the plural shall be deemed to have been used in the singular, and vice versa; the masculine shall include the feminine and neuter, and vice versa; and the present tense shall include the past and future tense, and vice versa.

19.        Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware, excluding any conflict of laws rule or principle that might refer the governance or construction of this Agreement to the law of another jurisdiction.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed as of the date first written above.

 

K-W Properties,

a California corporation

By:

  

LOGO

Name:

  

Kent Mouton

Title:

  

President

 EX-3.29 4 d524253dex329.htm EX-3.29 EX-3.29

Exhibit 3.29

 

   Delaware    PAGE 1
   The First State   

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “KW 2013I LLC”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF OCTOBER, A.D. 2013, AT 4:44 O’CLOCK P.M.

 

 

   LOGO    LOGO
5417133     8100       Jeffrey W. Bullock, Secretary of State

 

131209265

      AUTHENTICATION:       0824961

You may verify this certificate online

at corp.delaware.gov/authver.shtml

      

    DATE:     10-18-13

  

State of Delaware
Secretary of State
Division of Corporations
Delivered 05:36 PM 10/17/2013

FILED 04:44 PM 10/17/2013
SRV 131209265 – 5417133 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is KW 2013I LLC

Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington.

Zip code 19801. The name of its Registered agent at such address is The Corporation Trust Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                                                           .”)

Fourth: (Insert any other matters the members determine to include herein.)

    

    

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 17th day of October, 2013.

 

By:   LOGO
      Authorized Person (s)
Name:   In Ku Lee

   Delaware    Page 1
   The First State   

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “KW 2013I LLC”, CHANGING ITS NAME FROM “KW 2013I LLC” TO “KW HILLTOP MANAGER II, LLC”, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF JANUARY, A.D. 2016, AT 3:10 O’CLOCK P.M.

 

 

   LOGO    LOGO
5417133    8100       Jeffrey W. Bullock, Secretary of State
SR# 20160152384       Authentication: 201665759
      Date: 01-13-16

You may verify this certificate online at corp.delaware.gov/authver.shtml

   

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:10 PM 01/11/2016

FILED 03:10 PM 01/11/2016

SR 20160152384 - File Number 5417133

   

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

 

1. Name of Limited Liability Company: KW 2013I LLC

 

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

 

 

The name of the limited liability company is hereby changed to KW Hilltop Manager II, LLC

    

    

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 11th day of January, A.D. 2016.

 

By:   LOGO
  Authorized Person(s)
Name:   In Ku Lee
 

Print or Type

   Delaware    Page 1
   The First State   

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:

“KW HILLTOP MANAGER, LLC”, A DELAWARE LIMITED LIABILITY COMPANY,

WITH AND INTO “KW HILLTOP MANAGER II, LLC” UNDER THE NAME OF “KW HILLTOP MANAGER II, LLC”, A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE ON THE FOURTH DAY OF FEBRUARY, A.D. 2016, AT 6:48 O’CLOCK P.M.

 

   LOGO    LOGO
      Jeffrey W. Bullock, Secretary of State
5417133    8100M       Authentication: 201784275
SR# 20160607364       Date: 02-05-16

 

You may verify this certificate online at corp.delaware.gov/authver.shtml

   

State of Delaware            
Secretary of State            
Division of Corporations        
Delivered 06:48 PM 02/04/2016    
FILED 06:48 PM 02/04/2016        
SR 20160607364 - File Number 5417133

State of Delaware

Certificate of Merger

of

KW Hilltop Manager, LLC

(a Delaware limited liability company)

with and into

KW Hilltop Manager II, LLC

(a Delaware limited liability company)

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned surviving limited liability company executed the following Certificate of Merger:

 

First: The name of the surviving limited liability company is KW Hilltop Manager II, LLC, a Delaware limited liability company.

 

Second: The jurisdiction in which this surviving limited liability company was formed is Delaware.

 

Third: The name of the limited liability company (the “Merging Delaware LLC”) being merged with and into the surviving limited liability company is KW Hilltop Manager, LLC.

 

Fourth: The Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by the surviving limited liability company and by the Merging Delaware LLC.

 

Fifth: The name of the surviving limited liability company is KW Hilltop Manager II, LLC.

 

Sixth: The merger is to become effective upon the filing of this certificate.

 

Seventh: The executed Agreement and Plan of Merger is on file at 151 S. El Camino Drive, Beverly Hills, California 90212, a place of business of the surviving limited liability company.

 

Eighth: A copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company, on request without cost, to any member of the Merging Delaware LLC or to any person holding an interest in any other business entity which is to merge or consolidate.

(signature page follows)

IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by its authorized officer this 4th day of February, 2016.

 

KW Hilltop Manager II, LLC, a Delaware limited liability company
By:     K-W Properties, a California corporation and its sole member
  By:  

LOGO

 

Name: In Ku Lee

Title: Vice President

 

[Signature Page to Certificate of Merger]

EX-3.47 5 d524253dex347.htm EX-3.47 EX-3.47

Exhibit 3.47

LOGO

 

State of California
Secretary of State
LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION
A $70 00 filing fee must accompany this form.
IMPORTANT- Read instructions before completing this form.
ENTITY NAME (End the name with the words Limited Liability Company, LTD Liability Co or the abbreviation LLC or L.L.C)
1 NAME OF LIMITED LIABILITY COMPANY
KENNEDY WILSON FUND MANAGEMENT GROUP, LLC
PURPOSE (The following statement is required by statute and may not be altered)
2 THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY
COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT.
INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an individual the agent must reside in California and both items 3 and 4 must be
completed. If the agent is a corporation the agent must have on file with the California Secretary of State a certificate pursuant to Corporations. Codo
section 1505 and Item 3 must be completed (leave item 4 blank).
3 NAME OF INITIAL AGENT FOR SERVICE OF PROCESS
KENT Y. MOUTON
4 If an individual address of initial agent for service of process in California CITY STATE ZIP CODE
15303 VENTURA BLVD. SUITE 1400 SHERMAN OAKS CA 91403
MANAGEMENT (Check only ono)
5 The limited liability company will be managed by:
ONE MANAGER
MORE THAN ONE MANAGER
ALL LIMITED LIABILITY COMPANY MEMBER(S)
ADDITIONAL INFORMATION
6 ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES IF ANY IS incorporated HEREIN BY THIS Reference AND MADE A PART Of THIS CERTIFICATE.
EXECUTION
7 I declare I am the PERSON WHO Executed THIS INSTRUMENT WHICH execution IS MY ACT And DEED
Signature of organizer
Date
Type or print name of organizer
RETURN TO (Enter the name and the address of the person or firm to whom a copy of the field document should be returned)
8 NAME
DENIZA CRUZ
FIRM
KULIK, GOTTESMAN, MOUTON & SIEGEL LLP
Address
15303 VENTURA BLVD. SUITE. 1400
CITY/STATE/ZIP
SHERMAN OAKS. CA 91403
LLC. 1 (REV 03/2005) Approved by Secretary of State

 

 

 

 

 

LOGO

 

I hereby certify that the foregoing transcript of page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office.
Date: DEBRA BOWEN, Secretary of State

LOGO

 

LLC-2
Amendment to Articles of Organization of a Limited Liability Company (LLC)
To change information of record for your California LLC, you can fill out this form, and submit for filing along with:
- A $30 filing fee.
- A separate, non-refundable $15 service fee also must be included, if you drop off the completed form.
- To file this form, the status of your LLC must be active on the records of the California Secretary of State, or if suspended, this form can only be filed to list a new LLC name. To check the status of the LLC, go to kepler.sos.ca.gov.
Important! To change the LLC addresses, or to change the name or address of the LLC’s agent for service of process, you must file a Statement of Information (Form LLC-12). To get Form LLC-12, go to www.sos.ca.gov/business/be/statements.htm.
Items 4-6: Only fill out the information that is changing. Attach extra pages if you need more space or need to include any other matters.
For questions about this form, go to www.sos.ca.gov/business/be/filing-tips.htm.
1 LLC’s Exact Name (on file with CA Secretary of State)
Kennedy Wilson Fund Management Group, LLC
2 LLC File No. (issued by CA Secretary of State)
200701110292
Purpose
3 The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act.
New LLC Name (List the proposed LLC name exactly as it is to appear on the records of the California Secretary of State.)
4 Proposed LLC Name
The proposed new name must include: LLC, L.L.C., Limited Liability Company, Limited Liability Co., Ltd. Liability Co. or Ltd. Liability Company; and may not include: bank, trust, trustee, incorporated, inc., corporation, or corp., insurer, or insurance company.
Management (Check only one.)
5 The LLC will be managed by:
One Manager
More Than One Manager
All Limited Liability Company Member(s)
Amendment to Text of the Articles of Organization (List both the current text, and the text as amended by this filing.)
6
Read and sign below: Unless a greater number is provided for in the Articles of Organization, this form must be signed by at least one manager, if the LLC is manager-managed or at least one member, if the LLC is member-managed. If the signing manager or member is a trust or, another entity, go to www.sos.ca.gov/business/be/filing-tips.htm for more information. If you need more space, attach extra pages that are 1-sided and on standard letter-sized paper (8 1/2” x 11”). All attachments are part of this document.
;_!~
Vice-President of K-W Properties, the manager of Kennedy Wilson Fund
Management Group, LLC
Make check/money order payable to: Secretary of State Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee.
By Mail
Secretary of State Business Entities, P.O. Box 944228 Sacramento, CA 94244-2280
· Drop-Off
Secretary of State 1500 11th Street., 3rd Floor Sacramento, CA 95814
2014 California Secretary of State www.sos.ca.gov/business/be
Corporations Code§§ 17701.08, 17702.02. 17713.10
LLC-2 (REV 01/2014) . ‘ . “
Your business title
In Ku Lee
Print your name here
Sign here
This Space For Office Use Only
Filed Secretary of State
State of California
DEC 08 2015

 

 

 

 

 

LOGO

 

I hereby certify that the foregoing transcript of page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office.
Date: Alex Padilla, Secretary of State

EX-3.48 6 d524253dex348.htm EX-3.48 EX-3.48

Exhibit 3.48

 

BYLAWS OF WRS ENTERPRISES, INC.

Articles of Incorporation filed on June 21, 1979

Certificate of Amendment re: name change filed on June 29, 1979

Name Amended to:

KENNEDY - WILSON, INC.

Certificate of Amendment re: name change filed on June 16, 1994

Current Name:

KENNEDY-WILSON INTERNATIONAL

TABLE OF CONTENTS

 

              Page

ARTICLE I – Applicability

      1
  Section 1.    Applicability of Bylaws.      1

ARTICLE II – Offices

      1
  Section 1.    Principal Executive Office.      1
  Section 2.    Other Offices.      1
  Section 3.    Change in Location or Number of Offices.      1

ARTICLE III – Meetings of Shareholders

      1
  Section 1.    Place of Meetings.      1
  Section 2.    Annual Meetings.      2
  Section 3.    Special Meetings.      2
  Section 4.    Notice of Annual, Special or Adjourned Meetings.      2
  Section 5.    Record Date.      4
  Section 6.    Quorum; Action at Meetings.      5
  Section 7.    Adjournment.      5
  Section 8.    Validation of Defectively Called, Noticed or Held Meetings.      6
  Section 9.    Voting for Election of Directors.      6

              Page
  Section 10.    Proxies.      7
  Section 11.    Inspectors of Election.      7
  Section 12.    Action by Written Consent.      8

ARTICLE IV – Directors

      9
  Section 1.    Number of Directors.      9
  Section 2.    Election of Directors.      9
  Section 3.    Term of Office.      9
  Section 4.    Vacancies.      9
  Section 5.    Removal.    10
  Section 6.    Resignation.    10
  Section 7.    Fees and Compensation.    10

ARTICLE V – Committees of the Board of Directors

    11
  Section 1.    Designation of Committees.    11
  Section 2.    Powers of Committees.    11

ARTICLE VI – Meetings of the Board of Directors and Committees Thereof

    12
  Section 1.    Place of Meetings.    12
  Section 2.    Organization Meeting.    12

 

ii.

              Page
  Section 3.    Other Regular Meetings.    12
  Section 4.    Special Meetings.    12
  Section 5.    Notice of Special Meetings.    12
  Section 6.    Validation of Defectively Held Meetings.    13
  Section 7.    Quorum; Action at Meetings; Telephone Meetings.    13
  Section 8.    Adjournment.    14
  Section 9.    Action Without a Meeting.    14
  Section 10.    Meetings of and Action by Committees.    14

ARTICLE VII – Officers

    14
  Section 1.    Officers.    14
  Section 2.    Election of Officers.    14
  Section 3.    Subordinate Officers, etc.    15
  Section 4.    Removal and Resignation.    15
  Section 5.    Vacancies.    15
  Section 6.    Chairman of the Board.    15
  Section 7.    President.    15
  Section 8.    Vice President.    16
  Section 9.    Secretary.    16
  Section 10.    Treasurer.    16

 

iii.

              Page

ARTICLE VIII – Records and Reports

    17
  Section 1.    Minute Book – Maintenance and Inspection.    17
  Section 2.    Share Register – Maintenance and Inspection.    17
  Section 3.    Books and Records of Account – Maintenance and Inspection.    17
  Section 4.    Bylaws – Maintenance and Inspection.    18
  Section 5.    Annual Report to Shareholders.    18

ARTICLE IX – Miscellaneous

    18
  Section 1.    Checks, Drafts, Etc.    18
  Section 2.    Contracts, Etc. – How Executed.    18
  Section 3.    Certificates of Stock.    18
  Section 4.    Lost Certificates    19
  Section 5.    Representation of Shares of Other Corporations.    19
  Section 6.    Construction and Definitions.    19

ARTICLE X – Amendments

    20
  Section 1.    Amendments.    20

 

iv.

BYLAWS

OF

WRS ENTERPRISES, INC.

(Now Kennedy-Wilson, Inc.)

ARTICLE I

Applicability

Section 1.     Applicability of Bylaws.     These Bylaws govern, except as otherwise provided by statute or its Articles of Incorporation, the management of the business and the conduct of the affairs of the Corporation.

ARTICLE II

Offices

Section 1.     Principal Executive Office.     The location of the principal executive office of the Corporation is 2821 Main Street, Santa Monica, Los Angeles, California 90405.

Section 2.     Other Offices.     The Board of Directors may establish other offices at any place or places within or without the State of California.

Section 3.     Change in Location or Number of Offices.     The Board of Directors may change any office from one location to another or eliminate any office or offices.

ARTICLE III

Meetings of Shareholders

Section 1.    Place of Meetings.    Meetings of the shareholders shall be held at any place within or without

the state of California designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation.

Section 2.     Annual Meetings.     An annual meeting of the shareholders shall be held within 180 days following the end of the fiscal year of the Corporation at a date and time designated by the Board of Directors. Directors shall be elected at each annual meeting and any other proper business may be transacted thereat.

Section 3.     Special Meetings.         (a)     Special meetings of the shareholders may be called by a majority of the Board of Directors, the Chairman of the Board, the President or the holders of shares entitled to cast not less than 10 percent of the votes at such meeting.

(b)     Any request for the calling of a special meeting of the shareholders shall (1) be in writing, (2) specify the date and time thereof which date shall be not less than 35 nor more than 60 days after receipt of the request, (3) specify the general nature of the business to be transacted thereat and (4) be given either personally or by first-class mail, postage prepaid, or other means of written communication to the Chairman of the Board, President, any Vice President or Secretary of the Corporation. The officer receiving a proper request to call a special meeting of the shareholders shall cause notice to be given pursuant to the provisions of Section 4 of this article to the shareholders entitled to vote thereat that a meeting will be held at the date and time specified by the person or persons calling the meeting.

(c)     No business may be transacted at a special meeting unless the general nature thereof was stated in the notice of such meeting.

Section 4.     Notice of Annual, Special or Adjourned Meetings.     (a)    Whenever any meeting of the shareholders is to be held, a written notice of such meeting shall be given in the manner described in subdivision (d) of this section not less than 10 nor more than 60 days before the date thereof to each shareholder entitled to vote thereat. The notice shall state the place, date and hour of the meeting

 

2.

and (1) in the case of a special meeting, the general nature of the business to be transacted or (2) in the case of the annual meeting, those matters which the Board of Directors, at the time of the giving of the notice, intend to present for action by the shareholders including, whenever directors are to be elected at a meeting, the names of nominees intended at the time of giving of the notice to be presented by management for election.

(b)     Any proper matter may be presented at an annual meeting for action, except as is provided in subdivision (f) of Section 601 of the Corporations Code of the State of California.

(c)     Notice need not be given of an adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than 45 days or if after the adjournment a new record date is provided for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote thereat.

(d)     Notice of any meeting of the shareholders or any report shall be given either personally or by first-class mail, postage prepaid, or other means of written communication, addressed to the shareholder at his address appearing on the books of the Corporation or given by him to the Corporation for the purpose of notice; or if no such address appears or is given, at the place where the principal executive office of the Corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally to the recipient or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any notice or report in accordance with the provisions of these Bylaws or the General Corporation Law of the State of California, executed by the Secretary, assistant secretary or any transfer agent of the Corporation, shall be prima facie evidence of the giving of the notice or report.

(e)     If any notice or report addressed to the shareholder at his address appearing on the books of the

 

3.

Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon his written demand at the principal executive office of the Corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.

Section 5.     Record Date.     (a)     The Board of Directors may fix a time in the future as a record date for the determination of the shareholders (1) entitled to notice of any meeting or to vote thereat, (2) entitled to receive payment of any dividend or other distribution or allotment of any rights or (3) entitled to exercise any rights in respect of any other lawful action. The record date so fixed shall be not more than 60 nor less than 10 days prior to the date of any meeting of the shareholders nor more than 60 days prior to any other action.

(b)     In the event no record date is fixed:

(1)     The record date for determining the shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(2)     The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors has been taken, shall be the day on which the first written consent is given.

(3)     The record date for determining share-holders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

 

4.

(c)     Only shareholders of record on the close of business on the record date are entitled to notice and to vote or to receive a dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date.

(d)     A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.

Section 6.     Quorum; Action at Meetings.     (a)     A majority of the shares entitled to vote at a meeting of the shareholders, represented in person or by proxy, shall constitute a quorum for the transaction of business thereat.

(b)     If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless the vote of a greater number is required by Law or the Articles of Incorporation.

(c)     The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7.     Adjournment.     Any meeting of the shareholders may be adjourned from time to time whether or not a quorum is present by the vote of a majority of the shares represented thereat either in person or by proxy. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

 

5.

Section 8.    Validation of Defectively Called, Noticed or Held Meetings.    (a) The transactions of any meeting of the shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote thereat, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

(b)    Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except (1) when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and (2) that attendance at a meeting is not a waiver of any right to object to the consideration of any matter required by the General Corporation Law of the State of California to be included in the notice but not so included, if such objection is expressly made at the meeting.

(c)    Any written waiver of notice shall comply with subdivision (f) of Section 601 of the Corporations Code of the State of California.

Section 9.    Voting for Election of Directors.    (a) Every shareholder complying with subdivision (b) of this section and entitled to vote at any election of directors may cumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multi-plied by the number of votes to which his shares are entitled, or distribute his votes on the same principle among as many candidates as he thinks fit.

(b)    No shareholder shall be entitled to cumulate his votes (i.e., cast for any one or more candidates a number of votes greater than the number of his shares) unless the candidate’s or candidates’ names for which he desires to cumulate his votes have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of his intention to cumulate his votes. If any one shareholder has given such notice,

 

6.

all shareholders may cumulate their votes for candidates in nomination.

(c)    Elections for directors may be by voice vote or by ballot unless any shareholder entitled to vote demands election by ballot at the meeting prior to the voting, in which case the vote shall be by ballot.

(d)    In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected as directors.

Section 10.    Proxies.    (a) Every person entitled to vote shares may authorize another person or persons to act with respect to such shares by a written proxy signed by him or his attorney-in-fact and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by him or his attorney-in-fact.

(b)    Any duly executed proxy shall continue in full force and effect until the expiration of the term specified therein or upon its earlier revocation by the person executing it prior to the vote pursuant thereto (1) by a writing delivered to the Corporation stating that it is revoked, (2) by a subsequent proxy executed by the person executing the proxy or (3) by the- attendance at the meeting and voting in person by the person executing the proxy. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. The date contained on the form of proxy shall be deemed to be the date of its execution.

(c)    A proxy which states that it is irrevocable is irrevocable for the period specified therein subject to the provisions of subdivisions (e) and (f) of Section 705 of the Corporations Code of the State of California.

Section 11.    Inspectors of Election.    (a) In advance of any meeting of the shareholders, the Board of Directors may appoint either one or three persons (other than nominees for the office of director) as inspectors of

 

7.

election to act at such meeting or any adjournments thereof. If inspectors of election are not so appointed, or if any person so appointed fails to appear or refuses to act, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse to act) at the meeting. If appointed at a meeting on the request of one or more shareholders or the proxies thereof, the majority of shares represented in person or by proxy shall determine whether one or three inspectors are to be appointed.

(b)    The duties of inspectors of election and the manner of performance thereof shall be as prescribed in Section 707 of the Corporations Code of the State of California.

Section 12.    Action by Written Consent.    (a) Subject to subdivisions (b) and (c) of this section, any action which may be taken at any annual or special meeting of the shareholders may be taken without a meeting, without a vote and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting in which all shares entitled to vote thereon were present and voted. All such consents shall be filed with the Secretary of the Corporation and maintained with the corporate records.

(b)    Except for the election of a director by written consent to fill a vacancy (other than a vacancy created by removal), directors may be elected by written consent only by the unanimous written consent of all shares entitled to vote for the election of directors. In the case of an election of a director by written consent to fill a vacancy (other than a vacancy created by removal), any such election requires the consent of a majority of the outstanding shares entitled to vote.

(c)    Unless the consents of all shareholders entitled to vote have been solicited in writing, notice of any shareholder approval without a meeting by less than unanimous written consent shall be given as provided in subdivision (b) of Section 603 of the Corporations Code of the State of California.

 

8.

(d)    Any shareholder giving a written consent, or his proxyholders, or a personal representative of the shareholder or their respective proxyholders, may revoke the consent by a writing received by the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the Corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the Corporation.

ARTICLE IV

Directors

Section 1.    Number of Directors.    (a) The authorized number of directors shall be three.

(b)    The authorized number of directors may only be changed by an amendment of this section approved by the vote or written consent of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the authorized number to a number less than 5 shall not be adopted if the votes cast against its adoption at a meeting (or the shares not consenting in the case of action by written consent) exceed 16-2/3% of such outstanding shares.

Section 2.    Election of Directors.    Directors shall be elected at each annual meeting of the shareholders.

Section 3.    Term of office.    Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which he is elected and until a successor has been elected.

Section 4.    Vacancies.    (a) A vacancy in the Board of Directors exists whenever any authorized position of director is not then filled by a duly elected director, whether caused by death, resignation, removal, change in the authorized number of directors or otherwise.

(b)    Except for a vacancy created by the removal of a director, vacancies on the Board of Directors may

 

9.

be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director. A vacancy created by the removal of a director shall be filled only by shareholders.

(c)    The shareholders may elect a director at any time to fill any vacancy not filled by the directors.

Section 5.    Removal. (a) The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.

(b)    Any or all of the directors may be removed without cause if such removal is approved by a majority of the outstanding shares entitled to vote; provided, however, that no director may be removed (unless the entire Board of Directors is removed) if whenever the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written- consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of his most recent election were then being elected.

(c)    Any reduction of the authorized number of directors does not remove any director prior to the expiration of his term of office.

Section 6.    Resignation. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 7.    Fees and Compensation. Directors may be paid for their services In such capacity a sum in such amounts, at such times and upon such conditions as may be determined from time to time by resolution of the Board of Directors and may be reimbursed for their expenses, if any, for attendance at each meeting of the Board. No such payments shall preclude any director from serving the Corporation in any other capacity and receiving compensation in any manner therefor.

 

10.

ARTICLE V

Committees of the Board of Directors

Section 1. Designation of Committees. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate (1) one or more committees, each consisting of two or more directors and (2) one or more directors as alternate members of any committee, who may replace any absent member at any meeting thereof. Any member or alternate member of a committee shall serve at the pleasure of the Board.

Section 2. Powers of Committees. Any committee, to the extent provided in the resolution of the Board of Directors designating such committee, shall have all the authority of the Board, except with respect to:

(a) The approval of any action for which the General Corporation Law of the State of California also requires any action by the shareholders;

(b) The filling of vacancies on the Board or in any committee thereof;

(c) The fixing of compensation of the directors for serving on the Board or on any committee thereof;

(d) The amendment or repeal of these Bylaws or the adoption of new bylaws;

(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f) A distribution to the shareholders of the Corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or

(g) The designation of other committees of the Board or the appointment of members or alternate members thereof.

 

11.

ARTICLE VI

Meetings of the Board of Directors

and Committees Thereof

Section 1. Place of Meetings. Regular meetings of the Board of Directors shall be held at any place within or without the State of California which has been designated from time to time by the Board or, in the absence of such designation, at the principal executive office of the Corporation. Special meetings of the Board shall be held either at any place within or without the State of California which has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the Corporation.

Section 2. Organization Meeting. Immediately following each annual meeting of the shareholders the Board of Directors shall hold a regular meeting for the purpose of organization and the transaction of other business. Notice of any such meeting is not required.

Section 3. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without call at such time as shall be designated from time to time by the Board. Notice of any such meeting is not required.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called at any time for any purpose or purposes by the Chairman of the Board or the President or any vice president or the Secretary or any two directors. Notice shall be given of any special meeting of the Board.

Section 5. Notice of Special Meetings. (a) Notice of the time and place of special meetings of the Board of Directors shall be delivered personally or by telephone to each director or sent to each director by first-class mail or telegraph, charges prepaid. Such notice shall be given four days prior to the holding of the special meeting if sent by mail or 48 hours prior to the holding thereof if delivered personally or given by telephone or telegraph. The notice or report shall be deemed to have been given at the time when delivered personally to the

 

12.

recipient or deposited in the mail or sent by other means of written communication.

(b) Notice of any special meeting of the Board of Directors need not specify the purpose thereof and need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.

Section 6. Validation of Defectively Held Meetings. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. Such waivers, consents and approvals (1) need not specify the purpose of any meeting of the Board of Directors and (2) shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 7. Quorum; Action at Meetings; Telephone Meetings. (a) A majority of the authorized number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless action by a greater proportion of the directors is required by law or the Articles of Incorporation.

(b) A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

(c) Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another.

 

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Section 8. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 10. Meetings of and Action by Committees. The provisions of this Article apply to committees of the Board of Directors and action by such committees with such changes in the language of those provisions as are necessary to substitute the committee and its members for the Board and its members.

ARTICLE VII

Officers

Section 1. Officers. The Corporation shall have as officers, a President, a Secretary and a Treasurer. The Treasurer is the chief financial officer of the Corporation unless the Board of Directors has by resolution designated a vice president or other officer to be the chief financial officer. The Corporation may also have at the discretion of the Board, a Chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. One person may hold two or more offices.

Section 2. Election of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen by the Board of Directors.

 

14.

Section 3. Subordinate Officers, Etc. The Board of Directors may appoint by resolution, and may empower the Chairman of the Board, if there be such an officer, or the President, to appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are determined from time to time by resolution of the Board or, in the absence of any such determination, as are provided in these Bylaws. Any appointment of an officer shall be evidenced by a written instrument filed with the Secretary of the Corporation and maintained with the corporate records.

Section 4 . Removal and Resignation. (a) Any officer may be removed, either with or without cause, by the Board of Directors or, except in case of any officer chosen by the Board, by any officer upon whom such power of removal may be conferred by resolution of the Board.

(b) Any officer may resign at any time effective upon giving written notice to the Chairman of the Board, President, any vice president or Secretary of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

Section 6. Chairman of the Board. If there is a Chairman of the Board, he shall, if present, preside at all meetings of the Board of Directors, exercise and perform such other powers and duties as may be from time to time assigned to him by resolution of the Board and, if there is no President, the Chairman of the Board shall be the chief executive officer of the Corporation and have the power and duties set forth in Section 7 of this Article.

Section 7. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the chief executive officer and general manager of the Corporation and shall, subject to

 

15.

the control of the Board, have general supervision, direction and control of the business and affairs of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed from time to time by resolution of the Board.

Section 8. Vice President. In the absence or disability of the President, the vice presidents in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board or as the President may from time to time delegate.

Section 9. Secretary. (a) The Secretary shall keep or cause to be kept (1) the minute book, (2) the share register and (3) the seal, if any, of the Corporation.

(b) The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by these Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.

Section 10. Treasurer. (a) The Treasurer shall keep, or cause to be kept, the books and records of account of the Corporation.

(b) The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated from time to time by resolution of the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and the Board, whenever they request it, an account of all his transactions as Treasurer and of the financial condition

 

16.

of the Corporation, and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board or as the President may from time to time delegate.

ARTICLE VIII

Records and Reports

Section 1.    Minute Book - Maintenance and Inspection.     The Corporation shall keep or cause to be kept in written form at its principal executive office or such other place as the Board of Directors may order, a minute book which shall contain a record of all actions by its shareholders, Board or committees of the Board including the time, date and place of each meeting; whether a meeting is regular or special and, if special, how called; the manner of giving notice of each meeting and a copy thereof; the names of those present at each meeting of the Board or committees thereof; the number of shares present or represented at each meeting of the shareholders; the proceedings of all meetings; any written waivers of notice, consents to the holding of a meeting or approvals of the minutes thereof; and written consents for action without a meeting.

Section 2.    Share Register - Maintenance and Inspection.    The Corporation shall keep or cause to be kept at its principal executive office or, if so provided by resolution of the Board of Directors, at the Corporation’s transfer agent or registrar, a share register, or a duplicate share register, which shall contain the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.

Section 3.    Books and Records of Account - Maintenance and Inspection.    The Corporation shall keep or cause to be kept at its principal executive office or such other place as the Board of Directors may order, adequate and correct books and records of account.

 

17.

Section 4.    Bylaws - Maintenance and Inspection.    The Corporation shall keep at its principal executive office or, in the absence of such office in the State of California, at its principal business office in that state, the original or a copy of the Bylaws as amended to date.

Section 5.    Annual Report to Shareholders.    The Board of Directors shall cause an annual report to be sent to the shareholders not later than 120 days after the close of the fiscal year of the Corporation. Such report shall comply with the provisions of Section 1501 of the Corporations Code of the State of California and shall be sent in the manner specified in Section 4(d) of Article III at least 15 days prior to the annual meeting of shareholders to be held during the next fiscal year.

ARTICLE IX

Miscellaneous

Section 1.    Checks, Drafts, Etc.    All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, and any assignment or endorsement thereof, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 2.    Contracts, Etc. - How Executed.    The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board, no officer, employee or other agent shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

Section 3.    Certificates of Stock.    All certificates shall be signed in the name of the Corporation by the Chairman of the Board or the President or a vice president

 

18.

and by the Treasurer or an assistant treasurer or the Secretary or an assistant secretary, certifying the number of shares and the class or series thereof owned by the shareholder. Any or all of the signatures on a certificate may be by facsimile signature. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Section 4.    Lost Certificates.    Except as provided in this section, no new certificate for shares shall be issued in lieu of an old certificate unless the latter is surrendered to the Corporation and canceled at the same time. The Board of Directors may in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a new certificate in lieu thereof, upon such terms and conditions as the Board may require, including provision for indemnification of the Corporation secured by a bond or other adequate security sufficient to protect the Corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

Section 5.    Representation of Shares of Other Corporations.    Any person designated by resolution of the Board of Directors or, in the absence of such designation, the Chairman of the Board, the President or any vice president or the Secretary, or any other person authorized by any of the foregoing, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, owned by the Corporation.

Section 6.    Construction and Definitions.    Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Corporations Code of the State of California shall govern the construction of these Bylaws.

 

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ARTICLE X

Amendments

Section 1.    Amendments.    New bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote. Subject to the next preceding sentence, bylaws (other than a bylaw or amendment thereof specifying or changing a fixed number of directors or the maximum or minimum number, or changing from a fixed to a variable board or vice versa) may be adopted, amended or repealed by the Board of Directors.

 

20.

EX-3.49 7 d524253dex349.htm EX-3.49 EX-3.49

Exhibit 3.49

SECOND AMENDMENT TO

OPERATING AGREEMENT OF KW MONTCLAIR, LLC

This Second Amendment to Operating Agreement of KW Montclair, LLC (this “Second Amendment”) is made and entered into as of April 16 , 2014 by K-W Properties, a California corporation, the sole member (“Member”) of KW Montclair, LLC (the “Company”). Capitalized terms used by not defined herein shall have the meaning set forth in the Operating Agreement, dated as of August 11, 2008 (the “Original Agreement”), entered into by and among Member, KW Montclair Executives, LLC and Kenedix GP, LLC, as amended by the First Amendment to Operating Agreement of KW Montclair, LLC, dated as of December 28, 2011 (the “First Amendment,” together with the Original Agreement, the “Operating Agreement”).

WHEREAS, Member believes it is desirable and in the best interest of the Company to amend the Operating Agreement to revise the purpose statement;

NOW, THEREFORE, Member hereby amends the Operating Agreement as follows:

1.        Section 1.3 of the Original Agreement is hereby amended and restated in its entirety as follows:

“The Company is organized to: (i) acquire and own a 15% membership interest in KW PCCP Montclair, LLC, a Delaware limited liability company (or such other percentage as it may from time to time acquire and hold); and (ii) engage in and carry on any lawful business purpose or activity that is not prohibited by the Act or other applicable law.”

2.        Except as expressly amended by the terms of this Second Amendment, the Operating Agreement shall remain in full force and effect in accordance with its terms. Unless the context otherwise requires, after the date hereof, any reference to the Operating Agreement shall mean the Operating Agreement as amended hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, K-W Properties, the sole member, has executed this Second Amendment to the Operating Agreement of KW Montclair, LLC as of the date first written above.

 

K-W Properties,  

a California corporation

  

By:

  

LOGO

 

Name: Kent Mouton

  

Title: President

  

 

 

 

 

[Signature Page to Second Amendment to Operating Agreement]

 

First Amendment to Operating Agreement of KW Montclair, LLC    Page 1 of 3

EX-3.3 4 d274255dex33.htm FIRST AMENDMENT TO OPERATING AGREEMENT OF KW MONTCLAIR, LLC

Exhibit 3.3

FIRST AMENDMENT TO

OPERATING AGREEMENT OF KW MONTCLAIR, LLC

This First Amendment to Operating Agreement of KW Montclair, LLC (this “First Amendment”) is made and entered into as of December 28, 2011 by K-W Properties, the sole member (“Member”) of KW Montclair, LLC (“Company”). Capitalized terms used but not defined herein shall have the meaning set forth in the Operating Agreement, dated as of August 11, 2008 (the “Operating Agreement”), entered into by and among Member, KW Montclair Executives, LLC (“Executives”) and Kenedix GP, LLC (“Kenedix”).

WHEREAS, (i) pursuant to that certain Membership Interest Acquisition Agreement, dated as of the date hereof, by and between the Company and Kenedix, and (ii) pursuant to that certain Membership Interest Acquisition Agreement, dated as of the date hereof, by and among the Company, Executives and certain other parties, the Company acquired the Company membership interests formerly held by Executives and Kenedix (collectively, the “Transfers”); and

WHEREAS, Member believes it is desirable and in the best interest of the Company to amend Exhibit A of the Operating Agreement to reflect the Transfers and evidence its consent thereto.

NOW, THEREFORE, Member hereby consents to the Transfers and amends the Operating Agreement as follows:

1. Pursuant to the Transfers, Executives and Kenedix are no longer members of the Company and any references to Executives and/or Kenedix in the Operating Agreement are hereby deleted.

2. Exhibit A of the Operating Agreement is hereby replaced in its entirety by Exhibit A attached hereto.

3. Except as expressly amended by the terms of this Amendment, the Operating Agreement shall remain in full force and effect in accordance with its terms.

[Signature Page Follows]

[MONTCLAIR]

First Amendment to Operating Agreement of KW Montclair, LLC    Page 2 of 3

 

 

IN WITNESS WHEREOF, K-W Properties, the sole member, has executed this First Amendment to the Operating Agreement of KW Montclair, LLC as of the date first written above.

 

K-W Properties,

a California corporation

By:

  

/s/ Robert E. Hart

Name:

  

Robert E. Hart

Title:

  

Vice President

[MONTCLAIR]

First Amendment to Operating Agreement of KW Montclair, LLC    Page 3 of 3

 

 

Exhibit A

CAPITAL CONTRIBUTION, ADDRESS AND PERCENTAGE INTEREST

OF MEMBER

 

Member’s Name

   

Member’s Address

    Member’s
Capital
Contribution		    Member’s
Percentage
Interest		  

K-W Properties,

a California corporation

   

9701 Wilshire Boulevard, Suite 700

Beverly Hills, CA 90212

   

$        .00

      100 % 
  

TOTAL:

   

$        .00

      100 % 

[MONTCLAIR]

OPERATING AGREEMENT

OF

KW MONTCLAIR, LLC,

a Delaware limited liability company

THIS OPERATING AGREEMENT (the “Agreement”) of KW Montclair, LLC, a Delaware limited liability company (the “Company”) is entered into and effective as of August 11, 2008 (the “Effective Date”) by and among K-W Properties, a California corporation (“Manager”), KW Montclair Executives, LLC, a California limited liability company (“Executives”), and Kenedix GP, LLC, a Delaware limited liability company (“Kenedix”) (each a “Member” and collectively, the “Members”). Unless otherwise indicated, capitalized words used in this Agreement shall have the meanings specified in Article 13 of this Agreement.

RECITALS:

The Members hereby enter into and organize the Company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) for the limited purposes and scope set forth in this Agreement. The Company shall at all times be governed by the Act, except to the extent expressly provided herein to the contrary.

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND UNDERTAKINGS HEREIN SPECIFIED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE 1

ORGANIZATION

1.1        Formation. The Members have formed a Delaware limited liability company pursuant to the Act. The Company’s Certificate of Formation was filed with the Delaware Secretary of State on July 7, 2008 (the “Certificate”). Except as expressly provided in this Agreement to the contrary, the Members’ rights and obligations and the Company’s administration and termination shall be governed by the Act.

1.2        Name. The Company’s name is “KW Montclair , LLC”.

1.3        Purpose. The Company is organized to: (i) acquire and own a 15% membership interest in KW PCCP Montclair, LLC, a Delaware limited liability company (or such other percentage as it may from time to time acquire and hold); and (ii) engage in and carry on any lawful business purpose or activity which is required to conduct the business that is not prohibited by the Act or other applicable law.

1.4        Term. The Company’s existence commenced on the Effective Date and shall continue until dissolved and liquidated pursuant to the provisions of Article 9.

1.5        Office and Registered Agent. The Company’s principal place of business shall be 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210, unless changed by mutual consent of the Members. The name and address of the Company’s registered agent for service of process are as specified in the Certificate.

1.6        Limited Liability. Except as otherwise provided expressly in this Agreement or required by law, no Member shall be personally liable for any debt, obligation, or liability of the Company, whether that debt, obligation or liability arises in contract, tort, or otherwise.

1.7        Tax Classification. The Members intend the Company to be classified as a partnership for federal, and to the maximum extent possible, state income taxes. This classification for tax purposes shall not create or imply a general partnership, limited partnership or joint venture between the Members for state law or any other purpose. Instead, the Members acknowledge the Company’s status as a limited liability company formed under the Act and neither Member shall take any action inconsistent with the express intent of the parties to this Agreement.

ARTICLE 2

CAPITAL CONTRIBUTIONS

2.1        Initial Capital. Concurrently with a Member’s execution of this Agreement, the Member shall contribute to the Company’s capital, as that Member’s initial Capital Contribution, the money set forth opposite that Member’s name on Exhibit A to this Agreement as same may be amended from time to time hereafter.

2.2        Additional Capital. No Member shall be required to make any additional Capital Contributions. However, if the Company’s revenues are insufficient to pay the Company’s expenses, the Members shall have the opportunity, but not the obligation, to contribute additional capital in cash to the Company on a pro rata basis in accordance with their respective Percentage Interests. Each Member shall receive a credit to that Member’s Capital Account in the amount of any additional capital which that Member contributes to the Company. Immediately following such Capital Contributions, the Percentage Interests shall be adjusted to reflect the adjusted Capital Contribution of each Member divided by the total adjusted Capital Contributions of all Members, and Exhibit A shall be revised, to reflect the new relative proportions of the Members’ Capital Accounts.

2.3        Capital Accounts. Adjustment to Capital Accounts. The capital account (“Capital Account”) of each Member shall be maintained strictly in accordance with the rules set forth in Section 1.704-l(b)(2)(iv) of the Treasury Regulations. Subject to the preceding sentence, each Member’s Capital Account shall be adjusted as follows:

(a)        Increases in Capital Accounts. The Capital Account of each Member shall be increased by:

 

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(i)        the amount of money contributed by such Member to the Company and the fair market value of any property contributed by such Member to the Company (net of any liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Internal Revenue Code of 1986, as amended (“Code”)); and

(ii)        the Profits allocated to such Member and allocations to such Member of other items of book income and gain, including income and gain exempt from tax and income and gain described in Treasury Regulations Section 1.704-l(b)(2)(iv)(g), but excluding income and gain described in Treasury Regulations Section 1.704-l(b)(4)(i).

(b)        Decreases in Capital Accounts. The Capital Account of each Member shall be decreased by:

(i)        the amount of money distributed to such Member by the Company and the fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Code Section 752);

(ii)        allocations of expenditures of the Company of the type described in Code Section 705(a)(2)(B); and

(iii)        allocations of Loss and other items of book loss, including items of loss and deduction described in Treasury Regulations Section 1.704-l(b)(2)(iv)(g), but excluding items described in Treasury Regulations Section 1.704-l(b)(4)(i) or (iii).

(c)        Capital Account of Transferee. If any Company interest is transferred in accordance with Article 8, the transferee of such interest shall succeed to the Capital Account of the transferor to the extent it relates to the interest transferred, except as provided in Treasury Regulations Section 1.704-l(b).

(d)        Adjustment to Book Values of Assets. In the event the book values of Company assets are adjusted pursuant to Treasury Regulations Section 1.704-l(b), the Capital Accounts of the Members shall be adjusted simultaneously to reflect the allocations of gain or loss that would be made to the Members if there were a taxable disposition of the Company’s property for its fair market value.

(e)        Distribution in Kind. If any assets of the Company are to be distributed in kind, such assets shall be distributed on the basis of their fair market values after the Members’ Capital Accounts have been adjusted to reflect the manner in which any unrealized gain and loss with respect to such assets (that have not been reflected in the Capital Accounts previously) would be allocated between the Members if there were a taxable disposition of the Property for its fair market value.

 

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(f)        Regulations Controlling. It is the intent of the Members that the Capital Accounts be determined and maintained in accordance with the principles of Treasury Regulations Sections 1.704-1 and 1.704-2 at all times throughout the full term of the Company and this Section 2.4 shall be so interpreted and applied.

2.4        No Interest. No Member shall have the right to receive interest on any Capital Contribution or Capital Account balance.

2.5        Return of Capital. Except as otherwise specifically provided in this Agreement, no Member shall have the right to demand the return of, or withdraw, any or all of that Member’s Capital Contribution prior to the dissolution and winding up of the Company. No Member guarantees the return of another Member’s Capital Contribution. No Member is required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

2.6        Member Loan. No Member shall lend or advance money to or for the Company’s benefit without the other Member’s prior written consent. The loan shall not be treated as a Capital Contribution by that Member or entitle that Member to an increase in that Member’s Percentage Interest. The loan amount shall be a debt due from the Company, repayable out of the Company’s cash, and shall be on such terms as the Company and that Member shall agree. Notwithstanding the foregoing, no Member shall be required to make any loans to the Company or guaranty the payment or performance of any Company obligation.

ARTICLE 3

MEMBERS

3.1        Members. Until an additional Member is admitted pursuant to Section 3.2 or an Assignee is admitted as a Member pursuant to Section 8.3, Manager, Executives and Kenedix shall be the sole Members of the Company.

3.2        Additional Members. No additional Members may be admitted to the Company without the consent of the Manager and Kenedix, which consent may be withheld for any reason or for no reason. On the admission of an additional Member pursuant to this Section 3.2, each Member (including the additional Member) shall execute an amendment to this Agreement (a) reflecting the Members’ new Percentage Interests, and (b) evidencing the additional Member’s consent to be bound by the provisions of this Agreement.

3.3        No Withdrawal. No Member may withdraw, retire or resign from the Company.

ARTICLE 4

MANAGEMENT

4.        Management.

(a)        Authority. The business of the Company shall be managed by the Manager. The Manager will devote such time and attention to the business of the Company as may be

 

4

reasonably necessary to carry out its duties hereunder in the conduct of such business. Except for those decisions defined below as Major Decisions, the management and control of the Company and its business affairs shall rest exclusively with the Manager. Subject to all the terms and conditions hereof, the Manager shall have all the rights and powers which may be possessed by a manager pursuant to the Act and such additional rights and powers otherwise conferred or permissible by law or necessary, advisable or convenient to the discharge of its duties under this Agreement and to the management of the business and affairs of the Company. Without limiting the generality of the foregoing, the Manager shall have the following rights and powers which it may exercise at the cost, expense and risk of the Company:

(i)        To invest the capital of the Company for the benefit of the Company and/or in the exercise of any rights or powers possessed by the Manager hereunder and/or to repay advances of the Company, if any;

(ii)        To execute, sign and deliver in furtherance of any or all purposes of the Company, any and all agreements, contracts, documents, certifications, subscriptions and other instruments necessary, advisable or convenient in connection with the business and affairs of the Company; all of which may contain such terms, provisions and conditions as the Manager, in its sole and absolute discretion, shall deem appropriate;

(iii)        To execute, acknowledge and file or deliver all articles of limited liability company, amended articles, instruments or other documents and counterparts thereof and make all filings and recordings and perform all other acts as may be necessary to comply with the laws of the State of Delaware for the formation of the Company, thereafter for the continued good standing of the Company, and, when appropriate, for the termination of the Company;

(iv)        To execute such articles, amended articles, certificates, amended certificates, operating agreements and any modifications thereof, and other documents conforming hereto and do such filing, recording, publishing and other acts as may be appropriate to comply with the requirements of law for the formation, reformation, qualification and/or operation of a limited liability company in all jurisdictions where the Company may wish to do business, which shall be accomplished prior to doing business in any such jurisdiction if deemed necessary by the Manager;

(v)        To pay or reimburse any and all costs incurred by the Manager on behalf of the Company;

(vi)        To make distributions to the Members at such time and in such manner as it deems appropriate, but in any event not less frequently than quarterly;

(vii)        Except as otherwise provided in this Agreement, in the event of a breach by any Member of any of its obligations or warranties or representations, either hereunder or under any of the other documents referred to herein, (1) to withhold from any distributions otherwise payable to such Member such amounts as the Manager reasonably deems necessary to satisfy any such claim; and (2) to sell and transfer all or a portion of such Member’s Membership Interest in the Company in order to satisfy such claim, with the proceeds of such sale applied

 

5

first to offset the costs of such sale (including the Company’s reasonable attorneys’ fees and costs), second to payment of such claim and the balance of such proceeds, if any, paid to the breaching Member. Such remedies may be pursued independently or simultaneously with the understanding that the election of one remedy shall not preclude the Company from pursuing other remedies, and the breaching Member shall be liable for all expenses incurred in pursuing any remedy, including reasonable attorneys’ fees; and

(viii)     To perform such other acts as the Manager may deem necessary, appropriate or desirable for the furtherance of the purposes of the Company which are not otherwise prohibited by this Agreement or applicable law.

(b)        Major Decisions. The disposition of the Company’s membership interest in KW PCCP Montclair, LLC or the dissolution of the Company shall require the consent of both the Manager and Kenedix. Further, the Company, as the Administrative Member or Member of KW PCCP Montclair, LLC, shall not approve or consent to any action or decision deemed a “Major Decision” as defined in the KW PCCP Montclair, LLC operating agreement without the affirmative vote or consent of a majority of the members of the “Executive Committee”. The Executive Committee shall consist of five persons, four of whom shall be appointed by Manager and one of whom shall be appointed by Kenedix. Manager hereby nominates the following Executive Committee members: William J. McMorrow, Robert E. Hart, Matt Novobilski and Edward Ring. Kenedix hereby nominates the following member: Hiroshi Matsumoto. Manager and Kenedix may replace their appointed members of the Executive Committee at any time in their sole discretion. Three (3) members shall constitute a quorum for the transaction of business. Each member shall have one (1) vote in making decisions for and on behalf of the Company, and all acts and decisions done or made by a simple majority of the members present at a meeting duly held at which a quorum is present (whereupon such matter shall be deemed “Approved by the Executive Committee”) shall be regarded as the act of the Executive Committee. The place, date and time of any meeting of the Executive Committee shall be notified to Kenedix in writing no less than three (3) business days prior to such meeting being held. The meetings of the Executive Committee may take place in person or by means of telephone conference, video conference, or similar communication equipment by means of which all members participating can hear each other. Any Kenedix Executive Committee Member may participate and/or vote by written proxy.

(c)     Compensation. The Members as such and as managers shall not be entitled to compensation for their services.

(d)     Holding of Assets. All assets of the Company, whether real or personal, shall be held in the name of the Company.

(e)     Company Bank Accounts. All funds of the Company shall be deposited in one or more accounts with one or more recognized financial institutions in the name of the Company, at such locations as shall be determined by the Manager. Withdrawal from such accounts shall require the signature of the Manager.

 

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(f)     Power of Attorney. Each Member, by execution of this Agreement, irrevocably constitutes and appoints each Manager and any of them acting alone as such Member’s true and lawful attorney-in-fact and agent, with full power and authority in each such Member’s name, place, and stead to execute, acknowledge, and deliver, and to file or record in any appropriate public office: (i) any certificate or other instrument that may be necessary, desirable or appropriate to qualify the Company as a limited liability company or to transact business as such in any jurisdiction in which the Company conducts business; (ii) any certificate or amendment to the Company’s articles of organization or to any certificate or other instrument that may be necessary, desirable, or appropriate to reflect an amendment approved by the Members in accordance with the provisions of this Agreement; (iii) any certificates or instruments that may be necessary, desirable or appropriate to reflect the dissolution and winding up of the Company; and (iv) any certificates necessary to comply with the provisions of this Agreement. This power of attorney will be deemed to be coupled with an interest and will survive the Transfer of the Member’s Economic Interest. Notwithstanding the existence of this power of attorney, each Member agrees to join in the execution, acknowledgment, and delivery of the instruments referred to above if requested to do so by a Manager. This power of attorney is a limited power of attorney and does not authorize any Manager to act on behalf of a Member except as described in this Section 4(f).

(g)     Member Meetings and Approval. No annual or regular meetings of the Members are required. If meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act. Any action required or permitted to be taken by the Members may be taken by the written consent of members having not less than the minimum number of votes that would be necessary to authorize to take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted.

(h)     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.

ARTICLE 5

DISTRIBUTIONS OF AVAILABLE CASH

5.1     Distributions of Available Cash. Not less frequently than quarterly, the Manager shall cause the Company to distribute to the Members, all Available Cash of the Company, whether derived from operations or capital transactions. As used herein, “Available Cash” means the amount of cash which the Manager deems available for distribution to the Members, after taking into account (a) the Company’s current financial obligations, (b) anticipated Company expenditures, and (c) those amounts the Members mutually deem commercially reasonable and necessary to withhold as reserves for the Company’s usual and customary expenses regarding the Business. Available Cash shall be distributed to the Members prorata according to their respective Percentage Interests.

5.2     Tax Withholding. If any federal, foreign, state or local jurisdiction requires the Company to withhold taxes or other amounts with respect to any Member’s allocable share of net profits,

 

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or with respect to distributions, the Company shall withhold from distributions or other amounts then due to such Member (or shall pay to the relevant taxing authority with respect to amounts allocable to such Member) an amount necessary to satisfy the withholding responsibility. In each such case, the Member for whom the Company has paid the withholding tax shall be deemed to have received the withholding distribution or other amount so paid, and to have paid the withholding tax directly.

ARTICLE 6

TAX ALLOCATIONS

6.1     Allocation of Profit. Profit (as defined in Section 6.5, below) for each taxable year shall be allocated as follows:

(a)        First, in the event that Loss has been previously allocated to the Members pursuant to Section 6.2(b) for any prior period, then Profit shall be allocated to the Members to offset such Loss; and

(b)        Second, the balance of any Profit then remaining shall be allocated to the Members in proportion to their respective Percentage Interests.

6.2     Allocation of Loss. Loss (as defined in Section 6.5, below) for each taxable year shall be allocated as follows:

(a)        First, in the event that Profit has been previously allocated to the Members pursuant to Section 6.1(b) for any prior period, then Loss shall be allocated to the Members to offset such Profit; and

(b)        Second, the balance of any Loss then remaining shall be allocated to the Members in proportion to their respective Percentage Interests.

6.3     Minimum Gain Chargeback. In the event there is a net decrease in the “Company Minimum Gain” (within the meaning of the term “partnership minimum gain” as defined in Treasury Regulations Section 1.704-2(d)) during any Company taxable year, all Members shall be allocated “book” income (including gross income, if necessary) and gain for that taxable year (and, if necessary, subsequent years) in the amount and in the proportions specified in Treasury Regulations Section 1.704-2(g). The allocation required by this Section 6.3 shall be made prior to any other allocation for such year. For purposes of this Section 6.3, Capital Accounts shall be decreased by the adjustments required by paragraphs (4), (5) and (6) of Section 1.704-l(b)(2)(ii)(d) of the Treasury Regulations. The Members intend that the provisions set forth in this Section 6.3 shall constitute a “minimum gain chargeback” as described in Section 1.704-2(f) of the Treasury Regulations. Such section of the Treasury Regulations shall control in the case of any conflict between that section of the Treasury Regulations and this Section 6.3. In addition, the rules contained in Treasury Regulations Section 1.704-2(i) with respect to minimum gain attributable to “member nonrecourse debt” and chargebacks of minimum gain attributable to “member nonrecourse debt” shall control for purposes of this Agreement with respect to nonrecourse loans made by Members. “Minimum gain attributable to member nonrecourse

 

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debt” shall have the meaning set forth in Treasury Regulations Section 1.704-2 for the term “partner nonrecourse debt minimum gain.”

6.4     Member Nonrecourse Losses. All deductions, losses, and expenditures of the Company under Section 705(a)(2)(B) of the Code, as the case may be (all computed for “book” purposes), that are treated under Section 1.704-2(i) of the Treasury Regulations as deductions, losses, and expenditures attributable to “member nonrecourse debt” of the Company shall be allocated to the Member or Members bearing the risk of loss with respect to such liabilities in accordance with such Treasury Regulations.

6.5     Profit and Loss. The Company’s “Profit” or “Loss” means, for each taxable year, the Company’s taxable income or tax loss for such taxable year, as determined under Section 703(a) of the Code and Section 1.703-1 of the Treasury Regulations (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or tax loss), but with the following adjustments:

(a)        Any tax-exempt income, as described in Section 705(a)(1)(B) of the Code, realized by the Company during such taxable year shall be taken into account in computing such taxable income or tax loss as if it were taxable income.

(b)        Any expenditures of the Company described in Section 705(a)(2)(B) of the Code for such taxable year, including any items treated under Section 1.704-l(b)(2)(iv)(i) of the Treasury Regulations as items described in Section 705(a)(2)(B) of the Code, shall be taken into account in computing such taxable income or tax loss as if they were deductible items.

(c)        Any item of income, gain, loss or deduction that is required to be allocated specially to the Members under Section 6.3 or 6.4 hereof shall not be taken into account in computing such taxable income or tax loss.

(d)        In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, the Company shall compute such deductions based on the book value of Company property, in accordance with Treasury Regulations Section 1.704-l(b)(2)(iv)(g)(3).

(e)        Gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the book value of the property disposed of (as adjusted for “book” depreciation computed in accordance with Treasury Regulations Section 1.7041(b)(2)(iv)(g)(3)), notwithstanding that the adjusted tax basis of such property differs from its book value.

If the Company’s taxable income or tax loss for such taxable year, as adjusted in the manner provided in subparagraphs (a) through (e) above, is a positive amount, such amount shall be the Company’s Profit for such taxable year; and if negative, such amount shall be the Company’s Loss for such taxable year. “Book value” means, as of any particular date, the value at which any asset of the Company is properly reflected on the books of the Company as of such date in accordance with the provisions of Section 1.704-1(b) of the Treasury Regulations. The book value of all Company assets may, if Approved by the Executive Committee, be adjusted to equal

 

9

their respective gross fair market values, as determined by independent appraisal as of the following times: (A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; (B) the distribution by the Company to a Member of more than a de minimis amount of money or Company property other than money as consideration for an interest in the Company; and (C) the liquidation of the Company or any Member’s interest in the Company.

6.6     Adjusted Balance. “Adjusted Balance” shall mean for each Member, the balance in such Member’s Capital Account increased by such Member’s share of Company Minimum Gain and minimum gain attributable to member nonrecourse debt. Each Member’s share of such items shall be determined pursuant to Treasury Regulations Section 1.704-2. For purposes of computing the Adjusted Balances pertaining to Section 6.3, each dollar of income, gain or loss shall be treated as containing a proportionate share of each item of nonrecourse deductions of the Company (as defined and determined under Treasury Regulations Section 1.704-2) for such year, and in allocating each dollar of income, gain or loss, any items of nonrecourse deduction allocated with respect to such dollar of income, gain or loss shall be added to the Adjusted Balances of the Members to whom such allocations are made prior to determining the next dollar of income, gain or loss to be allocated.

6.7     Allocation of Certain Tax Items. As set forth in Treasury Regulations Section 1.704-l(b)(4)(i), when any property of the Company is reflected in the Capital Accounts of the Members and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then certain book items with respect to such property will differ from certain tax items with respect to that property. Since the Capital Accounts of the Members are required to be adjusted solely for allocation of the book items, the Members’ shares of the corresponding tax items are not independently reflected by adjustments to the Capital Accounts. These tax items must be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of the applicable property and its book value in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ share of tax items under Code Section 704(c). In making allocations of tax items of the Company, the Company shall comply with the foregoing principles.

ARTICLE 7

ACCOUNTING AND BANKING

7.1     Books and Records. The Manager shall cause the Company to keep proper and complete books of account of the Company’s business (“Records”). The Records shall be kept at the Company’s principal place of business and shall be open to inspection by any of the Members or their authorized representatives at any reasonable time during business hours. The accounting records shall be maintained in accordance with generally accepted bookkeeping practices for the Company’s type of business. The Company shall maintain at its principal office all records required to be maintained by the Company pursuant to the Act.

7.2     Bank Accounts. The Manager shall cause the Company’s funds to be maintained in one or more separate bank accounts in the name of the Company, and shall not permit the funds of

 

10

the Company to be commingled in any fashion with the funds of the Members or any other Person.

7.3        Tax Returns. The Manager shall cause to be prepared at least annually, at Company expense, information necessary for the preparation of the Members’ federal and state income tax returns. The Company shall send or cause to be sent to each Member within ninety (90) days after the end of each taxable year (i) such information as is necessary to complete federal and state income tax or information returns, and (ii) a copy of the Company’s federal, state, and local income tax or information returns for that year.

7.4        Section 754 Election. The Company shall, if requested by either Member, make the election under Section 754 of the Code.

7.5        Tax Decisions Not Specified. Federal, state, local, foreign and other tax decisions and elections for the Company not expressly provided for herein must be Approved by the Executive Committee. K-W Properties is the Tax Matters Member (“TMM”). Notwithstanding this, all nonministerial decisions regarding tax elections, audit, tax litigation, settlement and other tax matters shall be subject to the Approval of the Executive Committee. For example, but not by way of limitation, the TMM shall not take any position or action with the IRS without prior Approval of the Executive Committee, including but not limited to any decision (i) to enter into a settlement agreement which purports to bind Members other than the TMM; (ii) to file a petition as contemplated in Section 6226(a) or 6226(a) of the Code; (iii) to file any request contemplated in Section 6227(b) of the Code; or (iv) to enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. The TMM shall promptly take such action as may be necessary to cause each Member to become a “notice member” within the meaning of Section 6231(a)(8) of the Code. The TMM shall furnish to each Member a copy of all notices or other written communications received by the TMM from the IRS. The TMM shall notify each Member of all communications it has had with the IRS and shall keep all Members informed of all matters which may come to its attention in its capacity as TMM by giving them written notice thereof within five (5) days after the TMM becomes informed of any such matter or within such shorter period as may be required by the appropriate statutory or regulatory provisions.

7.6         Notice of Tax Audit. Prompt notice shall be given to the Members upon receipt of advice that the IRS or any other tax authority intends to examine Company income tax returns or books and records for any year.

ARTICLE 8

TRANSFER OF MEMBERSHIP INTERESTS

8.1         General Prohibition. The Members do not want any Membership Interest to be made generally available to Persons other than the present Members. Accordingly, except for Permitted Transfers (defined below) no Member may Transfer all or any part of his Membership Interest except with the prior approval of the Manager and Kenedix, which approval may be given or withheld in the sole discretion of the Manager and Kenedix, respectively. Transfers in violation of this Section 8.1 shall be effective only to the extent set forth in Section 8.4. After the consummation of any Transfer of any part of a Membership Interest, the Membership Interest

 

11

so Transferred shall continue to be subject to the provisions of this Agreement and any further Transfers shall be required to comply with all of the provisions of this Agreement. Each Member acknowledges the reasonableness of this prohibition in view of the purposes of the Company and the relationship of the Members.

8.2        Permitted Transfers. A Member may Transfer all or any part of that Member’s Membership Interest to (i) its Affiliate; or (ii) any other Member, provided that in such a case each of the other members shall have the right to receive a pro rata portion of the interests being Transferred. Notwithstanding the foregoing, (i) the Manager may not Transfer all or any part of its Membership Interest in to the company to any other Person without the prior written consent of the other Members, whose consent shall not be unreasonably withheld, and (ii) the Manager shall not make any Transfer that results in Kennedy-Wilson, Inc., a Delaware corporation, owning less than 50% (directly or indirectly) of the Company.

8.3        Transferee as a Member. An Assignee of a Membership Interest shall have the right to become a substitute Member only if (i) all of the Members consent to the Assignee’s admission to the Company as a Member, (ii) the Assignee executes an instrument satisfactory to the Manager accepting and adopting the provisions of this Agreement, and (iii) the Assignee pays any reasonable expenses in connection with its admission as a new Member. The admission of an Assignee as a substitute Member shall not release the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

8.4        Transfers In Violation Of Agreement. Upon any Transfer of a Membership Interest in violation of this Article 8, the transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member or to receive the share of one or more of the Company’s Profits, Losses and distributions of the Company’s assets to which the transferor of such Economic Interest (defined below) would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Company’s legal counsel, a Transfer in violation of this Article 8 would cause the tax termination of the Company under section 708(b)(1)(B) of the United States Internal Revenue Code, the Transfer shall be null and void and the purported transferee shall not become either a Member or an Assignee.

ARTICLE 9

DISSOLUTION AND “WINDING UP

9.1         Company Dissolution. The Company shall be dissolved, its assets disposed of, and its affairs wound up on the first to occur of the following (each, a “Dissolution Event”): (a) the vote of all of the Members; (b) the happening of any event that makes it unlawful or impossible to carry on the business of the Company; (c) the sale of all or substantially all of the assets of the Company; or (d) the dissolution of KW PCCP Montclair, LLC, a Delaware limited liability company. Except as expressly permitted in this Agreement, a Member shall not take any voluntary action that directly causes a Dissolution Event.

 

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9.2        Winding Up. On the Company’s dissolution, the Company’s assets shall be disposed of and its affairs wound up. The Company shall give written notice of the commencement of the dissolution to all of its known creditors.

9.3         Liquidating Distributions. After determining that all the known debts and liabilities of the Company have been paid or adequately provided for, the Company shall distribute its remaining assets to the Members in accordance with their positive Capital Account balances, after taking into account income and loss allocations for the Company’s taxable year during which liquidation occurs. Such liquidating distributions shall be made by the end of the Company’s taxable year in which the Company is liquidated, or if later, within (90) days after the date of such liquidation.

9.4        Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member shall only be entitled to look solely to the assets of the Company for the return of that Member’s positive Capital Account balance and shall have no recourse for such Member’s Capital Contribution and/or share of Profits (upon dissolution or otherwise) against any other Member.

ARTICLE 10

MISCELLANEOUS

10.1    Complete Agreement. This Agreement and the Articles constitute the complete and exclusive agreement of the parties regarding the subject matter of this Agreement, and replace and supersede all prior written and oral agreements or statements by and among the Members. No representation, statement, condition or warranty not contained in this Agreement shall be binding on the Members or have any force or effect whatsoever. To the extent that any provisions of the Articles conflict with any provision of this Agreement, the Articles shall control. All amendments to this Agreement shall be in writing and signed by all of the Members.

10.2    Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement shall be binding on, and inure to the benefit of, the parties and their respective heirs, personal and legal representatives, executors, administrators, successors and assigns.

10.3    Parties In Interest. Except as expressly provided in the Act, nothing in this Agreement shall (a) confer any rights or remedies under or by reason of this Agreement on any Persons other than the Members and such Members’ respective successors and assigns, (b) relieve or discharge the obligation or liability of any third Person to any party to this Agreement, or (c) give any third Person any right of subrogation or action over or against any party to this Agreement.

10.4    Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

10.5    Interpretation. If any claim is made by any Member relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied

 

13

because this Agreement was prepared by or at the request of a particular Member or that Member’s counsel.

10.6    Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware, excluding any conflicts-of-laws rule or principle that might refer the governance or the construction of this Agreement to the law of another jurisdiction.

10.7    Severability. If any provision of this Agreement or its application to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances is not affected and such provision shall be enforced to the greatest extent permitted by law.

10.8    Specific Performance. The Members agree that irreparable damage will result if this Agreement is not performed in accordance with its terms, and the Members agree that any damages available at law for a breach of this Agreement would not be an adequate remedy. Therefore, the provisions hereof and the obligations of the Members hereunder shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies and all other remedies provided for in this Agreement shall, however, be cumulative and not exclusive and shall be in addition to any other remedies that a Member may have under this Agreement, at law or in equity.

10.9    Further Assurances. Each Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby.

10.10  Notices. Any notice, demand, consent, election, offer, approval, request, or other communication (collectively, “Notice”) given under this Agreement shall be in writing and shall be served personally or delivered by first class, registered or certified, return receipt requested, U.S. mail, postage prepaid. Notices may also be given by transmittal over electronic transmitting devices such as facsimile or telecopy machine, if the party to whom the notice is being sent has such a device in its office, and provided a complete copy of any notice so transmitted shall also be mailed in the same manner as required for a mailed notice. Notices shall be deemed received at the earlier of actual receipt or three (3) days following deposit in U.S. mail, postage prepaid. Notices shall be directed to the Company at the Company’s principal place of business as specified in Section 1.3 of this Agreement, and to a Member at the addresses shown on Exhibit A; provided that a Member may change such Member’s address for notice by giving written Notice to all other Members in accordance with this Section 10.10.

10.11  No Interest In Company Property: Waiver Of Action For Partition. No Member or Assignee has any interest in specific property of the Company: Without limiting the foregoing, each Member and Assignee irrevocably waives during the term of the Company any right that such Member or Assignee may have to maintain any action for partition with respect to the property of the Company.

 

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10.12    Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document. All counterparts shall be construed together and constitute the same instrument.

10.13    Attorney’s Fees. If any dispute between the Company and the Members or among the Members results in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party.

10.14    Remedies Cumulative. The remedies under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.

ARTICLE 11

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings specified below or elsewhere in this Agreement and when not so defined shall have the meanings specified in the Act (such terms are equally applicable to both the singular and plural derivations of the terms defined):

“Affiliate” means any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a Member. The term “control,” as used in the immediately preceding sentence, shall mean with respect to a corporation or limited liability company the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.

“Bankruptcy” means: (a) the filing of an application by a Member for, or his consent to, the appointment of a trustee, receiver, or custodian of his other assets; (b) the entry of an order for relief with respect to a Member in proceedings under the United States Bankruptcy Code, as amended or superseded from time to time; (c) the making by a Member of a general assignment for the benefit of creditors; (d) the entry of an order, judgment, or decree by any court of competent jurisdiction appointing a trustee, receiver, or custodian of the assets of a Member unless the proceedings and the person appointed are dismissed within ninety (90) days; or (e) the failure by a Member generally to pay his debts as the debts become due within the meaning of section 303(h)(1) of the United States Bankruptcy Code, as determined by the Bankruptcy Court, or the admission in writing of his inability to pay his debts as they become due.

“Economic Interest” mean the right to receive distributions of the Company’s assets and allocations of income, gain, loss, deduction, credit and similar items from the Company pursuant to this Agreement and the Act, but shall not include any other rights of a Member, including, without limitation, the right to vote or participate in the management of the Company, or except

 

15

as provided in the Act, any right to information concerning the business and affairs of the Company.

“Membership Interest” shall mean a Member’s entire interest in the Company including the Member’s Economic Interest, the right to vote on or participate in the management, and the right to receive information concerning the business and affairs, of the Company.

“Percentage Interest” shall mean the percentage set forth next to a Member’s name on Exhibit A.

“Person” means an individual, partnership, limited partnership, limited liability company, corporation, trust, estate, association or any other entity.

“Transfer” or “Transferred” shall mean any sale, assignment, transfer, conveyance, pledge, hypothecation, or other disposition voluntarily or involuntarily, by operation of law, with or without consideration, or otherwise (including, without limitation, by way of intestacy, will, gift, Bankruptcy, receivership, levy, execution, charging order or other similar sale or seizure by legal process) of all or any portion of any Membership Interest.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the Members have executed this Agreement on the day and year first above written.

 

MEMBERS:
K-W PROPERTIES,
a California corporation
By:   LOGO
Name:   Edward Ring
Title:   Vice President

 

KW MONTCLAIR EXECUTIVES LLC,
a California limited liability company
By:   LOGO
Name:   Robert E. Hart
Title:   Manager

 

KENEDIX GP, LLC,
a Delaware limited liability company
By:  

 

Name:   Hiroshi Matsumoto
Title:   President

 

17

IN WITNESS WHEREOF, the Members have executed this Agreement on the day and year first above written.

 

MEMBERS:
K-W PROPERTIES,
a California corporation
By:  

 

Name:   Edward Ring
Title:   Vice President

 

KW MONTCLAIR EXECUTIVES LLC,
a California limited liability company
By:  

 

Name:   Robert E. Hart
Title:   Manager

 

KENEDIX GP, LLC,
a Delaware limited liability company
By:   LOGO
Name:   Hiroshi Matsumoto
Title:   President

 

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EXHIBIT A

NAMES OF MEMBERS

 

          ORIGINAL  
     CAPITAL    PERCENTAGE  

MEMBERS

    CONTRIBUTION    INTERESTS  

K-W Properties,

a California corporation

c/o Kennedy-Wilson

9601 Wilshire Blvd., Ste. 220

Beverly Hills, CA 90210

    $1,207,000      70.3 % 

KW Montclair Executives, LLC,

a California limited liability company

c/o Kennedy-Wilson

9601 Wilshire Blvd., Ste. 220

Beverly Hills, CA 90210

    $167,000      9.7 % 

Kenedix GP, LLC,

a Delaware limited liability company

c/o Kenedix Westwood, LLC

1801 Century Park East, Suite 2400

Los Angeles, CA 90067

    $343,500      20.0 % 

 

A-l

EX-5.1 8 d524253dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

 

355 South Grand Avenue, Suite 100

Los Angeles, California 90071-1560

Tel: +1.213.485.1234 Fax: +1.213.891.8763

www.lw.com

 

LOGO

  FIRM / AFFILIATE OFFICES
 

Beijing

   

Moscow

 

Boston

   

Munich

 

Brussels

   

New York

 

Century City

   

Orange County

 

Chicago

   

Paris

 

Dubai

   

Riyadh

 

Düsseldorf

   

Rome

 

Frankfurt

   

San Diego

June 18, 2018  

Hamburg

   

San Francisco

 

Hong Kong

   

Seoul

 

Houston

   

Shanghai

 

London

   

Silicon Valley

 

Los Angeles

   

Singapore

 

Madrid

   

Tokyo

 

Milan

   

Washington, D.C.

Kennedy-Wilson, Inc.

151 S. El Camino Drive

Beverly Hills, CA 90212

 

  Re:

Registration Statement on Form S-4 Relating to Exchange Offer for up to $250,000,000 in Aggregate Principal Amount of Kennedy-Wilson, Inc.’s 5.875% Senior Notes Due 2024

Ladies and Gentlemen:

We have acted as special counsel to Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), in connection with the issuance of up to $250,000,000 in aggregate principal amount of its 5.875% Senior Notes due 2024 (the “Exchange Notes”) and the guarantees of the Exchange Notes (the “Guarantees”) by each of the entities listed on Exhibit A hereto (the “Guarantors”), pursuant to an indenture (the “Base Indenture”) dated as of March 25, 2014 between the Company, and Wilmington Trust, National Association as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 1 (“Supplemental Indenture No. 1”) dated as of March 25, 2014 among the Company, Kennedy-Wilson Holdings, Inc., a Delaware Corporation (the “Parent”), each subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 2 (“Supplemental Indenture No. 2”) dated as of September 5, 2014 among the Company, the Parent, the subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 3 (“Supplemental Indenture No. 3”) dated as of November 11, 2014 among the Company, the Parent, each subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 4 (“Supplemental Indenture No. 4”) dated as of January 22, 2016, among the Company, the Parent, each subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 5 (“Supplemental Indenture No. 5”) dated as of February 11, 2016 among the Company, the Parent, each subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 6 (“Supplemental Indenture No. 6”) dated as of May 19, 2016 among the Company, the Parent, each subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 7

June 18, 2018

Page 2

 

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(“Supplemental Indenture No. 7”) dated as of April 13, 2017 among the Company, the Parent, each subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 8 (“Supplemental Indenture No. 8”) dated as of February 16, 2018 among the Company, the Parent, each subsidiary of the Company named therein and the Trustee and Supplemental Indenture No. 9 (such supplemental indenture, together with the Base Indenture, Supplemental Indenture No. 1, Supplemental Indenture No. 2, Supplemental Indenture No. 3, Supplemental Indenture No. 4, Supplemental Indenture No. 5, Supplemental Indenture No. 6, Supplemental Indenture No. 7 and Supplemental Indenture No. 8, the “Indenture”) dated as of March 2, 2018 among the Company, the Parent, each subsidiary of the Company named therein and the Trustee, and a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 18, 2018 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for certain of the Company’s outstanding 5.875% Senior Notes due 2024 (the “Private Notes”), and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and Guarantees.

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 certificates and other assurances of officers of the Company, 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 State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction 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, 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, when the Exchange Notes have been duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered in exchange for the Private Notes in the circumstances contemplated by the Registration Statement and Prospectus, the Exchange Notes and the Guarantees will be legally valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their respective terms.

Our opinion is subject to the following: (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

June 18, 2018

Page 3

 

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court before which a proceeding is brought; (iii) the invalidity in 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 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 the Exchange Notes, collection of that portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon, (f) 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, (g) advance waivers of claims, defenses, rights granted by law, 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) covenants not to compete, (j) provisions for exclusivity, election or cumulation of rights or remedies, (k) provisions authorizing or validating conclusive or discretionary determinations, (l) grants of setoff rights, (m) proxies, powers and trusts, (n) provisions prohibiting, restricting or requiring consent to assignment or transfer of any right or property, and (o) the severability, if invalid, of provisions to the foregoing effect. We express no opinion or view 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, rules of the Financial Industry Regulatory Authority, Inc. or stock exchange rules (without limiting other laws excluded by customary practice).

With your consent, we have assumed that (a) the Indenture, the Exchange Notes and the Guarantees (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company and the Guarantors, (b) the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and the Guarantors, enforceable against each of them in accordance with their terms and (c) the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or 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.

June 18, 2018

Page 4

 

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Very truly yours,

                   /s/ Latham and Watkins LLP

 


June 18, 2018

Page 5

 

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Exhibit A

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 III, LLC, a Delaware limited liability company

16.

KWF Manager I, LLC, a Delaware limited liability company

17.

KWF Manager II, LLC, a Delaware limited liability company

18.

KWF Manager III, LLC, a Delaware limited liability company

19.

Kennedy Wilson Overseas Investments, Inc. a Delaware corporation

20.

Fairways 340 Corp., a Delaware corporation

21.

KW—Richmond, LLC, a Delaware limited liability company

22.

SG KW Venture I Manager LLC, a Delaware limited liability company

23.

KW Loan Partners I LLC, a Delaware limited liability company

24.

KW Summer House Manager, LLC, a Delaware limited liability company

25.

KW Montclair, LLC, a Delaware limited liability company

26.

KW Serenade Manager, LLC, a Delaware limited liability company

27.

K-W Santiago Inc., a California corporation

28.

KW Redmond Manager, LLC, a Delaware limited liability company

29.

Dillingham Ranch Aina LLC, a Delaware limited liability company

30.

68-540 Farrington, LLC, a Delaware limited liability company

31.

KW Dillingham Aina LLC, a Delaware limited liability company

32.

Kennedy Wilson Fund Management Group, LLC, a California limited liability company

33.

Kennedy-Wilson International, a California corporation

34.

Kennedy-Wilson Tech, Ltd., a California corporation

35.

KWP Financial I, a California corporation

36.

Kennedy-Wilson Properties, LTD., an Illinois corporation

37.

Kennedy Wilson Auction Group Inc., a California corporation

38.

KWF Manager IV, LLC, a Delaware limited liability company

39.

KW Ireland, LLC, a Delaware limited liability company

40.

Kennedy Wilson Property Equity IV, LLC, a Delaware limited liability company

41.

Kennedy Wilson Real Estate Sales & Marketing, a California corporation

42.

KWF Investors IV, LLC, a Delaware limited liability company

June 18, 2018

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43.

KWF Investors V, LLC, a Delaware limited liability company

44.

Meyers Research, LLC, a Delaware limited liability company

45.

KW Armacost, LLC, a Delaware limited liability company

46.

Santa Maria Land Partners Manager, LLC, a Delaware limited liability company

47.

KW Investment Adviser, LLC, a Delaware limited liability company

48.

Kennedy-Wilson Capital, a California corporation

49.

KW Four Points LLC, a Delaware limited liability company

50.

KW Loan Partners VII, LLC, a Delaware limited liability company

51.

KWF Investors VII, LLC, a Delaware limited liability company

52.

KWF Manager VII, LLC, a Delaware limited liability company

53.

KW Residential Capital, LLC, a Delaware limited liability company

54.

KW Boise Plaza, LLC, a Delaware limited liability company

55.

KW Loan Partners VIII, LLC, a Delaware limited liability company

56.

Kennedy Wilson Property Services IV, L.P., a Delaware limited partnership

57.

Kennedy Wilson Property Services IV GP, LLC, a Delaware limited liability company

58.

KW EU Loan Partners II, LLC, a Delaware limited liability company

59.

KW 1200 Main, LLC, a Delaware limited liability company

60.

KW Harrington LLC, a Delaware limited liability company

61.

KW 5200 Lankershim Manager, LLC, a Delaware limited liability company

62.

KWF Manager X, LLC, a Delaware limited liability company

63.

KWF Manager XI, LLC, a Delaware limited liability company

64.

KWF Manager XII, LLC, a Delaware limited liability company

65.

KW Real Estate Venture XIII, LLC, a Delaware limited liability company

66.

KWF Manager XIII, LLC, a Delaware limited liability company

67.

KW EU Loan Partners III, LLC, a Delaware limited liability company

68.

KW EU Investors I, LLC, a Delaware limited liability company

69.

KW Richfield Plaza, LLC, a Delaware limited liability company

70.

KW Currier Square Shopping Center, LLC, a Delaware limited liability company

71.

KW Creekview Shopping Center, LLC, a Delaware limited liability company

72.

KW Securities, LLC, a Delaware limited liability company

73.

KW Victory Land Loan, LLC, a Delaware limited liability company

74.

KW Victory Plaza Loan, LLC, a Delaware limited liability company

75.

Country Ridge IX, LLC, a Delaware limited liability company

76.

KW EU Investors VIII, LLC, a Delaware limited liability company

77.

KW Park Santa Fe, LLC, a Delaware limited liability company

78.

KW Cypress, LLC, a Delaware limited liability company

79.

KW Tacoma Condos, LLC, a Delaware limited liability company

80.

KW Desert Ramrod Sponsor, LLC, a Delaware limited liability company

81.

KW 9350 Civic Center Drive, LLC, a Delaware limited liability company

82.

KW Taylor Yard 55, LLC, a Delaware limited liability company

83.

KW Red Cliff Shopping Center, LLC, a Delaware limited liability company

84.

KW Holiday Village Shopping Center, LLC, a Delaware limited liability company

85.

KW Hilltop Manager II, LLC, a Delaware limited liability company

86.

KW Bozeman Investors, LLC, a Delaware limited liability company

87.

KW One Baxter Way GP, LLC, a Delaware limited liability company

June 18, 2018

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88.

KW Riverdale and 36, LLC, a Delaware limited liability company

89.

KW 400 California Member, LLC, a Delaware limited liability company

90.

KW CIG Management Services, LLC, a Delaware limited liability company

91.

KW Terra West Sponsor, LLC, a Delaware limited liability company

92.

KW Hanover Quay, LLC, a Delaware limited liability company

93.

Kennedy Wilson Property Equity VI, LLC, a Delaware limited liability company

94.

Kennedy Wilson Property Services VI, LLC, a Delaware limited liability company

95.

KW LV 3 Sponsor, LLC, a Delaware limited liability company

96.

KW NB LLC, a Delaware limited liability company

97.

KW Camarillo Land, LLC, a Delaware limited liability company

EX-5.2 9 d524253dex52.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

David A. Bernardoni

Mitchell S. Brachman

Patricia Brum

Justin A. Nash

Mark A. Talise

 

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

 

June 18, 2018

   

 

Telephone (310) 557-9200

Facsimile  (310) 557-0224

 

Sender’s e-mail address:

dgottesman@kgswlaw.com

 

File No. 2192-0860

Kennedy-Wilson, Inc.

151 S. El Camino Drive

Beverly Hills, CA 90212

 

  Re:

Registration Statement on Form S-4 Relating to Exchange Offer for up to $250,000,000 in Aggregate Principal Amount of Kennedy-Wilson, Inc.’s 5.875% Senior Notes Due 2024

Ladies and Gentlemen:

We have acted as special counsel to Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), in connection with the issuance of up to $250,000,000 in aggregate principal amount of its 5.875% Senior Notes due 2024 (the “Exchange Notes”) and the guarantees of the Exchange Notes (the “Guarantees”) by each of the entities listed on Exhibit A hereto (the “Guarantors”), pursuant to an indenture (the “Base Indenture”) dated as of March 25, 2014 between the Company, and Wilmington Trust, National Association as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 1 (“Supplemental Indenture No. 1”) dated as of March 25, 2014 among the Company, Kennedy-Wilson Holdings, Inc., a Delaware Corporation (the “Parent”), each subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 2 (“Supplemental Indenture No. 2”) dated as of September 5, 2014 among the Company, the Parent, the subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 3 (“Supplemental Indenture No. 3”) dated as of November 11, 2014 among the Company, the Parent, each subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 4 (“Supplemental Indenture No. 4”) dated January 22, 2016, among the Company, the Parent, each subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 5 (“Supplemental Indenture No. 5”) dated February 11, 2016 among the Company, the Parent, each subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 6 (“Supplemental Indenture No. 6”) dated May 19, 2016 among the Company, the Parent, each subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 7

KULIK GOTTESMAN SIEGEL & WARE LLP

Kennedy-Wilson, Inc.

June 18, 2018

Page 2

 

(“Supplemental Indenture No. 7”) dated April 13, 2017 among the Company, the Parent, each subsidiary of the Company named therein and the Trustee, Supplemental Indenture No. 8 (“Supplemental Indenture No. 8”) dated February 16, 2018 among the Company, the Parent, each subsidiary of the Company named therein and the Trustee and Supplemental Indenture No. 9 (such supplemental indenture, together with the Base Indenture, Supplemental Indenture No. 1, Supplemental Indenture No. 2, Supplemental Indenture No. 3, Supplemental Indenture No. 4, Supplemental Indenture No. 5, Supplemental Indenture No. 6, Supplemental Indenture No. 7 and Supplemental Indenture No. 8, the “Indenture”) dated March 2, 2018 among the Company, the Parent, each subsidiary of the Company named therein and the Trustee, and a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 18, 2018 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for certain of the Company’s outstanding 5.875% Senior Notes due 2024 (the “Private Notes”), and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and Guarantees.

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 certificates and other assurances of officers of the Company, 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 Company Act, and the Delaware Revised Uniform Limited 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 California, Delaware and Illinois, 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 State of Illinois 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

KULIK GOTTESMAN SIEGEL & WARE LLP

Kennedy-Wilson, Inc.

June 18, 2018

Page 3

 

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, when the Exchange Notes have been duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered in exchange for the Private Notes in the circumstances contemplated by the Registration Statement and Prospectus, the Exchange Notes and the Guarantees will have been duly authorized by all necessary corporate, limited partnership or limited liability company action, as applicable, of the Company and the Guarantors, respectively.

Our opinion is subject to the following: (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 in 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 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 the Exchange Notes, collection of that portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon, (f) 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, (g) advance waivers of claims, defenses, rights granted by law, 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) covenants not to compete, (j) provisions for exclusivity, election or cumulation of rights or remedies, (k) provisions authorizing or validating conclusive or discretionary determinations, (l) grants of setoff rights, (m) proxies, powers and trusts, (n) provisions prohibiting, restricting or requiring consent to assignment or transfer of any right or property, and (o) the severability, if invalid, of provisions to the foregoing effect. We express no opinion or view as to federal or state securities laws, tax laws, antitrust or

KULIK GOTTESMAN SIEGEL & WARE LLP

Kennedy-Wilson, Inc.

June 18, 2018

Page 4

 

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, rules of the Financial Industry Regulatory Authority, Inc. or stock exchange rules (without limiting other laws excluded by customary practice).

 

With your consent, we have assumed that (a) the Indenture, the Exchange Notes and the Guarantees (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company and the Guarantors, (b) the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and the Guarantors, enforceable against each of them in accordance with their terms, and (c) the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or 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, Inc.

June 18, 2018

Page 5

 

Exhibit A

 

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 III, LLC, a Delaware limited liability company

16.

KWF Manager I, LLC, a Delaware limited liability company

17.

KWF Manager II, LLC, a Delaware limited liability company

18.

KWF Manager III, LLC, a Delaware limited liability company

19.

Kennedy Wilson Overseas Investments, Inc. a Delaware corporation

20.

Fairways 340 Corp., a Delaware corporation

21.

KW—Richmond, LLC, a Delaware limited liability company

22.

SG KW Venture I Manager LLC, a Delaware limited liability company

23.

KW Loan Partners I LLC, a Delaware limited liability company

24.

KW Summer House Manager, LLC, a Delaware limited liability company

25.

KW Montclair, LLC, a Delaware limited liability company

26.

KW Serenade Manager, LLC, a Delaware limited liability company

27.

K-W Santiago Inc., a California corporation

28.

KW Redmond Manager, LLC, a Delaware limited liability company

29.

Dillingham Ranch Aina LLC, a Delaware limited liability company

30.

68-540 Farrington, LLC, a Delaware limited liability company

31.

KW Dillingham Aina LLC, a Delaware limited liability company

32.

Kennedy Wilson Fund Management Group, LLC, a California limited liability company

33.

Kennedy-Wilson International, a California corporation

34.

Kennedy-Wilson Tech, Ltd., a California corporation

35.

KWP Financial I, a California corporation

KULIK GOTTESMAN SIEGEL & WARE LLP

Kennedy-Wilson, Inc.

June 18, 2018

Page 6

 

 

36.

Kennedy-Wilson Properties, LTD., an Illinois corporation

37.

Kennedy Wilson Auction Group Inc., a California corporation

38.

KWF Manager IV, LLC, a Delaware limited liability company

39.

KW Ireland, LLC, a Delaware limited liability company

40.

Kennedy Wilson Property Equity IV, LLC, a Delaware limited liability company

41.

Kennedy Wilson Real Estate Sales & Marketing, a California corporation

42.

KWF Investors IV, LLC, a Delaware limited liability company

43.

KWF Investors V, LLC, a Delaware limited liability company

44.

Meyers Research, LLC, a Delaware limited liability company

45.

KW Armacost, LLC, a Delaware limited liability company

46.

Santa Maria Land Partners Manager, LLC, a Delaware limited liability company

47.

KW Investment Adviser, LLC, a Delaware limited liability company

48.

Kennedy-Wilson Capital, a California corporation

49.

KW Four Points LLC, a Delaware limited liability company

50.

KW Loan Partners VII, LLC, a Delaware limited liability company

51.

KWF Investors VII, LLC, a Delaware limited liability company

52.

KWF Manager VII, LLC, a Delaware limited liability company

53.

KW Residential Capital, LLC, a Delaware limited liability company

54.

KW Boise Plaza, LLC, a Delaware limited liability company

55.

KW Loan Partners VIII, LLC, a Delaware limited liability company

56.

Kennedy Wilson Property Services IV, L.P., a Delaware limited partnership

57.

Kennedy Wilson Property Services IV GP, LLC, a Delaware limited liability company

58.

KW EU Loan Partners II, LLC, a Delaware limited liability company

59.

KW 1200 Main, LLC, a Delaware limited liability company

60.

KW Harrington LLC, a Delaware limited liability company

61.

KW 5200 Lankershim Manager, LLC, a Delaware limited liability company

62.

KWF Manager X, LLC, a Delaware limited liability company

63.

KWF Manager XI, LLC, a Delaware limited liability company

64.

KWF Manager XII, LLC, a Delaware limited liability company

65.

KW Real Estate Venture XIII, LLC, a Delaware limited liability company

66.

KWF Manager XIII, LLC, a Delaware limited liability company

67.

KW EU Loan Partners III, LLC, a Delaware limited liability company

68.

KW EU Investors I, LLC, a Delaware limited liability company

69.

KW Richfield Plaza, LLC, a Delaware limited liability company

70.

KW Currier Square Shopping Center, LLC, a Delaware limited liability company

71.

KW Creekview Shopping Center, LLC, a Delaware limited liability company

72.

KW Securities, LLC, a Delaware limited liability company

73.

KW Victory Land Loan, LLC, a Delaware limited liability company

KULIK GOTTESMAN SIEGEL & WARE LLP

Kennedy-Wilson, Inc.

June 18, 2018

Page 7

 

 

74.

KW Victory Plaza Loan, LLC, a Delaware limited liability company

75.

Country Ridge IX, LLC, a Delaware limited liability company

76.

KW EU Investors VIII, LLC, a Delaware limited liability company

77.

KW Park Santa Fe, LLC, a Delaware limited liability company

78.

KW Cypress, LLC, a Delaware limited liability company

79.

KW Tacoma Condos, LLC, a Delaware limited liability company

80.

KW Desert Ramrod Sponsor, LLC, a Delaware limited liability company

81.

KW 9350 Civic Center Drive, LLC, a Delaware limited liability company

82.

KW Taylor Yard 55, LLC, a Delaware limited liability company

83.

KW Red Cliff Shopping Center, LLC, a Delaware limited liability company

84.

KW Holiday Village Shopping Center, LLC, a Delaware limited liability company

85.

KW Hilltop Manager II, LLC, a Delaware limited liability company

86.

KW Bozeman Investors, LLC, a Delaware limited liability company

87.

KW One Baxter Way GP, LLC, a Delaware limited liability company

88.

KW Riverdale and 36, LLC, a Delaware limited liability company

89.

KW 400 California Member, LLC, a Delaware limited liability company

90.

KW CIG Management Services, LLC, a Delaware limited liability company

91.

KW Terra West Sponsor, LLC, a Delaware limited liability company

92.

KW Hanover Quay, LLC, a Delaware limited liability company

93.

Kennedy Wilson Property Equity VI, LLC, a Delaware limited liability company

94.

Kennedy Wilson Property Services VI, LLC, a Delaware limited liability company

95.

KW LV 3 Sponsor, LLC, a Delaware limited liability company

96.

KW NB LLC, a Delaware limited liability company

97.

KW Camarillo Land, LLC, a Delaware limited liability company

EX-10.44 10 d524253dex1044.htm EX-10.44 EX-10.44

Exhibit 10.44

Schedule of Omitted Documents

Described below are certificates of incorporation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.21 to this registration statement.

Certificate of Incorporation of Kennedy-Wilson Property Services, Inc. filed in Delaware July 26, 2000.

Certificate of Incorporation of Kennedy-Wilson Property Equity, Inc. filed in Delaware July 26, 2000.

Certificate of Incorporation of Kennedy-Wilson Property Special Equity, Inc. filed in Delaware July 26, 2000.

Described below are certificates of incorporation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.25 to this registration statement.

Certificate of Incorporation of Kennedy-Wilson Property Equity II, Inc. filed in Delaware October 31, 2005.

Certificate of Incorporation of Kennedy-Wilson Property Special Equity II, Inc. filed in Delaware October 26, 2005.

Described below are certificates of formation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.17 to this registration statement.

Certificate of Formation of KW BASGF II Manager, LLC filed in Delaware September 5, 2006.

Certificate of Formation of KW Montclair, LLC filed in Delaware July 7, 2008.

Certificate of Formation of Dillingham Ranch Aina LLC filed in Delaware March 31, 2006.

Certificate of Formation of KW Dillingham Aina LLC filed in Delaware April 27, 2006.

Certificate of Formation of Kennedy Wilson Property Services III GP, LLC filed in Delaware November 19, 2008.

Described below are articles of incorporation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.32 to this registration statement.

Articles of Incorporation of Kennedy-Wilson Tech, Ltd. filed in California December 9, 1998.

Articles of Incorporation of KWP Financial I filed in California December 1, 2004.

Articles of Incorporation of K-W Santiago Inc. filed in California September 8, 1996, as amended on February 25, 1999.

Articles of Incorporation of Kennedy-Wilson International filed in California June 21, 1979, as amended on June 29, 1979, and further amended on June 9, 1992 and June 16, 1994.

Articles of Incorporation of Kennedy Wilson Real Estate Sales & Marketing (formerly KW Builder Marketing Services, Inc.) effective July 7, 2011, as amended on March 29, 2012, as further amended on March 12, 2015, as further amended on April 16, 2015, and as further amended on September 14, 2016.

Described below are certificates of formation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.36 to this registration statement.

Certificate of Formation of KWF Investors III, LLC filed in Delaware November 30, 2010.

Certificate of Formation of KWF Manager I, LLC filed in Delaware August 26, 2010.

Certificate of Formation of KWF Manager II, LLC filed in Delaware October 27, 2010.

Certificate of Formation of KWF Manager III, LLC filed in Delaware November 30, 2010.

Certificate of Formation of KW-Richmond, LLC filed in Delaware June 20, 2008.

Certificate of Formation of KW Blossom Hill Manager, LLC filed in Delaware September 9, 2008.

Certificate of Formation of KW Serenade Manager, LLC filed in Delaware August 16, 2010.

Certificate of Formation of KW Redmond Manager, LLC filed in Delaware May 27, 2008.

Certificate of Formation of KW Ireland, LLC filed in Delaware April 20, 2011.

Certificate of Formation of KWF Manager IV, LLC filed in Delaware April 20, 2011.

Certificate of Formation of KWF Investors IV, LLC filed in Delaware April 20, 2011.

Certificate of Formation of KWF Investors V, LLC filed in Delaware May 31, 2011.

Certificate of Formation of Meyers Research LLC filed in Delaware March 1, 2012.

Certificate of Formation of KW Armacoast, LLC filed in Delaware July 11, 2011.

Certificate of Formation of Santa Maria Land Partners Manager, LLC filed in Delaware October 18, 2011.

Certificate of Formation of KW Investment Adviser, LLC filed in Delaware January 18, 2012.

Certificate of Formation of KW Loan Partners VII, LLC filed in Delaware April 17, 2012.

Certificate of Formation of KW Four Points LLC filed in Delaware April 17, 2012.

Certificate of Formation of KWF Investors VII, LLC filed in Delaware May 16, 2012.

Certificate of Formation of KWF Manager VII, LLC filed in Delaware May 16, 2012.

Certificate of Formation of KW Residential Capital, LLC filed in Delaware June 8, 2012.

Certificate of Formation of KW Boise Plaza, LLC filed in Delaware June 8, 2012.

Certificate of Formation of KW Loan Partners VIII, LLC filed in Delaware June 13, 2012.

Certificate of Formation of KW EU Loan Partners III, LLC filed in Delaware July 22, 2012.

Certificate of Formation of KW EU Investors I, LLC filed in Delaware July 26, 2012.

Certificate of Formation of KW EU Loan Partners II, LLC filed in Delaware July 30, 2012.

Certificate of Formation of KW Harrington LLC filed in Delaware September 14, 2012.

Certificate of Formation of KW 5200 Lankershim Manager, LLC filed in Delaware August 14, 2012.

Certificate of Formation of KW Creekview Shopping Center, LLC filed in Delaware October 22, 2012.

Certificate of Formation of KW Currier Square Shopping Center, LLC filed in Delaware October 22, 2012.

Certificate of Formation of Country Ridge IX, LLC filed in Delaware October 22, 2012.

Certificate of Formation of KW EU Investors VIII, LLC filed in Delaware October 22, 2012.

Certificate of Formation of KWF Manager XIII, LLC filed in Delaware June 11, 2013.

Certificate of Formation of KW Richfield Plaza, LLC filed in Delaware September 11, 2013.

Certificate of Formation of KW 400 California Member, LLC filed in Delaware October 17, 2013.

Certificate of Formation of KW 9350 Civic Center Drive, LLC filed in Delaware October 17, 2013.

Certificate of Formation of KW Bozeman Investors, LLC filed in Delaware October 17, 2013.

Certificate of Formation of KW Camarillo Land, LLC filed in Delaware October 17, 2013.

Certificate of Formation of KW Cypress, LLC filed in Delaware October 17, 2013.

Certificate of Formation of KW CIG Management Services, LLC filed in Delaware October 17, 2013.

Certificate of Formation of KW Desert Ramrod Sponsor, LLC filed in Delaware October 17, 2013.

Certificate of Formation of KW Hanover Quay, LLC filed in Delaware October 17, 2013.

Certificate of Formation of KW Holiday Village Shopping Center, LLC filed in Delaware October 17, 2013.

Certificate of Formation of KW NB LLC filed in Delaware October 17, 2013.

Certificate of Formation of KW Real Estate Venture XIII, LLC filed in Delaware October 17, 2013.

Certificate of Formation of KW Red Cliff Shopping Center, LLC filed in Delaware October 17, 2013.

Certificate of Formation of KW Securities, LLC filed in Delaware October 17, 2013.

Certificate of Formation of KW Victory Land Loan, LLC filed in Delaware November 26, 2013.

Certificate of Formation of KW Victory Plaza Loan, LLC filed in Delaware November 26, 2013.

Certificate of Formation of KW Park Santa Fe, LLC filed in Delaware March 10, 2014.

Certificate of Formation of KW Tacoma Condos, LLC filed in Delaware August 20, 2014.

Certificate of Formation of KW Taylor Yard 55, LLC filed in Delaware November 13, 2015.

Certificate of Formation of KW One Baxter Way GP, LLC filed in Delaware April 1, 2016.

Certificate of Formation of KW Riverdale and 36, LLC filed in Delaware September 29, 2016.

Certificate of Formation of KW Terra West Sponsor, LLC filed in Delaware April 4, 2017.

Certificate of Formation of Kennedy Wilson Property Equity VI, LLC filed in Delaware June 26, 2017.

Certificate of Formation of Kennedy Wilson Property Services VI, LLC filed in Delaware June 26, 2017.

Certificate of Formation of KW LV 3 Sponsor, LLC filed in Delaware October 11, 2017.

Described below are certificates of formation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.46 to this registration statement.

Certificate of Formation of KW 1200 Main, LLC filed in Delaware September 25, 2012.

Described below are certificates of formation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.34 to this registration statement.

Certificate of Formation of 68-540 Farrington, LLC filed in Delaware May 15, 2006.

Certificate of Formation of Kennedy Wilson Property Equity IV, LLC filed in Delaware May 9, 2011.

Described below are certificates of formation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.31 to this registration statement.

Certificate of Formation of Kennedy Wilson Property Services IV GP, LLC filed in Delaware January 28, 2011.

Described below are bylaws, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.24 to this registration statement.

Bylaws of Kennedy-Wilson Properties, Ltd. effective June 30, 1998

Bylaws of Kennedy-Wilson Property Services, Inc. effective July 26, 2000

Bylaws of Kennedy-Wilson Property Special Equity, Inc. effective July 26, 2000.

Bylaws of Kennedy Wilson Overseas Investments, Inc. effective August 26, 2005.

Described below are bylaws, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.26 to this registration statement.

Bylaws of Kennedy-Wilson Property Equity II, Inc. effective October 31, 2005.

Bylaws of Kennedy-Wilson Property Special Equity II, Inc. effective October 26, 2005.

Described below are bylaws, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.33 to this registration statement.

Bylaws of Kennedy-Wilson Tech, Ltd. effective December 11, 1998.

Bylaws of KWP Financial I effective December 1, 1994.

Bylaws of Kennedy Wilson Auction Group Inc. effective July 31, 2007.

Bylaws of Kennedy Wilson Real Estate Sales & Marketing (formerly KW Builder Marketing Services, Inc.) effective July 11, 2011.

Bylaws of K-W Santiago Inc. effective September 8, 1998.

Described below are bylaws, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.27 to this registration statement.

Bylaws of Kennedy-Wilson International.

Described below are limited liability company agreements, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.38 to this registration statement.

Limited Liability Company Agreement of KWF Manager II, LLC effective November 1, 2010.

Limited Liability Company Agreement of KWF Manager III, LLC effective November 30, 2010.

Limited Liability Company Agreement of KWF Manager IV, LLC effective June 13, 2011.

Described below are limited liability company agreements, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.07 to this registration statement.

Limited Liability Company Agreement of Meyers Research, LLC effective March 1, 2012.

Limited Liability Company Agreement of Santa Maria Land Partners Manager, LLC effective October 18, 2011.

Limited Liability Company Agreement of KW Ireland, LLC effective July 14, 2011.

Limited Liability Company Agreement of KW Four Points LLC effective April 18, 2012.

Limited Liability Company Agreement of KW Loan Partners VII, LLC effective April 19, 2012.

Limited Liability Company Agreement of KWF Investors VII, LLC effective May 16, 2012.

Limited Liability Company Agreement of KWF Manager VII, LLC effective May 16, 2012.

Limited Liability Company Agreement of KW Loan Partners VIII, LLC effective June 14, 2012.

Limited Liability Company Agreement of KW Boise Plaza, LLC effective July 23, 2012.

Limited Liability Company Agreement of KW EU Loan Partners II, LLC effective July 30, 2012.

Amended and Restated Limited Liability Company Agreement of Kennedy Wilson Property Services IV GP, LLC effective December 7, 2015.

Limited Liability Company Agreement of KW Real Estate Venture XIII, LLC effective March 12, 2013, as amended on April 16, 2014.

Limited Liability Company Agreement of KW 1200 Main, LLC effective September 25, 2012.

Limited Liability Company Agreement of KW Harrington LLC effective September 17, 2012.

Limited Liability Company Agreement of KW 5200 Lankershim Manager, LLC effective October 29, 2012.

Described below are limited liability company agreements, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.06 to this registration statement.

Limited Liability Company Agreement of KW Residential Capital, LLC effective June 8, 2012.

Limited Liability Company Agreement of KWF Investors VIII, LLC effective August 3, 2012.

Amended and Restated Limited Liability Company Agreement of KWF Manager XIII, LLC effective June 12, 2013.

Second Amended and Restated Limited Liability Company Agreement of KW EU Loan Partners III, LLC effective July 30, 2013.

Second Amended and Restated Limited Liability Company Agreement of KW EU Investors I, LLC effective July 30, 2013.

Amended and Restated Limited Liability Company Agreement of KW Richfield Plaza, LLC effective September 11, 2013.

Amended and Restated Limited Liability Company Agreement of KW Creekview Shopping Center, LLC effective September 18, 2013.

Amended and Restated Limited Liability Company Agreement of KW Currier Square Shopping Center, LLC effective September 18, 2013.

Amended and Restated Limited Liability Company Agreement of KW Victory Plaza Loan, LLC effective November 26, 2013.

Amended and Restated Limited Liability Company Agreement of KW Victory Land Loan, LLC effective November 26, 2013.

Amended and Restated Limited Liability Company Agreement of KW EU Investors VIII, LLC effective January 28, 2014.

Amended and Restated Limited Liability Company Agreement of KW Park Santa Fe, LLC effective March 10, 2014.

Amended and Restated Limited Liability Company Agreement of KW Red Cliff Shopping Center, LLC effective February 20, 2015.

Amended and Restated Limited Liability Company Agreement of KW Cypress, LLC effective July 18, 2014.

Amended and Restated Limited Liability Company Agreement of KW Holiday Village Shopping Center, LLC effective August 6, 2015.

Amended and Restated Limited Liability Company Agreement of KW Tacoma Condos, LLC effective August 20, 2014.

Amended and Restated Limited Liability Company Agreement of KW Desert Ramrod Sponsor, LLC effective October 14, 2014.

Amended and Restated Limited Liability Company Agreement of KW 9350 Civic Center Drive, LLC effective October 22, 2015.

Amended and Restated Limited Liability Company Agreement of KW Taylor Yard 55, LLC effective November 13, 2015.

Limited Liability Company Agreement of KW Hilltop Manager II, LLC effective January 11, 2016.

Amended and Restated Limited Liability Company Agreement of KW Bozeman Investors, LLC effective March 28, 2016.

Amended and Restated Limited Liability Company Agreement of KW One Baxter Way GP, LLC effective April 1, 2016.

Amended and Restated Limited Liability Company Agreement of KW Securities, LLC effective September 29, 2016.

Amended and Restated Limited Liability Company Agreement of KW Riverdale and 36, LLC effective September 29, 2016.

Amended and Restated Limited Liability Company Agreement of KW 400 California Member, LLC effective November 29, 2016.

Amended and Restated Limited Liability Company Agreement of KW CIG Management Services, LLC effective December 22, 2016.

Amended and Restated Limited Liability Company Agreement of KW Terra West Sponsor, LLC effective April 5, 2017.

Amended and Restated Limited Liability Company Agreement of KW Hanover Quay, LLC effective May 9, 2017.

Amended and Restated Limited Liability Company Agreement of Kennedy Wilson Property Equity VI, LLC effective June 26, 2017.

Amended and Restated Limited Liability Company Agreement of Kennedy Wilson Property Services VI, LLC effective June 27, 2017.

Amended and Restated Limited Liability Company Agreement of KW LV 3 Sponsor, LLC effective October 11, 2017.

Amended and Restated Limited Liability Company Agreement of KW NB LLC effective November 28, 2017.

Amended and Restated Limited Liability Company Agreement of KW Camarillo Land, LLC effective November 29, 2017.

Described below are limited liability company agreements, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.18 to this registration statement.

Limited Liability Company Agreement of Kennedy Wilson Property Services III GP, LLC effective November 30, 2008.

Described below are bylaws, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.37 to this registration statement.

Limited Liability Company Agreement of KWF Investors I, LLC effective September 1, 2010.

Limited Liability Company Agreement of SG KW Venture I Manager, LLC effective December 28, 2009.

Amended and Restated Limited Liability Company Agreement of KW Loan Partners I LLC effective March 30, 2010.

Limited Liability Company Agreement of KWF Investors IV, LLC effective June 13, 2011.

Limited Liability Company Agreement of KWF Investors V, LLC effective June 13, 2011.

Described below are agreements of limited partnership, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.15 to this registration statement.

Agreement of Limited Partnership of Kennedy Wilson Property Services IV, L.P. effective January 28, 2011.

Described below are Operating Agreements, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.49 to this registration statement.

Operating Agreement of KW Serenade Manager, LLC effective August 23, 2010.

Operating Agreement of KW Redmond Manager, LLC effective June 25, 2008.

Operating Agreement of KW Dillingham Aina LLC effective May 19, 2006.

EX-21 11 d524253dex21.htm EX-21 EX-21

EXHIBIT 21

 

Name of Subsidiary

   

Entity

    State/Jurisdiction

68-540 Farrington, LLC

    Limited liability company    Delaware

7107 Hollywood Developers, LLC

    Limited liability company    Delaware

9350 Civic Center Drive, LLC

    Limited liability company    Delaware

9350 Civic Center JV, LLC

    Limited liability company    Delaware

AB/KW LV 3 Holdings, LLC

    Limited liability company    Delaware

Alexander Road Owner, LLC

    Limited liability company    Delaware

Bailey Farm JV Carried Interest Plan, LLC

    Limited liability company    Delaware

Bailey Farm Owner, LLC

    Limited liability company    Delaware

Bailey Farm PT, LLC

    Limited liability company    Delaware

BASGF II - Richmond, LLC

    Limited liability company    Delaware

Bay Area Smart Growth Fund II, LLC

    Limited liability company    Delaware

Bay Fund Opportunity LLC

    Limited liability company    California

Capri Serenade, LLC

    Limited liability company    Delaware

Capri/KW Bailey Farm Holdings, LLC

    Limited liability company    Delaware

Capri/KW Bailey Sponsor, LLC

    Limited liability company    Delaware

Country Ridge IX, LLC

    Limited liability company    Delaware

Cypress Pointe Investment Corp

    Corporation    California

Cypress Pointe Investment, LLC

    Limited liability company    California

Deer Springs Owner, LLC

    Limited liability company    Delaware

Desert Ramrod, LLC

    Limited liability company    Delaware

Dillingham Ranch Aina LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

Fairways 340 Corp.

    Corporation    Delaware

Fairways 340,LLC

    Limited liability company    Delaware

Fifth and Madison, LLC

    Limited liability company    Delaware

Gateway KW-Esprit I JV, LLC

    Limited liability company    Delaware

Gateway KW-Esprit I Owner, LLC

    Limited liability company    Delaware

Guardian/KW Blossom Hill, LLC

    Limited liability company    Delaware

Guardian/KW Hilltop, LLC

    Limited liability company    Delaware

Guardian/KW Santa Maria Land Partners, LLC

    Limited liability company    Delaware

Hotel Majestic LLC

    Limited liability company    Delaware

Indian Ridge Owner, LLC

    Limited liability company    Delaware

Kennedy Wilson Auction Group, Inc.

    Corporation    California

Kennedy Wilson Capital Trust I

    Corporation    Delaware

Kennedy Wilson Espana, S.L.U

    Corporation    Spain

Kennedy Wilson Europe Limited

    Corporation    Ireland

Kennedy Wilson Fund Management Group, LLC

    Limited liability company    California

Kennedy Wilson Ireland Limited

    Corporation    Ireland

Kennedy Wilson Overseas Investments, Inc.

    Corporation    Delaware

Kennedy Wilson Overseas Investments, LLC

    Limited liability company    Delaware

Kennedy Wilson Property Equity IV, LLC

    Limited liability company    Delaware

Kennedy Wilson Property Equity V, LLC

    Limited liability company    Delaware

Kennedy Wilson Property Equity VI, LLC

    Limited liability company    Delaware

Kennedy Wilson Property Services III GP, LLC

    Limited liability company    Delaware

Kennedy Wilson Property Services IV GP, LLC

    Limited liability company    Delaware

Kennedy Wilson Property Services IV, L.P.

    Limited partnership    Delaware

Kennedy Wilson Property Services V, LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

Kennedy Wilson Property Services V, LLC

    Limited liability company    Delaware

Kennedy Wilson Property Services VI, LLC

    Limited liability company    Delaware

Kennedy Wilson Property Special Equity IV, LLC

    Limited liability company    Delaware

Kennedy Wilson Real Estate Fund IV (IP), L.P.

    Limited partnership    Delaware

Kennedy Wilson Real Estate Fund IV (PF), L.P.

    Limited partnership    Delaware

Kennedy Wilson Real Estate Fund IV, L.P.

    Limited partnership    Delaware

Kennedy Wilson Real Estate Fund V Feeder, LP

    Limited partnership    Delaware

Kennedy Wilson Real Estate Fund V, LP

    Limited partnership    Delaware

Kennedy Wilson Real Estate Fund VI - Parallel Q, LP

    Limited partnership    Delaware

Kennedy Wilson Real Estate Fund VI Feeder, LP

    Limited partnership    Delaware

Kennedy Wilson Real Estate Fund VI, LP

    Limited partnership    Delaware

Kennedy Wilson Real Estate Sales & Marketing

    Corporation    California

Kennedy Wilson REF IV AG, LLC

    Limited liability company    Delaware

Kennedy Wilson REF IV BL, LLC

    Limited liability company    Delaware

Kennedy Wilson REF V BL, LLC

    Limited liability company    Delaware

Kennedy Wilson REF VI REIT Aggregator, LLC

    Limited liability company    Delaware

Kennedy Wilson REF VI, BL Q, LLC

    Limited liability company    Delaware

Kennedy Wilson REF VI, BL, LLC

    Limited liability company    Delaware

Kennedy Wilson UK Limited

    Corporation    England

Kennedy-Wilson Advisers

    Corporation    Delaware

Kennedy-Wilson Capital

    Corporation    California

Kennedy-Wilson Florida Management Inc.

    Corporation    Delaware

Kennedy-Wilson Fund Management Group, LLC

    Limited liability company    California

Kennedy-Wilson International

    Corporation    California

Kennedy-Wilson Nevada Management, Inc.

    Corporation    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

Kennedy-Wilson Ohio Management, Inc.

    Corporation    Delaware

Kennedy-Wilson Pennsylvania Management, Inc.

    Corporation    Delaware

Kennedy-Wilson Properties Northwest, Ltd.

    Corporation    Washington

Kennedy-Wilson Properties of Arizona Ltd.

    Corporation    Arizona

Kennedy-Wilson Properties of Texas Ltd.

    Corporation    Texas

Kennedy-Wilson Properties, Ltd.

    Corporation    Delaware

Kennedy-Wilson Properties, LTD.

    Corporation    Illinois

Kennedy-Wilson Property Equity II, Inc.

    Corporation    Delaware

Kennedy-Wilson Property Equity III, Inc.

    Corporation    Delaware

Kennedy-Wilson Property Equity, Inc.

    Corporation    Delaware

Kennedy-Wilson Property Services II, Inc.

    Corporation    Delaware

Kennedy-Wilson Property Services III, L.P.

    Limited partnership    Delaware

Kennedy-Wilson Property Services, Inc.

    Corporation    Delaware

Kennedy-Wilson Property Special Equity II, Inc.

    Corporation    Delaware

Kennedy-Wilson Property Special Equity III, LLC

    Limited liability company    Delaware

Kennedy-Wilson Property Special Equity, Inc.

    Corporation    Delaware

Kennedy-Wilson Tech, Ltd.

    Corporation    California

Kennedy-Wilson, Inc.

    Corporation    Delaware

Kohanaiki Shores LLC

    Limited liability company    Delaware

KW - VHH Member, LLC

    Limited liability company    Delaware

KW 1200 Main, LLC

    Limited liability company    Delaware

KW 136 El Camino, LLC

    Limited liability company    Delaware

KW 150 El Camino. LLC

    Limited liability company    Delaware

KW 2013EE LLC

    Limited liability company    Delaware

KW 2013J LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

KW 2013JJ LLC

    Limited liability company    Delaware

KW 2013KK LLC

    Limited liability company    Delaware

KW 2013LL LLC

    Limited liability company    Delaware

KW 2013MM LLC

    Limited liability company    Delaware

KW 2013NN LLC

    Limited liability company    Delaware

KW 2013OO LLC

    Limited liability company    Delaware

KW 2013PP LLC

    Limited liability company    Delaware

KW 2013QQ LLC

    Limited liability company    Delaware

KW 2013RR LLC

    Limited liability company    Delaware

KW 2013SS LLC

    Limited liability company    Delaware

KW 2013TT LLC

    Limited liability company    Delaware

KW 2013UU LLC

    Limited liability company    Delaware

KW 2013VV LLC

    Limited liability company    Delaware

KW 2013W LLC

    Limited liability company    Delaware

KW 2013WW LLC

    Limited liability company   

KW 2013X LLC

    Limited liability company    Delaware

KW 2013XX LLC

    Limited liability company    Delaware

KW 2013YY LLC

    Limited liability company    Delaware

KW 2013ZZ LLC

    Limited liability company    Delaware

KW 2016A LLC

    Limited liability company    Delaware

KW 2016B LLC

    Limited liability company    Delaware

KW 2016C LLC

    Limited liability company    Delaware

KW 2016D LLC

    Limited liability company    Delaware

KW 2016E LLC

    Limited liability company    Delaware

KW 2016F LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

KW 2016G LLC

    Limited liability company    Delaware

KW 2016H LLC

    Limited liability company    Delaware

KW 2016I LLC

    Limited liability company    Delaware

KW 2016J LLC

    Limited liability company    Delaware

KW 2016K LLC

    Limited liability company    Delaware

KW 2016L LLC

    Limited liability company    Delaware

KW 2016M LLC

    Limited liability company    Delaware

KW 2016N LLC

    Limited liability company    Delaware

KW 2016O LLC

    Limited liability company    Delaware

KW 2016P LLC

    Limited liability company    Delaware

KW 2016Q LLC

    Limited liability company    Delaware

KW 2016R LLC

    Limited liability company    Delaware

KW 2016S LLC

    Limited liability company    Delaware

KW 2016T LLC

    Limited liability company    Delaware

KW 2016U LLC

    Limited liability company    Delaware

KW 2016V LLC

    Limited liability company    Delaware

KW 2016W LLC

    Limited liability company    Delaware

KW 2016X LLC

    Limited liability company    Delaware

KW 2016Y LLC

    Limited liability company    Delaware

KW 2016Z LLC

    Limited liability company    Delaware

KW 21 LLC

    Limited liability company    Delaware

KW 400 California Member, LLC

    Limited liability company    Hawaii

KW 5161 Lankershim, LLC

    Limited liability company    Delaware

KW 5200 Lankershim Manager, LLC

    Limited liability company    Delaware

KW 5200 Lankershim, LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

KW 90 East, LLC

    Limited liability company    Delaware

KW 9350 Civic Center Drive, LLC

    Limited liability company    Delaware

KW Alameda LLC

    Limited liability company    Delaware

KW Alameda Member LLC

    Limited liability company    Delaware

KW Albuquerque Far North, LLC

    Limited liability company    Delaware

KW America Multifamily Manager II, LLC

    Limited liability company    Delaware

KW America Multifamily Manager, LLC

    Limited liability company    California

KW Armacost, LLC

    Limited liability company    Delaware

KW Atlas, LLC

    Limited liability company    Delaware

KW Baker, LLC

    Limited liability company    Delaware

KW BASGF II Executives LLC

    Limited liability company    Delaware

KW BASGF II Manager, LLC

    Limited liability company    Delaware

KW Boise Plaza, LLC

    Limited liability company    Delaware

KW Bozeman Investors, LLC

    Limited liability company    Delaware

KW Bradley Square, LLC

    Limited liability company    Delaware

KW Camarillo Land, LLC

    Limited liability company    Delaware

KW Captowers Manager, LLC

    Limited liability company    Delaware

KW Captowers, LLC

    Limited liability company    Delaware

KW CIG Management Services, LLC

    Limited liability company    Delaware

KW Club Palisades Manager, LLC

    Limited liability company    Delaware

KW Club Palisades, LLC

    Limited liability company    Delaware

KW Cottonwood, LLC

    Limited liability company    Delaware

KW Creekview Shopping Center, LLC

    Limited liability company    Delaware

KW Currier Square Shopping Center, LLC

    Limited liability company    Delaware

KW Cypress, LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

KW Desert Ramrod Executives, LLC

    Limited liability company    Delaware

KW Desert Ramrod Sponsor, LLC

    Limited liability company    Delaware

KW Dillingham Aina LLC

    Limited liability company    Delaware

KW Dillingham Ranch Aina

    Limited liability company    Delaware

KW Eden Plaza, LLC

    Limited liability company    Delaware

KW El Camino LLC

    Limited liability company    Delaware

KW EU Investors I, LLC

    Limited liability company    Delaware

KW EU Investors II, LLC

    Limited liability company    Delaware

KW EU Investors III, LLC

    Limited liability company    Delaware

KW EU Investors IV, LLC

    Limited liability company    Delaware

KW EU Investors IX, LLC

    Limited liability company    Delaware

KW EU Investors V, LLC

    Limited liability company    Delaware

KW EU Investors VII, LLC

    Limited liability company    Delaware

KW EU Investors VIII, LLC

    Limited liability company    Delaware

KW EU Investors X, LLC

    Limited liability company    Delaware

KW EU Loan Partners II, LLC

    Limited liability company    Delaware

KW EU Loan Partners III, LLC

    Limited liability company    Delaware

KW EU PRS Investor, LLC

    Limited liability company    Delaware

KW Europe Investors II, LLC

    Limited liability company    Delaware

KW Europe Investors III, LLC

    Limited liability company    Delaware

KW Europe Investors IV, LLC

    Limited liability company    Delaware

KW Executive Loan Partners I LLC

    Limited liability company    California

KW Executives Pacifica Partners, LLC

    Limited liability company    California

KW Executives Richmond, LLC

    Limited liability company    California

KW Family Orem Shopping Center State Plaza, LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

KW Fife, LLC

    Limited liability company    Delaware

KW Fifth and Madison Property Executives, LLC

    Limited liability company    Delaware

KW Foothill Place Member, LLC

    Limited liability company    Delaware

KW Foothill Place, LLC

    Limited liability company    Delaware

KW Fort Union, LLC

    Limited liability company    Delaware

KW Four Points LLC

    Limited liability company    Delaware

KW Four Points, LLC

    Limited liability company    Delaware

KW Fourth Plain, LLC

    Limited liability company    Delaware

KW Fruitdale, LLC

    Limited liability company    Delaware

KW Fund I - Fifth and Madison, LLC

    Limited liability company    Delaware

KW Fund I - Hegenberger General Partner LLC

    Limited liability company    Delaware

KW Fund I - Hegenberger, L.P.

    Limited liability company    Delaware

KW Fund II - Baxter Way LLC

    Limited liability company    Delaware

KW Fund II Executives LLC

    Limited liability company    California

KW Fund III - (QP-A) - Walnut Creek, LLC

    Limited liability company    Delaware

KW Fund III - (QP-A)-Kiahuna, LLC

    Limited liability company    Delaware

KW Fund III - Cypress Pointe, LLC

    Limited liability company    Delaware

KW Fund III - Kiahuna, LLC

    Limited liability company    Delaware

KW Fund III - Kona LLC

    Limited liability company    Delaware

KW Fund III - Richmond LLC

    Limited liability company    Delaware

KW Fund III - Walnut Creek, LLC

    Limited liability company    Delaware

KW Fund III Executives, LLC

    Limited liability company    Delaware

KW Fund IV - 5161 Lankershim LLC

    Limited liability company    Delaware

KW Fund IV - Captowers, LLC

    Limited liability company    Delaware

KW Fund IV - Kohanaiki, LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

KW Fund IV - La Barranca, LLC

    Limited liability company    Delaware

KW Fund IV - Redwood Shores, LLC

    Limited liability company    Delaware

KW Fund IV - Tricenter, LLC

    Limited liability company    Delaware

KW Fund V - 129 Paoakalani, LLC

    Limited liability company    Delaware

KW Fund V - 2241 Kapiolani, LLC

    Limited liability company    Delaware

KW Fund V - 303 17th Ave, LLC

    Limited liability company    Delaware

KW Fund V - Ash Way

    Limited liability company    Delaware

KW Fund V - Brand, LLC

    Limited liability company    Delaware

KW Fund V - CCE, LLC

    Limited liability company    Delaware

KW Fund V - Centennial, LLC

    Limited liability company    Delaware

KW Fund V - Eastgate, LLC

    Limited liability company    Delaware

KW Fund V - Harbour Pointe

    Limited liability company    Delaware

KW Fund V - LIV Bel-Red, LLC

    Limited liability company    Delaware

KW Fund V - REIT C0-Manager, LLC

    Limited liability company    Delaware

KW Fund V - REIT Holdings, LLC

    Limited liability company    Delaware

KW Fund V - Roseville Parkway, LLC

    Limited liability company    Delaware

KW Fund V - Sandman, LLC

    Limited liability company    Delaware

KW Fund V - SLC Retail, LLC

    Limited liability company    Delaware

KW Fund V - Sunnyside, LLC

    Limited liability company    Delaware

KW Fund V - Villas at Homestead, LLC

    Limited liability company    Delaware

KW Fund V - Willows Commerce Park, LLC

    Limited liability company    Delaware

KW Fund V - REIT Holdings TRS LLC

    Limited liability company    Delaware

KW Fund VI - REIT Holdings TRS, LLC

    Limited liability company    Delaware

KW Fund VI - Draper, LLC

    Limited liability company    Delaware

KW fund VI - Redmond East, LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

KW Fund VI - REIT Co-Manager, LLC

    Limited liability company    Delaware

KW Fund VI - REIT Holdings, LLC

    Limited liability company    Delaware

KW Fund VI Non-REIT Holdings, LLC

    Limited liability company    Delaware

KW Hanover Quay, LLC

    Limited liability company    Delaware

KW Happy Valley, LLC

    Limited liability company    Delaware

KW Harbor II, LLC

    Limited liability company    Delaware

KW Harbor, LLC

    Limited liability company    Delaware

KW Harrington LLC

    Limited liability company    Delaware

KW Harrington Square, LLC

    Limited liability company    Delaware

KW Hawaii Development LLC

    Limited liability company    California

KW Hawaii Executives, LLC

    Limited liability company    California

KW Hawaii, Inc.

    Corporation    Delaware

KW Hedges Creek, LLC

    Limited liability company    Delaware

KW Hidden Creek, LLC

    Limited liability company    Delaware

KW Hillcrest Shopping Center, LLC

    Limited liability company    Delaware

KW Hilltop Manager II, LLC

    Limited liability company    Delaware

KW Holiday Village Shopping Center, LLC

    Limited liability company    Delaware

KW Indigo Land, LLC

    Limited liability company    Delaware

KW Indigo TIC

    Limited liability company    Delaware

KW Indigo, LLC

    Limited liability company    Delaware

KW Investment Adviser, LLC

    Limited liability company    Delaware

KW Ireland, LLC

    Limited liability company    Delaware

KW James Street LLC

    Limited liability company    Delaware

KW James Street Manager, LLC

    Limited liability company    Delaware

KW Jororo - 129 Kapiolani, LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

KW Jororo - 2241 Kapiolani, LLC

    Limited liability company    Delaware

KW Kawana Springs, LLC

    Limited liability company    Delaware

KW Kiahuna, LLC

    Limited liability company    Delaware

KW Kirker Creek Executives, LLC

    Limited liability company    Delaware

KW Kirker Creek, LLC

    Limited liability company    Delaware

K-W Kohanaiki Group, Inc.

    Corporation    California

KW Kohanaiki Shores Member, LLC

    Limited liability company    Delaware

KW Kona Investors Manager, LLC

    Limited liability company    Delaware

KW Kona Investors, LLC

    Limited liability company    Delaware

KW Kona LLC

    Limited liability company    Hawaii

KW Lake Merritt, LLC

    Limited liability company    Delaware

KW Lakeland, LLC

    Limited liability company    Delaware

KW Liberty Lake, LLC

    Limited liability company    Delaware

KW Loan Partners I LLC

    Limited liability company    Delaware

KW Loan Partners III, LLC

    Limited liability company    Delaware

KW Loan Partners IV, LLC

    Limited liability company    Delaware

KW Loan Partners V

    Limited liability company    Delaware

KW Loan Partners VII, LLC

    Limited liability company    Delaware

KW Loan Partners VIII, LLC

    Limited liability company    Delaware

KW LV 3 Sponsor, LLC

    Limited liability company    Delaware

KW Majestic West

    Limited liability company    Delaware

KW Marina View Land Partners, LLC

    Limited liability company    Delaware

KW Marina View Venture, LLC

    Limited liability company    Delaware

KW Marina View, LLC

    Limited liability company    Delaware

KW Midvale, LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

KW Montclair Executives, LLC

    Limited liability company    California

KW Montclair, LLC

    Limited liability company    Delaware

KW Mount Hood, LLC

    Limited liability company    Delaware

KW Multi-Family Management Group, LLC

    Limited liability company    California

KW MW Lakeharbor, LLC

    Limited liability company    California

KW MW Mullan, LLC

    Limited liability company    California

KW NB, LLC

    Limited liability company    California

KW Northstar Beverage, LLC

    Limited liability company    California

KW Northstar Venture Penthouses, LLC

    Limited liability company    Delaware

KW Northstar Ventures, LLC

    Limited liability company    Delaware

KW NWLA CDF I Manager LLC

    Limited liability company    Delaware

KW Olympia, LLC

    Limited liability company    Delaware

KW One Baxter Way GP, LLC

    Limited liability company    Delaware

KW Onyx, TIC

    Limited liability company    Delaware

KW Paradise Hills Shopping Center, LLC

    Limited liability company    Delaware

KW Park Santa Fe, LLC

    Limited liability company    Delaware

KW PCCP Montclair, LLC

    Limited liability company    Delaware

KW Pioneer Shopping Center, LLC

    Limited liability company    Delaware

KW Portfolio Fifth and Madison Property Manager, LLC

    Limited liability company    Delaware

KW Portfolio XII Manager LLC

    Limited liability company    Delaware

KW Portfolio XIII, LLC

    Limited liability company    Delaware

KW Portland Southgate, LLC

    Limited liability company    Delaware

K-W Properties

    Corporation    California

K-W Properties II

    Corporation    California

KW Property Fund II, LP

    Limited partnership    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

KW Property Fund III (QP-A) L.P.

    Limited partnership    Delaware

KW Property Fund III, LP

    Limited partnership    Delaware

KW Ravenswood LLC

    Limited liability company    Delaware

KW RC Happy Valley, LLC

    Limited liability company    Delaware

KW Real Estate Venture XIII, LLC

    Limited liability company    Delaware

KW Red Cliff Shopping Center, LLC

    Limited liability company    Delaware

KW Redmond Manager, LLC

    Limited liability company    Delaware

KW Redmond, LLC

    Limited liability company    Delaware

KW Redwood Shores, LLC

    Limited liability company    Delaware

KW Residential Capital, LLC

    Limited liability company    Delaware

KW Residential, LLC

    Limited liability company    Delaware

KW Richfield Plaza, LLC

    Limited liability company    Delaware

KW- Richmond, LLC

    Limited liability company    Delaware

KW River Pointe Premiere, LLC

    Limited liability company    Delaware

KW River Pointe, LLC

    Limited liability company    Delaware

KW Riverdale and 36, LLC

    Limited liability company    Delaware

KW Rock Creek, LLC

    Limited liability company    Delaware

KW Rosewood Premiere, LLC

    Limited liability company    Delaware

KW Sacramento, LLC

    Limited liability company    Delaware

KW Sandpiper, LLC

    Limited liability company    Delaware

KW Santa Clarita Townhomes, LLC

    Limited liability company    Delaware

K-W Santiago Inc.

    Corporation    California

KW Savier Street, LLC

    Limited liability company    Delaware

KW Securities, LLC

    Limited liability company    Delaware

KW Serenade Manager, LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

KW State Street, LLC

    Limited liability company    Delaware

KW Stoneridge, LLC

    Limited liability company    Delaware

KW Summer House Manager, LLC

    Limited liability company    Delaware

KW SV Executives, LLC

    Limited liability company    California

KW SV Investment West Coast, LLC

    Limited liability company    Delaware

KW Tacoma Apartments, LLC

    Limited liability company    Delaware

KW Tacoma Condos, LLC

    Limited liability company    Delaware

KW Taylor Yard 55, LLC

    Limited liability company    Delaware

KW Telstar, LLC

    Limited liability company    Delaware

KW Terra West Executives, LLC

    Limited liability company    Delaware

KW Terra West Sponsor

    Limited liability company    Delaware

KW Tricenter, LLC

    Limited liability company    Delaware

KW Tumwater, LLC

    Limited liability company    Delaware

KW UK Loan Partners, LLC

    Limited liability company    Delaware

KW University Glen Executives, LLC

    Limited liability company    Delaware

KW University Glen Manager, LLC

    Limited liability company    Delaware

KW University Glen, LLC

    Limited liability company    Delaware

KW University Partners, LLC

    Limited liability company    Delaware

KW University Place, LLC

    Limited liability company    Delaware

KW UR Investments 1, LLC

    Limited liability company    Delaware

KW UR Investments 2, LLC

    Limited liability company    Delaware

KW UR Investments 3, LLC

    Limited liability company    Delaware

KW UR Investments 4, LLC

    Limited liability company    Delaware

KW UR Investments 5, LLC

    Limited liability company    Delaware

KW UR Investments 6, LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

KW UR Investments 7, LLC

    Limited liability company    Delaware

KW Vallejo TIC, LLC

    Limited liability company    Delaware

KW Victory Land Loan, LLC

    Limited liability company    Delaware

KW Victory Plaza Loan, LLC

    Limited liability company    Delaware

KW Waseda Executives, LLC

    Limited liability company    Delaware

KW Westmoreland TIC, LLC

    Limited liability company    Delaware

KW Whitewater Park, LLC

    Limited liability company    Delaware

KW/AB Desert Ramrod Holdings, LLC

    Limited liability company    Delaware

KW/AB Terra West Holdings, LLC

    Limited liability company    Delaware

KW/LF Equinox, LLC

    Limited liability company    Delaware

KW/LF Malibu Sands, LLC

    Limited liability company    California

KW/LF Radius, LLC

    Limited liability company    Delaware

KW/WDC West Campus, LLC

    Limited liability company    Delaware

KW/WDC Westmoreland Executives, LLC

    Limited liability company    Delaware

KW/WDC Westmoreland Manager, LLC

    Limited liability company    Delaware

KW/WDC Westmoreland, LLC

    Limited liability company    Delaware

KWF Executives IV, LLC

    Limited liability company    California

KWF Executives V, LLC

    Limited liability company    California

KWF Investors I, LLC

    Limited liability company    Delaware

KWF Investors III, LLC

    Limited liability company    Delaware

KWF Investors IV, LLC

    Limited liability company    Delaware

KWF Investors V, LLC

    Limited liability company    Delaware

KWF Investors VII, LLC

    Limited liability company    Delaware

KWF Manager I, LLC

    Limited liability company    Delaware

KWF Manager II, LLC

    Limited liability company    Delaware

Name of Subsidiary

   

Entity

    State/Jurisdiction

KWF Manager III, LLC

    Limited liability company    Delaware

KWF Manager IV, LLC

    Limited liability company    Delaware

KWF Manager IX, LLC

    Limited liability company    Delaware

KWF Manager VI, LLC

    Limited liability company    Delaware

KWF Manager VII, LLC

    Limited liability company    Delaware

KWF Manager X, LLC

    Limited liability company    Delaware

KWF Manager XI, LLC

    Limited liability company    Delaware

KWF Manager XII, LLC

    Limited liability company    Delaware

KWF Manager XIII, LLC

    Limited liability company    Delaware

KWF Manager XIV, LLC

    Limited liability company    Delaware

KWF Real Estate Venture Azure, LLC

    Limited liability company    Delaware

KWF Real Estate Venture III, L.P.

    Limited partnership    Delaware

KWF Real Estate Venture IV, L.P.

    Limited partnership    Delaware

KWF Real Estate Venture IX, LP

    Limited partnership    Delaware

KWF Real Estate Venture VII, LP

    Limited partnership    Delaware

KWF Real Estate Venture VIII, LP

    Limited partnership    Delaware

KWF Real Estate Venture X, LP

    Limited partnership    Delaware

KWF Real Estate Venture XI, LP

    Limited partnership    Delaware

KWF Real Estate Venture XII, LP

    Limited partnership    Delaware

KWF Real Estate Venture XIII, LP

    Limited partnership    Delaware

KWI America Multifamily, LLC

    Limited liability company    Delaware

KWI Property Fund I, LP

    Limited partnership    Delaware

KWP Financial

    Corporation    California

KWP Financial I

    Corporation    California

KWP Financial XI, LLC

    Limited liability company    California

Name of Subsidiary

   

Entity

    State/Jurisdiction

Meyers Research, LLC

    Limited liability company    Delaware

Mokuleia Shores Holder LLC

    Limited liability company    Hawaii

Monaco Park Owner, LLC

    Limited liability company    Delaware

North Shores Water Company LLC

    Limited liability company    Hawaii

Northwest Louisiana Community Development Fund I, LLC

    Limited liability company    Delaware

NWLACDFI - Riverscape, LLC

    Limited liability company    Delaware

NWLACDFI - Southern Oaks, LLC

    Limited liability company    Delaware

NWLACDFI - Village Square, LLC

    Limited liability company    Delaware

One Baxter Way GP, LLC

    Limited liability company    Delaware

One Baxter Way JV, LLC

    Limited liability company    Delaware

One Baxter Way, LP

    Limited partnership    Delaware

Pacifica East Coast Partners, LLC

    Limited liability company    Delaware

Pacifica Partners, LLC

    Limited liability company    Delaware

Pacifica West Coast Partners, LLC

    Limited liability company    California

Santa Maria Land Partners Manager, LLC

    Limited liability company    Delaware

Santa Maria Land Partners, LLC

    Limited liability company    Delaware

SG KG Venture I Manager LLC

    Limited liability company    Delaware

SG KW Venture I LLC

    Limited liability company    Delaware

SoCal Baker, LLC

    Limited liability company    Delaware

SoCal Harbor, LLC

    Limited liability company    Delaware

SV Investment East Coast Partners, LLC

    Limited liability company    Delaware

SV Investment Group Partners Manager, LLC

    Limited liability company    Delaware

SV Investment Group Partners, LLC

    Limited liability company    Delaware

SV investment West Coast Partners, LLC

    Limited liability company    Delaware

Waseda Partners, LLC

    Limited liability company    Delaware

WDC Babcock Fairways, LLC

    Limited liability company    Delaware

Woodlands Village Shopping Center, LLC

    Limited liability company    Delaware
 EX-23.1 12 d524253dex231.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 26, 2018, with respect to the consolidated balance sheets of Kennedy-Wilson Holdings, Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016, 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, 2017, and the related notes and financial statement schedules III and IV (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2017, incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG

Los Angeles, California

June 18, 2018

EX-25.1 13 d524253dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

☐ 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 19890-0001

(Address of principal executive offices)

Janet V Banks

Assistant Vice President

1100 North Market Street

Wilmington, Delaware 19890-0001

(302) 636-4261

(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

Delaware

  

26-0508760

95-4364537

(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

151 S El Camino Drive,

Beverly Hills, California 90212

(Address of principal executive offices, including zip code)

5.875% Senior Notes due 2024

(Title of the indenture securities)

 

 

 

 

 

  1. See table of Additional Obligors

TABLE OF ADDITIONAL OBLIGORS

Additional Obligors (as Guarantors of 5.875% Senior Notes due 2024)

 

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

Kennedy-Wilson Properties, Ltd.    DE    95-4697159    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Services, Inc.    DE    95-4812579    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Services II, Inc.    DE    20-3693493    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Services III, L.P.    DE    26-1558520    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Equity, Inc.    DE    95-4812580    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Equity II, Inc.    DE    20-3812712    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Special Equity, Inc.    DE    95-4812583    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Special Equity II, Inc.    DE    20-3693618    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

Kennedy-Wilson Property Special Equity III, LLC    DE    26-1558607    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

K-W Properties    CA    95-4492564    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Services III GP, LLC    DE    26-3806726    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW BASGF II Manager, LLC    DE    20-5523327    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors I, LLC    DE    27-3337920    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors III, LLC    DE    27-4110400    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager I, LLC    DE    27-3337771    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager II, LLC    DE    27-3788479    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager III, LLC    DE    27-4110811    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

Kennedy Wilson Overseas Investments, Inc.    DE    20-2715619    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Fairways 340 Corp.    DE    20-4169707    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW—Richmond, LLC    DE    26-2852263    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

SG KW Venture I Manager LLC    DE    27-1366657    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Loan Partners I LLC    DE    27-1944476    6162   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Summer House Manager, LLC    DE    27-2502491    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Montclair, LLC    DE    26-2942185    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Serenade Manager, LLC    DE    27-3271987    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

K-W Santiago Inc.    CA    95-4704530    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

KW Redmond Manager, LLC    DE    26-2773678    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Dillingham Ranch Aina LLC    DE    20-4635382    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

68-540 Farrington, LLC    DE    20-4879846    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Dillingham Aina LLC    DE    20-4788802    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Fund Management Group, LLC    CA    20-8342380    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson International    CA    95-3379144    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Tech, Ltd.    CA    95-4725845    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWP Financial I    CA    95-4506679    6162   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Auction Group Inc.    CA    26-0808460    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

Kenney-Wilson Properties, LTD.    IL    36-2709910    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager IV, LLC    DE    45-1836132    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Ireland, LLC    DE    45-1840083    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Equity IV, LLC    DE    45-2147199    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Real Estate Sales & Marketing    CA    45-2718656    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors IV, LLC    DE    45-1837186    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors V, LLC    DE    45-2477357    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Meyers Research, LLC    DE    45-4723472    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Armacost, LLC    DE    45-2727561    6162   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code 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    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Investment Adviser, LLC    DE    45-4320018    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Capital    CA    20-0315687    6199   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Four Points, LLC    DE    45-5152394    6162   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Loan Partners VII, LLC    DE    45-5153987    6162   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Investors VII, LLC    DE    90-0845725    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager VII, LLC    DE    90-0846443    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Residential Capital, LLC    DE    46-0678305    6199   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Boise Plaza, LLC    DE    45-5471242    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code 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    6162   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Services IV, L.P.    DE    27-4787414    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Services IV GP, LLC    DE    27-4786391    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Loan Partners II, LLC    DE    46-0961139    6162   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 1200 Main, LLC    DE    46-1064734    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Harrington LLC    DE    46-0995523    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 5200 Lankershim Manager, LLC    DE    46-0941753    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager X, LLC    DE    46-1265534    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager XI, LLC    DE    46-1264104    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

KWF Manager XII, LLC    DE    46-1271047    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Real Estate Venture XIII, LLC    DE    46-1265831    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KWF Manager XIII, LLC    DE    46-1271308    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Loan Partners III, LLC    DE    46-1271589    6162   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors I, LLC    DE    46-1271662    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Richfield Plaza, LLC    DE    46-1278805    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Currier Square Shopping Center, LLC    DE    46-1278901    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Creekview Shopping Center, LLC    DE    46-1279003    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Securities, LLC    DE    46-1279113    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

KW Victory Land Loan, LLC    DE    46-1279225    6162   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Victory Plaza Loan, LLC    DE    46-1288205    6162   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors III, LLC    DE    46-1288281    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors IV, LLC    DE    46-1288508    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors V, LLC    DE    46-1288647    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2012T LLC    DE    46-3938854    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors II, LLC    DE    46-3938910    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Country Ridge IX, LLC    DE    46-3938942    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors VII, LLC    DE    46-3938976    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

KW EU Investors VIII, LLC    DE    46-3939009    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors IX, LLC    DE    46-3939059    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU Investors X, LLC    DE    46-3939059    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Park Santa Fe, LLC    DE    46-3904750    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Cypress, LLC    DE    46-3904963    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Tacoma Condos, LLC    DE    46-3905022    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Desert Ramrod, LLC    DE    46-3905108    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Red Cliff Shopping Center, LLC    DE    46-3905153    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Holiday Village Shopping Center, LLC    DE    46-3905222    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code 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    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Taylor Yard 55, LLC    DE    46-3905403    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Hilltop Manager II, LLC    DE    46-3905452    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013J LLC    DE    46-3905513    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Bozeman Investors, LLC    DE    46-3905557    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW One Baxter Way GP, LLC    DE    46-3915723    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW University Glen Manager, LLC    DE    46-3915812    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Harbor II, LLC    DE    46-3915857    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Hillcrest Shopping Center, LLC    DE    46-3915903    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

KW Riverdale and 36, LLC    DE    46-3916010    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 400 California Member, LLC    DE    46-3916138    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW CIG Management Services, LLC    DE    46-3916201    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Core Plus Real Estate Fund GP, LLC    DE    46-3916322    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Albuquerque Far North, LLC    DE    46-3916358    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Terra West Sponsor, LLC    DE    46-3916408    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Hanover Quay, LLC    DE    46-3916487    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Equity VI, LLC    DE    46-3916532    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Kennedy Wilson Property Services VI, LLC    DE    46-3920569    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

KW MW Mullan, LLC    DE    46-3920601    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW LV 3 Sponsor, LLC    DE    46-3920650    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Eden Plaza, LLC    DE    46-3920736    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW NB LLC    DE    46-3920773    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Camarillo Land, LLC    DE    46-3920817    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Portland Southgate, LLC    DE    46-3926602    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013EE LLC    DE    46-3926730    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW EU PRS Investor, LLC    DE    46-3926759    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW Rosewood Premiere, LLC    DE    46-3926828    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

KW River Pointe Premiere, LLC    DE    46-3926914    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013II LLC    DE    46-3926967    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013JJ LLC    DE    46-3927000    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013KK LLC    DE    46-3927085    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013LL LLC    DE    46-3927126    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013MM LLC    DE    46-3927168    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013NN LLC    DE    46-3927224    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013OO LLC    DE    46-3927274    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013PP LLC    DE    46-3927324    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

KW 2013QQ LLC    DE    46-3927382    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013RR LLC    DE    46-3927427    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013SS LLC    DE    46-3927471    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013TT LLC    DE    46-3927557    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013UU LLC    DE    46-3927600    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013VV LLC    DE    46-3938599    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013WW LLC    DE    46-3938668    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013XX LLC    DE    46-3938712    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2013YY LLC    DE    46-3938770    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

KW 2013ZZ LLC    DE    46-3938810    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016A LLC    DE    81-4189146    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016B LLC    DE    81-4189356    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016C LLC    DE    81-4189780    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016D LLC    DE    81-4189832    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016E LLC    DE    81-4189891    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016F LLC    DE    81-4189986    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016G LLC    DE    81-4190083    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016H LLC    DE    81-4190149    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

KW 2016I LLC    DE    81-4190270    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016J LLC    DE    81-4190483    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016K LLC    DE    81-4190377    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016L LLC    DE    81-4193152    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016M LLC    DE    81-4193197    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016N LLC    DE    81-4193244    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016O LLC    DE    81-4193289    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016P LLC    DE    81-4193337    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016Q LLC    DE    81-4193504    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligors as Specified in its

Charter                                                              

    State or
Other
Jurisdiction
of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
  Code Number  		   

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

KW 2016R LLC    DE    81-4193597    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016S LLC    DE    81-4193794    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016T LLC    DE    81-4193832    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016U LLC    DE    81-4193875    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016V LLC    DE    81-4202248    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016W LLC    DE    81-4202379    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016X LLC    DE    81-4202429    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016Y LLC    DE    81-4202469    6531   

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

KW 2016Z LLC    DE    81-4202521    6531   

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.

The trustee is authorized to exercise corporate trust powers.

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 information available to the trustee, the obligor is not an affiliate of the trustee.    

ITEMS 3 – 15.

Not applicable.

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, attached hereto as Exhibit 1 of this 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 above.
  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 above.
  4. A copy of the existing By-Laws of Wilmington Trust, National Association, as now in effect, attached hereto as Exhibit 4 of this Form T-1.
  5. Not applicable.
  6. The consent of Wilmington Trust, National Association as required by Section 321(b) of the Trust Indenture Act of 1939, attached hereto as Exhibit 6 of this Form T-1.
  7. Current Report of the Condition of Wilmington Trust, National Association, published pursuant to law or the requirements of its supervising or examining authority, attached hereto as Exhibit 7 of this Form T-1.
  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 18th day of June, 2018.

 

  

WILMINGTON TRUST, NATIONAL ASSOCIATION

   By: /s/ Jane Y. Schweiger                                                       
  

Name: Jane Y. 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

 

     1. See table of Additional Obligors

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 April 18, 2017)

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;
  (5) Amend articles of association;
  (6) 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. Officers. The board of directors shall annually, at the Annual Reorganization Meeting of the board of directors following the annual meeting of the shareholders, appoint or elect a Chairperson of the Board, a Chief Executive Officer and a President, and one or more Vice Presidents, a Corporate Secretary, a Treasurer, a General Auditor, and such other officers as it may determine. At the Annual Reorganization Meeting, the board of directors shall also elect or reelect all of the officers of the association to hold office until the next Annual Reorganization Meeting. In the interim between Annual Reorganization Meetings, the board of directors may also elect or appoint a Chief Executive Officer, a President or such additional officers to the rank of Vice President, including (without limitation as to title or number) one or more Administrative Vice Presidents, Group Vice Presidents, Senior Vice Presidents and Executive Vice Presidents, and any other officer positions as they deem necessary and appropriate. The Chief Executive Officer of M&T Bank, the head of the Human Resources Department of M&T Bank, and any one executive Vice Chairman of M&T Bank, acting jointly, may appoint one or more officers to the rank of Executive Vice President or Senior Vice President. The head of the Human Resources Department of M&T Bank or his or her designee or designees, may appoint other officers up to the rank of Group Vice President, including (without limitation as to title or number) one or more Administrative Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Auditors, and any other officer positions as they deem necessary and appropriate. Each such person elected or appointed by the board of directors, the Chief Executive Officer of M&T Bank, the head of the Human Resources Department of M&T Bank, and an executive Vice Chairman of M&T Bank, acting jointly, or the head of the Human Resources Department of M&T Bank or his or her designee or designees, in between Annual Reorganization Meetings shall hold office until the next Annual Reorganization Meeting unless otherwise determined by the board of directors or such authorized officers.

Section 2. 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 3. 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 4. 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 5. 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 6. 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 7. 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 8. 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:     June 18, 2018                By:  /s/ Jane Y. Schweiger                                                     
          Name: Jane Y. Schweiger
          Title: Vice President
      

 

EXHIBIT 7

R E P O R T    O F    C O N D I T I O N

WILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on March 31, 2018

 

ASSETS    Thousands of Dollars  

Cash and balances due from depository institutions:

      3,111,871  

Securities:

      5,657  

Federal funds sold and securities purchased under agreement to resell:

      0  

Loans and leases held for sale:

      0  

Loans and leases net of unearned income, allowance:

      207,982  

Premises and fixed assets:

      4,228  

Other real estate owned:

      528  

Investments in unconsolidated subsidiaries and associated companies:

      0  

Direct and indirect investments in real estate ventures:

      0  

Intangible assets:

      0  

Other assets:

      45,718  

Total Assets:

      3,375,984  
  
LIABILITIES    Thousands of Dollars  

Deposits

      2,808,029  

Federal funds purchased and securities sold under agreements to repurchase

      0  

Other borrowed money:

      0  

Other Liabilities:

      27,704  

Total Liabilities

      2,835,733  
  
EQUITY CAPITAL    Thousands of Dollars  

Common Stock

      1,000  

Surplus

      396,439  

Retained Earnings

      143,122  

Accumulated other comprehensive income

      (310)  

Total Equity Capital

      540,251  

Total Liabilities and Equity Capital

      3,375,984  
 EX-99.1 14 d524253dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

LETTER OF TRANSMITTAL

To Tender For Exchange

5.875% Senior Notes due 2024

of

KENNEDY-WILSON, INC.

Pursuant to the Prospectus Dated [            ], 2018

 

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, IN THE EVENING OF [            ], 2018, UNLESS EXTENDED (THE “EXPIRATION DATE”).

The Exchange Agent for the Exchange Offer is:

WILMINGTON TRUST, NATIONAL ASSOCIATION

 

By Hand, Overnight Delivery or Mail
(Registered or Certified Mail Recommended):		    By Facsimile Transmission
(for eligible institutions only):
   

Wilmington Trust, National Association

c/o Wilmington Trust Company

Global Capital Markets

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-1626

Attn: Workflow Management — 5th Floor

   

(302) 636-4145

Attn: Workflow Management

To Confirm by Email or for Other Inquiries:

DTC2@WilmingtonTrust.com

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL. DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

The undersigned hereby acknowledges receipt of the prospectus, dated [            ], 2018, of Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), which, together with this letter of transmittal, constitute the Company’s offer to exchange up to $250,000,000 aggregate principal amount of any and all of its outstanding privately placed 5.875% Senior Notes due 2024 issued on March 2, 2018 (CUSIP Nos. 489399 AK1 and U49454 AC2) (the “old notes”) for newly issued 5.875% Senior Notes due 2024 (CUSIP No. 489399 AG0) (the “new notes”) in an exchange offer that is registered under the Securities Act of 1933, as amended (the “Securities Act”). Old notes may be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

IF YOU DESIRE TO EXCHANGE YOUR OLD NOTES FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF NEW NOTES, YOU MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) YOUR OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH BELOW CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

This letter of transmittal is to be completed by holders of the Company’s old notes if either certificates representing such notes are to be forwarded herewith or, unless an agent’s message is used, tenders of such notes are to be made by book-entry transfer to an account maintained by the exchange agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the prospectus under the heading “The Exchange Offer—Procedures for Tendering Outstanding Notes.”

The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer.

Holders that are tendering by book-entry transfer to the exchange agent’s account at DTC may execute the tender though the DTC Automated Tender Offer Program, for which the exchange offer is eligible. DTC participants that are tendering old notes pursuant to the exchange offer must transmit their acceptance through the Automated Tender Offer Program to DTC, which will edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance.

To properly complete this letter of transmittal, a holder of old notes must:

 

  •   complete the table entitled “Description of Old Notes”;

 

  •   if appropriate, check and complete the boxes relating to guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions;

 

  •   sign the letter of transmittal; and

 

  •   complete the IRS Form W-9 (or provide an IRS Form W-8).

If a holder desires to tender old notes pursuant to the exchange offer and (1) certificates representing such old notes are not immediately available, (2) time will not permit this letter of transmittal, certificates representing such old notes or other required documents to reach the exchange agent prior to the Expiration Date, or (3) the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed prior to the Expiration Date, then such holder may nevertheless tender such old notes with the effect that such tender will be deemed to have been received prior to the Expiration Date if the guaranteed delivery procedures described in the prospectus under “The Exchange Offer—Guaranteed Delivery Procedures” are followed. See Instruction 1 below.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL OR CHECKING ANY BOX BELOW. The instructions included with this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus and this letter of transmittal, the Notice of Guaranteed Delivery and related documents may be directed to Wilmington Trust, National Association at the address and telephone number set forth on the cover page of this letter of transmittal. See Instruction 11 below.

 

2

List below the old notes to which this letter of transmittal relates. If the space provided is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this letter of transmittal. Tenders of old notes will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

DESCRIPTION OF OLD NOTES

NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)

(PLEASE FILL IN)

    CERTIFICATE
NUMBER(S)*		    AGGREGATE
PRINCIPAL
AMOUNT
REPRESENTED**		    PRINCIPAL
AMOUNT
TENDERED**
      $                    $                
      $                    $                
      $                    $                
      $                    $                
TOTAL PRINCIPAL AMOUNT OF OLD NOTES       $                    $                

 

* Need not be completed by holders delivering by book-entry transfer (see below).
** Unless otherwise indicated in the column “Principal Amount Tendered” and subject to the terms and conditions of the exchange offer, the holder will be deemed to have tendered the entire aggregate principal amount represented by each note listed above and delivered to the exchange agent. See Instruction 4.

 

3

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING THE BOXES BELOW

 

☐ CHECK HERE IF CERTIFICATES FOR TENDERED OLD NOTES ARE ENCLOSED HEREWITH.

 

☐ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK- ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:                                                                                                                                                

Account Number with DTC:                                                                                                                                                    

Transaction Code Number:                                                                                                                                                      

 

☐ CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):                                                                                                                                            

Window Ticket Number(s) (if any):                                                                                                                                        

Date of Execution of the Notice of Guaranteed Delivery:                                                                                                     

Name of Eligible Institution that Guaranteed Delivery:                                                                                                         

If delivered by book-entry transfer, complete the following:

Name of Tendering Institution:                                                                                                                                                

Account Number at DTC:                                                                                                                                                        

Transaction Code Number:                                                                                                                                                      

 

☐ PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 ADDITIONAL COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:                                                                                                                                                                                        

Address:                                                                                                                                                                                    

Telephone Number (Including Area Code):                                                                                                                           

NOTE: SIGNATURES MUST BE PROVIDED BELOW

 

4

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), the principal amount of the Company’s outstanding privately placed 5.875% Senior Notes due 2024 issued on March 2, 2018 (CUSIP Nos. 489399 AK1 and U49454 AC2) (the “old notes”) described above. Subject to, and effective upon, the acceptance for exchange of the old notes tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such old notes.

The undersigned hereby irrevocably constitutes and appoints the exchange agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the exchange agent also acts as the agent of the Company and as trustee under the indenture relating to the old notes) with respect to such tendered old notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the prospectus, to (1) deliver certificates representing such tendered old notes, or transfer ownership of such notes, on the account books maintained by The Depository Trust Company (“DTC”), and to deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Company upon receipt by the exchange agent, as the undersigned’s agent, of the Company’s new 5.875% Senior Notes due 2024 (CUSIP No. 489399 AG0) (the “new notes”) to which the undersigned is entitled upon the acceptance by the Company of such old notes for exchange pursuant to the exchange offer, (2) receive all benefits and otherwise to exercise all rights of beneficial ownership of such old notes, all in accordance with the terms and conditions of the exchange offer, and (3) present such old notes for transfer, and transfer such old notes, on the relevant security register.

The undersigned hereby represents and warrants that the undersigned (1) owns the old notes tendered and is entitled to tender such notes and (2) has full power and authority to tender, sell, exchange, assign and transfer the old notes and to acquire new notes issuable upon the exchange of such tendered old notes and that, when the same are accepted for exchange, the Company will acquire good, marketable and unencumbered title to the tendered old notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or the Company to be necessary or desirable to complete the sale, exchange, assignment and transfer of tendered old notes or to transfer ownership of such old notes on the account books maintained by DTC. The undersigned agrees to all of the terms of the exchange offer, as described in the prospectus and this letter of transmittal.

Tenders of the old notes pursuant to any one of the procedures described in the prospectus under the caption “The Exchange Offer—Procedures for Tendering Outstanding Notes” and in the instructions to this letter of transmittal will, upon the Company’s acceptance of the old notes for exchange, constitute a binding agreement between the undersigned and the Company in accordance with the terms and subject to the conditions of the exchange offer.

The exchange offer is subject to the conditions set forth in the prospectus under the caption “The Exchange Offer—Conditions to the Exchange Offer.” As a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the prospectus, the Company may not be required to exchange any of the old notes tendered by this letter of transmittal, and, in such event, the old notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

 

5

By tendering old notes and executing this letter of transmittal, the undersigned hereby represents and warrants that:

(1) the undersigned or any beneficial owner of the old notes is acquiring the new notes in the ordinary course of business of the undersigned (or such beneficial owner);

(2) neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution of the old notes within the meaning of the federal securities laws;

(3) neither the undersigned nor any beneficial owner has (and, at the time the exchange offer is consummated, neither will have) an arrangement or understanding with any person or entity to participate in a distribution of the old notes;

(4) neither the undersigned nor any beneficial owner is an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Company. Upon request by the Company, the undersigned or such beneficial owner will deliver to the Company a legal opinion confirming it is not such an affiliate;

(5) the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is participating in the exchange offer for the purpose of distributing the new notes, must comply with the registration and prospectus-delivery requirements of the Securities Act in connection with a secondary resale transaction of the new notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters;

(6) a secondary resale transaction described in clause (5) above and any resales of new notes or interests therein obtained by such holder in exchange for old notes or interests therein originally acquired by such holder directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC; and

(7) the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations.

In certain circumstances where the undersigned is unable to make all of the representations and warranties contained in clauses (1)-(7) above, the undersigned may elect to have its old notes registered in the shelf registration described in the Registration Rights Agreement, dated March 2, 2018, among the Company, Kennedy-Wilson Holdings, Inc., certain subsidiaries of the Company signatories thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in the form filed as exhibit 4.11 to Kennedy-Wilson Holding, Inc.’s Form 8-K filed with the SEC on March 2, 2018 (the “Registration Rights Agreement”). By making such election, the undersigned agrees, as a holder of restricted securities participating in a shelf registration, severally and not jointly, to indemnify and hold harmless the Company, the directors and officers of the Company and each person, if any, who controls the Company, within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act against any and all losses, claims, damages, liabilities and judgments caused by (1) any untrue statement or alleged untrue statement of any material fact contained in the shelf registration statement filed with respect to such old notes or the prospectus or in any amendment thereof or supplement thereto or (2) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, claim, damage, liability or judgment arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein

 

6

based on information relating to the undersigned furnished to the Company in writing by or on behalf of the undersigned expressly for use therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provisions of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by reference to the Registration Rights Agreement.

If the undersigned is a broker-dealer that will receive new notes for its own account in exchange for old notes, it represents that the old notes to be exchanged for the new notes were acquired by it for its own account as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such new notes; however, by so acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer and old notes held for its own account were not acquired as a result of market-making or other trading activities, such old notes cannot be exchanged pursuant to the exchange offer.

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, the death, bankruptcy or incapacity of the undersigned, and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

Tendered old notes may be withdrawn at any time prior to midnight, New York City time, in the evening of [            ], 2018, or such later time to which the Company may extend the exchange offer.

Unless otherwise indicated herein under the box entitled “Special Issuance Instructions” below, new notes, and old notes not tendered or accepted for exchange, will be issued in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, new notes, and old notes delivered to the exchange agent but not tendered or accepted for exchange, will be delivered to the undersigned at the address shown below the signature of the undersigned. In the case of a book-entry delivery of new notes, the exchange agent will credit the account maintained by DTC with any old notes delivered to the exchange agent but not tendered. The Company has no obligation pursuant to the “Special Issuance Instructions” to transfer any tendered old notes from the name of the registered holder thereof if the Company does not accept for exchange any of the principal amount of such old notes so tendered.

The new notes will bear interest from the date of original issuance of the old notes or, if interest has already been paid on the old notes, from the date interest was most recently paid. Interest on the old notes accepted for exchange will cease to accrue upon the issuance of the new notes.

 

7

PLEASE SIGN HERE

(To Be Completed By All Tendering Holders of Old Notes)

This letter of transmittal must be signed by the registered holder(s) of old notes exactly as their name(s) appear(s) on certificate(s) for old notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this letter of transmittal, including such opinions of counsel, certifications and other information as may be required by the Company or the trustee for the old notes to comply with the restrictions on transfer applicable to the old notes. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the exchange agent of such person’s authority to so act. See Instruction 5 below. If the signature appearing below is not of the registered holder(s) of the old notes, then the registered holder(s) must sign and deliver to the exchange agent a valid power of attorney.

 

 

X

      
 

X

      
Signature(s) of Holder(s) or Authorized Signatory

Dated:                 , 2018

 

 

Name(s):

      
 

Capacity:

      
 

Address:

      
         
    (Zip Code)      

 

Area Code and Telephone No.:

      

GUARANTEE OF SIGNATURE(S)

(If required — see Instructions 2 and 5 below)

Certain Signatures Must Be Guaranteed by a Signature Guarantor

 

 

(Name of Signature Guarantor Guaranteeing Signatures)

 

  
 

(Address (including zip code) and Telephone Number (including area code) of Firm)

 

  
 

(Authorized Signature)

 

  
 

(Print Name)

 

  
 

(Title)

 

  
 

Dated:                    , 2018

  

 


 

8

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 4 through 7)

To be completed ONLY if (1) certificates for old notes in a principal amount not tendered are to be issued in the name of, or new notes issued pursuant to the exchange offer are to be issued in the name of, someone other than the person or persons whose name(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the table entitled “Description of Old Notes” within this letter of transmittal, (2) old notes not tendered, but represented by certificates tendered by this letter of transmittal, are to be returned by credit to an account maintained at DTC other than the account indicated above or (3) new notes issued pursuant to the exchange offer are to be issued by book-entry transfer to an account maintained at DTC other than the account indicated above.

Issue:

 

☐ New notes, to:                                                                                                                                                                        

☐ Old notes, to:                                                                                                                                                                           

Name(s):                                                                                                                                                                                      

Address:                                                                                                                                                                                        

Telephone Number (Including Area Code):                                                                                                                                

                                                                                                                                                                                                       

(Tax Identification or Social Security Number)

DTC Account Number:                                         

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 4 through 7)

To be completed ONLY if certificates for old notes in a principal amount not tendered, or new notes, are to be sent to someone other than the person or persons whose name(s) appear(s) within this letter of transmittal to an address different from that shown in the table entitled “Description of Old notes” within this letter of transmittal.

Deliver:

 

☐ New notes, to:                                                                                                                                                                        

☐ Old notes, to:                                                                                                                                                                           

Name(s):                                                                                                                                                                                      

Address:                                                                                                                                                                                        

Telephone Number (Including Area Code):                                                                                                                                

                                                                                                                                                                                                       

(Tax Identification or Social Security Number)

 


 

9

Is this a permanent address change? (check one box)

☐  Yes

☐  No

 


 

10

INSTRUCTIONS TO LETTER OF TRANSMITTAL

(Forming part of the terms and conditions of the Exchange Offer)

1. DELIVERY OF THE LETTER OF TRANSMITTAL AND OLD NOTES. The letter of transmittal is to be completed by holders of the Company’s outstanding privately placed 5.875% Senior Notes due 2024 issued on March 2, 2018 (CUSIP Nos. 489399 AK1 and U49454 AC2) (the “old notes”) if certificates representing such old notes are to be forwarded herewith, or, unless an agent’s message is used, if tender is to be made by book-entry transfer to the account maintained by DTC, pursuant to the procedures set forth in the prospectus under “The Exchange Offer—Procedures for Tendering Outstanding Notes.” For a holder to properly tender old notes pursuant to the exchange offer, a properly completed and duly executed letter of transmittal (or a manually signed facsimile thereof), together with any signature guarantees and any other documents required by these Instructions, or a properly transmitted agent’s message in the case of a book entry transfer, must be received by the exchange agent at its address set forth herein prior to the Expiration Date, and either (1) certificates representing such old notes must be received by the exchange agent at its address, or (2) such old notes must be transferred pursuant to the procedures for book-entry transfer described in the prospectus under “The Exchange Offer—Book-Entry Delivery Procedures” and a book-entry confirmation must be received by the exchange agent prior to the Expiration Date. A holder who desires to tender old notes and who cannot comply with procedures set forth herein for tender on a timely basis or whose old notes are not immediately available must comply with the guaranteed delivery procedures discussed below.

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL, THE OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE RISK OF THE HOLDER, AND DELIVERY WILL BE DEEMED TO BE MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, HOLDERS SHOULD USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW FOR SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION OF THE EXCHANGE OFFER AND PROPER INSURANCE SHOULD BE OBTAINED. HOLDERS MAY REQUEST THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDER. HOLDERS SHOULD NOT SEND ANY OLD NOTE, LETTER OF TRANSMITTAL OR OTHER REQUIRED DOCUMENTS TO THE COMPANY.

If a holder desires to tender old notes pursuant to the exchange offer and (1) certificates representing such old notes are not immediately available, (2) time will not permit such holder’s letter of transmittal, certificates representing such old notes or other required documents to reach the exchange agent prior to the Expiration Date, or (3) the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed prior to the Expiration Date, then such holder may nevertheless tender such old notes with the effect that such tender will be deemed to have been received prior to the Expiration Date if the guaranteed delivery procedures set forth in the prospectus under “The Exchange Offer—Guaranteed Delivery Procedures” are followed. Pursuant to such procedures, (1) the tender must be made by or through an eligible guarantor institution (as defined below), (2) a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by the Company herewith, or an agent’s message with respect to a guaranteed delivery that is accepted by the Company, must be received by the exchange agent prior to the Expiration Date and (3) the certificates for the tendered old notes, in proper form for transfer (or a book-entry confirmation of the transfer of such old notes into the exchange agent’s account at DTC as described in the prospectus), together with a letter of transmittal (or manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, must be received by the exchange agent within two New York Stock Exchange trading days after the Expiration Date.

 

11

The notice of guaranteed delivery may be delivered by hand or transmitted by facsimile or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery. For old notes to be properly tendered pursuant to the guaranteed delivery procedure, the exchange agent must receive a notice of guaranteed delivery prior to the Expiration Date. As used herein and in the prospectus, an “eligible institution” is an “eligible guarantor institution” meeting the requirements of the registrar for the old notes and “new notes” (as defined below, and, together with the old notes, the “notes”), which requirements include membership or participation in the Security Transfer Agents Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

2. GUARANTEE OF SIGNATURES. Signatures on the letter of transmittal must be guaranteed by a member of or participant in STAMP, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program or by an eligible guarantor institution unless the old notes tendered hereby are tendered (1) by a registered holder of old notes (or by a participant in DTC whose name appears on a security position listing as the owner of such old notes) who has signed the letter of transmittal and who has not checked any of the boxes under the captions “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or (2) for the account of an eligible guarantor institution. If the old notes are registered in the name of a person other than the signer of the letter of transmittal or if old notes not tendered are to be returned to, or are to be issued to the order of, a person other than the registered holder or if old notes not tendered are to be sent to someone other than the registered holder, then the signature on the letter of transmittal accompanying the tendered old notes must be guaranteed as described above. Beneficial owners whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender old notes. See “The Exchange Offer—Procedures for Tendering Outstanding Notes” in the prospectus.

3. WITHDRAWAL OF TENDERS. Tenders of old notes may be withdrawn at any time prior to the Expiration Date. For a withdrawal of tendered old notes to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be received by the exchange agent prior to the Expiration Date at its address set forth on the cover of the letter of transmittal. The notice of withdrawal must (1) specify the name of the person who tendered the old notes to be withdrawn, (2) identify the old notes to be withdrawn, including the certificate number(s) shown on the particular certificate(s) evidencing such old notes (unless such old notes were tendered by book-entry transfer), the aggregate principal amount represented by such old notes and the name of the registered holder of such old notes, if different from that of the person who tendered such old notes, (3) be signed by the holder of such old notes in the same manner as the original signature on the letter of transmittal by which such old notes were tendered (including any required signature guarantees) or be accompanied by (i) documents of transfer sufficient to have the trustee register the transfer of the old notes into the name of the person withdrawing such notes, and (ii) a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such holder (unless the old notes were tendered by book entry transfer), and (4) specify the name in which any such old notes are to be registered, if different from that of the registered holder. If the old notes were tendered pursuant to the procedures for book-entry transfer set forth in “The Exchange Offer—Procedures for Tendering—Book-Entry Transfer” in the prospectus, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of old notes and must otherwise comply with the procedures of DTC. If the old notes to be withdrawn have been delivered or otherwise identified to the exchange agent, a signed notice of withdrawal is effective immediately upon the exchange agent’s receipt of written or facsimile notice of such withdrawal satisfying the requirements set forth above, even if physical release is not yet effected.

 

12

No permitted withdrawal of old notes may be rescinded. Any old notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. However, properly withdrawn old notes may be re-tendered by following one of the procedures described in the prospectus under the caption “The Exchange Offer—Procedures for Tendering Outstanding Notes” at any time prior to the Expiration Date.

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, in its reasonable discretion, which determination shall be final and binding on all parties. Neither the Company, any affiliates of the Company, the exchange agent nor any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

4. PARTIAL TENDERS. Tenders of old notes pursuant to the exchange offer will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of any old notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the principal amount tendered in the last column of the table entitled “Description of Old Notes” in the letter of transmittal. The entire principal amount represented by the certificates for all old notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all old notes held by the holder is not tendered, new certificates for the principal amount of old notes not tendered and the Company’s new 5.875% Senior Notes due 2024 (CUSIP No. 489399 AG0) (the “new notes”) issued in exchange for any old notes tendered and accepted will be sent (or, if tendered by book-entry transfer, credited to the account at DTC designated herein) to the holder unless otherwise provided in the appropriate box on the letter of transmittal (see Instruction 6), as soon as practicable following the Expiration Date.

5. SIGNATURE ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If the letter of transmittal is signed by the registered holder(s) of the old notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of certificates without alteration, enlargement or change whatsoever. If the letter of transmittal is signed by a participant in DTC whose name is shown as the owner of the old notes tendered hereby, the signature must correspond with the name shown on the security position listing the owner of the old notes.

If any of the old notes tendered hereby are owned of record by two or more joint owners, all such owners must sign the letter of transmittal.

If any tendered old notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many copies of the letter of transmittal and any necessary accompanying documents as there are different names in which certificates are held.

If the letter of transmittal is signed by the holder, and the certificates for any principal amount of old notes delivered to the exchange agent but not tendered are to be issued (or if any principal amount of such old notes is to be reissued or returned) to or, if tendered by book-entry transfer, credited to the DTC account of the registered holder, and new notes exchanged for old notes in connection with the exchange offer are to be issued to the order of the registered holder, then the registered holder need not endorse any certificates for tendered old notes nor provide a separate bond power. In any other case (including if the letter of transmittal is not signed by the registered holder), the registered holder must either properly endorse the certificates for old notes tendered or transmit a separate properly completed bond power with the letter of transmittal (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on such old notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of old notes, exactly as the name(s) of the participant(s) appear(s) on such security position listing), with the signature on

 

13

the endorsement or bond power guaranteed by a signature guarantor or an eligible guarantor institution, unless such certificates or bond powers are executed by an eligible guarantor institution, and must also be accompanied by such opinions of counsel, certifications and other information as the Company or the trustee for the original old notes may require in accordance with the restrictions on transfer applicable to the old notes. See Instruction 2.

Endorsements on certificates for old notes and signatures on bond powers provided in accordance with this Instruction 5 by registered holders not executing the letter of transmittal must be guaranteed by an eligible institution. See Instruction 2.

If the letter of transmittal or any certificates representing old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the exchange agent, in its sole discretion, of their authority so to act must be submitted with the letter of transmittal.

6. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS. Tendering holders should indicate in the applicable box or boxes the name and address to which old notes for principal amounts not tendered or new notes exchanged for old notes pursuant to the exchange offer are to be issued or sent, if different from the name and address of the holder signing the letter of transmittal. In the case of issuance in a different name, the taxpayer-identification number of the person named must also be indicated. Holders tendering by book-entry transfer may request that old notes delivered to the exchange agent but not exchanged be credited to such account maintained at DTC as such holder may designate. If no instructions are given, old notes delivered to the exchange agent but not tendered will be returned to the registered holder of such old notes. For holders of old notes tendered by book-entry transfer, old notes delivered to the exchange agent but not tendered will be returned by crediting the account at DTC designated in the letter of transmittal.

7. TAXPAYER IDENTIFICATION NUMBER AND IRS FORM W-9. Each tendering holder should provide the exchange agent with its correct taxpayer identification number, which, in the case of a holder who is an individual, is his or her social security number. If the exchange agent is not provided with the correct taxpayer identification number or an adequate basis for an exemption, the holder may be subject to backup withholding in an amount equal to up to 24% of any reportable payments made with respect to the notes and a $50 penalty imposed by the Internal Revenue Service. If withholding results in an over-payment of taxes, a refund may be obtained.

To prevent backup withholding on any reportable payments, each holder must provide such holder’s correct taxpayer identification number by completing the IRS Form W-9 set forth herein, certifying that the taxpayer identification number provided is correct (or that such holder is awaiting a taxpayer identification number), and that (1) such holder is exempt from backup withholding, (2) such holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (3) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. See the instructions to the enclosed IRS Form W-9.

Certain holders (including, among others, certain non-U.S. individuals) are exempt from these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder that is a U.S. person (as defined in the instructions to the IRS Form W-9) should provide its correct taxpayer identification number and “Exempt payee code” on the IRS Form W-9. In order for a non-U.S. person to certify its exempt status, such person must submit an appropriate IRS Form W-8. IRS Forms W-8 may be obtained from the Internal Revenue Service’s website at www.irs.gov or from the exchange agent.

 

14

The Company reserves the right in its sole discretion to take whatever steps are necessary to comply with its obligation regarding backup withholding.

8. TRANSFER TAXES. The Company will pay all transfer taxes, if any, required to be paid by the Company in connection with the exchange of the old notes for the new notes. If, however, new notes, or old notes for principal amounts not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of the old notes in connection with the exchange offer, then the amount of any transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of the transfer taxes or an exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. If any certificate representing old notes has been mutilated, lost, stolen or destroyed, the holder should promptly contact the exchange agent at the address indicated in the letter of transmittal. The holder will then be instructed as to the steps that must be taken in order to replace the certificate. The letter of transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.

10. IRREGULARITIES. All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of any tenders of old notes pursuant to the procedures described in the prospectus and the form and validity of all documents will be determined by the Company, in its reasonable discretion, which determination shall be final and binding on all parties. The Company reserves the absolute right, in its sole and absolute discretion, to reject any or all tenders of any old notes determined by it not to be in proper form or the acceptance of which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion subject to applicable law, to waive or amend any of the conditions of the exchange offer for all holders of old notes or to waive any defects or irregularities of tender for any old notes. The Company’s interpretations of the terms and conditions of the exchange offer (including, without limitation, the instructions in the letter of transmittal) shall be final and binding. No alternative, conditional or contingent tenders will be accepted. Unless waived, any irregularities in connection with tenders must be cured within such time as the Company shall determine. Each tendering holder, by execution of a letter of transmittal (or a manually signed facsimile thereof), waives any right to receive any notice of the acceptance of such tender. Tenders of such old notes shall not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders promptly following the Expiration Date. None of the Company, any of its affiliates, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in such tenders or will incur any liability to holders for failure to give such notification.

11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for tendering, as well as requests for assistance or additional copies of the prospectus, the letter of transmittal and the notice of guaranteed delivery may be directed to the exchange agent at the address and telephone number set forth in the letter of transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

IMPORTANT: THE LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY-CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

 

15

FormW-9

(Rev. November 2017)

Department of the Treasury  

Internal Revenue Service

 

   

Request for Taxpayer

Identification Number and Certification

 

u Go to www.irs.gov/FormW9 for instructions and the latest information.

 

   

Give Form to the

requester. Do not

send to the IRS.

 

    

LOGO

  

1  Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

 

  

2  Business name/disregarded entity name, if different from above

 

  

3  Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes.

  

4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):

 

Exempt payee code (if any)            

 

Exemption from FATCA reporting

code (if any)                            

 

(Applies to accounts maintained outside of the U.S.)

       Individual/sole proprietor          C Corporation          S Corporation          Partnership           Trust/estate  
  

or single-member LLC

       
  

 

    Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) u                     

  
  

Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner.

  
  

 

☐ Other (see instructions) u

  
  

5  Address (number, street, and apt. or suite no.) See instructions.

 

   

Requester’s name and address (optional)

 

  

6  City, state, and ZIP code

 

   
  

7  List account number(s) here (optional)

 

Part I    Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.

 

Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter.

 

   Social security number
              -             -                  
 

 

or

 

  Employer identification number  
 

 

    

                    
          -                                
Part II    Certification

Under penalties of perjury, I certify that:

1.  The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2.  I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

 

3.  I am a U.S. citizen or other U.S. person (defined below); and

 

4.  The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

 

Sign

Here

   

Signature of

U.S. person u

    Date u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.

•   Form 1099-INT (interest earned or paid)
•   Form 1099-DIV (dividends, including those from stocks or mutual funds)

 

•   Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

 

•   Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

 

•   Form 1099-S (proceeds from real estate transactions)

 

•   Form 1099-K (merchant card and third party network transactions)

 

•   Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

 

•   Form 1099-C (canceled debt)

 

•   Form 1099-A (acquisition or abandonment of secured property)

    Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

    If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

 
     Cat. No. 10231X    Form W-9 (Rev. 11-2017)
        ☐                             ☐                    ☐                     ☐                    ☐
        ☐

 

16

Form W-9 (Rev. 11-2017)    Page 2

 

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.

In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the instructions for Part II for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships, earlier.

What is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

 

 

17

Form W-9 (Rev. 11-2017)    Page 3

 

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3.

IF the entity/person on line 1 is a(n) . . .   THEN check the box for . . .
• Corporation   Corporation

• Individual

 

• Sole proprietorship, or

 

• Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.

 

   Individual/sole proprietor or single- member LLC

• LLC treated as a partnership for U.S. federal tax purposes,

 

• LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or

 

• LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.

 

   Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation)
• Partnership   Partnership
• Trust/estate   Trust/estate

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.

Generally, individuals (including sole proprietors) are not exempt from backup withholding.

Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6 — A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

 

 

18

Form W-9 (Rev. 11-2017)    Page 4

 

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

 

IF the payment is for . . .

   THEN the payment is exempt for . . .
 
Interest and dividend payments   All exempt payees except for 7
 
Broker transactions   Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
 
Barter exchange transactions and patronage dividends   Exempt payees 1 through 4
 
Payments over $600 required to be reported and direct sales over $5,0001   Generally, exempt payees 1 through 52
 
Payments made in settlement of payment card or third party network transactions   Exempt payees 1 through 4

 

1  See Form 1099-MISC, Miscellaneous Income, and its instructions.

 

2  However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

 

 

19

Form W-9 (Rev. 11-2017)    Page 5

 

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

 

        For this type of account:   Give name and SSN of:

1.  Individual

   The individual
 

2.  Two or more individuals (joint account) other than an account maintained by an FFI

   The actual owner of the account or, if combined funds, the first individual on the account1
 

3.  Two or more U.S. persons (joint account maintained by an FFI)

   Each holder of the account
 

4.  Custodial account of a minor (Uniform Gift to Minors Act)

   The minor2
 

5.  a. The usual revocable savings trust (grantor is also trustee)

   The grantor-trustee1
 

b. So-called trust account that is not a legal or valid trust under state law

   The actual owner1
 

6.  Sole proprietorship or disregarded entity owned by an individual

   The owner3
 

7.  Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A))

   The grantor*
        For this type of account:   Give name and EIN of:

8.  Disregarded entity not owned by an individual

   The owner
 

9.  A valid trust, estate, or pension trust

   Legal entity4
 

10. Corporation or LLC electing corporate status on Form 8832 or Form 2553

   The corporation
 

11. Association, club, religious, charitable, educational, or other tax-exempt organization

   The organization
 

12. Partnership or multi-member LLC

   The partnership
 

13. A broker or registered nominee

   The broker or nominee
        For this type of account:   Give name and EIN of:

14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments

   The public entity
 

15. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))

   The trust

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

2 Circle the minor’s name and furnish the minor’s SSN.

3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier.

*Note: The grantor also must provide a Form W-9 to trustee of trust.

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

 

•   Protect your SSN,

 

•   Ensure your employer is protecting your SSN, and

 

•   Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

 

 

20

Form W-9 (Rev. 11-2017)    Page 6

 

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.

Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

 

 

21

EX-99.2 15 d524253dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

For Tender for Exchange

5.875% Senior Notes due 2024

of

KENNEDY-WILSON, INC.

Pursuant to the Prospectus Dated [            ], 2018

 

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, IN THE EVENING OF [            ], 2018, UNLESS EXTENDED (THE “EXPIRATION DATE”).

The Exchange Agent for the Exchange Offer is:

WILMINGTON TRUST, NATIONAL ASSOCIATION

 

By Hand, Overnight Delivery or Mail
(Registered or Certified Mail Recommended):		   By Facsimile Transmission
(for eligible institutions only):
   

Wilmington Trust, National Association

c/o Wilmington Trust Company

Global Capital Markets

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-1626

Attn: Workflow Management — 5th Floor

  

(302) 636-4145

Attn: Workflow Management

To Confirm by Email or for Other Inquiries:

DTC2@WilmingtonTrust.com

This notice of guaranteed delivery, or a notice substantially equivalent to this form, must be used to accept the exchange offer (as defined below) if (1) certificates for Kennedy-Wilson, Inc.’s 5.875% Senior Notes due 2024 issued on March 2, 2018 (CUSIP Nos. 489399 AK1 and U49454 AC2) (the “old notes”) are not immediately available, (2) old notes, the letter of transmittal and all other required documents cannot be delivered to the exchange agent prior to the Expiration Date, or (3) the procedures for delivery by book-entry transfer cannot be completed prior to the Expiration Date. This notice of guaranteed delivery may be transmitted by facsimile or delivered by mail, hand or overnight courier to the exchange agent prior to the Expiration Date. See “The Exchange Offer—Guaranteed Delivery Procedures” in the prospectus.

Transmission of this notice of guaranteed delivery via facsimile to a number other than as set forth above or delivery of this notice of guaranteed delivery to an address other than as set forth above will not constitute a valid delivery.

This notice of guaranteed delivery is not to be used to guarantee signatures. If an “eligible institution” is required to guarantee a signature on a letter of transmittal pursuant to the instructions therein, such signature guarantee must appear in the applicable space provided in the signature box in the letter of transmittal.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Kennedy-Wilson, Inc. (the “Company”), upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of old notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures.” The undersigned hereby authorizes the exchange agent to deliver this notice of guaranteed delivery to the Company with respect to the old notes tendered pursuant to the exchange offer.

The undersigned understands that tenders of the old notes will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The undersigned also understands that tenders of the old notes pursuant to the exchange offer may be withdrawn at any time prior to the Expiration Date. For a withdrawal of a tender of old notes to be effective, it must be made in accordance with the procedures set forth in the prospectus under “The Exchange Offer—Withdrawal Rights.”

The undersigned understands that the exchange of old notes for the Company’s new 5.875% Senior Notes due 2024 (CUSIP No. 489399 AG0) (the “new notes”) will be made only if the exchange agent timely receives (1) the certificates of the tendered old notes, in proper form for transfer (or a book-entry confirmation of the transfer of such old notes into the exchange agent’s account at The Depository Trust Company (“DTC”)) and (2) a letter of transmittal (or a manually signed facsimile thereof) properly completed and duly executed with any required signature guarantees, together with any other documents required by the letter of transmittal (or a properly transmitted agent’s message), within two New York Stock Exchange trading days after the Expiration Date.

The authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this notice of guaranteed delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE

 

X                                                                                                      

 

X                                                                                                      

   Signature(s) of Registered Holder(s) or Authorized Signatory

 

Name(s) of Registered Holder(s):

 

                                                                                                          

 

Principal Amount of Old notes Tendered*:

 

                                                                                                          

 

Certificate No.(s) of Old notes (if available):

 

                                                                                                          

* Must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

   

Date:                                                                                              

 

Address:                                                                                        

 

Telephone No. (Including Area Code):                                      

 

If old notes will be delivered by book-entry transfer, provide information below:

 

Name of Tendering Institution:                                                   

 

Depository Account No. with DTC:                                           

 

Transaction Code Number:                                                         

 

2

DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR PROPERLY TRANSMITTED AGENT’S MESSAGE.

 

This notice of guaranteed delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for old notes or on a security position listing as the owner of old notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

 

PLEASE PRINT NAME(S) AND ADDRESS(ES)

   
Name(s):  

 

 

 

   
Capacity:  

 

   
Address(es):  

 

 

 

 

 

 
 

 

3

THE GUARANTEE BELOW MUST BE COMPLETED

GUARANTEE

(Not to be used for Signature Guarantee)

The undersigned, an “eligible guarantor institution” meeting the requirements of the registrar for the old notes, which requirements include membership or participation in the Security Transfer Agent Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the old notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, hereby guarantees that the old notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under “The Exchange Offer—Guaranteed Delivery Procedures”), and that the exchange agent will receive (a) such old notes, or a book-entry confirmation of the transfer of such old notes into the exchange agent’s account at The Depository Trust Company, and (b) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, within two New York Stock Exchange trading days after the Expiration Date.

The eligible guarantor institution that completes this form must communicate the guarantee to the exchange agent and must deliver the letter of transmittal, or a properly transmitted agent’s message, and old notes, or a book-entry confirmation in the case of a book-entry transfer, to the exchange agent within the time period set forth above. Failure to do so could result in a financial loss to such eligible guarantor institution.

 

Name of Firm:  

 

Authorized Signature:  

 

Title:  

 

Address:  

 

Telephone Number (Including Area Code):  

 

Dated:                                     , 2018  

 

4

EX-99.3 16 d524253dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

LETTER TO DTC PARTICIPANTS REGARDING THE OFFER TO EXCHANGE

5.875% SENIOR NOTES DUE 2024 (CUSIP NOS. 489399 AK1 AND U49454 AC2)

FOR

5.875% SENIOR NOTES DUE 2024 (CUSIP NO. 489399 AG0)

OF

KENNEDY-WILSON, INC.

PURSUANT TO THE PROSPECTUS DATED [            ], 2018

144A CUSIP: 489399 AK1

REG S CUSIP: U49454 AC2

 

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, IN THE EVENING OF [            ], 2018, UNLESS EXTENDED (THE “EXPIRATION DATE”).

[            ], 2018

To Securities Dealers, Commercial Banks

Trust Companies and Other Nominees:

Enclosed for your consideration is a prospectus dated [            ], 2018 (the “Prospectus”) and a Letter of Transmittal (the “Letter of Transmittal”) that together constitute the offer (the “Exchange Offer”) by Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), to exchange up to $250,000,000 aggregate principal amount of any and all of its outstanding privately placed 5.875% Senior Notes due 2024 issued on March 2, 2018 (CUSIP Nos. 489399 AK1 and U49454 AC2) (the “Old Notes”) for an equal aggregate principal amount of its newly issued 5.875% Senior Notes due 2024 (CUSIP No. 489399 AG0) (the “New Notes”) in a transaction that is registered under the Securities Act of 1933, as amended (the “Securities Act”), upon the terms and conditions set forth in the Prospectus. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

We are asking you to contact your clients for whom you hold Old Notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Old Notes registered in their own name.

Enclosed are copies of the following documents:

 

  1. The Prospectus;

 

  2. The Letter of Transmittal for your use in connection with the tender of Old Notes and for the information of your clients;

 

  3. The Notice of Guaranteed Delivery to be used to accept the Exchange Offer if the Old Notes and all other required documents cannot be delivered to the Exchange Agent prior to the Expiration Date; and

 

  4. A form of letter that may be sent to your clients for whose accounts you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining the clients’ instructions with regard to the Exchange Offer.

DTC participants will be able to execute tenders through the DTC Automated Tender Offer Program.

Please note that the Exchange Offer will expire at midnight, New York city time, in the evening of [            ], 2018, unless extended by the Company. We urge you to contact your clients as promptly as possible.

You will be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients.

Additional copies of the enclosed material may be obtained from the Exchange Agent, at the address and email set forth below.

Very truly yours,

Wilmington Trust, National Association

c/o Wilmington Trust Company

Global Capital Markets

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-1626

Attn: Workflow Management — 5th Floor

DTC2@WilmingtonTrust.com

 

Nothing herein or in the enclosed documents shall constitute you or any person as an agent of the Company or the Exchange Agent, or authorize you or any other person to make any statements on behalf of either of them with respect to the Exchange Offer, except for statements expressly made in the Prospectus and the Letter of Transmittal.

 

2

EX-99.4 17 d524253dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

LETTER TO BENEFICIAL HOLDERS REGARDING THE OFFER TO EXCHANGE

5.875% SENIOR NOTES DUE 2024 (CUSIP NOS. 489399 AK1 AND U49454 AC2)

FOR

5.875% SENIOR NOTES DUE 2024 (CUSIP NO. 489399 AG0)

OF

KENNEDY-WILSON, INC.

PURSUANT TO THE PROSPECTUS DATED [            ], 2018

144A CUSIP: 489399AK1

REG S CUSIP: U49454AC2

 

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, IN THE EVENING OF [            ], 2018, UNLESS EXTENDED (THE “EXPIRATION DATE”).

[            ], 2018

To Our Clients:

Enclosed for your consideration is a prospectus dated [            ], 2018 (the “Prospectus”) and a Letter of Transmittal (the “Letter of Transmittal”) that together constitute the offer (the “Exchange Offer”) by Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), to exchange up to $250,000,000 aggregate principal amount of any and all of its outstanding privately placed 5.875% Senior Notes due 2024 issued on March 2, 2018 (CUSIP Nos. 489399 AK1 and U49454 AC2) (the “Old Notes”) for an equal aggregate principal amount of its newly issued 5.875% Senior Notes due 2024 (CUSIP No. 489399 AG0) (the “New Notes”) in a transaction that is registered under the Securities Act of 1933, as amended (the “Securities Act”), upon the terms and conditions set forth in the Prospectus. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

These materials are being forwarded to you as the beneficial owner of Old Notes carried by us for your account or benefit but not registered in your name. A tender of any Old Notes may be made only by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Old Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Old Notes in the Exchange Offer.

Accordingly, we request instructions as to whether you wish us to tender any or all of your Old Notes, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to tender your Old Notes.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at midnight, New York city time, in the evening of [            ], 2018, unless extended by the Company. Old Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.

If you wish to have us tender any or all of your Old Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form that appears below. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Old Notes held by us and registered in our name for your account or benefit.

INSTRUCTIONS TO REGISTERED HOLDER

FROM BENEFICIAL OWNER

OF 5.875% SENIOR NOTES DUE 2024

OF KENNEDY-WILSON, INC.

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer of the Company. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you to tender the principal amount of Old Notes indicated below held by you for the account or benefit of the undersigned, pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.

The aggregate principal amount of the Old Notes held by you for the account of the undersigned is:

$                     of the Old Notes.

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

 

   ☐    To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any):
      $                     of the Old Notes.
   ☐    NOT to TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Old Notes, including but not limited to the representations that (i) the undersigned or any beneficial owner of the Old Notes is acquiring the New Notes in the ordinary course of business of the undersigned (or such beneficial owner), (ii) neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution of the Old Notes within the meaning of the federal securities laws, (iii) neither the undersigned nor any beneficial owner has (and, at the time the exchange offer is consummated, neither will have) an arrangement or understanding with any person or entity to participate in a distribution of the Old Notes, (iv) neither the undersigned nor any beneficial owner is an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Company, (v) the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is participating in the Exchange Offer for the purpose of distributing the New Notes, must comply with the registration and prospectus-delivery requirements of the Securities Act in connection with a secondary resale transaction of the New Notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters (see the section of the Prospectus entitled “The Exchange Offer—Purpose and Effect of the Exchange Offer”) , (vi) a secondary resale transaction described in clause (v) above and any resales of New Notes or interests therein obtained by such holder in exchange for Old Notes or interests therein originally acquired by such holder directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC and (vii) the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations; (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of Old Notes.

The purchaser status of the undersigned is (check the box that applies):

 

   ☐    A “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act)
   ☐    An “Institutional Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
   ☐    A non “U.S. person” (as defined in Regulation S under the Securities Act) that purchased the Old Notes outside the United States in accordance with Rule 904 under the Securities Act

 

2

   ☐    Other (describe)
     

 

SIGN HERE

 

Name of Beneficial Owner(s):  

 

 

Signature(s):  

 

 

Name(s) (please print):  

 

 

Address:  

 

 

Principal residence/place of business (if different from address listed above):  

 

 

 

 

Telephone Number(s):  

 

 

Taxpayer Identification or Social Security Number(s):  

 

 

Date:  

 

 

3

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