0000947871-22-000334.txt : 20220308
0000947871-22-000334.hdr.sgml : 20220308
20220308162214
ACCESSION NUMBER: 0000947871-22-000334
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220308
FILED AS OF DATE: 20220308
DATE AS OF CHANGE: 20220308
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD/ CAN
CENTRAL INDEX KEY: 0000915191
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
STATE OF INCORPORATION: Z4
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33824
FILM NUMBER: 22722037
BUSINESS ADDRESS:
STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD
STREET 2: 95 WELLINGTON ST WEST STE 800
CITY: TORONTO
STATE: A6
ZIP: M5J 2N7
BUSINESS PHONE: 4163674941
MAIL ADDRESS:
STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD
STREET 2: 95 WELLINGTON ST WEST STE 800
CITY: TORONTO
STATE: A6
ZIP: M5J 2N7
FORMER NAME:
FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD
DATE OF NAME CHANGE: 19931122
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WATSA V PREM ET AL
CENTRAL INDEX KEY: 0000938869
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33824
FILM NUMBER: 22722036
MAIL ADDRESS:
STREET 1: 95 WELLINGTON STREET WEST
STREET 2: SUITE 800
CITY: TORONTO
STATE: A6
ZIP: M5J 2N7
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SIXTY TWO INVESTMENT CO LTD
CENTRAL INDEX KEY: 0001217251
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33824
FILM NUMBER: 22722034
BUSINESS ADDRESS:
STREET 1: 1600 CATHEDRAL PLACE
STREET 2: 925 WEST GEORGIA ST
CITY: VANCOUVER BC CANADA
STATE: A1
ZIP: V6C3L3
MAIL ADDRESS:
STREET 1: 1600 CATHEDRAL PLACE
STREET 2: 925 W GEORGIA ST
CITY: VANCOUVER BC CANADA
STATE: A1
ZIP: V6C3L3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SECOND 1109 HOLDCO LTD.
CENTRAL INDEX KEY: 0001275993
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33824
FILM NUMBER: 22722035
BUSINESS ADDRESS:
STREET 1: FAIRFAX FINANCIAL HOLDINGS
STREET 2: 95 WELLINGTON ST W STE 800
CITY: TORONTO ONTARIO CANADA
STATE: A6
ZIP: 00000
BUSINESS PHONE: 4163669544
MAIL ADDRESS:
STREET 1: 95 WELLINGTON ST W STE 800
CITY: TORONTO
STATE: A6
ZIP: M5J 2N7
FORMER NAME:
FORMER CONFORMED NAME: Second 1109 Holdco Ltd.
DATE OF NAME CHANGE: 20200302
FORMER NAME:
FORMER CONFORMED NAME: 1109519 ONTARIO LTD
DATE OF NAME CHANGE: 20040112
ISSUER:
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
BUSINESS ADDRESS:
STREET 1: 151 S EL CAMINO DR
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90212
BUSINESS PHONE: 310-887-6400
MAIL ADDRESS:
STREET 1: 151 S EL CAMINO DR
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90212
FORMER COMPANY:
FORMER CONFORMED NAME: Prospect Acquisition Corp
DATE OF NAME CHANGE: 20070727
4
1
ownership.xml
X0306
4
2022-03-08
0
0001408100
Kennedy-Wilson Holdings, Inc.
KW
0000915191
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN
95 WELLINGTON STREET WEST
SUITE 800
TORONTO
A6
M5J 2N7
ONTARIO, CANADA
0
0
1
0
0000938869
WATSA V PREM ET AL
95 WELLINGTON STREET WEST
SUITE 800
TORONTO
A6
M5J 2N7
ONTARIO, CANADA
0
0
1
0
0001275993
SECOND 1109 HOLDCO LTD.
95 WELLINGTON ST W STE 800
TORONTO
A6
M5J 2N7
ONTARIO, CANADA
0
0
1
0
0001217251
SIXTY TWO INVESTMENT CO LTD
1600 CATHEDRAL PLACE
925 WEST GEORGIA ST
VANCOUVER
A1
V6C 3L3
BRITISH COLUMBIA, CANADA
0
0
1
0
4.75% Series B Cumulative Perpetual Preferred Stock
2022-03-08
4
P
0
300000
A
300000
I
See Footnote
Common Stock
13322009
I
See Footnote
Warrants
2022-03-08
4
P
0
13043078
A
Common Stock
13043078
13043078
I
See Footnote
On March 8, 2022, wholly-owned subsidiaries of Fairfax Financial Holdings Limited ("Fairfax"), purchased 300,000 shares of the Issuer's 4.75% Series B Cumulative Perpetual Preferred Stock ("Preferred Stock") and warrants (the "Warrants") to purchase 13,043,078 shares of the common stock of the Issuer, for an aggregate purchase price of $300,000,000.
The Warrants may be exercised at any time, in whole or in part, for seven years from the date of issuance at an exercise price per Warrant of $23.00, subject to anti-dilution adjustment. Upon exercise of any Warrants, the holder of such Warrants has the right to reduce the cash amount to be paid with respect to the exercise price of the Warrant on a dollar-for-dollar basis by requiring the Issuer to instead extinguish shares of Preferred Stock held by such holder (using a value of $1,000 per share of Preferred Stock plus accrued and unpaid dividends) equal to up to the aggregate exercise price for such exercised Warrants.
Holders of Preferred Stock are entitled to receive cumulative cash dividends from the Issuer, payable quarterly on the $1,000 per share liquidation preference of the Preferred Stock, at a rate of 4.75% per annum. The Preferred Stock has no expiration date but may be redeemed at any time by the Issuer, at its option, in whole or in part, for cash.
These securities are held by subsidiaries of Fairfax. Mr. Watsa is the CEO and controlling person of Fairfax through the other reporting persons. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.
/s/ Peter Clarke, President and COO, on behalf of Fairfax Financial Holdings Ltd.
2022-03-08
/s/ V. Prem Watsa
2022-03-08
/s/ V. Prem Watsa, President, on behalf of The Second 1109 Holdco Ltd.
2022-03-08
/s/ V. Prem Watsa, President, on behalf of The Sixty Two Investment Company Limited
2022-03-08