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