false0001408100 0001408100 2020-03-25
2020-03-25
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________
FORM
8-K
_____________
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
March 25, 2020
_____________
KENNEDY-WILSON
HOLDINGS, INC.
(Exact name
of registrant as specified in its charter)
_____________
|
|
|
|
|
|
|
Delaware
|
|
001-33824
|
|
26-0508760
|
|
(State or other jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
151 S El
Camino Drive Beverly
Hills,
California
90212
(Address of
principal executive offices)(Zip Code)
(310)
887-6400
(Registrant’s
telephone number, including area code)
N/A
(Former name
or former address, if changed since last report)
_____________
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instructions
A.2.):
|
|
|
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
(See definition
of “large accelerated filer," "accelerated filer," "smaller
reporting company” and "emerging growth company" in Rule 12b-2 of
the Exchange Act). (Check one):
|
|
|
|
|
|
|
Large accelerated
filer
|
☒
|
|
Accelerated filer
|
☐
|
|
|
|
|
|
|
Non-accelerated
filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
|
Emerging growth
company
|
☐
|
|
|
|
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). ☐ Yes ☒ No
Securities
registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each
class
|
Trading
Symbol(s)
|
Name of each exchange on
which registered
|
|
Common stock, $.0001
par value
|
KW
|
NYSE
|
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 13(a) of the Exchange Act.
☐
Item
1.01 Entry
into a Material Definitive Agreement.
On March 25,
2020, Kennedy-Wilson, Inc. (the “Borrower”), a wholly-owned
subsidiary of Kennedy-Wilson Holdings, Inc. (“KWH”), KWH and
certain subsidiaries of KWH (the “Subsidiary Guarantors”) entered
into a Second Amended and Restated Credit Agreement (the “Second
A&R Credit Agreement”) with a syndicate of lenders, Bank of
America, N.A., as administrative agent, BofA Securities, Inc. as
joint lead arranger and joint bookrunner, JPMorgan Chase Bank,
N.A., as joint lead arranger and joint bookrunner, and U.S. Bank
National Association as joint lead arranger, pursuant to which the
Borrower’s existing unsecured credit facility was amended and
restated to provide for, among other things, a $500 million
unsecured revolving credit facility (the “Second A&R
Facility”). As of March 25, 2020, there are no borrowings
outstanding under the Second A&R Credit Agreement.
Loans under the
Second A&R Facility bear interest at a rate equal to LIBOR plus
between 1.75% and 2.50%, depending on the consolidated leverage
ratio as of the applicable measurement date. The Second A&R
Facility has a maturity date of March 25, 2024. Subject to certain
conditions precedent and at the Borrower’s option, (i) the maturity
date of the Second A&R Facility may be extended up to two
times, in six-month increments, and (ii) the aggregate amount of
the Second A&R Facility may be increased to an amount not
exceeding $1 billion.
The Second
A&R Facility contains certain covenants that, among other
things, limit KWH and certain of its subsidiaries’ ability to incur
additional indebtedness, repurchase capital stock or debt, sell
assets or subsidiary stock, create or permit liens on assets,
engage in transactions with affiliates, enter into sale/leaseback
transactions, issue subsidiary equity and enter into consolidations
or mergers.
The Second
A&R Credit Agreement requires KWH to maintain (i) a maximum
consolidated leverage ratio (as defined in the Second A&R
Credit Agreement) of not greater than 65%, measured as of the last
day of each fiscal quarter, (ii) a minimum fixed charge coverage
ratio (as defined in the Second A&R 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,
(iii) a minimum consolidated tangible net worth equal to or greater
than the sum of 70% of consolidated tangible net worth as of the
date of the most recent financial statements available as of the
effective date of the Second A&R Facility plus an amount equal
to fifty percent (50%) of net equity proceeds received by KWH after
the date of the most recent financial statements that are available
as of the effective date of the Second A&R Facility, measured
as of the last day of each fiscal quarter, (iv) a maximum recourse
leverage ratio (as defined in the Second A&R 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, (v) a maximum secured recourse
leverage ratio (as defined in the Second A&R Credit Agreement)
of not greater than 3.5% of consolidated total asset value and 3.5%
of consolidated total asset value as of the effective date of the
Second A&R Facility, measured as of the last day of each fiscal
quarter, (vi) a maximum adjusted secured leverage ratio (as defined
in the Second A&R Credit Agreement) of not greater than 55%,
measured as of the last day of each fiscal quarter, and (vii)
liquidity (as defined in the Second A&R Credit Agreement) of at
least $75 million. The Second A&R Facility has customary events
of default, the occurrence of which may accelerate the outstanding
balance under the Second A&R Facility.
The obligations
of the Borrower pursuant to the Second A&R Facility are
guaranteed by KWH and the Subsidiary Guarantors.
The above
description of the Second A&R Facility is a summary. Please
refer to the terms of the Second A&R Credit Agreement, which is
filed as Exhibit 10.1 to this Current Report.
Item
2.03 Creation
of a Direct Financial Obligation or an Off-Balance Sheet
Arrangement.
The information
set forth in Item 1.01 above is incorporated by reference into this
Item 2.03.
Item
9.01 Financial
Statements and Exhibits.
|
|
|
|
Exhibit
No.
|
Description
|
|
10.1
|
Second Amended and Restated
Credit Agreement, dated March 25, 2020, 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, N.A.
and JPMorgan Chase Bank, N.A., as letter of credit
issuers.
|
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
|
|
|
KENNEDY-WILSON HOLDINGS,
INC.
|
|
|
|
|
|
|
By:
|
/s/ JUSTIN
ENBODY
|
|
|
|
Justin Enbody
|
|
|
|
Chief Financial
Officer
|
Date: March 25,
2020
