Kennedy-Wilson Holdings announced that it has entered into a definitive agreement to be acquired in an all-cash transaction by an entity affiliated with a consortium led by Chairman and CEO William McMorrow and certain other senior executives, alongside Fairfax Financial Holdings Limited.
Under the terms of the merger agreement, the consortium will acquire all outstanding common shares of Kennedy-Wilson Holdings, Inc., other than shares already owned by consortium members and their affiliates, for $10.90 per share in cash. The purchase price represents a 46% premium to the company’s unaffected share price as of November 4, 2025, the last trading day before a publicly disclosed proposal was received from the consortium.
Each consortium member has entered into a voting and support agreement committing to vote in favor of the transaction, subject to the terms and conditions of those agreements.
Concurrent with signing the merger agreement, Fairfax entered into a commitment letter to provide up to $1.65 billion in funding to the consortium. The committed capital is intended to cover the cash purchase price, the redemption of preferred shares not owned by the consortium, and certain other required payments under the merger agreement. The transaction is not subject to a financing condition.
Following closing, the management group led by William McMorrow is expected to retain effective and operational control of the company and continue leading its subsidiaries. Fairfax is expected to hold a majority of the economic interest in the company immediately after the transaction is completed.
The company’s board of directors approved the transaction upon the unanimous recommendation of a special committee of independent directors formed on November 4, 2025 in response to the consortium’s proposal. The special committee consulted independent financial and legal advisors in evaluating the deal.
The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions. These include approval by holders of a majority in voting power of the company’s outstanding capital stock entitled to vote on the transaction, approval by a majority of votes cast by unaffiliated equity holders, required regulatory approvals, and the expiration or termination of applicable waiting periods.
Until the necessary stockholder approvals are obtained, the board may continue declaring up to two ordinary course quarterly dividends of up to $0.12 per common share.
Upon completion of the transaction, Kennedy Wilson’s common shares will cease trading on the New York Stock Exchange and will be deregistered under applicable Securities and Exchange Commission rules.
Advisors to the special committee include Moelis & Company LLC as financial advisor and Cravath, Swaine & Moore LLP as legal advisor. Financial advisors to the consortium are BofA Securities, Inc. and J.P. Morgan Securities LLC, with Debevoise & Plimpton LLP serving as legal advisor. Allen Overy Shearman Sterling LLP is acting as legal advisor to Fairfax, and Latham & Watkins LLP and Ropes & Gray LLP are serving as legal advisors to Kennedy Wilson.
Kennedy Wilson is a real estate investment company with $31 billion of assets under management across the United States, the UK, and Ireland. Since going public in 2009, the company has closed more than $60 billion in total transactions and invests across both equity and debt strategies through its investment management platform.
Given the pending transaction, Kennedy Wilson said it will not host an earnings call related to its fourth quarter and full-year 2025 financial results, nor for subsequent quarters while the deal remains pending.
Fairfax is a holding company primarily engaged, through its subsidiaries, in property and casualty insurance and reinsurance, as well as associated investment management activities.
