STOCK TITAN

Kennedy-Wilson (KW) completes $10.90 cash merger as Fairfax group exits

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Kennedy-Wilson Holdings completed a cash merger in which each outstanding common share was converted into the right to receive $10.90 in cash per share, without interest. The filing shows that all Fairfax-affiliated reporting persons now beneficially own 0 shares, representing 0% of the class, making this an exit filing for their former stake. Kennedy-Wilson plans to delist its shares from the New York Stock Exchange via Form 25 and then file Form 15 to terminate registration and suspend periodic reporting obligations.

Positive

  • None.

Negative

  • None.

Insights

Kennedy-Wilson is taken private in a $10.90-per-share cash merger, and Fairfax-affiliated holders fully exit.

The amendment describes completion of a Merger Agreement where a merger subsidiary combined with Kennedy-Wilson, leaving it as the surviving corporation. Each outstanding common share, excluding specified exceptions such as rollover and appraisal shares, was converted into the right to receive $10.90 in cash per share.

The document also notes that warrants held by the reporting persons were cancelled for no consideration, and that all listed Fairfax-related entities now report 0% beneficial ownership. This means the prior large shareholder group is no longer an equity holder following the transaction.

After the merger, Kennedy-Wilson intends to file Form 25 to delist from the New York Stock Exchange and then Form 15 to terminate registration and suspend reporting under Sections 13 and 15(d) of the Exchange Act. Subsequent company filings around the June 16, 2026 effective date will frame the transition to private status.

Merger cash consideration $10.90 per share Cash paid for each outstanding common share at the effective time
Beneficial ownership per reporting person 0.00 shares Aggregate amount beneficially owned after merger completion
Ownership percentage per reporting person 0% Percent of Kennedy-Wilson common stock class after exit
Event date June 16, 2026 Date the merger transactions were completed and exit filing triggered
Merger Agreement financial
"completed the transactions contemplated by the Merger Agreement, dated as of February 16, 2026"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Surviving Corporation financial
"Merger Sub merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the Surviving Corporation"
Schedule 13D regulatory
"this Amendment No. 7 to (this "Amendment No. 7") amends and supplements the statement on originally filed"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Form 25 regulatory
"Upon effectiveness of the Form 25 filed with the SEC by Kennedy-Wilson to effect the delisting of the Shares"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"Kennedy-Wilson intends to file a Form 15 with the SEC, requesting the termination of registration"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
appraisal rights financial
"other than cancelled Shares, Rollover Shares and Shares held by stockholders who validly demanded appraisal rights"
A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.
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FAQ

What does Kennedy-Wilson (KW) disclose about the merger consideration?

The filing states each outstanding Kennedy-Wilson common share was converted into the right to receive $10.90 in cash per share, without interest. This applies to shares outstanding immediately before the effective time, excluding cancelled, rollover, and validly-appraised shares.

How much Kennedy-Wilson stock do the Fairfax reporting persons now own?

Each Fairfax-affiliated reporting person reports an aggregate beneficial ownership of 0.00 shares, representing 0% of the class. This amendment is characterized as an exit filing for the reporting persons regarding their previously reported Kennedy-Wilson holdings.

What happens to warrants held by the Fairfax reporting persons in Kennedy-Wilson?

The document explains that, prior to or at the merger’s effective time, warrants held by the reporting persons were cancelled for no consideration. This means those derivative securities were extinguished without any cash or other payment in connection with the merger closing.

Will Kennedy-Wilson (KW) remain listed on the New York Stock Exchange?

Kennedy-Wilson intends to file Form 25 to delist its common shares from the New York Stock Exchange and deregister them under Section 12(b). After that, it plans to file Form 15 to terminate registration and suspend ongoing reporting obligations.

What is the main purpose of this Schedule 13D/A Amendment No. 7 for KW?

The amendment updates disclosure after the cash merger’s completion and records that all reporting persons now hold 0 shares of Kennedy-Wilson. It formally serves as an exit filing for the Fairfax-affiliated group’s former beneficial ownership in the company.

Which date triggered this Schedule 13D/A amendment for Kennedy-Wilson?

The filing identifies June 16, 2026 as the date the merger transactions were completed and the event requiring the statement. That same date is referenced for the joint filing agreement and accompanying press release incorporated by reference.





489398107

(CUSIP Number)
Peter Clarke, President, COO
Fairfax Financial Holdings Limited, 95 Wellington Street West, Suite 800
Toronto, Ontario, A6, M5J 2N7
(416) 367-4941


Sean J. Skiffington
Allen Overy Shearman Sterling US LLP, Commerce Court West, 199 Bay Street
Toronto, Ontario, A6, M5L 1E8
(416) 360-8484


Ryan E. Robski
Allen Overy Shearman Sterling US LLP, Commerce Court West, 199 Bay Street
Toronto, Ontario, A6, M5L 1E8
(416) 360-8484

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/16/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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V. PREM WATSA
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa
Date:06/16/2026
THE SECOND 810 HOLDCO LTD
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa, Director
Date:06/16/2026
THE SECOND 1109 HOLDCO LTD.
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa, President
Date:06/16/2026
THE SIXTY TWO INVESTMENT COMPANY LIMITED
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa, President
Date:06/16/2026
FAIRFAX FINANCIAL HOLDINGS LIMITED
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, President and Chief Operating Officer
Date:06/16/2026
FFHL GROUP LTD.
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa, President
Date:06/16/2026
FAIRFAX (US) INC
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ODYSSEY GROUP HOLDINGS, INC.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ODYSSEY REINSURANCE CO
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
NEWLINE HOLDINGS UK LIMITED
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
NEWLINE CORPORATE NAME LIMITED
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
CRUM & FORSTER HOLDINGS CORP.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
UNITED STATES FIRE INSURANCE CO
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
THE NORTH RIVER INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
TIG INSURANCE CO
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
RESOLUTION GROUP REINSURANCE (BARBADOS) LIMITED
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ZENITH NATIONAL INSURANCE CORP.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ZENITH INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
NORTHBRIDGE FINANCIAL CORPORATION
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
FAIRFAX (BARBADOS) INTERNATIONAL CORP.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
WENTWORTH INSURANCE COMPANY LTD.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
FAIRFAX UK HOLDINGS LIMITED
Signature:/s/ Michael Wallace
Name/Title:Michael Wallace, Director
Date:06/16/2026
BRIT GROUP HOLDINGS LIMITED
Signature:/s/ Gavin Wilkinson
Name/Title:Gavin Wilkinson, Group Chief Financial Officer
Date:06/16/2026
BRIT INSURANCE HOLDINGS LIMITED
Signature:/s/ Gavin Wilkinson
Name/Title:Gavin Wilkinson, Group Chief Financial Officer
Date:06/16/2026
BRIT SYNDICATES LIMITED
Signature:/s/ Gavin Wilkinson
Name/Title:Gavin Wilkinson, Group Chief Financial Officer
Date:06/16/2026
BRIT REINSURANCE (BERMUDA) LIMITED
Signature:/s/ Gavin Wilkinson
Name/Title:Gavin Wilkinson, Group Chief Financial Officer
Date:06/16/2026
1102952 B.C. UNLIMITED LIABILITY COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ALLIED WORLD ASSURANCE COMPANY, LTD
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ALLIED WORLD INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
AW UNDERWRITERS INC.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ALLIED WORLD SPECIALTY INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ALLIED WORLD SURPLUS LINES INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ALLIED WORLD ASSURANCE COMPANY (U.S.) INC.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
ALLIED WORLD ASSURANCE COMPANY (EUROPE) DAC
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
CRC REINSURANCE LIMITED
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-in-Fact
Date:06/16/2026
Comments accompanying signature:
Attorney-in-Fact signing pursuant to powers of attorney referenced in Exhibits 99.45, 99.46 and 99.47.