Dive Brief:
- Major real estate investment firm Kennedy-Wilson Holdings is being sold to an entity affiliated with a consortium led by William McMorrow, chairman and CEO of the company, other senior executives and Fairfax Financial Holdings Limited, according to a Tuesday press release from the two firms. The transaction is expected to close in the second quarter of 2026.
- Under the terms of the agreement, the consortium will acquire all outstanding common shares of Beverly Hills, California-based Kennedy Wilson for $10.90 per share in cash. The per share purchase price represents a 46% premium to the real estate investment company’s share price as of Nov. 4, 2025. The transaction is not subject to a financing condition.
- However, the deal has already attracted some scrutiny. Also, on Feb. 17., Ademi LLP announced it was investigating the firm for possible breaches of duty and other violations of law in the transaction.
Dive Insight:
Fairfax has committed to provide the consortium with funding up to an aggregate amount of $1.65 billion, which will fund the cash purchase price, the redemption of preferred shares not owned by the buyers and certain other amounts required to be paid under the terms of the merger agreement.
Once the transaction is finalized, the KW Management Group, led by McMorrow, will continue to lead the firm and have ultimate responsibility for the company and its subsidiaries. Fairfax is expected to have a majority of the economic interest following the closing of the transaction.
Kennedy Wilson’s common shares will cease trading on the New York Stock Exchange upon closing of the transaction. They will be deregistered under applicable rules of the Securities and Exchange Commission.
Kennedy Wilson’s board of directors approved the transaction upon the unanimous recommendation of a special committee of independent directors, in consultation with its independent financial and legal advisors.
“The transaction agreement unreasonably limits competing transactions for Kennedy Wilson by imposing a significant penalty if Kennedy Wilson accepts a competing bid,” Ademi said in a press release. “We are investigating the conduct of the Kennedy Wilson board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.”
Kennedy Wilson has $31 billion of assets under management in high-growth markets across the United States, the United Kingdom and Ireland. It has closed more than $60 billion in total transactions across the property spectrum since going public in 2009.
In September, Kennedy Wilson announced it was acquiring the Toll Brothers Apartment Living platform, including its in-house development team and its interests in a portfolio of completed properties and assets under development, for $347 million.
However, the price tag increased by $33 million to $380 million by December, reflecting ongoing investments since the September announcement, according to the homebuilder’s fourth-quarter earnings report on Dec 8. In addition, the deal closing was delayed to the first quarter of 2026.
Kennedy Wilson also plans to acquire Toll’s general interest in 18 apartment and student housing properties and a pipeline of 29 sites at various stages of development. It will manage 20 apartment and student housing properties from the Fort Washington, Pennsylvania-based homebuilder, totaling over $3 billion in assets under management.
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