Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 1.18M
2: EX-10.1 Supplemental Indenture No. 4 Dated January 22, HTML 56K
2016 Among Kennedy-Wilson, Inc.
3: EX-10.2 Supplemental Indenture No. 5 Dated February 11, HTML 50K 2016 Among Kennedy-Wilson, Inc.
4: EX-10.3 Supplemental Indenture No. 12 to the 2042 Notes HTML 56K
Indenture Dated as of January 2
5: EX-10.4 Supplemental Indenture No. 13 to the 2042 Notes HTML 51K
Indenture Dated as of February
6: EX-10.5 Joinder Agreement, Dated as of January 22, 2016 HTML 37K
Among Kennedy-Wilson, Inc., the
7: EX-10.6 Joinder Agreement, Dated as of February 11, 2016 HTML 35K
Among Kennedy-Wilson, Inc., Th
8: EX-31.1 Certification Pursuant to Rule 13A-14(A) or Rule HTML 35K
15D-14(A) of the Securities Ex
9: EX-31.2 Certification Pursuant to Rule 13A-14(A) or Rule HTML 35K
15D-14(A) of the Securities Ex
10: EX-32.1 Certification Pursuant to 18 U.S.C. Section 1350, HTML 30K
as Adopted Pursuant to Sectio
11: EX-32.2 Certification Pursuant to 18 U.S.C. Section 1350, HTML 30K
as Adopted Pursuant to Sectio
18: R1 Document and Entity Information HTML 46K
19: R2 Consolidated Balance Sheets (Unaudited) HTML 97K
20: R3 Consolidated Balance Sheets (Unaudited) HTML 84K
(Parenthetical)
21: R4 Consolidated Statements of Operations (Unaudited) HTML 116K
22: R5 Consolidated Statements of Operations (Unaudited) HTML 31K
(Parenthetical)
23: R6 Consolidated Statements of Comprehensive Income HTML 61K
(Loss) (Unaudited)
24: R7 Consolidated Statement of Equity (Unaudited) HTML 87K
25: R8 Consolidated Statements of Cash Flows (Unaudited) HTML 160K
26: R9 Consolidated Statements of Cash Flows (Unaudited) HTML 29K
(Parenthetical)
27: R10 Basis of Presentation HTML 41K
28: R11 Summary of Significant Accounting Policies and HTML 49K
Adoption of New Accounting Pronouncements
29: R12 Loan Purchases and Originations HTML 35K
30: R13 Real Estate and In-Place Lease Value HTML 88K
31: R14 Unconsolidated Investments HTML 116K
32: R15 Fair Value Measurements and the Fair Value Option HTML 135K
33: R16 Other Assets HTML 49K
34: R17 Investment Debt HTML 126K
35: R18 Senior Notes HTML 58K
36: R19 Borrowings Under Lines of Credit HTML 38K
37: R20 Equity HTML 90K
38: R21 Earnings Per Share HTML 59K
39: R22 Segment Information HTML 159K
40: R23 Income Taxes HTML 35K
41: R24 Guarantor and Non-Guarantor Financial Statements HTML 837K
42: R25 Subsequent Events HTML 30K
43: R26 Summary of Significant Accounting Policies and HTML 69K
Adoption of New Accounting Pronouncements
(Policies)
44: R27 Real Estate and In-Place Lease Value (Tables) HTML 83K
45: R28 Unconsolidated Investments (Tables) HTML 108K
46: R29 Fair Value Measurements and the Fair Value Option HTML 131K
(Tables)
47: R30 Other Assets (Tables) HTML 49K
48: R31 Investment Debt (Tables) HTML 147K
49: R32 Senior Notes (Tables) HTML 134K
50: R33 Equity (Tables) HTML 76K
51: R34 Earnings Per Share (Tables) HTML 55K
52: R35 Segment Information (Tables) HTML 150K
53: R36 Guarantor and Non-Guarantor Financial Statements HTML 838K
(Tables)
54: R37 Basis of Presentation (Details) HTML 64K
55: R38 Summary of Significant Accounting Policies and HTML 47K
Adoption of New Accounting Pronouncements
(Details)
56: R39 Loan Purchases and Originations - Additional HTML 50K
Information (Details)
57: R40 Real Estate and In-Place Lease Value - Schedule of HTML 42K
Investments in Consolidated Properties (Details)
58: R41 Real Estate and In-Place Lease Value - Additional HTML 55K
Information (Details)
59: R42 Real Estate and In-Place Lease Value - Schedule of HTML 65K
Acquisitions (Details)
60: R43 Real Estate and In-Place Lease Value - Schedule of HTML 38K
Pro Forma Information (Details)
61: R44 Unconsolidated Investments - Schedule of HTML 34K
Unconsolidated Investments (Details)
62: R45 Unconsolidated Investments - Additional HTML 63K
Information (Details)
63: R46 Unconsolidated Investments - Schedule of Joint HTML 72K
Ventures (Details)
64: R47 Unconsolidated Investments - Cash Distributions by HTML 59K
Investment Type and Location (Details)
65: R48 Fair Value Measurements and the Fair Value Option HTML 55K
- Schedule of Fair Value Measurements (Details)
66: R49 Fair Value Measurements and the Fair Value Option HTML 42K
- Marketable Securities, Narrative (Details)
67: R50 Fair Value Measurements and the Fair Value Option HTML 43K
- Unconsolidated Investments, Narrative (Details)
(Details)
68: R51 Fair Value Measurements and the Fair Value Option HTML 35K
- Unconsolidated Investments (Details)
69: R52 Fair Value Measurements and the Fair Value Option HTML 43K
- Schedule of Changes in Level 3 Investments
(Details)
70: R53 Fair Value Measurements and the Fair Value Option HTML 55K
- Schedule of Significant Inputs (Details)
71: R54 Fair Value Measurements and the Fair Value Option HTML 82K
- Derivatives Financial Instruments (Details)
72: R55 Fair Value Measurements and the Fair Value Option HTML 32K
- Fair Value of Financial Instruments, Narrative
(Details)
73: R56 Other Assets (Details) HTML 73K
74: R57 Investment Debt - Mortgage Loans (Details) HTML 82K
75: R58 Investment Debt - Additional Information (Details) HTML 95K
76: R59 Investment Debt - Schedule of Maturities (Details) HTML 56K
77: R60 Senior Notes - Schedule of Senior Notes (Details) HTML 50K
78: R61 Senior Notes - Additional Information (Details) HTML 33K
79: R62 Borrowings Under Lines of Credit (Details) HTML 88K
80: R63 Equity - Common Stock (Details) HTML 36K
81: R64 Equity - Dividend Distributions (Details) HTML 49K
82: R65 Equity - Share-Based Compensation (Details) HTML 35K
83: R66 Equity - Accumulated Other Comprehensive Income HTML 52K
(Details)
84: R67 Equity - Noncontrolling Interests (Details) HTML 37K
85: R68 Earnings Per Share (Details) HTML 66K
86: R69 Segment Information (Details) HTML 132K
87: R70 Income Taxes (Details) HTML 47K
88: R71 Guarantor and Non-Guarantor Financial Statements HTML 29K
(Details)
89: R72 Guarantor and Non-Guarantor Financial Statements - HTML 146K
Condensed Consolidating Balance Sheet (Details)
90: R73 Guarantor and Non-Guarantor Financial Statements - HTML 167K
Consolidating Statement of Operations (Details)
91: R74 Guarantor and Non-Guarantor Financial Statements - HTML 93K
Consolidated Statement of Comprehensive Income
(Details)
92: R75 Guarantor and Non-Guarantor Financial Statements - HTML 167K
Condensed Consolidating Statement of Cash Flows
(Details)
93: R76 Subsequent Events (Details) HTML 37K
95: XML IDEA XML File -- Filing Summary XML 167K
94: EXCEL IDEA Workbook of Financial Reports XLSX 114K
12: EX-101.INS XBRL Instance -- kw-20160331 XML 5.22M
14: EX-101.CAL XBRL Calculations -- kw-20160331_cal XML 246K
15: EX-101.DEF XBRL Definitions -- kw-20160331_def XML 1.07M
16: EX-101.LAB XBRL Labels -- kw-20160331_lab XML 1.92M
17: EX-101.PRE XBRL Presentations -- kw-20160331_pre XML 1.36M
13: EX-101.SCH XBRL Schema -- kw-20160331 XSD 208K
96: ZIP XBRL Zipped Folder -- 0001408100-16-000312-xbrl Zip 348K
‘EX-10.2’ — Supplemental Indenture No. 5 Dated February 11, 2016 Among Kennedy-Wilson, Inc.
SUPPLEMENTAL
INDENTURE NO. 5 (the “Supplemental Indenture”), dated as of February 11, 2016, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), KW Hilltop Manager II, LLC, a Delaware limited liability company (the “New Guarantor”), the Guarantors (as defined in the Indenture referred to below), Kennedy-Wilson Holdings, Inc., a Delaware corporation, as the Parent Guarantor (the “Parent Guarantor”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
WITNESSETH
THAT:
WHEREAS, the Issuer and the Trustee have executed and delivered a base indenture, dated as of March 25, 2014 (as amended, supplemented or otherwise modified from time to time, and, together with the First Supplemental Indenture (as defined below), the “Indenture”) to provide for the future issuance of the Issuer’s debt securities to be issued from time to time in one or more series;
WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into that certain Supplemental Indenture
No. 1, dated as of March 25, 2014 (the “First Supplemental Indenture”), relating to the Issuer’s 5.875% Senior Notes due 2024 (the “Notes”);
WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause certain of its domestic Restricted Subsidiaries to provide Guaranties after the Issue Date (as defined in the Indenture);
WHEREAS,
the Issuer desires, and this Supplemental Indenture is being executed and delivered pursuant to Sections 4.09 and 9.01(iv) of the First Supplemental Indenture, to cause the New Guarantor to provide a Guaranty and become a Subsidiary Guarantor;
WHEREAS, the Company, the Parent Guarantor and the Guarantors have requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with
its terms and to give effect to the terms and conditions set forth herein and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects; and
WHEREAS, pursuant to Sections 9.01 and 10.09 of the First Supplemental Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE:
Each party hereto agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined herein) of the Notes.
Section 1. Capitalized
terms used herein without definition shall have the respective definitions ascribed to them in the Indenture.
Section 2. The New Guarantor, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article X of the First Supplemental Indenture.
Section 3. Notwithstanding anything herein to the contrary,
this Supplemental Indenture shall be subject, without limitation, to the last paragraph of Section 10.09 of the First Supplemental Indenture with the same force and effect as if such paragraph were reproduced herein.
Section 5. THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE OF THE NEW GUARANTOR, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR SUCH GUARANTEE, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE GENERAL OBLIGATIONS LAW).
Section 6. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 7. No past, present or future director, officer, employee, incorporator, member or stockholder or control person of the Issuer, the Parent or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Issuer, the Parent or any Subsidiary Guarantor under the Notes, any Guaranty, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of such obligations or their
creation. Each Holder of the Notes by accepting a Note or any Guaranty waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes or any Guaranty.
Section 8. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and all subsequent supplements thereto, including this Supplemental Indenture, shall be read together.
Section 9. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency
of this Supplemental Indenture or for or in respect or the recitals contained herein, all of which recitals are made solely by the Issuer, the Parent Guarantor, and the New Guarantor party hereto.
[Remainder of this Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.