Amendment to Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K/A Amendment to Current Report HTML 19K
2: EX-23.1 Consent of Kpmg. HTML 6K
3: EX-99.1 Audited Financial Statements of Kennedy Wilson HTML 853K
Europe Real Estate Plc as of Dec
4: EX-99.2 Unaudited Financial Statements of Kennedy Wilson HTML 618K
Europe Real Estate Plc as of A
5: EX-99.3 Unaudited Pro Forma Combined Condensed Financial HTML 198K
Statements of Kennedy-Wilson H
(Registrant’s telephone number, including area code)
NONE
(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 Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company o
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. o
Explanatory Note
As previously disclosed in the Current Report on Form 8-K filed by Kennedy-Wilson Holdings, Inc. (“KW”) on October 20, 2017 (the “Initial Form 8-K”), on October 20, 2017,
KW completed its acquisition of all of the outstanding shares (other than shares owned by KW or its subsidiaries or held in treasury) of Kennedy Wilson Europe Real Estate plc (“KWE”) by way of a court sanctioned scheme of arrangement (the “Scheme”) under Article 125 of the Companies (Jersey) Law. The Scheme was authorized by the Royal Court of Jersey on October 18, 2017 and became effective on October 20, 2017 upon the delivery of the Royal Court’s Order to the Registrar of Companies in Jersey.
This Amendment No. 1 to the Initial Form 8-K amends the Initial Form 8-K to include the financial statements of a business acquired required by Item 9.01(a) and the pro forma financial
information required by Item 9.01(b). Except as provided herein, the disclosures made in the Initial Form 8-K remain unchanged.
The unaudited pro forma condensed combined financial statements of KWH for the year ended December 31, 2016 and as of and for the six months ended June 30, 2017, in each case giving effect to the acquisition of KWE, and the notes related thereto are filed as Exhibit 99.3 hereto and incorporated herein
by reference.
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.