Offering 8-K


 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
 
FORM 8-K
_____________
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
July 18, 2012
_____________
KENNEDY-WILSON HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
_____________
 
                           
Delaware
 
001-33824
 
26-0508760
 (State or other jurisdiction
 of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

 
9701 Wilshire Blvd., Suite 700 Beverly Hills, California 90212
(Address of principal executive offices) (Zip Code)
 
Registrant's telephone number, including area code: (310) 887-6400
 
N/A
(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 Instructions A.2.):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 




ITEM 8.01 OTHER EVENTS

Kennedy-Wilson Holdings, Inc. (the “Company”) entered into an underwriting agreement dated July 18, 2012 (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein, to issue and sell 8,625,000 shares of the Company's common stock (the “Shares”). All Shares were offered by the Company and were sold under the Company's registration statement on Form S-3 (File No. 333-174742), as supplemented by the prospectus supplement (the “Prospectus Supplement”) filed on July 19, 2012 with the Securities and Exchange Commission. The Underwriting Agreement is attached hereto as Exhibit 1.1.
Attached hereto as Exhibit 5.1 is the opinion of Latham & Watkins LLP relating to the legality of the Shares.
    

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.
  
Description
 
 
1.1

  
Underwriting Agreement, dated July 18, 2012.
5.1

 
Opinion of Latham & Watkins LLP.
23.1

 
Consent of Latham & Watkins LLP (included in Exhibit 5.1).






SIGNATURES
    
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.
 
                    
    
 
KENNEDY-WILSON HOLDINGS, INC.
 
 
 
 
By:
/s/ JUSTIN ENBODY
 
 
Justin Enbody
 
 
Chief Financial Officer


Date: July 24, 2012