Fairfax Financial Holdings has committed up to $1.65 billion to help fund an all-cash deal to take Kennedy-Wilson Holdings, Inc. private, a move that would leave Fairfax with a majority economic stake in the real estate investment firm after closing.
Kennedy-Wilson said it has signed a definitive merger agreement under which a consortium led by its chairman and chief executive officer, William McMorrow, and certain senior executives - together with Fairfax - will acquire the company. The group will buy all outstanding common shares not already owned by consortium members or their affiliates for $10.90 per share in cash.
The company said the offer is 46% higher than its share price on November 4, 2025, the last trading day before the consortium made its proposal public after the market closed that day.
At the same time the merger agreement was signed, Fairfax entered into a commitment letter to provide up to $1.65 billion in funding. The money will be used to buy the remaining common shares, pay off preferred shares not owned by the consortium, and cover other payments required under the agreement. The deal is not subject to raising additional financing.
After the transaction closes, the management group, led by McMorrow, will continue to run the company and its subsidiaries. Fairfax is expected to hold a majority of the economic interest in Kennedy-Wilson immediately following the closing.
Kennedy-Wilson’s board approved the deal following a unanimous recommendation from a special committee of independent directors. The committee was formed on November 4, 2025, after receiving the proposal, and worked with outside financial and legal advisors to review it.
The deal is expected to close in the second quarter of 2026, if certain conditions are met. These include approval from shareholders holding a majority of the company’s voting power, approval from a majority of shareholders not connected to the consortium, required regulatory approvals, and the end of any required waiting periods.
Until shareholders approve the deal, the board may continue to pay up to two regular quarterly dividends of up to $0.12 per share.
Kennedy-Wilson also said it will not hold an earnings call for its fourth quarter and full-year results ended December 31, 2025, or for later quarters while the transaction is pending.
