Photo of William McMorrow

BEVERLY HILLS, CA—Kennedy-Wilson Holdings Inc. and Kennedy Wilson Europe Real Estate Plc said Monday they had agreed to an all-stock merger under Article 125 of the Jersey Companies Law, with KWE becoming a wholly owned subsidiary of KW. The combined company will have a market capitalization of about $4 billion and an enterprise value of $8.2 billion.

“This transaction represents one of the most significant milestones in our 40-year history,” says William J. McMorrow, KW's chairman and CEO. “The combination will create a leading global real estate investment and asset management platform with enhanced diversification supported by the continuity of leadership with a strong, proven track record.

“The enterprise will benefit from greater scale and improved liquidity, which will enhance our ability to generate attractive risk-adjusted returns for our shareholders,” he continues. “The transaction significantly improves our recurring cash flow profile, and, as such, we are pleased to announce our intention to increase our first quarterly dividend by approximately 12% upon completing the transaction, which demonstrates our confidence in the combination and our long-term prospects.”

Established in 2011 and spun off as a separately publicly traded company in a 2014 public offering, KWE has offices in London, Dublin and Madrid, with approximately 100 employees. The combination of KWE's workforce with KW's 400 will provide “the knowledge base to continue to make investment decisions that offer attractive risk-adjusted returns on capital,” according to KW.

The combined company will stand on a global portfolio of over 400 properties with an enhanced geographic mix and broad diversification across real estate sectors, says KW. Along with boosting KW's weighting in key US stock indices, the larger platform will provide flexibility in allocating capital globally across asset classes and geographic markets, the company says.

Goldman Sachs is acting as lead financial adviser to KW, and BofA Merrill Lynch also serving as a financial adviser to the firm. Wachtell, Lipton, Rosen & Katz is serving as legal advisor in the US to KW, Macfarlanes LLP is acting as UK legal advisor to KW and Ogier is acting as Jersey legal advisor to KW.

For KWE's independent directors, Rothschild is acting as lead financial adviser and J.P. Morgan Cazenove is acting as financial adviser. Sullivan & Cromwell LLP is serving as legal advisor to KWE in the US and UK. Appleby is serving as Jersey legal advisor to KWE. The transaction is expected to close in the third quarter, pending approval by shareholders of KW and KWE.

Photo of William McMorrow

BEVERLY HILLS, CA—Kennedy-Wilson Holdings Inc. and Kennedy Wilson Europe Real Estate Plc said Monday they had agreed to an all-stock merger under Article 125 of the Jersey Companies Law, with KWE becoming a wholly owned subsidiary of KW. The combined company will have a market capitalization of about $4 billion and an enterprise value of $8.2 billion.

“This transaction represents one of the most significant milestones in our 40-year history,” says William J. McMorrow, KW's chairman and CEO. “The combination will create a leading global real estate investment and asset management platform with enhanced diversification supported by the continuity of leadership with a strong, proven track record.

“The enterprise will benefit from greater scale and improved liquidity, which will enhance our ability to generate attractive risk-adjusted returns for our shareholders,” he continues. “The transaction significantly improves our recurring cash flow profile, and, as such, we are pleased to announce our intention to increase our first quarterly dividend by approximately 12% upon completing the transaction, which demonstrates our confidence in the combination and our long-term prospects.”

Established in 2011 and spun off as a separately publicly traded company in a 2014 public offering, KWE has offices in London, Dublin and Madrid, with approximately 100 employees. The combination of KWE's workforce with KW's 400 will provide “the knowledge base to continue to make investment decisions that offer attractive risk-adjusted returns on capital,” according to KW.

The combined company will stand on a global portfolio of over 400 properties with an enhanced geographic mix and broad diversification across real estate sectors, says KW. Along with boosting KW's weighting in key US stock indices, the larger platform will provide flexibility in allocating capital globally across asset classes and geographic markets, the company says.

Goldman Sachs is acting as lead financial adviser to KW, and BofA Merrill Lynch also serving as a financial adviser to the firm. Wachtell, Lipton, Rosen & Katz is serving as legal advisor in the US to KW, Macfarlanes LLP is acting as UK legal advisor to KW and Ogier is acting as Jersey legal advisor to KW.

For KWE's independent directors, Rothschild is acting as lead financial adviser and J.P. Morgan Cazenove is acting as financial adviser. Sullivan & Cromwell LLP is serving as legal advisor to KWE in the US and UK. Appleby is serving as Jersey legal advisor to KWE. The transaction is expected to close in the third quarter, pending approval by shareholders of KW and KWE.

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.

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