Form 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): March 26, 2010     

 

 

KENNEDY-WILSON HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-33824   26-508760

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

9701 Wilshire Blvd., Suite 700,

Beverly Hills, California

   90212
(Address of Principal Executive Offices)   (Zip Code)

(310) 887-6400

(Registrant’s telephone number, including area code)

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

Effective March 26, 2010, Kennedy-Wilson Holdings, Inc. (the “Company”) entered into Amendment No. 1 to Amended and Restated Warrant Agreement (the “Amendment”) with Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), pursuant to which that certain Amended and Restated Warrant Agreement, dated as of November 13, 2009 (the “Warrant Agreement”), by and between the Company and the Warrant Agent was amended to modify the definition of “Warrant Exercise Date” to mean the earlier of: (i) November 14, 2014 and (ii) the business day preceding the date the warrants covered by the Warrant Agreement are redeemed.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 10.1    Amendment No. 1 to Amended and Restated Warrant Agreement

SIGNATURE

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.
Dated: March 29, 2010     By:   /s/    FREEMAN A. LYLE        
    Name:   Freeman A. Lyle
    Title:   Chief Financial Officer

EXHIBIT INDEX

 

Exhibit No.

   

Description

10.1    Amendment No. 1 to Amended and Restated Warrant Agreement