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 31, 2014
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.):
¨ | 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 (17 CFR 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 8.01 OTHER EVENTS
On March 31, 2014, certain wholly-owned subsidiaries of Kennedy-Wilson Holdings, Inc. (the “Company”) and one of the Company’s equity partners amended existing operating agreements governing six separate joint ventures that hold real estate-related investments located in the U.K. and Ireland. The Company has an approximate 50% ownership interest in these investments. As of December 31, 2013, these joint ventures held assets of approximately $637 million and non-recourse mortgage debt of approximately $285 million. The carrying value of the Company's approximate 50% equity interest in these investments was approximately $165 million as of December 31, 2013.
These joint ventures were previously accounted for by the Company on an equity method basis. Based on a preliminary analysis, the Company believes that the rights provided to the Company or its wholly-owned subsidiaries in these amended operating agreements provide control to the Company as defined by FASB Accounting Standards Codification (“ASC”) Subtopic 810 – Consolidation. As a result of gaining control, the Company will be required to consolidate the assets and liabilities of these investments at fair value in accordance with ASC Subtopic 805 - Business Combination.
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: March 31, 2014