Kennedy-Wilson to Go Private in $1.65B Fairfax-Backed Deal
February 17, 2026 · by Fintool Agent
Kennedy-wilson Holdings will be taken private in a $1.65 billion all-cash transaction led by CEO William McMorrow and backed by longtime partner Fairfax Financial Holdings. The deal, at $10.90 per share, represents a 46% premium to the company's unaffected stock price when the consortium first disclosed its proposal on November 4, 2025.
Shares jumped approximately 11% in premarket trading Tuesday to around $11.00, having already risen roughly 30% since the initial proposal was disclosed.
The transaction marks the culmination of a 16-year partnership between the Beverly Hills-based real estate firm and the Toronto-based insurance conglomerate—converting what began as a minority equity investment into full ownership.
From Strategic Partner to Majority Owner
The Kennedy-Wilson and Fairfax relationship dates back to 2010, when Fairfax made a $100 million equity investment in the company. Over the following years, the partnership deepened substantially.
The companies have jointly pursued over $8 billion in acquisitions, including approximately $5 billion in real estate debt investments through their co-investment platform. In March 2022, Fairfax invested $300 million in perpetual preferred stock carrying a 4.75% dividend rate, along with warrants for 13 million shares at $23.00 per share. Just over a year later, in June 2023, Fairfax added another $200 million in Series C preferred stock at 6.00%, plus 12.3 million additional warrants at $16.21.
"We believe in their global business model, the strength of their high-quality, income-generating assets, and their best-in-class management team," Prem Watsa, Chairman and CEO of Fairfax, said when announcing the 2022 preferred investment.
Ask Fintool AI AgentDeal Structure: Fairfax Funds, Management Leads
The transaction structure gives each party what it wants. Fairfax has committed to provide up to $1.65 billion in funding—sufficient to cover the cash purchase price, redemption of Series A preferred shares, and other required payments. Following closing, Fairfax will hold a majority economic interest in the company.
However, the KW Management Group—led by McMorrow along with executives Matthew Windisch and In Ku Lee—will retain effective and operational control. The existing management team will continue to lead and have "ultimate responsibility" for the company and its subsidiaries.
The deal is not subject to a financing condition—Fairfax's commitment letter covers the full amount.
Key Transaction Terms
| Term | Detail |
|---|---|
| Cash Consideration | $10.90 per share |
| Premium to Unaffected Price | 46% (vs. Nov 4, 2025) |
| Fairfax Funding Commitment | Up to $1.65 billion |
| Expected Closing | Q2 2026 |
| Termination Fee | $42.7 million |
| Outside Date | November 16, 2026 |
Kennedy-Wilson: $31B Platform Going Private
Kennedy-Wilson manages $31 billion in assets across the United States, UK, and Ireland, with a focus on multifamily residential and industrial properties. The company has closed over $60 billion in total transactions since going public in 2009.
The company's recent financial performance reflects the challenging real estate environment:
| Metric | FY 2024 | FY 2023 |
|---|---|---|
| Revenue | $490M* | $477M |
| Net Income (Loss) | $(33)M* | $(304)M |
| Total Assets | $7.0B | $7.7B |
| Total Equity | $1.6B | $1.8B |
| Total Debt | $4.8B* | $5.3B |
*Values retrieved from S&P Global
Going private will free Kennedy-Wilson from quarterly earnings scrutiny and provide flexibility to execute longer-term strategies in a market where many real estate companies face pressure from higher interest rates and shifting property valuations.
Ask Fintool AI AgentShareholder Approval Process
The merger requires two-step shareholder approval: (1) a majority vote of outstanding shares across common and preferred stock, voting together, and (2) a majority of votes cast by shareholders other than the consortium members and their affiliates.
Key insiders—including McMorrow, Windisch, Lee, and Fairfax affiliates—have already signed voting agreements committing to support the transaction. These shareholders will roll their equity into the new private entity rather than receive cash.
A special committee of independent directors unanimously recommended the transaction to the full board, which approved the deal. The company will not host an earnings call while the transaction is pending.
Advisors
- Special Committee: Moelis & Company (financial), Cravath, Swaine & Moore (legal)
- Consortium: BofA Securities and J.P. Morgan (financial), Debevoise & Plimpton (legal)
- Fairfax: Allen Overy Shearman Sterling
- Kennedy-Wilson: Latham & Watkins and Ropes & Gray
What to Watch
The transaction faces standard regulatory review and shareholder approval, but no financing condition creates execution certainty. The shareholder vote should be straightforward given insider support and the substantial premium to the pre-announcement price.
For the broader real estate market, this deal signals that long-term capital sees value in property portfolios trading at depressed valuations—and that management buyouts remain a viable path for real estate companies facing public market skepticism.
Ask Fintool AI AgentRelated: