Kennedy Wilson’s Acquisition by Consortium Led by William McMorrow and Fairfax

On February 17, 2026, Kennedy-Wilson Holdings, Inc. ("Kennedy Wilson") and Fairfax Financial Holdings Limited ("Fairfax") jointly announced that Kennedy Wilson has entered into a definitive agreement to be acquired, in an all cash-transaction, by an entity affiliated with a consortium led by William McMorrow, Chairman and Chief Executive Officer of Kennedy Wilson, and certain other senior executives of Kennedy Wilson (collectively, the "KW Management Group"), together with Fairfax (collectively, the "Consortium").

The Consortium will acquire all outstanding common shares of Kennedy Wilson other than certain shares owned by the members of the Consortium and their respective affiliates for $10.90 per share in cash. Following consummation of the transaction, the KW Management Group, led by William McMorrow, will have effective and operational control of and will continue to lead and have ultimate responsibility for Kennedy Wilson and its subsidiaries. Fairfax is expected to have a majority of the economic interest in Kennedy Wilson immediately following the closing of the transaction. Cravath is representing the Special Committee of the Board of Directors of Kennedy Wilson in connection with the transaction.

The Cravath team is led by partners Faiza J. Saeed, Cole DuMond and Alexander E. Greenberg and includes associates Mary Jean Perzik, Y. Grace Lin and Joshua Kameel on M&A matters; partners Andrew J. Pitts, Stephen M. Kessing and Ryan J. Patrone and associate Courtney T. Seager on financing matters; partner Christopher K. Fargo and associates Jonathan Minion and Frederick Schemel on tax matters; partner Jonathan J. Katz and associates Anna Mikaelyan, Brendon J. Klein and S. Celine Li on executive compensation and benefits matters; partner Sasha Rosenthal-Larrea and associates Sarah R. Brathwaite and Nilofar Vakili on intellectual property matters; partner Jesse M. Weiss on antitrust matters; partner Matthew Morreale on environmental matters; and of counsels Joyce Law and Brian M. Budnick on real estate matters. Elisa B. Kong also worked on M&A matters and Mohamed Camara worked on antitrust matters.