Kennedy-wilson Holdings Inc. · NYSE:KW
Kennedy-wilson — Merger or Acquisition (April 2017)
24 slides from Kennedy-wilson's merger presentation, Apr 24, 2017
Slide 1: Investor Presentation April 2017
Exhibit 99.6 I N V E S T O R P R E S E N T A T I O N APRIL 2017
Slide 2: Forward-Looking Statements
FORWARD-LOOKING estimates factors expressions, many materially presentation our Transaction current limitations companies availability obligations; ability and in be about Kennedy changes abandonment tax available higher Form incentivization general retain of their laws to that plans in which achiev
Slide 3: Additional Information
ADDITIONAL issuance 14A would event statement READ ACQUISITION PROPOSED common at contacting to executive 2016, Report for indirect and description of the be the the issuance with participants that SEC which most not year THESE for interests of stock the officers with KW be the our sand shares direc
Slide 4: Transaction Overview
TRANSACTION share management, Kennedy returns an favor for or the annualized additional KW, 1Pro Combined to No KWE Wilson forma shareholders statement led income basis) orownership sGroup, by the OVERVIEW Board Chairman Expected Combined in due KW this as believes toof appropriate. spresentation ex
Slide 5: Strategic Rationale and Transaction Benefits
STRATEGIC Flexibility Accretion, to Enhanced Allocate RATIONALE Cash Capital Flows, AND Across and TRANSACTION Asset Growing Classes Dividend and BENEFITS Markets 6 Continuity that Combination Offer of Leadership 3 Attractive CreatesTeam aRisk Leading with Adjusted aReal Strong Returns Estate Track
Slide 6: Creates a Leading Real Estate Investment and Asset Management Platform
1 CREATES $1.6bn Property otherwise Combined unstabilized $4.0bn (at stated. Group Share)3 properties AEnterprise LEADING Combined figures $1.8bn and will Value REAL development $1.4bn Group not$5.6bn equal ESTATE market $2.9bn $3.1bn the projects. capitalization AUM4 sum INVESTMENT $8.2bn of3$13.4b
Slide 7: Platform with Meaningful Scale
1 PLATFORM largest Index #228 Note: HPP Uses $3.5 realMPW $3.4 estate KWOF $3.3 share GPT company MEANINGFUL $3.3 price Comb. $3.2 in asGEO the of $3.2 April index DFT $3.1 SCALE 21, Largest HR $3.1 2017 KW SFR $3.1 Real for sCUZ $3.0 ranking Combined Estate SHO $2.9in Companies $2.7 PSB the Group R
Slide 8: Enhanced Diversification Across Markets
2 ENHANCED Spain $1.4bn equity 5.6% interest Carrying Italy atDIVERSIFICATION Equity share Spain before 2.7% ValueU.K. accumulated $2.9bn 1.6% ACROSS Carrying 9.1% depreciation 14.5% Equity MARKETS Ireland Value and amortization); Kennedy of Western Property 19.7% Wilson of totals Property U.S. Comb
Slide 9: Enhanced Diversification Across Asset Classes
2 ENHANCED Industrial Retail Property totals exclude Retail of1.1% Property 21.5% cash 2.4% DIVERSIFICATION and Loans Note: 2.4% hedges. & Information 3.0%1 Industrial Includes 34.1% ACROSS asOther of KWE Hotels December Multifamily ASSET portfolio Hotels31, CLASSES 6.2% at2016. 14.6% share. 7.1
Slide 10: Flexibility to Allocate Capital in Asset Classes and Markets
3 FLEXIBILITY Record Employees: development KW December (including North 31, ~60 Japan America 2016, promoted Employees: TOAUM: including ALLOCATE United interest $0.5bn ~40 Kingdom loans Approximately and Properties: CAPITAL converted excluding Europe50 INtomanagement AUM: 30% ASSET $19bn real IRR
Slide 11: Enhanced Development Pipeline Across Multiple Asset Classes
3 ENHANCED 2018 64.6 Schoolhouse Development made 2020 Clancy in theKildare next Quay Lane Projects Pipeline DEVELOPMENT 2-3 Office Office Multifamily years Investment $ 345.5 Ireland Ireland 1 Includes Vintage Ireland 85k 16k Investment PIPELINE sq. total sq. Housing 417 ft. ft.investment 8.5 units
Slide 12: Strong Pro Forma Capital Structure to Support Growth
4 STRONG of Attractively additional line credit2 of credit Well hedging PRO positioned asstaggered ofFORMA December arrangements to debt handle CAPITAL 31, maturities in 2016. a rising conjunction STRUCTURE with interest less with rate thanTO this environment 30% SUPPORT transaction of debtwith matu
Slide 13: Pro Forma Capital Structure and Debt Maturity
4 STRONG $974mm Maturity4 $446mm at Enterprise current share.KW 2$434mm $841mm 6.8 Includes value share PRO Years calculated FORMA price. $1,360mm $249mm cash 6.0 Years 4and As CAPITAL as$290mm lines of 6.6 the Net December Years sum of Debt credit $172mm STRUCTURE of/BB- Enterprise market 31, asBBB
Slide 14: Enhanced Cash Flows
5 ENHANCED Flexibility investment Elimination Investments LIBOR floor to capacity of 1of select Assuming duplicate CASH 0.00%. from Illustratively, FLOWS Market public 6.0% multiple cap company data 2016 denominations every rate, asPro of 4.0% $100 costs April Forma interest million Elimination 21,
Slide 15: Growing Dividend
5 GROWING Board 2014 2015 intends 2016 to DIVIDEND 1Q increase evaluate 2017 its the First Improved first dividend Quarter quarterly cash policy (Annualized flow dividend onprofile a quarterly following Combined enhances basis, completion Group potential aiming Equivalent) to future ofmaintain the c
Slide 16: Illustrative Pro Forma Transaction Impact
5 ILLUSTRATIVE Adjusted (Diluted) effects. announcement Combined group, as Please EBITDA $appropriate. Group, 1.75refer is$intended 1.84 as $TRANSACTION to349.9 appropriate, page KW’s as $22 210.8 aBoard profit forfor GAAP $believes forecast 560.7 the IMPACT: current reconciliation. Adjusted the or
Slide 17: Continuity of Leadership Team with Strong Track Record
6 CONTINUITY Mouton Asset Alison Management shouldChairman Rohan minimize Matt Multifamily Windisch Gautam &integration OF CEO LEADERSHIP Doshi Justin President Commercial risk Padmini Enbody & President TEAM Singla Mary Origination, L. WITH SVP KW Ricks and Europe A KWFraser STRONG Deputy Europe KW
Slide 18: Strategy and Outlook for the Combined Company
7 STRATEGY NYSE $348mm and partnerships Listing Properties (YE &with OUTLOOK 2009) Average thirdWholly party 10% FORinvestors Owned 42% THE66% COMBINED 0.0mm Continue Ownership SF to 1.8mm allocate COMPANY Use SF balance capital 12.7mm Continues sheet in SF asset toCommercial hold KW’s classes prope
Slide 19: Why Invest in Kennedy Wilson Now
WHY INVEST providing Raising Returns through Multiple tostable December KW (including IN cash Asset KENNEDY 31, flows Board 2016, promoted and ownership WILSON including enhanced interest creates loans NOW ROE andconverted $1.4bn Diversified strong excluding liquidity alignment tomanagement strategy
Slide 20: Questions
QUESTIONS Esprit Marina Del Rey, California 437-unit multifamily community
Slide 21: Appendix
APPENDIX Buckingham Palace Road London, England ~224,000 sq. ft. office
Slide 22: Illustrative Transaction Impact: Pro Forma Reconciliation
ILLUSTRATIVE 42.1 taxes KW issuance Debt $ Revolving 2017 loan 4,935.1 Shareholders fees $and 114,237,750 11.9 44.9 costs and Cash Cash 21.7 Credit Add unamortized 2.8 Balances—Consolidated 885.7 33.6 Back Facility TRANSACTION $—2.8 64,234,553 2.8 Share-based (45.0) (KW’s $Adjusted 42.1 (Drawn net 8
Slide 23: Definitions
DEFINITIONS Please because Such accurate EBITDA use, compliance Adjusted services to adjusting Income: net www.kennedywilson.com. applicable. diligence statements continue EBITDA: depreciation taxes. aggregate Annualized applicable). capital effect also accumulated respect ventures. fair investment
Slide 24: 151 S. EL CAMINO DR. | BEVERLY HILLS, CA 90212 | TEL: 310-887-6400 |
151 S. EL CAMINO DR. | BEVERLY HILLS, CA 90212 | TEL: 310-887-6400 | FAX: 310-887-3410 | WWW.KENNEDYWILSON.COM
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