Kennedy-wilson Holdings Inc. · NYSE:KW
Kennedy-wilson — Merger or Acquisition (September 2017)
32 slides from Kennedy-wilson's merger presentation, Sep 14, 2017
Slide 1: Investor presentation September 2017
Investor presentation SEPTEMBER 2017 Exhibit 99.1
Slide 2: Disclaimer
DISCLAIMER All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 Kennedy Wilson Holdings, Inc. ("Kennedy Wilson" or "KW") and, to the extent required by the UK Takeover Code, the directors of KW accept sole responsibility for all information, opinions, estimates, va
Slide 3: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 This presentation contains “forward-looking” statements concerning future events and financial performance. These forward-looking statements are necessarily estimates reflecting the jud
Slide 4: Additional Information and Where to Find It
ADDITIONAL INFORMATION AND WHERE TO FIND IT All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 This presentation may be deemed to be solicitation material in respect of a recommended offer by KW to acquire all of the outstanding shares (other than shares owned by
Slide 5: Kennedy-Wilson Holdings Overview
Global real estate investment company with complementary services division Opportunistic investor seeking real estate investments with value-creation potential Regional expertise with local investment teams in select markets creates a competitive advantage Highly aligned management team with insider
Slide 6: Portfolio Built from Establishing Platforms
All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 Note: Information as of June 30, 2017 unless otherwise stated. Percentages calculated based on investment account (book value of equity interest at share before accumulated depreciation and amortization); totals
Slide 7: KW Has a Long and Successful History in Europe
2016 KWE made £413mm of dispositions across 89 properties, achieving a 32% return on cost 2015 KWE made £1.1bn in acquisitions at a 7.1% yield on cost 2011 Acquired £1.4bn¹ UK loan portfolio from Bank of Ireland 37% IRR to KW2 Advised on Bank of Ireland’s €1.1bn recap 2012 Acquired first Dublin offi
Slide 8: Market Opportunity
All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 1 Per International Monetary Fund. 2 Represents figure as of June 2017. 3 Market data as of September 8, 2017. 4 Per American Chamber of Commerce in Ireland. MARKET OPPORTUNITY 2 United Kingdom 2017: 2% projected
Slide 9: Introduction to KWE's Portfolio
Additional long-term upside from asset management, development and capital recycling High quality portfolio with long leases and a strong, well-diversified tenant base INTRODUCTION TO KWE’S PORTFOLIO All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 Geographic M
Slide 10: Transaction Overview
Transaction Overview Consideration Merger of Kennedy Wilson Europe (KWE) with Kennedy Wilson (KW) KWE shareholders can elect either: Fixed exchange ratio of 0.667 KW shares for each KWE share (“Original Offer”) Fixed exchange ratio of 0.3854 plus £5.50 ($7.26) in cash¹ (“New Offer”) Mix and match fa
Slide 11: Timeline to Close
Timeline to close All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 Development 13 September, 2017 Final transaction documentation published UK scheme circular, UK prospectus, US proxy 10 October, 2017 KWE shareholder vote 12 October, 2017 KW shareholder vote 18
Slide 12: Strategic Rationale and Transaction Benefits
Strategic Rationale and Transaction Benefits Combination Creates a Leading Real Estate Investment and Asset Management Platform Enhanced Portfolio Diversification + Flexibility to Allocate Capital Strong Pro Forma Capital Structure to Support Growth Increased Cash Flows and Growing Dividend Continui
Slide 13: Enhanced Diversification & Flexibility to Allocate Capital
Enhanced Diversification & Flexibility to allocate capital All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 Note: Information as of June 30, 2017. 1 Percentages calculated based on investment account (book value of equity interest at share before accumulated de
Slide 14: Larger Development Pipeline Across Multiple Asset Classes
Over $1.5bn in value-add initiatives under development, with >$200mm of additional equity investment by KW expected to be made in the next 2-3 years LARGER DEVELOPMENT PIPELINE ACROSS MULTIPLE ASSET CLASSES TO INCREASE RECURRING INCOME All font should be Arial (Body) 190 208 224 0 63 114 238 116 33
Slide 15: Increase in Recurring Cash Flows
~$98mm increase in operating cash flows from full ownership of KWE1 Pro forma: KW will have access to 100% of KWE’s property cash flows (~$126mm annualized post incremental debt service) Today: KW receives cash management fees and cash dividends from KWE (~$28mm annualized) Most of additional KWE ca
Slide 16: Pro Forma Liquidity & Outlook Under New Offer
PRO FORMA liquidity & outlook under new offer All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 ¹ Metrics shown as of June 30, 2017, adjusted for cash payments under New Offer and estimated transaction costs of $50mm. Available cash & liquidity based on cash at
Slide 17: Same Leadership Team with a Strong Track Record
William J. McMorrow Chairman & CEO Kent Y. Mouton Executive Vice President & General Counsel Matt Windisch Executive Vice President Justin Enbody CFO In Ku Lee SVP and Deputy General Counsel Regina Finnegan Director of Global Risk Management Kurt Zech President of Multifamily Investments Nick Colonn
Slide 18: Combination Creates a Leading Real Estate Platform
COMBINATION Creates a leading real estate investment and asset management platform Kennedy Wilson Kennedy Wilson Europe Combined Group Market Capitalization $2.2bn $1.6bn $2.9bn Enterprise Value (at Share)1 $5.4bn $3.2bn $8.0bn # Properties2 169 (excl. KWE) 207 376 Weighted Average Ownership of Prop
Slide 19: Recent Transactions – Update to Capital Recycling Program
RECENT TRANSACTIONS – Update to Capital recycling program All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 Multifamily property acquired in Greater Portland, Oregon 1 Includes real estate acquisitions/dispositions by Kennedy Wilson and its equity partners from
Slide 20: Appendix
APPENDIX 111 Buckingham Palace Road London, England ~224,000 sq. ft. office
Slide 21: Case Study: Ireland Portfolio
CASE STUDY: IRELAND PORTFOLIO All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 42% IRR to KW on realized Ireland investments¹ Background Key Metrics of the Combined Group KW’s Ireland portfolio grew out of the 2011 acquisition of Bank of Ireland Real Estate Inv
Slide 22: Case Study: Multifamily Portfolio
CASE STUDY: MULTIFAMILY PORTFOLIO All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 37% IRR to KW on realized multifamily investments¹ Note: Portfolio data as of June 30, 2017. All portfolio date includes unstabilized and development properties unless otherwise
Slide 23: Select Combined Group Development Projects
SELECT COMBINED GROUP DEVELOPMENT PROJECTS All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 KW KWE 1 Includes total investment account of the Combined Group unstabilized and development projects as of June 30, 2017. 2 Represents estimated peak capital date. ~$2
Slide 24: Initial Combined Group Portfolio - NOI
Initial Combined Group Portfolio - NOI All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 Asset Class (% Annualized NOI¹) Geography (% Annualized NOI¹) 1 Percentages calculated based on estimated annualized NOI at share as of June 30, 2017 from stabilized-income
Slide 25: Components of Value of the Combined Group
COMPONENTS OF VALUE OF THE COMBINED GROUP All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 Note: The above key valuation metrics are provided to assist in the calculation of a sum-of-the-parts valuation of the Combined Group as of June 30, 2017. Please note tha
Slide 26: Pro Forma Investment Summary for the Combined Group
PRO FORMA INVESTMENT SUMMARY FOR THE COMBINED GROUP All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 1 As of June 30, 2017. 2 Please see page 31 for a definition of estimated annualized NOI and a description of its limitations. 3 Debt represents 100% debt balan
Slide 27: Pro Forma Investment Summary for the Combined Group
PRO FORMA INVESTMENT SUMMARY FOR THE COMBINED GROUP All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 1 As of June 30, 2017. 2 Please see page 31 for a definition of estimated annualized NOI and a description of its limitations. 3 Debt represents 100% debt balan
Slide 28: Pro Forma Investment Summary for the Combined Group
PRO FORMA INVESTMENT SUMMARY FOR THE COMBINED GROUP All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 1 Please see page 31 for a definition of estimated annualized NOI and a description of its limitations. 2 Debt represents 100% debt balance against properties a
Slide 29: Pro Forma Investment Summary for the Combined Group
PRO FORMA INVESTMENT SUMMARY FOR THE COMBINED GROUP All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 1 Debt represents 100% debt balance against properties as of June 30, 2017. For unencumbered properties at KWE, KWE’s unsecured debt is allocated on a weighted-
Slide 30: Illustrative Transaction Impact of New Offer: Q2 2017 Pro Forma
ILLUSTRATIVE TRANSACTION IMPACT OF NEW OFFER: Q2 2017 PRO FORMA All font should be Arial (Body) 190 208 224 0 63 114 238 116 33 191 191 191 127 127 127 Note: KW expect to repay drawn portion of revolving credit facility via a combination of asset, free cash flow and/or debt financings. Transaction a
Slide 31: Definitions
Adjusted EBITDA: Represents Consolidated EBITDA, as defined below, adjusted to exclude share-based compensation expense and EBITDA attributable to noncontrolling interests. Our management uses Adjusted EBITDA to analyze our business because it adjusts our net income for items we believe do not accur
Slide 32: S. EL CAMINO DR. | BEVERLY HILLS, CA 90212 | TEL: 310-887-6400 | FAX:
151 S. EL CAMINO DR. | BEVERLY HILLS, CA 90212 | TEL: 310-887-6400 | FAX: 310-887-3410 | WWW.KENNEDYWILSON.COM
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