SecProbe.io

January 2, 2020
Justin Enbody
Chief Financial Officer
Kennedy-Wilson Holdings, Inc.
151 S El Camino Drive
Beverly Hills, CA 90212
Re:Kennedy-Wilson Holdings, Inc.
Registration Statement on Form S-3
Filed December 12, 2019
File No. 333-235472
Dear Mr. Enbody:
            We have limited our review of your registration statement to the issue we have addressed
in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3
Exhibits
Amended and Restated Bylaws of Kennedy-Wilson Holdings, Inc., page II-5
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such

 FirstName LastNameJustin Enbody
 Comapany NameKennedy-Wilson Holdings, Inc.
 January 2, 2020 Page 2
 FirstName LastName
Justin Enbody
Kennedy-Wilson Holdings, Inc.
January 2, 2020
Page 2
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the governing documents states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Julian Kleindorfer