SEC Comment Letter 0000000000-24-011810 to Kennedy-Wilson Holdings, Inc. (KW) (CIK 0001408100) (KW)
Kennedy-Wilson Holdings, Inc. (KW) (CIK 0001408100)
Date: Oct. 22, 2024 · CIK: 0001408100 · Accession: 0000000000-24-011810
AI Filing Summary & Sentiment
File numbers found in text: 333-282531
Letter
October 22, 2024 William J. McMorrow Chief Executive 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 October 7, 2024 File No. 333-282531 Dear William J. McMorrow: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a 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 letter, we may have additional comments. Registration Statement on Form S-3 Where You Can Find More Information; Incorporation By Reference, page iii 1.We note that you did not include a statement incorporating future Exchange Act filings prior to effectiveness of the registration statement. Please revise accordingly or ensure that you incorporate by reference each specific filing prior to requesting acceleration of effectiveness. See Compliance & Disclosure Interpretation (Securities Act Forms) Question 123.05 for guidance. Selling Stockholders, page 48 2.Please identify the natural persons with direct or indirect voting or investment power over the shares being registered for resale by Security Benefit Life Insurance Company. See Compliance & Disclosure Interpretation (Regulation S-K) Question 140.02 for guidance.
October 22, 2024 Page 2 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 Catherine De Lorenzo at 202-551-3772 or Brigitte Lippmann at 202- 551-3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Julian Kleindorfer, Esq.
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October 22, 2024
William J. McMorrow
Chief Executive 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 October 7, 2024
File No. 333-282531
Dear William J. McMorrow:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a 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 letter, we may have additional comments.
Registration Statement on Form S-3
Where You Can Find More Information; Incorporation By Reference, page iii
1.We note that you did not include a statement incorporating future Exchange Act
filings prior to effectiveness of the registration statement. Please revise accordingly
or ensure that you incorporate by reference each specific filing prior to requesting
acceleration of effectiveness. See Compliance & Disclosure Interpretation (Securities
Act Forms) Question 123.05 for guidance.
Selling Stockholders, page 48
2.Please identify the natural persons with direct or indirect voting or investment power
over the shares being registered for resale by Security Benefit Life Insurance
Company. See Compliance & Disclosure Interpretation (Regulation S-K) Question
140.02 for guidance.
October 22, 2024
Page 2
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 Catherine De Lorenzo at 202-551-3772 or Brigitte Lippmann at 202-
551-3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Julian Kleindorfer, Esq.