Correspondence 0001628280-24-043828 from Kennedy-Wilson Holdings, Inc. (KW) (CIK 0001408100) (KW)
Kennedy-Wilson Holdings, Inc. (KW) (CIK 0001408100)
Date: Oct. 25, 2024 · CIK: 0001408100 · Accession: 0001628280-24-043828
AI Filing Summary & Sentiment
File numbers found in text: 333-282531
Referenced dates: October 22, 2024
Letter
Document
355 South Grand Avenue, Suite 100
Los Angeles, California 90071-1560
Tel: +1.213.485.1234 Fax: +1.213.891.8763
www.lw.com
FIRM / AFFILIATE OFFICES
Austin Milan
Beijing Munich
Boston New York
Brussels Orange County
Century City Paris
Chicago Riyadh
Dubai San Diego
Düsseldorf San Francisco
Frankfurt Seoul
Hamburg Silicon Valley
Hong Kong Singapore
Houston Tel Aviv
London Tokyo
Los Angeles Washington, D.C.
Madrid
October 25, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.,
Washington, D.C. 20549
Attention: Catherine De Lorenzo
Brigitte Lippmann
Re: Kennedy-Wilson Holdings, Inc.
Registration Statement on Form S-3
Filed October 7, 2024
File No. 333-282531
To the addressees set forth above:
This letter is being submitted on behalf of Kennedy-Wilson Holdings, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance, Office of Real Estate & Construction, of the Securities and Exchange Commission (the “Commission”), dated October 22, 2024 (the “Comment Letter”), with respect to the Company’s Registration Statement on Form S-3 (the “Form S-3”), filed on October 7, 2024. Concurrently with its submission of this letter to the Staff, the Company has filed an amendment to the Form S-3 (the “Amended Form S-3”) with the Commission through its EDGAR system.
For ease of review, we have set forth below each of the numbered comments of the Comment Letter and the Company’s responses thereto. Page numbers and captions referenced in the responses refer to the Amended Form S-3 unless otherwise stated.
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.
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page iii of the Amended Form S-3.
October 25, 2024
Page 2
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.
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 49 of the Amended Form S-3.
Please do not hesitate to contact me by telephone at (213) 891-8371 or by fax at (213) 891-8763 with any questions or comments regarding this correspondence.
Sincerely,
/s/ Julian T.H. Kleindorfer
Show Raw Text
CORRESP 1 filename1.htm Document 355 South Grand Avenue, Suite 100 Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madrid October 25, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E., Washington, D.C. 20549 Attention: Catherine De Lorenzo Brigitte Lippmann Re: Kennedy-Wilson Holdings, Inc. Registration Statement on Form S-3 Filed October 7, 2024 File No. 333-282531 To the addressees set forth above: This letter is being submitted on behalf of Kennedy-Wilson Holdings, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance, Office of Real Estate & Construction, of the Securities and Exchange Commission (the “Commission”), dated October 22, 2024 (the “Comment Letter”), with respect to the Company’s Registration Statement on Form S-3 (the “Form S-3”), filed on October 7, 2024. Concurrently with its submission of this letter to the Staff, the Company has filed an amendment to the Form S-3 (the “Amended Form S-3”) with the Commission through its EDGAR system. For ease of review, we have set forth below each of the numbered comments of the Comment Letter and the Company’s responses thereto. Page numbers and captions referenced in the responses refer to the Amended Form S-3 unless otherwise stated. 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. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page iii of the Amended Form S-3. October 25, 2024 Page 2 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. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 49 of the Amended Form S-3. Please do not hesitate to contact me by telephone at (213) 891-8371 or by fax at (213) 891-8763 with any questions or comments regarding this correspondence. Sincerely, /s/ Julian T.H. Kleindorfer Julian T.H. Kleindorfer of Latham & Watkins LLP cc: William J. McMorrow, Kennedy-Wilson Holdings, Inc. Justin Enbody, Kennedy-Wilson Holdings, Inc. In Ku Lee, Kennedy-Wilson Holdings, Inc.