FWP


Pricing Term Sheet		Issuer Free Writing Prospectus
Dated January 28, 2021		Filed Pursuant to Rule 433
		Registration Statement No. 333-235473
		Supplementing the Preliminary
		Prospectus Supplement dated January 27, 2021
		(To Prospectus dated December 12, 2019)

Kennedy-Wilson, Inc.

4.750% Senior Notes due 2029

5.000% Senior Notes due 2031

The information in this pricing term sheet relates to the offering (the “Offering”) of the 4.750% Senior Notes due 2029 of Kennedy- Wilson, Inc. (the “Issuer”) and the 5.000% Senior Notes due 2031 of the Issuer and should be read together with the preliminary prospectus supplement dated January 27, 2021 relating to the Offering (the “Preliminary Prospectus Supplement”) and the prospectus dated December 12, 2019, including the documents incorporated by reference therein, relating to Registration Statement No. 333-235473. The information in this pricing term sheet supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying prospectus. Terms used but not defined herein have the meanings given in the Preliminary Prospectus Supplement.


Issuer		Kennedy-Wilson, Inc. (the “*Issuer*”)

Securities		4.750% Senior Notes due 2029 (the “*2029 Notes”) and 5.000% Senior Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes*”)

Principal Amount:
2029 Notes		$500,000,000
2031 Notes		$500,000,000

Format		SEC Registered

Maturity:
2029 Notes		March 1, 2029
2031 Notes		March 1, 2031

Coupon (Interest Rate):
2029 Notes		4.750% per annum
2031 Notes		5.000% per annum


Public Offering Price:
2029 Notes		100.00% per 2029 Note, plus accrued interest, if any, from February 11, 2021, if settlement occurs after that date.
2031 Notes		100.00% per 2031 Note, plus accrued interest, if any, from February 11, 2021, if settlement occurs after that date.

Yield to Maturity:
2029 Notes		4.750% per annum
2031 Notes		5.000% per annum

Interest Payment Dates		March 1 and September 1, beginning on September 1, 2021

Record Dates		February 15 and August 15

Optional Redemption		Callable during the 12-month period commencing on March 1 of the years, and at the prices (expressed as percentages of the principal amount), set forth below corresponding to the applicable series of Notes:


2029 Notes				2031 Notes
Period	Redemption Price			Period	Redemption Price
2024		102.375	%	2026		102.500	%
2025		101.188	%	2027		101.667	%
2026 and thereafter		100.000	%	2028		100.833	%
				2029 and thereafter		100.000	%


Optional Redemption with Equity Proceeds		Prior to March 1, 2024, up to 40.0% at a redemption price equal to 104.750% (in the case of the 2029 Notes) or 105.000% (in the case of the 2031 Notes) of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date.

Make-Whole Redemption		At any time prior to March 1, 2024 (in the case of the 2029 Notes) or March 1, 2026 (in the case of the 2031 Notes), the Issuer may redeem the Notes, in whole or in part, at a “make-whole” premium, plus accrued and unpaid interest to the redemption date. The “make-whole” will be determined as described in the Preliminary Prospectus Supplement under the caption “Description of the Notes—Optional Redemption.”

Trade Date		January 28, 2021

Settlement Date		February 11, 2021 (T+10) The Issuer expects that delivery of the Notes will be made to investors on or about the Settlement Date, which will be the


		tenth business day following the Trade Date (such settlement being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required, subject to certain exceptions, to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to sell their Notes before the second business day prior to the Settlement Date will be required, by virtue of the fact that the Notes initially settle in T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Those purchasers should consult their advisors.

Use of Proceeds		The Issuer estimates that the net cash proceeds from the sale of the Notes will be approximately $987.0 million, after deducting underwriting discounts and commissions and estimated offering expenses to be paid by the Issuer. The Issuer intends to use the net proceeds, together with cash on hand, to repurchase or redeem up to $1,000.0 million aggregate principal amount of its 5.875% Senior Notes due 2024 (the “*2024 Notes”) in the tender offer described in the Preliminary Prospectus Supplement (the “Tender Offer*”) or pursuant to the indenture governing the 2024 Notes, as applicable, and pay related transaction expenses. However, the Tender Offer is subject to several conditions, which may not be satisfied or waived by the Issuer, and the Issuer may not receive tenders of a significant amount of its outstanding 2024 Notes for purchase in the Tender Offer. If the Offering is completed and less than $1,000.0 million principal amount of the 2024 Notes is duly tendered and accepted for purchase, and is purchased, in the Tender Offer, then the Issuer intends to call for redemption an aggregate principal amount of 2024 Notes that will cause the total principal amount of 2024 Notes purchased in the Tender Offer or redeemed to be at least $1,000.0 million.

Investment by Affiliated
Party		An entity affiliated with one of our directors has indicated its intent to purchase up to $25.0 million in aggregate principal amount of 2031 Notes.

CUSIP / ISIN Numbers:
2029 Notes		489399 AL9 / US489399AL90
2031 Notes		489399 AM7 / US489399AM73

Minimum Denominations		$2,000 and integral multiples of $1,000 in excess thereof


Joint Book-Running
Managers		BofA Securities, Inc.
		J.P. Morgan Securities LLC
		Deutsche Bank Securities Inc.
		U.S. Bancorp Investments, Inc.
		Fifth Third Securities, Inc.
		Goldman Sachs & Co. LLC

Co-Manager		BBVA Securities Inc.

* * *

The Issuer has filed a registration statement (including the Preliminary Prospectus Supplement and an accompanying prospectus dated December 12, 2019) with the Securities and Exchange Commission (the “SEC”) for the Offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement and the accompanying prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may be obtained from BofA Securities, Inc. by mail at NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, email at dg.prospectus_requests@bofa.com or call toll-free at (800) 294-1322.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.