By Lisa Kerner
Charlotte, N.C., Sept. 9 - Prospect Acquisition Corp. announced it will acquire Kennedy-Wilson, Inc. in a deal that values Kennedy Wilson at $293.7 million.
Kennedy Wilson shareholders will receive 3.8031 shares of Prospect common stock for each share of Kennedy-Wilson common stock held, according to an 8-K filed with the Securities and Exchange Commission.
Preferred stockholders of Kennedy-Wilson will receive 105.6412 shares of Prospect common stock for each preferred share outstanding, for a total consideration of 26 million shares of Prospect common stock.
An additional 4 million restricted shares of Prospect common stock will be issued to Kennedy-Wilson management under an equity compensation plan that requires stockholder approval.
"This merger will allow us to significantly enhance our resources, capabilities and momentum in the real estate investment management space," said Kennedy Wilson chairman and chief executive officer William J. McMorrow.
Kennedy-Wilson will operate as Kennedy-Wilson Holdings Inc., a Prospect subsidiary.
The transaction is expected to close on or before Nov. 14.
Deutsche Bank Securities Inc. and Berkshire Capital Securities LLC are advising Kennedy Wilson on the transaction. Prospect is being advised by Citigroup Global Markets Inc. and De Guardiola Advisors.
Kennedy Wilson is a vertically integrated real estate investment and services company with its headquarters in Beverly Hills, Calif.
Prospect is a Naples, Fla., special purpose acquisition company.
| Acquirer: | Prospect Acquisition Corp.
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| Target: | Kennedy-Wilson, Inc.
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| Announcement date: | Sept. 9
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| Price per share: | 3.8031 shares of Prospect common stock
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| Expected closing: | Nov. 14, 2009
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| Stock price for acquirer: | Amex: PAX: $9.79 on Sept. 8
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| Stock price for target: | Pink sheets: KWIC: $33.50 on Sept. 8
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