ITEM 8.01 OTHER EVENTS

On March 14, 2013, Kennedy-Wilson Holdings, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the "Underwriters"), relating to the public offering of 9,000,000 newly issued shares of the Company's common stock pursuant to the Company's registration statement on Form S-3 (File No. 333-184752). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters the option, exercisable for 30 days after the date of the Underwriting Agreement, to purchase up to 1,350,000 additional newly issued shares of the Company's common stock.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No. Description 1.1 Underwriting Agreement, dated as of March 14, 2013, between Kennedy-Wilson Holdings, Inc., and, as representatives of the underwriters named therein, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC 5.1 Opinion of Latham & Watkins LLP 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1)

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