significant proprietary deal flow from an established network of industry relationships, particularly with financial institutions;

focus on a systematic research process with a disciplined approach to investing; and

superior in-house operating execution.

real estate owners or lenders seeking liquidity;

under-managed or under-leased assets; and

repositioning opportunities.

California

Japan

Hawaii

Washington

Other

Total

Experienced Senior Management Team with Strong Alignment of Interests. Our senior management team has over 125 years of combined real estate experience and has been working together on average for over 15 years. Specifically, our Chief Executive Officer, William McMorrow, has over 30 years of real estate experience, including 22 years at the company, as well as substantial experience as a credit officer for various banking institutions prior to the acquisition of Kennedy-Wilson, Inc. in 1988. Additionally, Mary Ricks, our Executive Vice Chairman and Chief Executive Officer of the commercial investment group has over 23 years of real estate investment and management experience, including 20 years at the company. Members of the executive committee have collectively acquired, developed and managed in excess of $15 billion of real estate investments in the United States and Japan through multiple economic cycles. Our management team, which owns approximately 37% of our outstanding shares, is fully aligned with all of our stakeholders. Furthermore, our Chief Executive Officer and other members of the senior management team also typically contribute personal funds to investments.

Extensive Network of Deep Industry Relationships. We have an established network of long-standing relationships with financial institutions, developers, builders and government agencies that drives significant proprietary deal flow. We have developed these relationships over many years as a result of our long operating history, the significant experience of our senior management team and our local presence and reputation in nearly every major metropolitan market on the West Coast of the United States, as well as in Japan. Also, we recently established operations in Europe through the acquisition of BOI REIM and the establishment of KWE. We believe that our relationship with the Bank of Ireland and our local presence in Europe will facilitate further relationships. Additionally, we have typically developed these relationships through our services platform, where we have conducted business with various divisions of our clients, providing us with significant insight and multiple points of contact. In particular, we have developed strong relationships with a network of financial institutions from which we have directly sourced approximately 80% of our acquisition activity since January 1, 2010.

Proven Track Record. Since 1999, we have successfully liquidated our interests in 94 investments generating a gross IRR of 42% and an equity multiple (excluding our promoted interest) of 1.64x. In addition, we have typically generated a higher return and equity multiple on our invested equity given the structure of our investments, which often entitles us to earn asset, property and/or acquisition fees, together with a promoted interest beyond our ownership percentage upon a sale of the investment.

Investment Discipline and Risk Protection. We maintain a strong culture of investment discipline and risk management. We have engaged in increased investment activity during real estate downturns, when

we believe the best opportunities are available. For example, we and our equity partners purchased over $2 billion of real estate and loans secured by real estate in 2010, resulting in an increase of our investment account from $212 million to $364 million. We also diversify our portfolio by generally investing in smaller transactions. Since January 1, 2010, the more than $2.8 billion of purchases by our equity partners and us were spread over 174 investments (including each individual loan purchased through loan pools), representing an average transaction size of approximately $16 million. Additionally, we implement a rigorous underwriting process on all of our investments that leverages the full capabilities of our combined services and investment platform. We undertake a thorough examination of property economics and ensure that we possess a critical understanding of market dynamics and risk management strategies in order to mitigate risk and enhance our chances for success.

Conservative Balance Sheet. We maintain a conservative balance sheet with significant liquidity and limited near-term maturities. Our experience through multiple real estate cycles drives our strategy of maintaining a flexible balance sheet, which we believe provides us with a competitive advantage under adverse market conditions by allowing us to quickly capitalize on investment opportunities as they arise. As of June 30, 2011, we had a debt-to-capitalization ratio of 19.7%, net of cash, and a net debt to Adjusted EBITDA ratio of 4.2x. In addition, our equity investment account is substantial relative to our debt obligations. As of June 30, 2011, our equity investment account plus cash was $525.3 million while our total debt was $327.6 million. We have utilized our investment account to achieve an equity multiple (excluding our promoted interest) of 1.64x on investments that we have liquidated since 1999. Additionally, as of June 30, 2011, we had $266.2 million of liquidity, comprised of $191.2 million of cash and $75.0 million available under our undrawn revolving credit facility.

Leverage the Full Capabilities of our Platform. The combination of a service business (including auctions) and an investment platform provides significant competitive advantages over other real estate buyers operating stand-alone service or investment-focused firms, which we believe allows us to generate superior risk-adjusted returns. The KW Services and KW Investments segments leverage their respective expertise to originate unique investment opportunities, implement a thorough underwriting process and risk mitigation procedures, and create value through intensive, hands-on management. Specifically, we consistently leverage our property management services business and other locally focused services businesses to gain discreet market information on potential investment opportunities. For example, in February 2010, we acquired a loan pool from a regional bank in an off-market transaction as a result of our long-standing relationship as the regional bank’s leasing and property manager for its entire branch banking network. Also, in 2010, we acquired a multifamily community in the San Francisco Bay area in an off-market transaction as a result of our ongoing role as the manager of the asset.

Maintain Disciplined Acquisition Strategy. We target undervalued investment opportunities where (i) real estate owners or lenders are seeking liquidity, (ii) assets are under-managed or under-leased or (iii) assets can be repositioned. We successfully executed this strategy during the recent downturn by positioning ourselves to be acquisitive when we believed real estate was most undervalued.

Cultivate and Maintain Relationships Throughout Client Organizations. Both our services and investments businesses maintain relationships at all levels of our clients’ organizations. We believe that these relationships provide us with additional insight into opportunities for investment and offer us access to proprietary deal flow. We have been able to access off-market proprietary deals through our long-standing relationships, many of which are with financial institutions. Since January 1, 2010, approximately 80% of our deals have been sourced directly from these relationships with financial institutions.

Invest through Joint Ventures. We typically invest our capital through joint ventures, separate accounts and commingled funds where we are the general partner with ownership interests ranging from 5% to 50%. As discussed above, our equity partners include financial institutions, foundations, endowments, high net worth individuals and other institutional investors. As a general partner we generally oversee the day-to-day operations of our investments and earn asset management and/or property management fees and often earn a promoted interest upon disposition of the investment. Additionally, we typically obtain mortgage debt on our properties with loan-to-cost ratios ranging from 50% to 65% that is generally non-recourse to us and our equity partners. For example, in 2010 we formed a new joint venture platform, which provides for a capital commitment from a joint venture partner in the amount of $250 million, together with our commitment of $28 million. The commitment from the partner includes a three-year investment period and we have the right to earn asset management, property management and acquisition fees, in addition to our pro rata share of cash flow from operations, sales proceeds and a promoted interest above a specified return threshold. As of June 30, 2011, the partner had contributed $208 million of capital into five joint ventures.

Apply Property Management Expertise to Improve Portfolio Operations. We consistently work to increase our portfolio’s operating efficiencies by applying our property management expertise, which we believe enhances the value of our properties and produces more compelling returns for us and our equity partners. Upon acquiring a property we typically assess the need for improvements and will

invest between 5% and 50% of the property value, allowing for further asset appreciation. Additionally, our service capabilities provide us with significant insight into market conditions and trends, which allows us to evaluate and implement the optimal asset management strategy.

Maintain a Flexible Balance Sheet. We intend to maintain moderate leverage at all times given the cyclical nature of the real estate industry and our desire to be nimble and liquid during downturns. We believe such flexibility will allow us to capitalize on attractive investment opportunities. Although our debt-to-book equity increased to 0.91x at June 30, 2011 from 0.63x at June 30, 2010, we remain focused on prudently investing our cash to generate returns that will reduce that multiple.

General

the exchange notes will have been registered under the Securities Act;

the exchange notes are not entitled to any registration rights that are applicable to the outstanding notes under the registration rights agreement; and

the provisions of the registration rights agreements that provide for payment of additional amounts upon a registration default are no longer applicable.

The Exchange Offer

Resale

Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our “affiliate” within the meaning of Rule 405

under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

you are acquiring the exchange notes in the ordinary course of your business; and

you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.

Expiration Date

Withdrawal

Interest on the Exchange Notes and the Outstanding Notes

Conditions to the Exchange Offer

Procedures for Tendering Outstanding Notes

If you hold outstanding notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offer, you must comply with the procedures under DTC’s Automated Tender Offer Program by which you will agree to be bound by the letter of

transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;

you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;

you are acquiring the exchange notes in the ordinary course of your business; and

if you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.

Special Procedures for Beneficial Owners

Guaranteed Delivery Procedures

Effect on Holders of Outstanding Notes

As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of, the exchange offer, we will have fulfilled a covenant under the registration rights agreements. Accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the registration rights agreements. If you do not tender your outstanding notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the indenture under which the outstanding notes were issued, except we will not have any further obligation to you to

provide for the exchange and registration of the outstanding notes and related guarantees under the applicable registration rights agreement. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.

Consequences of Failure to Exchange

U.S. Federal Income Tax Consequences of the Exchange Offer

Use of Proceeds

Exchange Agent

Issuer

Securities Offered

Maturity

Interest Rate

Interest Payment Dates

Guarantees

Ranking

rank senior in right of payment to all of our future subordinated indebtedness;

rank equally in right of payment with all our future senior indebtedness;

be effectively subordinated in right of payment to all of our secured indebtedness to the extent of the value of the assets securing such debt; and

be structurally subordinated in right of payment to all existing and future indebtedness of any of our subsidiaries (other than indebtedness and liabilities owed to us or one of our subsidiaries).

$10 million consisted of secured non-recourse mortgage indebtedness;

$250 million consisted of the outstanding notes; and

we had no indebtedness outstanding under our unsecured revolving credit facility, and would have $75 million of availability thereunder.

Optional Redemption

Fundamental Change

Certain Covenants

incur or guarantee additional indebtedness;

pay dividends or distributions on capital stock or redeem or repurchase capital stock;

make investments;

create restrictions on the payment of dividends or other amounts to us;

sell stock of our subsidiaries;

transfer or sell assets;

create liens;

enter into sale/leaseback transactions;

enter into transactions with affiliates; and

enter into mergers or consolidations.

Book-Entry

No Listing

Statements of Operations:

Revenue

Management and leasing fees

Management and leasing fees–related party

Commissions

Commissions–related party

Sale of real estate

Sale of real estate–related party

Rental and other income

Total revenue

Operating expenses

Commission and marketing expenses

Compensation and related expenses

Merger-related compensation and related expenses

Cost of real estate sold

Cost of real estate sold–related party

General and administrative

Merger-related general and administrative

Depreciation and amortization

Rental operating expense

Total operating expenses

Equity in joint venture income

Interest income from loan pool participations and notes receivable

Operating income (loss)

Non-operating income (expense)

Interest income

Interest income–related party

Remeasurement gain

Gain on early extinguishment of mortgage debt

Loss on early extinguishment of corporate debt

Interest expense

Other than temporary impairment

Income (loss) before (provision for) benefit from income taxes

(Provision for) benefit from income taxes

Net income (loss)

Net income attributable to the noncontrolling interests

Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.

Cash flow (used in) provided by:

Operating activities

Investing activities

Financing activities

Balance Sheet Data:

Cash and cash equivalents

Total assets

Total debt

Total Kennedy-Wilson Holdings, Inc. stockholders’ equity

Other Selected Data:

EBITDA⁽¹⁾

Adjusted EBITDA⁽²⁾

Investment Account⁽³⁾

Certain Pro Forma Financial Ratios⁽⁴⁾:

Ratio of Adjusted EBITDA less our share of joint venture interest expense / corporate interest expense⁽⁵⁾

Net income (loss)

Add back:

Interest expense

Kennedy-Wilson’s share of interest expense included in investment in joint ventures and loan pool participations

Depreciation and amortization

Kennedy-Wilson’s share of depreciation and amortization included in investment in joint ventures

Write-off of unamortized beneficial conversion on extinguishment of corporate debt

Income taxes

EBITDA

Add back:

Merger related and other deal expenses⁽¹⁾

Non-cash stock compensation expense⁽²⁾

Adjusted EBITDA