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.

Investment in joint ventures

Real estate

Mortgage debt

Notes receivable

Loan pool participations

Marketable securities

Total

Western United States

Japan

United Kingdom and Ireland

Other

Total

Transaction experience: Our Executive Committee has more than 125 years of combined real estate experience and has been working and investing together, on average, for over 15 years. Members of the Executive Committee have collectively acquired, developed and managed in excess of $20 billion of real estate investments in the United States, the United Kingdom, Ireland and Japan throughout various economic cycles, both at our company and throughout their careers.

Extensive relationship and sourcing network: We leverage our services business in order to source off-market deals. In addition, the Executive Committee and our acquisition team have transacted deals in nearly every major metropolitan market in the Western United States, as well as in the United Kingdom, Ireland and Japan. Their local presence and reputation in these markets have enabled them to cultivate key relationships with major holders of property inventory, particularly financial institutions, throughout the real estate community.

Structuring expertise and speed of execution: Our prior acquisitions have taken a variety of forms, including direct property investments, joint ventures, participating loans and investments in performing and non-performing mortgages. We believe that we have developed a reputation for being able to quickly execute, as well as originate and creatively structure, acquisitions, dispositions and financing transactions.

Vertically integrated platform for operational enhancement: We have approximately 300 employees in both KW Investments and KW Services, with 24 regional offices throughout the United States, the United Kingdom, Ireland, Spain and Japan. Our geographically diversified business model is aimed at successfully weathering real estate cycles. We have a hands-on approach to real estate investing, and we possess the local expertise in property management, leasing, construction management, development and investment sales, which, we believe, enables us to invest successfully in selected submarkets.

Risk protection and investment discipline: We underwrite our investments based upon a thorough examination of property economics and a critical understanding of market dynamics and risk management strategies. We conduct an in-depth sensitivity analysis on each of our acquisitions. Our analysis applies various economic scenarios that include changes to rental rates, absorption periods, operating expenses, interest rates, exit values and holding periods. We use this analysis to develop our disciplined acquisition strategies.

Real Estate. The acquisitions by us and our equity partners included approximately $969.1 million of income-producing real estate assets. We invested approximately $80.4 million of our equity in vehicles that acquired these real estate assets and have a weighted average ownership interest of 38% in the assets. The underlying

assets are located primarily in the Western United States (68% in terms of our invested equity) and Ireland (32% in terms of our invested equity) and include seven multifamily properties with 1,961 units and 11 commercial properties totaling 2.0 million square feet.

Loans. The acquisitions by us and our equity partners also included approximately $563.6 million aggregate unpaid principal balance of loans. These loans are secured by 108 properties located in the Western United States and Ireland and were acquired at an average discount of 20% to their unpaid principal balance (weighted based on our equity invested). In addition, we and our equity partners originated a loan of $8.6 million at a 10.8% interest rate. We invested approximately $95.2 million of our equity in the above in loans for a weighted average ownership interest in these loans of 49%.

In connection with a private placement, we entered into a registration rights agreement with the purchasers of the outstanding notes in which we agreed, among other things, to use our reasonable best efforts to cause the exchange offer described in this prospectus to be consummated on the earliest practicable date after the registration statement of which this prospectus forms a part has become effective, but in no event later than July 5, 2013. You are entitled to exchange in the exchange offer your outstanding notes for exchange notes, which are identical in all material respects to the outstanding notes except:

•   the offer and sale of 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 agreement that provide for payment of additional amounts upon a registration default are no longer applicable.

We are offering to exchange up to $100,000,000 aggregate principal amount of our 8.750% Senior Notes due 2019 and the related guarantees, the offer and sale of which have been registered under the Securities Act, for any and all of our outstanding 8.750% Senior Notes due 2019 and the related guarantees.

Outstanding notes may be exchanged only in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

Subject to the satisfaction or waiver of specified conditions, we will exchange the exchange notes for all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration of the exchange offer.

•   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.

If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.

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 an “affiliate” of ours or of any guarantor 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 or other trading activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.

We issued $200.0 million aggregate principal amount of its 8.750% Senior Notes due 2019 on April 5, 2011 and an additional $50.0 million aggregate principal amount of such notes on April 12, 2011, which notes we refer to as the initial notes. In February 2012, we consummated an exchange offer pursuant to which all initial notes were exchanged for registered notes, which we refer to as the initial exchange notes.

The exchange notes will be fungible with the initial exchange notes and will be treated as a single series with the initial exchange notes and any outstanding notes under the indenture governing the same. Holders of the exchange notes, the outstanding notes and the initial exchange notes will vote as one class under the indenture.

The exchange notes will be our senior unsecured obligations and will:

•   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 that do not guarantee the notes.

As of September 30, 2012, on a pro forma basis after giving effect to the issuance and sale of $55.0 million aggregate principal amount of the 2042 notes in November and December 2012 and the issuance and sale of $100.0 million aggregate principal amount of the outstanding notes, after deducting discounts and commissions and estimated offering expenses:

•   we and our subsidiaries that are guarantors would have had approximately $409.4 million of total senior indebtedness outstanding, of which:

•   $4.4 million would have been secured non-recourse mortgage indebtedness; and

•   $405.0 million would have been senior unsecured indebtedness, consisting of the outstanding notes, $250.0 million aggregate principal amount of the initial exchange notes and $55.0 million aggregate principal amount of the 2042 notes; and

•   we would have no indebtedness outstanding under our unsecured revolving credit facility and would have $100 million of availability thereunder.

As of September 30, 2012, we had $40.0 million of subordinated indebtedness consisting entirely of our junior subordinated debentures due 2037, which we refer to as the “2037 debentures.”

In addition, as of such date, we and the guarantors had $29.4 million aggregate principal amount of guarantees that we and our guarantors provided in connection with loans secured by assets held in various joint ventures that have recourse to us and our guarantors.

For the nine months ended September 30, 2012 and the year ended December 31, 2011, the revenues of our non-guarantor subsidiaries constituted approximately 50.0% and 54.7%, respectively, of Kennedy-Wilson Holding’s consolidated revenues, and the operating income of our non-guarantor subsidiaries for those periods was approximately $10.4 million and $23.9 million, respectively. As of September 30, 2012, the total assets of those subsidiaries constituted approximately 14.5% of Kennedy-Wilson Holding’s consolidated total assets, and those subsidiaries had $26.4 million of secured non-recourse mortgage indebtedness, of which none has recourse to us. However, these figures are as of September 30, 2012 and do not reflect transactions that we have entered into after that date or future transactions that we may enter into. Depending on the particular terms of any acquisition or other transaction that one or more of our subsidiaries may enter into, those subsidiaries may not be required by the terms of the indenture governing the notes to guarantee the notes. Accordingly, these figures may fluctuate from time to time, and these figures may increase or decrease materially in future periods. For example, the instruments governing our acquisitions (such as the relevant loan agreement, or the terms of the relevant partnership agreement,

At any time prior to April 1, 2015, we may redeem the notes, in whole or in part, at a price equal to 100% of the principal amount, plus an applicable “make-whole” premium and accrued and unpaid interest, if any, to the redemption date, as described under the caption “Description of the Notes—Optional Redemption.”

At any time and from time to time on or after April 1, 2015, we may redeem the notes, in whole or in part, at the redemption prices specified under the caption “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the date of redemption.

Until April 1, 2014, we can choose to redeem the notes in an amount not to exceed in aggregate 35% of the original principal amount of the notes and any other additional notes issued under the indenture with money we or Kennedy-Wilson Holdings, Inc. raise in certain equity offerings as described under the caption “Description of the Notes—Optional Redemption.”

The indenture governing the exchange notes contains covenants that limit our ability and the ability of certain of our subsidiaries to:

•   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 the 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.

However, these limitations are subject to a number of important qualifications and exceptions. See “Description of the Notes – Certain Covenants.”

Statement of Operations:

Revenue

Management and leasing fees

Management and leasing fees—related parties

Commissions

Commissions—related parties

Sale of real estate

Sale of real estate—related parties

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 parties

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 (loss) income

Non-operating income (expense)

Interest income

Interest income—related parties

Remeasurement gain

Gain on sale of marketable securities

Realized foreign currency exchange loss

Gain on early extinguishment of mortgage debt

Loss on early extinguishment of corporate debt

Interest expense

Other than temporary impairment

(Loss) income from continuing operations before benefit from (provision for) income taxes

Benefit from (provision for) income taxes

Income (loss) from continuing operations

Discontinued operations

Income from discontinued operations, net of income taxes

Gain (loss) from sale of real estate, net of income taxes

Net (loss) income

Net loss attributable to the non-controlling interests

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

Statement of Cash Flow Data:

Cash flow (used in) provided by:

Operating activities

Investing activities

Financing activities

Balance Sheet Data⁽¹⁾:

Cash and cash equivalents

Investment Account⁽²⁾⁽¹⁾

Total assets

Total debt

Total Kennedy-Wilson Holdings, Inc. stockholders’ equity

Other Selected Data:

EBITDA⁽³⁾