Good morning everyone, and welcome to Kennedy-Wilson’s Third Quarter 2017 Earnings Call and Webcast. All participants will be in a listen-only mode. [Operator Instructions] After today's presentation, there will be opportunity to ask questions. [Operator instructions] Please also note that today’s event is being recorded. At this time, I would now like to turn the conference call over to MR. Daven Bhavsar, Director of Investor Relations. Sir, please go ahead.

Thank you. Good morning. This is Daven Bhavsar and joining us today are Bill McMorrow, Chairman and CEO of Kennedy-Wilson; Mary Ricks, President and CEO of Kennedy-Wilson Europe, Matt Windisch, Executive Vice President of Kennedy-Wilson and Justin Enbody, Chief Financial Officer of Kennedy-Wilson. Today’s call is being webcast live and will be archived for replay. The replay will be available by phone for one week and by webcast for three months. Please see the Investor Relations section of Kennedy-Wilson's website for more information. On this call, we will refer to certain non-GAAP financial measures including adjusted EBITDA and adjusted net income. You can find a description of these items, along with the reconciliation of the most directly comparable GAAP financial measures and our third quarter 2017 earnings release, which is posted on the Investor Relations section of our website. Statements made during this call may include forward-looking statements. Actual results may materially differ from the forward-looking information discussed on this call due to a number of risks, uncertainties and other factors indicated in reports and filings with the Securities and Exchange Commission. I would now like to turn the call over to our Chairman and CEO, Bill McMorrow.

Thanks, Daven. Good morning everybody and thank you for joining us today. This is our first call since closing our merger with Kennedy Wilson Europe Real Estate Plc, which is truly a historic moment for us. Given that the merger officially closed after the quarter end on October 20, this earnings release is a bit unique. I will first review our financial results for the third quarter, which includes our 23.8% ownership of KWE as of September 30. I’ll then focus the remainder of the call discussing the merger reviewing the combined portfolio and focusing in on our strategy on a go forward basis, which includes growing our recurring property cash flow and our investment management and fee business and continuing to sell our non-core assets. So, starting with our reported financial results in the third quarter, we reported a GAAP net loss of $0.08 per diluted share, which is after non-cash charges for depreciation and amortization of $0.30 per share, compared to a loss of $0.03 in 2016. Adjusted EBITDA was $76 million for the quarter, compared to a $88 million in 2016 and adjusted net income was $35 million in the period compared to $45 million in 2016. Our financial results are driven by both recurring income in our portfolio and gains on transactions which can fluctuate during any particular quarter. In Q3, our share of property NOI increased by $7 million to $69 million, an increase of 11%. This was offset by a decrease in gains of $19 million from the third quarter of last year due to lower quarterly transactional volume. For the year, our adjusted EBITDA is up 9% to $255 million and adjusted net income is up 2% to $129 million. Looking forward, based on expected Q4 gains, as well as the additional recurring…

[Operator Instructions] Our first question today comes from Craig Bibb from CJS Securities. Please go ahead with your question.

Great. First off, congratulations on completing the merger, raising the dividend and realizing $100 plus million gain on two asset sales. So, fantastic.

Thanks, Craig.

Can you talk – I mean, you did – Bill you talked about your opportunities post deal, but, I think in the UK and Ireland cycle are in a different place than the U.S. cycle and maybe talk about where the better opportunities are, the relative opportunities?

Well, I’ll let Mary, Craig talk about her views about the United Kingdom and Ireland in terms of the opportunities there and then I’ll come back to the U.S.

Hi, Craig. Thanks for the question. We are super focused right now as Bill said in his discussion on the multi-family, PRS sector and we are growing quite a bit of just our own organic growth through our development assets. So, I would say, our focus right now remains in Ireland which is an underserved residential community. We’ve got quite a lot under development. We just got planning permission for Clancy 3, which is built, that will be the largest Irish multi-family asset in the whole country and its super high-quality. So we continue to grow our PRS portfolio. In Ireland, we are focused now on looking at opportunities in the UK, on the pure res sector as well. There is quite a lot of capital looking at that sector. So we feel like, with our U.S. style with the amenities and the different things that we’ve brought to the table to Ireland, we are going to do the same thing in the UK. So we are pretty focused on that sector and there is a bunch of other value-add opportunities that we are looking at as well in both Ireland and the UK.

Yes, I think, Craig, I am going to talk about the U.S. in a second, on – in the Western U.S., but in virtually every market that we are in, there is a housing shortage relative to the population growth. And for example, in Ireland, these are public numbers. They have – the government has stated that they need to be producing 25,000 homes a year to keep up with the demand. But there is a fraction of that actually being produced right now. And interestingly, that same dynamic exists in literally almost every market that we are in and so, then when you think about the Western U.S., what we been doing, Rock Creek is somewhat of an example, but we are selling another asset right now that was built in the 60’s. And we are taking the proceeds of that and redeploying that into four new assets that have an average age of 2007 and two of those assets, actually three of them are in Portland and one is in the Greater Seattle market. And so, one of the markets that we like very much in the Western U.S. right now in addition to Seattle was the Portland market and that market is starting to take on many of the characteristics that you’ve seen develop over – up in Seattle. And remember too, we are not any newcomer to the Pacific Northwest. We made our first investment in the Seattle market well before it became in favor and I think that our first investment that we made up there was roughly 2008, 2007. And so, we really like the Portland market and we continue to like the Seattle market. Also I was at, earlier this week in San Francisco where we own two of the larger communities in the East Bay, one is called Bella Vista which is a 1000 unit property and the other is in Pittsburg California, it’s a 500 plus unit property. And the rent growth that we are continuing to experience is well above some of those numbers that I quoted to you that other multi-family REITs are experiencing. So there continues to be growth opportunities in the Western United States. And then the last thing I would mention to you of course is this vintage platform.

Okay.

And Vintage which we own 62% of, is just been a terrific investment for us and it really it feeds in to what’s happening demographically to the population. So, vintage is geared towards senor housing that’s people that are over 55 and older and to what I call the affordable market. But when you talk about affordable and you are doing it in areas where there is a high median income it allows you to actually build what would look like almost a market rate building and so, we have plenty of opportunities to deploy capital into the platform that Mary was talking about and also into the Western U.S.

Okay, in the supplement, it looks like the vintage pipeline is growing. Could you give us some color around that?

Yes, I am going to let Matt talk to that Craig.

Hey, Craig. Yes, so, we’ve had a real focus on trying to grow that vintage platform given some of the dynamics Bill is just mentioning. So, we’ve been fortunate enough to tie-up another four or five sites in the past three to six months that were – in many cases, has fully entitled and we are starting the building process and in some cases, we are still working through the entitlement. And that’s going to yield an additional 1000 units beyond what we had a couple quarters ago. And it’s a combination of senior and also the affordable, both of which we think are very important demographics for us to focus on.

I think too, Matt, the other thing, Craig about the vintage business that – to me, I think it’s important probably to understand is that, the principles that are running that business have been with the founders and have been running that business now for close to 17 years. And their ability to construct and build on-time in these markets is as good as anybody I’ve ever seen. And so they’ve got a great ability to execute on the strategy and everything that we own in that vintage portfolio that’s finished right now is something that they built ground up.

Okay. And then, just maybe go to the top of mind question for lot of your shareholders and you guys too, I think everyone is frustrated with the gap between your share price and NAV.

Yes.

And, maybe you could talk about what’s the game plan for reducing that gap and what isn’t on the table or what is on the table?

Well, I think the game plan is to continue obviously – look, I think – I am self-congratulating us. But I think we have accomplished a lot in the last six or seven years in terms of growing the business. I do believe without getting into all the details, but the merger causes many technical issues in both stocks as the hedge funds came into KWE and shorted KW. And so, I think, as you’ve seen here the last week-and-a-half or so since that merger was completed, that the volumes, the daily volumes have been large including, I think the day before the transaction closed the volume on a combined basis involving on the stocks was over 20 million shares. And so, in our view, you would all know better, but we’ve got to kind of let this kind of play through here in the next couple of weeks. And then, I think as everybody gets to a clearer understanding of the – what I would call the obvious benefits of having financial benefits of completing this merger and we are going to do everything we can here between now and the end of the year to talk to as many people as we can one-on-one, so that we can explain to them what the new company looks like today and going forward.

And just to add to that, we are going to really focus on investor outreach. We are going to be at NARIET next week. We are going to be on the road really out there telling the story and meeting with new shareholders and trying to drive value that way as well.

And, if we get into 2018, the gap is still there with a share buyback beyond the table at that point?

Well, look, I think that’s something we need to discuss with our Board. We still have some gas in the tank from what we put in place last year. But, that’s clear, we have a lot of flexibility now allocating capital. And so, that’s just another part of the investment decision that we’ll make. Is it better to deploy your capital into an income-producing asset, is it better to put it into the stock buyback and so on and so forth. And so, it clearly is part of the investment decision but the great thing that we have now going forward, as I said, when you look at it as we got a much stronger balance sheet, we’ve got, starting January 1, a high-quality diversely located asset base that is producing substantial recurring income that we can now make these investment decisions out of. And as I’ve said a couple of times in my presentation, we are going to be generating significant cash proceeds from the sale of these non-core assets. And obviously, we are going to be given that levels of liquidity that we have, we are going to be having to figure out where to put that though.

And Craig, this is Justin. Lastly I would say, as you saw in those scripts, as a net seller, we were still able to generate an additional $12 million of NOI. So I really think as we continue to work through our non-income producing portfolio and adding NOI, ultimately, we believe the shareholders are just going to see that value and hopefully that will have a huge positive impact as well.

Great. Okay, and then congratulations on a very eventful year so far.

Thanks, Craig.

Our next question comes from Vincent Chao from Deutsche Bank. Please go ahead with your question.

Hey, good morning everyone. Hey, Bill, appreciate your comments on the strategy going forward here. It just sound similar to sort of what we’ve been hearing over the last several years. But I was just curious, post-merger, at the ground level, is there really anything that’s different in how the business is being run pre and post? And maybe its priorities or something like that, anything have shifting to it?

Well, no priorities have shifted. And as I said, the very unique thing about this transaction is, I think everybody knows, KWE was an externally managed vehicle that all the employees that were managing that entity were KW people. And so, unlike many acquisitions that are done, there were no - there was no people integration that needed to happen. Everybody is still doing exactly the same thing that they were doing before. And we were able to merge or if you will into a company that Mary has been running since inception, that we know every asset cold. And so there was no ability to be surprised either on the people side, or on the asset side. And so, then, I think you just simply look at the markets, well, I would say, two things, then you have to look at our historical track record, in my opinion, which in Mary and my cases is over 25 years here at this company. And so, and I think, by any measure, if you look at what’s happened over the last seven or eight years, the management team has done a fantastic job of growing this business in a prudent way. And so, there are no management changes. There are no priority changes. We are just going to continue to grow the business and make sound the best of our ability, sound, risk-adjusted investment decisions for the long-term. Not for one quarter or two quarters, but for the long-term. And I think that is really what you have to look at is, how are these people running the business for the long-term, not for one quarter or two quarters.

Okay. And thanks for that. Just on the non-core assets and monetization of $400 million of proceeds that you are expecting from that pool, how quickly do you think will be able to achieve that level of proceeds?

It’s just a constant process. I mean, this quarter alone, by numbers, we are probably going to sell about 15 to 20 of those and remember, and Mary, you can talk about this more if you want, but when we bought these two larger portfolios in Europe, starting in 2014, one of them was $800 million of value. With that came, probably close to 50 to 75 assets that were valued at – we bought it from an insurance company that came with it, 50 to 75 assets that were valued at between 5 million and 10 million sterling. And as we’ve said on prior calls, there is a very, very liquid market for those assets, but you got to make sure you get your arms around them before you sell them. And so, there is a lag time, but we don’t just buy the portfolio and then turnaround and start selling those assets. You got to make sure you know what you’ve got. And so, it’s a process, I would say that within the next 24 months, two years, we will have liquidated most of the non-core assets.

Okay. And thanks. And then, just in terms of opportunities in the cycle and some of those questions that we’ve talked about here, clearly in the U.S., the apartment cycle is slowing. And you guys are still outperforming in general. But I was just curious, I mean, the real shortage in the U.S., I am not quite sure about in the Europe, but the real shortage seems to be on the affordable side from a supply perspective and you obviously have the – a business in that fits that, Bill. I was curious going forward, do you think that’s the bigger opportunity?

I think that’s clearly a major opportunity. We are very fortunate to have that management team and the skill sets that they have – and again, they are almost all and their assets are all in the Western United States. And basically the same markets that we do market rate purchases in. And so, the other great thing that’s happened is that the – there is a very – I am not sure I love the word, but there is a very synergistic complementary working relationship that our market rate, people led by Kurt Zech and Mike Gancar and Ryan Patterson in the vintage portfolio. They are working together every week of sourcing opportunities both in the affordable and the senior and in the market rate. And then, also using, as I said earlier, their long 17 year history of building things on-time, on-budget to look at things that we may also do. So, I don’t think there is any shortage of opportunities either in – in all of three, on those categories, and you also remember too that, we are buying an apartment building right now in Downtown Portland. But, it’s a very high-quality, surprisingly, recently constructed building built in the last ten plus years, but there is actually a value-add component to it. We feel that there is some things that need to be done to the leasing office, the fitness center, the unit themselves that are going to produce above market growth rates and income in that property. You might say to yourself, well, gee, that’s a building that’s already been standing there. Somebody has been running and so on and so forth. But, we look at that asset very differently than the state is in today. So, I don’t think over the years, now, like I said that 25 plus years that Mary and I have been here at Kennedy Wilson that there has ever been a shortage of investment opportunities. It generally has been that we’ve been more capital constrained during that period of time. And so, this merger and the things that we are doing on the third-party capital raising put us in a very different position than we were before the merger.

Okay. And thank you.

Our next question comes from Alan Parsow from Elkhorn Partners. Please go ahead with your question.

Bill, we will congratulate you on the quarter and we were talking about the acquisition and the completion of it, you haven’t talked at all about the synergies that might occur through this either through an accounting or otherwise. Can you just touch on them for a minute?

Yes, thanks, Alan. I’ll let Matt answer that question.

Sure, Alan, there are some synergies that we had mentioned during the kind of the merger road show, but in particular, obviously having one public company as opposed to two there is a lot of public company costs. We are going to – that we’ll be able to eliminate. We’ll have one listing. So all the LSE cost will go away as well as we are going to have – obviously, we have one line of credit now, as opposed to two. So there will be unused fees, origination fees that we’ll save. And then, there will be some technology savings as well between the two companies as we really merge all the system. So there will be some level of synergies, but for us, the key is really the increase in cash flow of $100 million per year we are getting. So, to give you a sense, the synergy level is probably somewhere around $10 million is our guess on many of these.

Okay, thank you.

[Operator Instructions] Our next question comes from Tanya Kovacheva from Bank of America. Please go ahead with your question.

Hi, thank you. So, I was wondering, going forward, how are you going to be financing yourself? So for example, if we need to issue debt, would you prefer to issue from Kennedy Wilson Europe, because it’s still investment grades or will you be financing it through the U.S. entities?

Sure, this is Matt, so I think, we have certainly flexibility to issue debt both secured and unsecured debt in the U.S. and Europe and that was really another key to the merger as having that flexibility to source our capital in the most efficient way possible. And so, I think it’s great to have the investment-grade rating of KWE maintained have that as a possibility. We also, obviously just announced the financing on Clancy where we locked in seven year fixed rate financing at just over 2%. And in the U.S., we are paying off our most expensive debt here in December and so we feel like we have great flexibility, a stronger balance sheet and really the ability to allocate our financing dollars where we see best.

I think, Matt, just to amplify slightly here, the – if you think back to our first bond offering, that we did in 2011, the interest rate on that was almost 9%. And obviously, and we’ve been able, over this whole period of time we continued to reduce our cost of debt. And the kind of the last vestige of this is that, piece of preferred, the $55 million of preferred which carries a 7.75% rate that we are paying off here in December. And so, we’ve been very, very meaningfully reducing our cost to capital over the last, particularly in the last three years as the credit quality of the company continues to improve.

So, just to clarify, if on the Kennedy Wilson U.S. level, you need some debt for some investment, you would consider issuing it from Kennedy Wilson, because it would be cheaper and then upstreaming the cash?

I don’t think we are making any statement like that, at all. All we are – I am saying is, is that that, we obviously look at every option that’s available to us, but we are not making it like a statement that if we need debt, we are going to issue in Europe. I am not sure, that’s what’s you are asking. But we look at every alternative and I think that, with Clancy, financing is a good example. That Clancy financing was done by a U.S.-based insurance company. And so, but that was – but we did it in Ireland. And so, the great thing about the platform that we have right now is that we are going to look at all of these global opportunities that we’ve got and obviously, if you look at our line of credit, which was led by Bank of America and JP Morgan and Deutsche Bank and the U.S. Bank, we’ve got a banking system set up that gives us a good view and all possible credit opportunities.

And just lastly, Tanya, we are seeing, on the secured mortgage debt, we are seeing margins come in quite a lot. So we are looking at all kinds of opportunities to Refi and lock-in double-digit cash and cash returns like we’ve done on Clancy. So, to Matt’s point and Bill’s point, the flexibility remains, not only on where we are issuing, but that also on secured versus unsecured.

But I think Mary is making another very good point to make sure everybody understands the math. Our strategy has been, even though the short-term interest rates present a better opportunity for borrowing cost today than the longer rates, we are always attempting to lock-in our spreads. And so, when you look at our existing debt that we have in the company, both unsecured and secured, probably, 75% to 80% of that is either fixed or at hedged. And so, that will always be our strategy that we don’t want to take real any meaningful amounts of interest rate risk in our portfolio. And even though, we do have a view, that short-term interest rates are going to stay low for quite an extended period of time, we are actually managing the business in the opposite way.

And to give you some exact stats, we’ve got 80% of our debt is either fixed or hedged against increases in long-term interest rates and the average duration on our debt is just about 6.5 years on average across the portfolio and the average cost of borrowing currently is 3.8%, but that’s going to go down once we pay-off the 7.75% paper.

Okay, and just the last thing if I may, for Kennedy Wilson, Europe, before there was a guidance that LTV being up to like 45% to 50% if you are going to stay.

I mean, I think, we are comfortable. We are not big leverage users. So, I think we are comfortable with where our leverage is today, but obviously, we are looking at things now as a combined company. But, I would say, where our leverage points are now, it’s where we feel pretty comfortable in that range.

Okay, thank you.

Thank you.

And ladies and gentlemen, we’ve reached the end of today’s question and answer session. At this time, I’ll be turning the conference call back over to Bill McMorrow for any closing remarks.

Okay, well, I would just thank everybody, as I hope I always do for your support and we will be talking to anybody that wants to talk to us going forward here about what the merger and its benefits look like. And so, we look forward to talking to you in the future. Thank you very much.

Ladies and gentlemen, that does conclude today’s conference call. We do thank you for attending today’s presentation. You may now disconnect your lines.