Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 15, 2023

Five Point Holdings, LLC

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-38088	27-0599397
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2000 FivePoint 4^th Floor Irvine California		92618
(Address of Principal Executive Offices)		(Zip Code)

(949) 349-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Class A common shares

FPH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 15, 2023, Five Point Holdings, LLC (the “Company”) announced the appointment of Kim Tobler as Chief Financial Officer, Treasurer and Vice President of the Company, effective immediately. Mr. Tobler, 64, has served as Vice President – Treasury and Tax of the Company since 2016. Mr. Tobler is an experienced executive with over 35 years of experience in tax, financial reporting, and corporate finance, primarily in the real estate sector. He was a tax partner at Ernst & Young LLP from 2008 to 2016 and previously from 1995 to 2003. From 2003 to 2008, he worked at the Irvine Company as Senior Vice President – Finance and Reporting. Mr. Tobler holds a B.S. and a Master’s degree in Accounting from Brigham Young University.

Concurrent with the appointment of Mr. Tobler, the Company also announced that Leo Kij, the Company’s Interim Chief Financial Officer, would be transitioning into a role as Vice President – Financial Reporting of the Company, effective immediately.

Mr. Tobler has no family relationship with any director, executive officer or person nominated to become a director or executive officer of the Company. Mr. Tobler has not engaged in any transactions with the Company that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed. There are no arrangements or understandings between Mr. Tobler and any other person pursuant to which he was appointed as the Company’s Chief Financial Officer, Treasurer and Vice President.

Item 7.01.

Regulation FD Disclosure.

A copy of the Company’s press release dated September 15, 2023, relating to the announcement described in Item 5.02, is furnished as Exhibit 99.1 to this Form 8-K.

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


99.1		Press Release dated September 15, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


FIVE POINT HOLDINGS, LLC

By:		/s/ Michael Alvarado
Name:		Michael Alvarado
Title:		Chief Legal Officer, Vice President and Secretary

Date: September 15, 2023

Exhibit 99.1

Five Point Holdings, LLC Announces Appointment of Kim Tobler as Chief Financial Officer

September 15, 2023

IRVINE, Calif.—(BUSINESS WIRE)— Five Point Holdings, LLC (“Five Point” or the “Company”) (NYSE:FPH), an owner and developer of large mixed-use planned communities in coastal California, today announced the appointment of Kim Tobler as Chief Financial Officer, Treasurer and Vice President of the Company, effective immediately.

Mr. Tobler is an experienced executive with over 35 years of experience in tax, financial reporting, and corporate finance, primarily in the real estate sector. He has served as the Company’s Vice President – Treasury and Tax since 2016. Prior to that, he was a tax partner at Ernst & Young LLP from 2008 to 2016 and previously from 1995 to 2003. From 2003 to 2008, he worked at the Irvine Company as Senior Vice President – Finance and Reporting. Mr. Tobler holds a B.S. and a Master’s degree in Accounting from Brigham Young University.

Dan Hedigan, Chief Executive Officer of Five Point, said, “I am excited to announce Kim’s appointment to the role of Chief Financial Officer. Kim has extensive experience in real estate finance, particularly with respect to master planned community developers. He has been a valued member of the senior management team at Five Point for many years and has also worked closely with our Audit Committee and Board of Directors during that time. Kim’s deep understanding of the Company’s business and his broad real estate and development experience will allow him to help lead the Company in executing on its business plan. Among other things, he will be focused on managing the Company’s debt structure and cash flows in order to drive shareholder value and position the Company for future growth.”

Also on September 15, 2023, the Company announced that Leo Kij, the Company’s Interim Chief Financial Officer, would be transitioning into a role as Vice President – Financial Reporting of the Company, effective immediately.

Mr. Hedigan said, “We are deeply appreciative of Leo’s willingness to serve the Company as Interim Chief Financial Officer and for all of the contributions he has made to the Company in various roles over the past 14 years. He has been integral to establishing the Company’s strong financial reporting structure and has developed a highly skilled and efficient team. We are very grateful that Leo will continue his valuable work here at Five Point.”

About Five Point

Five Point, headquartered in Irvine, California, designs and develops large mixed-use planned communities in Orange County, Los Angeles County, and San Francisco County that combine residential, commercial, retail, educational, and recreational elements with public amenities, including civic areas for parks and open space. Five Point’s communities include the Great Park Neighborhoods^® in Irvine, Valencia^® (formerly known as Newhall Ranch^®) in Los Angeles County, and Candlestick^® and The San Francisco Shipyard^® in the City of San Francisco. These communities are designed to include approximately 40,000 residential homes and approximately 23 million square feet of commercial space.

Contact for Information:

Investor Relations:

Kim Tobler, 949-613-4251

kim.tobler@fivepoint.com

Media:

Eric Morgan, 949-349-1088

eric.morgan@fivepoint.com

Document and Entity Information	Sep. 15, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001574197
Document Type	8-K
Document Period End Date	Sep. 15, 2023
Entity Registrant Name	Five Point Holdings, LLC
Entity Incorporation State Country Code	DE
Entity File Number	001-38088
Entity Tax Identification Number	27-0599397
Entity Address, Address Line One	2000 FivePoint
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	(949)
Local Phone Number	349-1000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A common shares
Trading Symbol	FPH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false