Current Report Filing (8-k)
October 02 2017 - 4:32PM
Edgar (US Regulatory)
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
October 1, 2017
Date of report (date of earliest event reported)
FIVE POINT
HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
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Delaware
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001-38088
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27-0599397
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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25 Enterprise, Suite 300, Aliso Viejo, California
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92656
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(Address of principal executive offices)
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(Zip Code)
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(949)
349-1000
(Registrants 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 (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 1.01
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Entry Into a Material Definitive Agreement.
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The information set forth in Item 8.01 of
this Report is incorporated herein by reference.
Item 1.02
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Termination of a Material Definitive Agreement.
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The information set forth in Item 8.01
of this Report is incorporated herein by reference.
On October 1, 2017, Five Point Holdings, LLC (the
Company) converted its subsidiary, Five Point Operating Company, LLC, from a Delaware limited liability company to a Delaware limited partnership, named Five Point Operating Company, LP (the Operating Company). In connection
with the conversion, the Company and its wholly owned subsidiary, Five Point Opco GP, LLC (Five Point GP), entered into the Limited Partnership Agreement of Five Point Operating Company, LP, dated as of October 1, 2017 (the
Operating Company LPA), with LenFive Opco GP, LLC (LenFive GP), LenFive Sub Opco GP, LLC (LenFive Sub GP) and the other partners. The sole purpose of the conversion was to effect a mere change in the legal form of
the entity. The Operating Company LPA provides the partners with substantially the same rights and obligations as those that were applicable to members of the limited liability company prior to the conversion under the Amended and Restated Limited
Liability Company Agreement of Five Point Operating Company, LLC, dated as of May 2, 2016. Five Point GP is the managing general partner of the Operating Company, and LenFive GP and LenFive Sub GP are
non-managing
general partners. All other persons and entities who were members of the limited liability company prior to the conversion automatically became limited partners of the limited partnership upon the
conversion.
The
non-managing
general partners are subsidiaries of Lennar Corporation
(Lennar). Lennar is the Companys largest investor and owned, as of July 31, 2017, Class A common shares and Class B common shares representing approximately 40% of the Companys outstanding voting interests. In
addition, three of the Companys directors are executive officers of Lennar. The conversion was undertaken pursuant to an agreement with Lennar that was entered into on May 2, 2016 in connection with the formation transactions effected on that
date (including, among other things, the Companys acquisition of interests in the entities that are developing The San Francisco Shipyard and Candlestick Point and Great Park Neighborhoods). Prior to effecting the conversion, the Company
obtained a private letter ruling from the Internal Revenue Service to the effect that, among other things, neither the Operating Company nor its members will recognize taxable income, gain or loss upon the conversion. Lennar has agreed to indemnify
the Company from and against any cost or liability arising from the conversion.
The foregoing description of the Operating Company LPA is
qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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10.1
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Limited Partnership Agreement of Five Point Operating Company, LP, dated as of October 1, 2017
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EXHIBIT INDEX
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
Date: October 2, 2017
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FIVE POINT HOLDINGS, LLC
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By:
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/s/ Michael Alvarado
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Name:
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Michael Alvarado
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Title:
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Chief Legal Officer, Vice President and Secretary
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