Current Report Filing (8-k)
November 30 2017 - 5:20PM
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
November 30, 2017
Date of report (date of earliest event reported)
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)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
25 Enterprise, Suite 300, Aliso Viejo, California
|
|
92656
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(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):
☐
|
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))
|
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
|
Entry into a Material Definitive Agreement
|
On November 30, 2017, Five Point
Operating Company, LP (the issuer), through which Five Point Holdings, LLC owns all of its assets and conducts all of its operations, and Five Point Capital Corp., a wholly owned subsidiary of the issuer (the
co-issuer
and together with the issuer, the issuers), issued an additional $50.0 million aggregate principal amount of 7.875% Senior Notes due 2025 (the New Notes). In
connection with the closing of the offering of the New Notes, the issuers and the subsidiaries of the issuer that will guarantee the New Notes entered into a First Supplemental Indenture, dated as of November 30, 2017 (the First
Supplemental Indenture), with Wells Fargo Bank, National Association, as trustee, to the Indenture, dated as of November 22, 2017 (the Original Indenture and together with the First Supplemental Indenture, the
Indenture). The issuers intend to use proceeds of the New Notes for general corporate purposes, which may include funding development activities at its communities.
The New Notes were issued at par plus accrued and unpaid interest from November 22, 2017. The New Notes constitute a further issuance of
the issuers 7.875% Senior Notes due 2025 that were issued on November 22, 2017 in an aggregate principal amount of $450.0 million (the Existing Notes). The terms of the New Notes, other than their issue date and issue
price, are identical to the terms of the Existing Notes, which are summarized in the Companys Form
8-K
filed with the Securities and Exchange Commission on November 22, 2017.
The New Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or the securities laws of any other
jurisdiction. The New Notes may not be offered or sold within the United States or to U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and
to certain persons in offshore transactions in reliance on Regulation S.
The above descriptions of the Indenture and the New Notes are
summaries and are qualified in their entirety by the terms of the Indenture and the New Notes. Copies of the Original Indenture (including the form of notes) and the First Supplemental Indenture are attached as Exhibit 4.1 and Exhibit 4.2,
respectively, hereto and incorporated by reference herein.
Item 2.03
|
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant
|
The information set forth in Item 1.01 above with respect to the Indenture and the New Notes is hereby incorporated by reference into this Item
2.03, insofar as it relates to the creation of a direct financial obligation.
Item 9.01
|
Financial Statements and Exhibits.
|
4.1
|
Indenture, dated as of November
22, 2017, among Five Point Operating Company, LP, Five Point Capital Corp., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (including form of notes), is hereby incorporated by reference to Exhibit 4.1 to the Companys
Form
8-K
filed on November 22, 2017.
|
1
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: November 30, 2017
|
|
|
FIVE POINT HOLDINGS, LLC
|
|
|
By:
|
|
/s/ Michael Alvarado
|
Name:
|
|
Michael Alvarado
|
Title:
|
|
Chief Legal Officer, Vice President and
Secretary
|
2
Five Point (NYSE:FPH)
Historical Stock Chart
From Aug 2024 to Sep 2024
Five Point (NYSE:FPH)
Historical Stock Chart
From Sep 2023 to Sep 2024