Five Point Holdings, LLC Announces Filing of Resale Shelf Registration Statement
June 14 2018 - 5:30PM
Business Wire
Five Point Holdings, LLC (“Five Point” or the “Company”)
(NYSE:FPH) today announced that it has filed a resale shelf
registration statement on Form S-3 with the Securities and Exchange
Commission. The filing was made in accordance with a registration
rights agreement entered into with certain shareholders in May
2016.
The registration statement relates to the possible offer and
sale, from time to time, by the selling shareholders named therein,
of up to 42,763,078 Class A Common Shares of the Company, including
23,299,719 shares that are currently outstanding and 19,463,359
shares that may be issued in the future in exchange for, or upon
conversion of, other securities of the Company or its subsidiaries,
including units of the Company’s operating partnership, Five Point
Operating Company, LP. The registration of these shares does not
necessarily mean that any of the shares will be offered or sold by
the selling shareholders.
Although they are parties to the registration rights agreement,
Lennar Corporation and the Company’s Chairman and CEO and other
management team members declined to include their shares in the
registration statement. Lennar Corporation will have the right to
register its shares at a later date if it wants to do so.
The Company is not registering any shares to sell for itself,
and will receive no proceeds from any sales of shares by the
selling shareholders, but will incur expenses in connection with
the registration.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any such offer,
solicitation or sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. A copy of the
prospectus included in the registration statement may be obtained
from the Company at 25 Enterprise, Suite 300, Aliso Viejo, CA
92656, Attention: Chief Legal Officer.
About Five Point
Five Point, headquartered in Aliso Viejo, California, designs
and develops large mixed-use, master-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, Newhall Ranch® near Valencia, and The San
Francisco Shipyard/Candlestick Point in the City of San Francisco.
These communities are designed to include approximately 40,000
residential homes and approximately 21 million square feet of
commercial space.
Forward-Looking Statements
This press release may contain forward-looking statements,
including statements about any possible offer and sale of any
shares by the selling shareholders. Forward-looking statements
concern expectations, beliefs, projections, plans and strategies,
anticipated events or trends and similar expressions concerning
matters that are not historical facts. When used, the words
“anticipate,” “believe,” “expect,” “intend,” “may,” “might,”
“plan,” “estimate,” “project,” “should,” “will,” “would,” “result”
and similar expressions that do not relate solely to historical
matters are intended to identify forward-looking statements. We
caution you that any forward-looking statements included in this
press release are based on our current views and information
currently available to us. Forward-looking statements are subject
to risks, trends, uncertainties and factors that are beyond our
control. Some of these risks and uncertainties are described in
more detail in our filings with the Securities and Exchange
Commission, including our annual report on Form 10-K, under the
heading “Risk Factors.” Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those
anticipated, estimated or projected. We caution you therefore
against relying on any of these forward-looking statements. While
forward-looking statements reflect our good faith beliefs, they are
not guarantees of future performance. They are based on estimates
and assumptions only as of the date hereof. We undertake no
obligation to update or revise any forward-looking statement to
reflect changes in underlying assumptions or factors, new
information, data or methods, future events or other changes,
except as required by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20180614006283/en/
Five Point Holdings, LLCInvestor Relations:Bob Wetenhall,
949-349-1087bob.wetenhall@fivepoint.comorMedia:Steve Churm,
949-349-1034steve.churm@fivepoint.com
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