Current Report Filing (8-k)
July 24 2019 - 6:02AM
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
July 23, 2019
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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15131 Alton Parkway, 4
th
Floor,
Irvine, California
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92618
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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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A common shares
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FPH
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New York Stock Exchange
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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. ☒
On July 23, 2019, Five Point Holdings, LLC (the Company) issued a press release announcing that Five Point Operating Company,
LP, through which the Company owns all of its assets and conducts all of its operations (the Issuer), and Five Point Capital Corp., a wholly owned subsidiary of the Issuer (together with the Issuer, the Issuers), plan to
offer an additional $100 million aggregate principal amount of their 7.875% Senior Notes due 2025, subject to market and other conditions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this
reference.
Also on July 23, 2019, the Company issued a press release announcing that the Issuers priced and upsized to
$125 million their previously announced offering of their 7.875% Senior Notes due 2025. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by this reference.
The information contained in this report shall not constitute an offer to sell, or a solicitation of an offer to buy, any securities and shall
not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities, in any jurisdiction in which such offer, solicitation or sale is unlawful.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
99.1
Press Release dated July
23, 2019 of Five Point Holdings, LLC
99.2
Press Release dated July
23, 2019 of Five Point Holdings, LLC
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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: July 23, 2019
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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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