Item 1.01
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Entry into a Material Definitive Agreement
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On July 26, 2019, 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 (together with the issuer, the issuers), issued an additional $125.0 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 guarantee the New Notes entered into a Second Supplemental Indenture, dated as of July 26, 2019 (the
Second Supplemental Indenture), with Wells Fargo Bank, National Association, as trustee, to the Indenture, dated as of November 22, 2017 (the Original Indenture), as amended and supplemented by the First Supplemental
Indenture, dated as of November 30, 2017 (the First Supplemental Indenture, and collectively with the Original Indenture and the Second Supplemental Indenture, the Indenture). The issuer intends to use proceeds of the New
Notes for general corporate purposes, which may include pursuing commercial investment opportunities at its communities.
The New Notes
were issued at par plus accrued and unpaid interest from May 15, 2019. The New Notes constitute a further issuance of the issuers 7.875% Senior Notes due 2025 that were issued on November 22, 2017 and November 30, 2017 in an aggregate
principal amount of $500.0 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 Forms
8-K
filed with the Securities and Exchange Commission on November 22, 2017 and November 30, 2017. The New Notes will trade interchangeably and be fungible for tax purposes with the Existing Notes and will have the
same CUSIP numbers as the Existing Notes (except that any new notes issued pursuant to Regulation S will trade separately under a different CUSIP number until 40 days after the issue date of the New Notes, but thereafter, any such holder may
transfer its New Notes issued pursuant to Regulation S, or the issuer may effect a mandatory exchange through The Depository Trust Company of all the new notes issued pursuant to Regulation S, if any, into the same CUSIP number as the Existing Notes
issued pursuant to Regulation S).
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), the First Supplemental Indenture and the Second
Supplemental Indenture are attached as Exhibits 4.1, 4.2 and 4.3 as described in Item 9.01(d) hereto and incorporated by reference herein.