Current Report Filing (8-k)
April 28 2020 - 5:18PM
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
April 28, 2020
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, 4th 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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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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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. ☒
Item 7.01
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Regulation FD Disclosure.
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The Companys Letter to Shareholders, which accompanies its Annual Report for the Year Ended December 31, 2019, is furnished as Exhibit 99.1 to
this Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are subject to risks and uncertainties. These
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. This Current Report on Form 8-K may contain forward-looking statements regarding: the
COVID-19 pandemic, including its impact on us and the real estate industry and economy overall; our business plan generally, as well as our specific plan in response to
COVID-19, and our future expectations related to the foregoing; our expectations of our future revenues, costs and financial performance; future demographics and market conditions in the areas where our
communities are located; the timing of our development activities and delivery of homesites; and the timing of future real estate purchases or sales and other opportunities. We caution you that any forward-looking statements included in this Current
Report on Form 8-K 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,
including the impact of COVID-19. Some of these risks and uncertainties are described in more detail in our filings with the SEC, 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.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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: April 28, 2020
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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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