Current Report Filing (8-k)

Date : 05/16/2019 @ 9:24PM
Source : Edgar (US Regulatory)
Stock : Five Point Holdings, Llc Class A (FPH)
Quote : 7.07  0.0 (0.00%) @ 12:00PM

Current Report Filing (8-k)












Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

May 10, 2019

Date of report (date of earliest event reported)




(Exact name of registrant as specified in its charter)




Delaware   001-38088   27-0599397

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


15131 Alton Parkway, 4 th Floor, Irvine, California   92618
(Address of principal executive offices)   (Zip Code)

(949) 349-1000

(Registrant’s 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Class A common shares

   FPH    New York Stock Exchange

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 May 10, 2019, Five Point Operating Company, LP (the “Operating Company”), through which Five Point Holdings, LLC (the “Company”) owns all of its assets and conducts all of its operations, entered into an amendment (the “Amendment”) to its $125 million senior unsecured revolving credit facility (the “Revolving Credit Facility”). The Amendment, among other things, extended the maturity date of the Revolving Credit Facility from April 2020 to April 2022, with one option to extend the maturity date by an additional year, subject to the satisfaction of certain conditions including the approval of the administrative agent and lenders. In addition, the Amendment provides for an accordion feature that will allow the Operating Company to increase the maximum aggregate commitments under the Revolving Credit Facility up to $175 million, subject to certain conditions, including receipt of commitments.

Any borrowings under the Revolving Credit Facility continue to bear interest at LIBOR plus a margin ranging from 1.75% to 2.00% based on the Company’s leverage ratio. As of the date of the Amendment, no funds had been drawn on the Revolving Credit Facility, however, letters of credit of $1.0 million were issued and outstanding under the Revolving Credit Facility, thus reducing the available capacity to $124.0 million.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of such Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits.





10.1    Second Amendment to Credit Agreement, dated as of May 10, 2019, by and among Five Point Operating Company, LP, Zions Bancorporation, N.A. (fka ZB, N.A.) dba California Bank  & Trust, Comerica Bank, N.A., JPMorgan Chase Bank, N.A., and Citibank, N.A.


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: May 16, 2019



/s/ Michael Alvarado

Name:   Michael Alvarado
Title:   Chief Legal Officer, Vice President and Secretary

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