Five Point Holdings Reports New Material Agreement & Financial Obligation

TL;DR

**Five Point Holdings just took on a new major financial obligation; details are key.**

AI Summary

Five Point Holdings, LLC filed an 8-K on January 16, 2024, to report an "Entry into a Material Definitive Agreement" and the "Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement." This indicates the company has entered into a significant new financial commitment or agreement. For investors, this matters because such agreements can impact the company's financial health, future obligations, and potentially its stock performance, depending on the nature and terms of the agreement, which are not detailed in this specific filing.

Why It Matters

This filing signals a new, potentially significant financial commitment for Five Point Holdings, which could affect its balance sheet and future profitability. Investors need to understand the details of this agreement to assess its impact on the company's risk profile and growth prospects.

Risk Assessment

Risk Level: medium — The filing indicates a new material financial obligation without providing specific details, creating uncertainty about its potential impact on the company's financial health.

Analyst Insight

Investors should monitor Five Point Holdings, LLC's future filings (e.g., 10-K or 10-Q) for detailed information regarding the nature, terms, and financial implications of the reported material definitive agreement and financial obligation to assess its impact on the company's valuation and risk profile.

Key Numbers

• 001-38088 — Commission File Number (identifies the company's registration with the SEC)
• 20240116 — Filing Date (the date the 8-K was filed with the SEC)

Key Players & Entities

• Five Point Holdings, LLC (company) — the registrant filing the 8-K
• January 16, 2024 (date) — date of earliest event reported and filing date
• Delaware (company) — state of incorporation for Five Point Holdings, LLC
• 001-38088 (dollar_amount) — Commission File Number
• FPH (company) — trading symbol for Class A common shares
• New York Stock Exchange (company) — exchange where Class A common shares are registered

Forward-Looking Statements

• Five Point Holdings, LLC will file a subsequent 8-K or 10-Q providing more details on the material definitive agreement and financial obligation. (Five Point Holdings, LLC) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $625,000,000 — e 2025 (the "Existing Notes"), of which $625,000,000 aggregate principal amount was outstand
• $623,500,000 — e Exchange Offer, the Issuers exchanged $623,500,000 aggregate principal amount of Existing
• $523,494,301 — iately prior to the Exchange Offer, for $523,494,301 aggregate principal amount of New Notes
• $100,000,000 — l amount of New Notes and approximately $100,000,000 of aggregate cash consideration. The

Filing Documents

• d728537d8k.htm (8-K) — 35KB
• d728537dex41.htm (EX-4.1) — 813KB
• 0001193125-24-008643.txt ( ) — 1154KB
• fph-20240116.xsd (EX-101.SCH) — 3KB
• fph-20240116_lab.xml (EX-101.LAB) — 18KB
• fph-20240116_pre.xml (EX-101.PRE) — 11KB
• d728537d8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On January 16, 2024, Five Point Operating Company, LP, a Delaware limited partnership through which Five Point Holdings, LLC owns all of its assets and conducts all of its operations (the "Issuer"), and Five Point Capital Corp., a Delaware corporation and wholly owned subsidiary of the Issuer (the "Co-Issuer" and, together with the Issuer, the "Issuers"), settled the previously announced exchange offer (the "Exchange Offer") to exchange any and all of the Issuers' 7.875% Senior Notes due 2025 (the "Existing Notes"), of which $625,000,000 aggregate principal amount was outstanding immediately prior to the Exchange Offer, for new 10.500% Initial Rate Senior Notes due 2028 (the "New Notes"). Pursuant to the Exchange Offer, the Issuers exchanged $623,500,000 aggregate principal amount of Existing Notes, which represented 99.76% of the Existing Notes outstanding immediately prior to the Exchange Offer, for $523,494,301 aggregate principal amount of New Notes and approximately $100,000,000 of aggregate cash consideration. The New Notes were issued to holders of Existing Notes reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2), and outside of the United States, to holders of Existing Notes who are not U.S. persons and who are not acquiring the New Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act, and in Canada on a private placement basis to holders of Existing Notes who are "accredited investors" and "permitted clients," each as defined under applicable Canadian provincial securities laws, that in each case are not individuals. The New Notes were issued pursuant to an indenture, dated as of

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in Item 1.01 above with respect to the Indenture and the New Notes is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 4.1 Indenture, dated as of January 16, 2024, among Five Point Operating Company, LP, Five Point Capital Corp., the Guarantors party thereto and Computershare Trust Company, N.A., as trustee (including the form of New Notes). 104 Cover Page Interactive Data File (formatted as Inline XBRL). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. FIVE POINT HOLDINGS, LLC Date: January 16, 2024 By: /s/ Michael Alvarado Name: Michael Alvarado Title: Chief Legal Officer, Vice President and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR