Five Point Holdings Enters Material Definitive Agreement

TL;DR

Five Point Holdings just signed a big deal, filing an 8-K on 9/18.

AI Summary

On September 16, 2024, Five Point Holdings, LLC entered into a material definitive agreement. The filing, designated as a Form 8-K, was submitted to the SEC on September 18, 2024, and pertains to the company's real estate operations.

Why It Matters

This filing indicates a significant new contract or deal for Five Point Holdings, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that may affect the company's financial stability and market position.

Key Players & Entities

• Five Point Holdings, LLC (company) — Registrant
• 2000 FivePoint, 4th Floor Irvine California 92618 (location) — Principal Executive Offices
• September 16, 2024 (date) — Date of earliest event reported
• September 18, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $13.5 million — ring the Second Renewal Term includes a $13.5 million annual base fee, which is paid monthly
• $12.0 million — d reflects an increase from the current $12.0 million annual base fee, and incentive compensa

Filing Documents

• fph-20240916.htm (8-K) — 28KB
• ex-101xfpxhfxdmaamendment3.htm (EX-10.1) — 28KB
• 0001574197-24-000076.txt ( ) — 186KB
• fph-20240916.xsd (EX-101.SCH) — 2KB
• fph-20240916_lab.xml (EX-101.LAB) — 22KB
• fph-20240916_pre.xml (EX-101.PRE) — 13KB
• fph-20240916_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 16, 2024, Five Point Holdings, LLC (the "Company") extended the term of its Development Management Agreement with Heritage Fields El Toro, LLC ("HFET"), the owner of the Great Park Neighborhoods community, through December 31, 2026. The Company, through its indirect subsidiaries Five Point Communities Management, Inc. ("FP Inc."), Five Point Operating Company, LP (the "Operating Company"), and Five Point Communities, LP ("FP LP" and together with FP Inc. and the Operating Company, the "Five Point Parties") entered into a third amendment (the "Amendment") to the Second Amended and Restated Development Management Agreement (the "DMA"), dated as of April 21, 2017, by and among the Five Point Parties and HFET. Under the DMA, FP Inc. oversees and directs all aspects of the management, operation, development and sale of properties at the Great Park Neighborhoods community owned by HFET, which is a subsidiary of a joint venture (the "Great Park Venture") in which the Company is an indirect member. Prior to the Amendment, the DMA was scheduled to terminate on December 31, 2024, however, the term of the DMA has been renewed through December 31, 2026 (the "Second Renewal Term") pursuant to the Amendment. The compensation payable to the Five Point Parties during the Second Renewal Term includes a $13.5 million annual base fee, which is paid monthly and reflects an increase from the current $12.0 million annual base fee, and incentive compensation payments ("Incentive Compensation") equal to 9% of any distributions ("Distributions") made by the Great Park Venture to holders of its percentage interests. If the DMA is not extended by mutual agreement of HFET and the Five Point Parties beyond December 31, 2026, then HFET shall pay to the Five Point Parties an Incentive Compensation payment based on the cash available for distribution at such date, and FP Inc. will remain entitled to future Incentive Compensati

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 Third Amendment to Second Amended and Restated Development Management Agreement, dated as of September 1 6, 2024, by and among Heritage Fields El Toro, LLC, Five Point Communities Management, Inc., Five Point Operating Company, LP and Five Point Communities, LP 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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 duly authorized. Date: September 18, 2024 FIVE POINT HOLDINGS, LLC By: /s/ Michael Alvarado Name: Michael Alvarado Title: Chief Operating Officer, Chief Legal Officer, Vice President and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR