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
July 26, 2019
Date of report (date of earliest event reported)
FIVE POINT HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
Delaware | 001-38088 | 27-0599397 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
15131 Alton Parkway, 4th Floor, Irvine, California |
92618 | |||
(Address of principal executive offices) | (Zip Code) |
(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):
☐ |
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 |
Trading Symbol(s) |
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 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.
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.
Item 9.01 |
Financial Statements and Exhibits. |
(d) |
Exhibits. |
1
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: July 26, 2019
FIVE POINT HOLDINGS, LLC | ||
By: |
/s/ Michael Alvarado |
|
Name: | Michael Alvarado | |
Title: | Chief Legal Officer, Vice President and Secretary |
2
Exhibit 4.3
SECOND SUPPLEMENTAL INDENTURE
Dated as of July 26, 2019
To
INDENTURE
Dated as of November 22, 2017
Among
FIVE POINT OPERATING COMPANY, LP,
FIVE POINT CAPITAL CORP.,
THE GUARANTORS PARTY HERETO
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
7.875% SENIOR NOTES DUE 2025
SECOND SUPPLEMENTAL INDENTURE (this Supplemental Indenture ), dated as of July 26, 2019, among Five Point Operating Company, LP, a Delaware limited partnership (the Issuer ), Five Point Capital Corp., a Delaware corporation (the Co-Issuer and, together with the Issuer, the Issuers ), the guarantors party hereto (the Guarantors ) and Wells Fargo Bank, National Association, as the trustee (the Trustee ).
W I T N E S S E T H :
WHEREAS, the Issuers, the Guarantors and the Trustee have executed and delivered an 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 (such First Supplemental Indenture, together with the Original Indenture, the Indenture ), providing for the prior issuances by the Issuers of $500,000,000 aggregate principal amount of 7.875% Senior Notes due 2025 (the Existing Notes );
WHEREAS, Section 9.01(a)(6) of the Original Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes (or any Note Guarantee) (and any other documents related thereto) without the consent of any Holder in order to provide for the issuance of additional Notes and related Guarantees in accordance with the limitations set forth in the Indenture, including Section 4.10 of the Original Indenture;
WHEREAS, the Issuers desire to issue $125,000,000 aggregate principal amount of Additional Notes (such Additional Notes, the Additional Notes );
WHEREAS, the Issuers and the Guarantors desire to enter into this Supplemental Indenture in order to provide for the issuance of the Additional Notes in accordance with the limitations set forth in the Indenture;
WHEREAS, the Issuers and each of the Guarantors have duly authorized the execution and delivery of this Supplemental Indenture;
WHEREAS, the Issuers have requested and hereby direct that the Trustee join with the Issuers and the Guarantors in the execution of this Supplemental Indenture; and
WHEREAS, all things necessary have been done to make the Additional Notes provided for herein, when executed by the Issuers and authenticated and delivered by the Trustee and issued upon the terms and subject to the conditions set forth herein and in the Indenture set forth against payment therefor, the valid and binding obligations of the Issuers (and the related Guarantees the valid and binding obligations of the Guarantors) and to make this Supplemental Indenture a valid and binding agreement of the Issuers and the Guarantors.
NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Additional Notes.
ARTICLE I
DEFINITIONS
Section 1.01 Definition of Terms . All capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. The rules of interpretation set forth in the Indenture shall be applied here as if set forth in full herein.
ARTICLE II
ADDITIONAL NOTES
Section 2.01 Terms of the Additional Notes . The Issuers hereby authorize $125,000,000 aggregate principal amount of Additional Notes. Such Additional Notes shall be consolidated with and form a single class with the Existing Notes and shall have substantially identical terms, including as to status, waivers, amendments, offers to repurchase and redemption as the Existing Notes, but have a different issue price and issue date than the Existing Notes. The Additional Notes will have the same CUSIP numbers as the Existing Notes (except that any Additional 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 Additional Notes issued pursuant to Regulation S, or the Issuer may effect a mandatory exchange through DTC of all the Additional Notes issued pursuant to Regulation S, if any, into the same CUSIP number as the Existing Notes issued pursuant to Regulation S). As a result of the Additional Notes issuance, the aggregate principal amount outstanding of the 7.875% Senior Notes due 2025 will be $625,000,000.
Section 2.02 Note Guarantees . Subject to Article 10 (including Section 10.06(a)) of the Original Indenture, each Guarantor hereby, jointly and severally, irrevocably and unconditionally Guarantees, on a senior unsecured basis, to each Holder of the Additional Notes authenticated and delivered by the Trustee and to the Trustee and Agents and their respective successors and assigns the obligations of the Issuers under the Indenture and the Additional Notes as and to the extent provided for in Article 10 of the Original Indenture.
Section 2.03 Issuance of the Additional Notes . The Global Notes representing the Additional Notes shall, upon execution of this Supplemental Indenture, be executed by the Issuers and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver such Global Notes as provided in such Authentication Order.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01 Effect of Supplemental Indenture . Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture.
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Section 3.02 Concerning the Trustee . The Trustee hereby accepts this Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture. The Trustee makes no representation as to and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture, the Additional Notes, the Guarantees of the Additional Notes, or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Guarantors. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein. The Trustee shall not be accountable for the use or application by the Issuer of the Additional Notes or the proceeds thereof.
Section 3.03 GOVERNING LAW . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.04 Severability . In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 3.05 Counterpart Originals . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or .PDF shall be deemed to be their original signatures for all purposes.
Section 3.06 Headings, etc . Headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.
Five Point Operating Company, LP | ||
By: | /s/ Emile Haddad | |
Name: Emile Haddad | ||
Title: President and Chief Executive Officer | ||
Five Point Capital Corp. | ||
By: | /s/ Emile Haddad | |
Name: Emile Haddad | ||
Title: President and Chief Executive Officer | ||
The Shipyard Communities, LLC | ||
By: | /s/ Emile Haddad | |
Name: Emile Haddad | ||
Title: President and Chief Executive Officer | ||
Five Point Land, LLC | ||
By: Five Point Operating Company, LP, | ||
its Sole Manager | ||
By: | /s/ Emile Haddad | |
Name: Emile Haddad | ||
Title: President and Chief Executive Officer |
[ Signature P age to Second Supplemental Indenture ]
Five Point Communities Management, Inc. | ||
By: | /s/ Emile Haddad | |
Name: Emile Haddad | ||
Title: President and Chief Executive Officer | ||
Five Point Communities, LP | ||
By: Five Point Communities Management, Inc., its General Partner |
||
By: | /s/ Emile Haddad | |
Name: Emile Haddad | ||
Title: President and Chief Executive Officer | ||
Five Point Heritage Fields, LLC | ||
By: Five Point Operating Company, LP, | ||
its Sole Member | ||
By: | /s/ Emile Haddad | |
Name: Emile Haddad | ||
Title: President and Chief Executive Officer |
[ Signature P age to Second Supplemental Indenture ]
Wells Fargo Bank, National Association, | ||
as Trustee | ||
By: | /s/ Maddy Hughes | |
Name: Maddy Hughes | ||
Title: Vice President |
[ Signature P age to Second Supplemental Indenture ]