FIVE POINT HOLDINGS, LLC (NYSE:FPH) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry Into a Material Definitive Agreement. |
On May 17, 2017, CP Development Co., LLC (CPDC), a subsidiary of
Five Point Holdings, LLC (the Company), entered into the Fifth
Amendment to the Interim Lease, effective as of March 1, 2017
(the Amendment), with the successor agency to the Redevelopment
Agency of the City and County of San Francisco (the San Francisco
Agency) and a joint venture between Lennar Corporation and an
affiliate of Castlelake, L.P. (the Lennar-CL Venture). CPDC is a
wholly owned subsidiary of The Shipyard Communities, LLC, a
subsidiary of the Company which is developing The San Francisco
Shipyard and Candlestick Point. The Amendment provides, among
other things, that CPDC will lease from the San Francisco Agency
certain additional property consisting of approximately 61 acres
in The San Francisco Shipyard and Candlestick Point that is owned
or controlled by the San Francisco Agency and that has been or
will be developed by CPDC, including property formerly leased by
the Lennar-CL Venture. Under the Amendment, CPDC is required to
maintain and operate the leased property and to sublease portions
of the leased property to artists that have operated at The San
Francisco Shipyard for many years. The Amendment also revised
insurance requirements and clarified termination provisions and
operational requirements under the lease. The foregoing
description is qualified in its entirety by reference to the full
text of the Amendment, a copy of which is filed as Exhibit 10.1
hereto and incorporated herein by reference.
| Item3.02 | Unregistered Sales of Equity Securities. |
On May15, 2017, the Company and its operating company, Five Point
Operating Company, LLC (the Operating Company), completed the
sale to LenFive, LLC, an existing shareholder of the Company and
a wholly owned subsidiary of Lennar Corporation (Lennar), of (i)
7,142,857 ClassB common shares of the Company at a price of
$0.00633 per share and (ii) 7,142,857 ClassA common units of the
Operating Company (Opco Units) at a price of $14.00 per unit. The
securities were sold in a private placement transaction in
reliance upon Rule 506 of Regulation D of the Securities Act of
1933, as amended.
In accordance with the Limited Liability Company Agreement of the
Operating Company, after a twelve-month holding period, a holder
of Opco Units may tender the units for redemption and will
receive, for each Opco Unit, at the option of the Company, either
one ClassA common share of the Company or cash equal to the value
of one ClassA common share. When a holder redeems Opco Units, an
equal number of the holders ClassB common shares will
automatically convert into ClassA common shares of the Company.
Also, if a holder attempts to transfer any ClassB common shares
(excluding certain permitted transfers), then those ClassB common
shares will automatically convert into ClassA common shares of
the Company. In either case, the conversion ratio is 0.0003
ClassA common shares for each ClassB common share.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May15, 2017, the Second Amended and Restated Limited Liability
Company Agreement of Five Point Holdings, LLC (the LLC Agreement)
became effective. A summary of the material terms and provisions
of the LLC Agreement is included in the Companys Prospectus,
dated May9, 2017, filed with the Securities and Exchange
Commission (the SEC) on May11, 2017, under the heading
Description of Shares, which summary is incorporated herein by
reference. The terms of the LLC Agreement are the same as those
set forth in the form previously filed as Exhibit 3.2 to the
Companys Registration Statement on Form S-11 (File No.333-217213). The foregoing
description is qualified in its entirety by reference to the full
text of the LLC Agreement, a copy of which is filed as Exhibit
3.1 hereto and incorporated herein by reference.
| Item8.01 | Other Events. |
Closing of
Initial Public Offering and Concurrent Private
Placement
On May 15, 2017,
the Company completed the sale of 24,150,000 Class A common
shares in its initial public offering (the IPO), including
3,150,000 shares subject to the underwriters over-allotment
option. The net proceeds to the Company were approximately $320
million, after deducting underwriting discounts and commissions
and before offering expenses. The Company also received $100
million of additional proceeds from the concurrent private
placement to Lennar described in Item 3.02 of this report. As of
May 15, 2017, after the completion of the IPO and the concurrent
private placement to Lennar, the Company had 62,257,706 Class A
common shares outstanding, and 81,487,872 ClassA common shares
subject to issuance upon exchange or conversion of other
outstanding securities, for a total of 143,745,578 Class A common
shares on a fully diluted basis. Copies of the Companys recent
press releases relating to the IPO are filed as Exhibits 99.1 and
99.2 to this Current Report.
Broadcom
Commercial Property
Heritage Fields
LLC (the Great Park Venture), the entity that is developing the
Great Park Neighborhoods and in which the Company owns a 37.5%
percentage interest, has given notice that it intends to
repurchase approximately 73 net acres of commercial land in the
Great Park Neighborhoods from a subsidiary of Broadcom Limited
(Broadcom). The Great Park Venture sold the land to Broadcom in
March 2015 but retained an option (the Repurchase Option) to
repurchase the property prior to a sale by Broadcom to a third
party. The Great Park Venture assigned the Repurchase Option to
its newly formed subsidiary, Five Point Office Venture I, LLC
(FPOV). The aggregate purchase price for the land and related
improvements and entitlements is approximately $443million,
subject to customary prorations and adjustments. As part of the
transaction, two of the buildings on the property (approximately
640,000 aggregate square feet) would be leased back to Broadcom.
The financing for such purchase has not yet been determined but
would likely include a combination of project-level debt
financing and equity from existing and potentially new investors.
The Company is not obligated to participate in any such purchase
but expects that it would provide a portion of the equity
investment. Although the Company owns a 37.5% percentage interest
in the Great Park Venture, the Companys ownership interest in
FPOV and the property could be a greater or lesser percentage
following the purchase. The closing is subject to certain
conditions (including satisfactory due diligence) but would be
expected to occur in the second or third quarter of 2017. There
can be no assurance that FPOV will complete the purchase at all
or on terms that are attractive to it or the Company.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are filed herewith: |
| 3.1 |
Second Amended and Restated Limited Liability Company Agreement of Five Point Holdings, LLC |
| 10.1 |
Fifth Amendment to the Interim Lease, effective as of March1, 2017, by and among the Successor Agency to the Redevelopment Agency of the City and County of San Francisco, HPS Development Co., LP and CP Development Co., LLC |
| 99.1 | Press Release, dated May9, 2017 |
| 99.2 | Press Release, dated May15, 2017 |
About FIVE POINT HOLDINGS, LLC (NYSE:FPH)
Five Point Holdings, LLC, formerly Newhall Holding Company, LLC, is the owner and developer of mixed-use, planned communities in coastal California. The Company is primarily engaged in the business of planning and developing its three mixed-use, planned communities. It operates in three segments: Newhall, San Francisco and Great Park. Its three mixed-use, planned communities are: Newhall Ranch in Los Angeles County; The San Francisco Shipyard and Candlestick Point in the City of San Francisco; and Great Park Neighborhoods in Orange County. Newhall Ranch consists of approximately 15,000 acres in northern Los Angeles County. Newhall Ranch is designed to include approximately 21,500 home sites and approximately 11.5 million square feet of commercial space. The San Francisco Shipyard and Candlestick Point consists of approximately 800 acres of bay front property in the city of San Francisco. Great Park Neighborhoods consists of approximately 2,100 acres in Orange County, California. FIVE POINT HOLDINGS, LLC (NYSE:FPH) Recent Trading Information
FIVE POINT HOLDINGS, LLC (NYSE:FPH) closed its last trading session up +0.07 at 16.00 with 160,091 shares trading hands.
