UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Entry into Third Supplemental Indenture
On December 22, 2023, Five Point Operating Company, LP, a Delaware limited partnership through which Five Point Holdings, LLC (the “Company”) 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 (together with the Issuer, the “Issuers”), entered into a third supplemental indenture (the “Third Supplemental Indenture”) among the Issuers, the Guarantors party thereto (the “Guarantors”), and Computershare Trust Company, N.A. (the “Trustee”), to that certain Indenture dated November 22, 2017, among the Issuers, the guarantors party thereto, and the Trustee (as successor to Wells Fargo Bank, National Association) (as supplemented, the “Indenture”), relating to the Issuers’ 7.875% Senior Notes due 2025 (the “Existing Notes”).
The Third Supplemental Indenture was entered into to effectuate the amendments (the “Proposed Amendments”) to the Indenture for which consents were solicited in the previously announced private exchange offer and consent solicitation with respect to the Existing Notes (the “Exchange Offer”). As of 5:00 p.m., New York City time, on December 22, 2023 (the “Early Participation Deadline”), the Issuers had received valid consents from $623,389,000 aggregate principal amount of the Existing Notes, representing approximately 99.74% of the outstanding principal amount of the Existing Notes, which amount was sufficient to constitute the requisite consents to approve the Proposed Amendments. Following the Early Participation Deadline, the consents received were not able to be revoked.
The Third Supplemental Indenture amends the Indenture to, among other things, eliminate substantially all of the restrictive covenants and certain events of default and related provisions with respect to the Existing Notes.
The Third Supplemental Indenture was effective upon execution but will only become operative upon the settlement date of the exchange offer.
A copy of the Third Supplemental Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference. The description of the Third Supplemental Indenture contained in this Current Report on Form 8-K is qualified in its entirety by reference to the Third Supplemental Indenture.
| Item 8.01 | Other Events. |
On December 22, 2023, the Company issued a press release announcing the Early Participation Deadline results for the Exchange Offer. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
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: December 26, 2023 | By: | /s/ Michael Alvarado | ||||
| Name: | Michael Alvarado | |||||
| Title: | Chief Legal Officer, Vice President and Secretary | |||||