fph-20240916

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

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.)

2000 FivePoint

4th Floor

Irvine

California

92618

(Address of Principal Executive Offices)

(Zip code)

(Registrant’s 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:

☐ 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 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 Compensation payments at a reduced rate equal to 6.75% of Distributions paid thereafter.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

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


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)