Five Point Holdings LLC filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Real Estate
Finance
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
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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.
(d) Exhibits.
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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 | ||||