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Five Point Holdings, LLC (NYSE: FPH) disclosed in an 8-K that on June 19, 2025 it signed a Contribution and Purchase Agreement to acquire a controlling interest in a newly formed joint venture that will house Hearthstone, Inc.’s residential asset and investment-management business.
Transaction structure: Hearthstone and affiliated trusts will contribute substantially all operating assets plus at least $12.5 million of co-investment assets into Hearthstone Residential Holdings, LLC (the “Hearthstone Venture”). At closing, Five Point will purchase 75 % of the Class A units from the Hearthstone Group for an aggregate purchase price of $56.25 million, payable in cash and, at Five Point’s option, up to $3 million of FPH Class A common shares. Should the contributed co-investment assets exceed $12.5 million, the purchase price will increase dollar-for-dollar. The price is also subject to customary working-capital and other post-closing adjustments.
Capital commitments and governance: Because Hearthstone is contributing the initial $12.5 million of co-investment assets, Five Point has agreed to fund the next $37.5 million of capital calls. Governance will be overseen by a three-member Executive Committee (two Five Point designees, one Hearthstone designee), with most decisions by majority vote and certain reserved matters requiring unanimity.
Equity classes: Hearthstone will initially hold Class B units that carry a 10 % preferred annual return (compounded monthly). As additional capital is contributed by Five Point, the Class B units convert into Class A units to maintain relative ownership percentages.
Put/call mechanics: The Operating Agreement grants reciprocal put and call rights triggered by specific events involving Hearthstone CEO Mark Porath (death, disability, employment termination) and, in any case, beginning on the sixth anniversary of closing. Repurchase prices are generally based on fair-market value (or discounted in certain termination-for-cause scenarios). Five Point may pay portions of the purchase price in installments.
Employee transition: A Secondment Agreement provides for continued Hearthstone employee services through 2025, with the expectation that all employees transfer to Five Point on 1 Jan 2026. Non-compete agreements with key individuals are part of the ancillary documents.
An accompanying press release (Exhibit 99.1) announcing the transaction was issued on June 20, 2025. The full Contribution Agreement is filed as Exhibit 10.1.
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