Five Point Holdings (NYSE: FPH) sells $450M 8% 2030 notes, retires 2028 debt

Rhea-AI Filing Summary

Five Point Holdings, LLC, through Five Point Operating Company, LP and Five Point Capital Corp., issued $450.0 million of 8.000% Senior Notes due 2030 in a private offering. The notes mature on October 1, 2030 and pay interest semi-annually on April 1 and October 1, starting April 1, 2026.

The notes are senior unsecured obligations, guaranteed by certain restricted subsidiaries that back the company’s revolving credit facility and other key debt. The indenture includes typical high-yield covenants limiting additional debt, dividends, investments, liens, affiliate transactions and certain restructurings, with some covenants suspended if the notes achieve investment grade ratings.

The company plans to use the net proceeds and cash on hand to buy 10.500% senior notes due 2028 tendered in a concurrent offer, redeem or discharge all remaining 2028 notes, and redeem all outstanding 7.875% senior notes due 2025. As of September 25, 2025, it had purchased $471,534,884 principal of the 2028 notes and fully satisfied and discharged the 2028 notes indenture by funding a trust for the remaining balance.

Insights

Credit and capital structure analyst

Five Point refinances costly 2025 and 2028 notes with new 2030 debt.

Five Point Holdings issued $450.0 million of 8.000% Senior Notes due 2030, replacing nearer-term notes carrying coupons of 10.500% (due 2028) and 7.875% (due 2025). This extends the company’s debt maturity profile to 2030 and standardizes much of its capital structure under a single new indenture and guarantee package.

The company has already purchased $471,534,884 principal amount of its 2028 notes and fully satisfied and discharged the 2028 notes indenture by funding a trust for the remaining balance, using proceeds and cash on hand. Covenant limitations on dividends, additional debt, liens, investments and affiliate transactions, with step-downs if investment grade ratings are achieved, provide a defined framework for leverage and distributions but also constrain financial flexibility.

Optional redemption terms allow the new notes to be called at 104%, then 102%, then par in staggered periods from October 1, 2027 onward, which may offer future refinancing optionality if market conditions improve. Change-of-control and asset sale provisions requiring repurchase at specified premiums give noteholders additional downside protections that can affect how the company approaches major strategic transactions.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 25, 2025

FIVE POINT HOLDINGS, LLC

(Exact Name of Registrant as Specified in Charter)

Delaware		001-38088		27-0599397
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2000 FivePoint, 4th Floor, Irvine, California				92618
(Address of principal executive offices)				(Zip Code)

(949) 349-1000

(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 25, 2025, Five Point Operating Company, LP, a Delaware limited partnership through which Five Point Holdings, LLC 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 (the “Co-Issuer” and, together with the Issuer, the “Issuers”) issued $450.0 million aggregate principal amount of 8.000% Senior Notes due 2030 (the “Notes”). In connection with the closing of the offering of the Notes, the Issuers and the subsidiaries of the Issuer that will guarantee the Notes (the “Guarantors”) entered into an indenture (the “Indenture”) with Computershare Trust Company, N.A. (the “Trustee”).

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction. The Notes may not be offered or sold within the United States or to U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S.

The Issuers intend to use the net proceeds from the offering of the Notes, together with cash on hand, to (i) purchase the 10.500% Initial Rate Senior Notes due 2028 (the “2028 Notes”) validly tendered and not validly withdrawn in the cash tender offer for any and all of the outstanding 2028 Notes (the “Concurrent Tender Offer”), (ii) redeem or discharge all of the 2028 Notes not purchased in the Concurrent Tender Offer, and (iii) redeem all of the outstanding 7.875% Senior Notes due 2025.

The Notes will mature on October 1, 2030 (the “Maturity Date”). The Notes accrue interest at a rate of 8.000% per annum. Interest on the Notes is payable semi-annually in arrears on April 1 and October 1, commencing April 1, 2026. Interest will accrue from September 25, 2025.

The Notes are guaranteed (the “Note Guarantees”), jointly and severally, by each of the Issuer’s restricted subsidiaries that guarantees its obligations under, or is a borrower or obligor under, the Issuer’s senior unsecured revolving credit facility (the “Revolving Credit Facility”) or any other syndicated loan facility or capital markets indebtedness, subject to certain exceptions. Under certain circumstances, the Guarantors may be automatically released from their Note Guarantees without the consent of the holders of Notes.

The Notes and the Note Guarantees are the Issuers’ and the Guarantors’ senior unsecured obligations and are senior in right of payment to all of the Issuers’ and the Guarantors’ subordinated indebtedness, equal in right of payment with all of the Issuers’ and the Guarantors’ senior indebtedness (including any indebtedness under the Revolving Credit Facility), without giving effect to collateral arrangements in the case of secured indebtedness, effectively subordinated to any of the Issuers’ and the Guarantors’ secured indebtedness, to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all of the existing and future liabilities (including trade payables but excluding intercompany liabilities) or preferred equity of each of the Issuer’s subsidiaries that do not guarantee the Notes (other than such indebtedness and liabilities owed to the Issuers or one of the Guarantors and other than the Co-Issuer).

The Issuers are entitled, on any one or more occasions, to redeem all or a part of the Notes issued under the Indenture at the redemption prices (expressed as percentages of principal amount of the Notes being redeemed) set forth during the periods indicated below plus accrued and unpaid interest, if any, on the Notes redeemed to, but excluding, the applicable redemption date:

Period		Redemption Price
On or after October 1, 2027			104.000	%
October 1, 2028 through October 1, 2029			102.000	%
October 1, 2029 and thereafter			100.000	%

Upon the occurrence of specific kinds of changes of control, the holders of the Notes will have the right to cause the Issuers to repurchase some or all of the Notes at 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

If the Issuer or its restricted subsidiaries sell certain of their assets, under certain circumstances, the Issuers may be required to use the net cash proceeds to make an offer to purchase Notes at an offer price in cash in an amount equal to not less than 100% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Indenture, among other things, limits the Issuer’s ability and the ability of its restricted subsidiaries to (1) pay dividends, redeem or repurchase the Issuer’s capital stock or make other restricted payments, (2) make investments, (3) incur indebtedness or issue certain disqualified equity, (4) create certain liens, (5) incur obligations that restrict the ability of the Issuer’s restricted subsidiaries to make dividend or other payments to the Issuer or its other restricted subsidiaries, (6) consolidate, merge or transfer all or substantially all of their assets, taken as a whole, (7) enter into transactions with affiliates and (8) create or designate unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications. In addition, if for such period of time, if any, that the Notes have received investment grade ratings from both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. and no default or event of default exists under the Indenture, the Issuer and its restricted subsidiaries will not be subject to certain of the covenants listed above.

The Indenture contains customary events of default which could, subject to certain conditions, cause the Notes to become immediately due and payable.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 above with respect to the Indenture and the Notes is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.

Item 8.01. Other Events.

Tender Offer Pricing and Expiration and Results

On September 19, 2025, the Company issued a press release announcing the expiration and results of the Issuers’ Concurrent Tender Offer for any and all of their outstanding 2028 Notes. On September 25, 2025, the Issuers purchased $471,534,884 in principal amount of the 2028 Notes that were validly tendered and not validly withdrawn.

Satisfaction and Discharge of the 2028 Notes

On September 25, 2025, the Issuers issued a redemption notice for the remaining 2028 Notes that were not validly tendered pursuant to the Concurrent Tender Offer (the “Remaining 2028 Notes”). The redemption notice specified a redemption date of November 15, 2025 for the Remaining 2028 Notes. The Issuers concurrently delivered and irrevocably deposited amounts with the Trustee (the “Trust Amounts”) in amounts sufficient to fund the payment of the principal amount of, and accrued and unpaid interest on, the Remaining 2028 Notes on the November 15, 2025, redemption date. After the deposit of such Trust Amounts, the indenture governing the 2028 Notes (the “2028 Notes Indenture”) was satisfied and discharged with respect to the 2028 Notes in accordance with its terms. The Issuers funded the Trust Amounts using cash on hand. As a result of the satisfaction and discharge of the 2028 Notes Indenture, the Issuers have been released from their obligations under the 2028 Notes Indenture with respect to the 2028 Notes, except those provisions of the 2028 Notes Indenture that, by their terms, survive the satisfaction and discharge of the 2028 Notes Indenture.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
4.1		Indenture, dated as of September 25, 2025, among Five Point Operating Company, LP, Five Point Capital Corp., the Guarantors party thereto and Computershare Trust Company, N.A., as trustee (including the form of Notes).
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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: September 25, 2025				By:		/s/ Michael Alvarado
				Name:		Michael Alvarado
				Title:		Chief Operating Officer, Chief Legal Officer and Vice President

FAQ

What new notes did Five Point Holdings (FPH) issue?

Five Point, through its operating partnership and finance subsidiary, issued $450.0 million aggregate principal amount of 8.000% Senior Notes due 2030. These notes are senior unsecured obligations guaranteed by certain restricted subsidiaries.

How will Five Point Holdings (FPH) use the proceeds of the new 2030 notes?

The company intends to use the net proceeds, together with cash on hand, to purchase 10.500% senior notes due 2028 tendered in a concurrent cash offer, redeem or discharge any remaining 2028 notes, and redeem all outstanding 7.875% senior notes due 2025.

What are the key terms of Five Point’s 8.000% Senior Notes due 2030?

The notes mature on October 1, 2030, carry an 8.000% annual interest rate, and pay interest semi-annually on April 1 and October 1, starting April 1, 2026. They are senior unsecured and rank equally with other senior debt, but are effectively subordinated to secured debt to the extent of collateral value.

What happened to Five Point Holdings’ 10.500% Senior Notes due 2028?

In a concurrent tender offer, the issuers purchased $471,534,884 in principal amount of the 2028 notes that were validly tendered and not withdrawn. For the remaining 2028 notes, they issued a redemption notice for November 15, 2025 and deposited funds with the trustee to pay principal and accrued interest, satisfying and discharging the 2028 notes indenture.

What covenant protections are included in Five Point’s new 2030 notes?

The indenture limits the ability to pay dividends or make restricted payments, incur additional indebtedness or disqualified equity, create certain liens, restrict subsidiary distributions, merge or dispose of substantially all assets, enter into affiliate transactions, and designate unrestricted subsidiaries, subject to various exceptions. Some covenants fall away if the notes achieve investment grade ratings and no default exists.

Are Five Point’s new 2030 notes registered with the SEC?

No. The notes have not been and will not be registered under the Securities Act of 1933. They may be offered only to qualified institutional buyers under Rule 144A and to certain persons in offshore transactions under Regulation S.

What redemption and change-of-control features apply to the new 2030 notes of FPH?

On or after October 1, 2027, the issuers may redeem the notes at specified premiums that step down from 104% to 102% and then to 100% of principal, plus accrued interest. If certain change-of-control events occur, holders can require repurchase at 101% of principal plus accrued interest.