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09/19/2025 – 08:09 PM
IRVINE, Calif. – Five Point Holdings, LLC (NYSE: FPH) announced the expiration of its cash tender offer for any and all of its outstanding 10.500% Initial Rate Senior Notes due 2028. The offer, which commenced on September 15, 2025, concluded at 5:00 p.m. New York City Time on September 19, 2025.
According to D.F. King & Co., Inc., the tender agent, investors tendered a significant portion of the outstanding notes, exceeding expectations and signaling strong market confidence in Five Point’s financial strategy.
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Issuers |
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Title of Security(1) |
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CUSIP Numbers(2) |
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Principal Amount Outstanding |
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Principal Amount Tendered |
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Percentage of Principal Amount Tendered |
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Purchase Price per $1,000 Principal Amount of Notes |
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Five Point Operating Company, LP and Five Point Capital Corp. |
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10.500% Initial Rate Senior Notes due 2028 |
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33834Y AB4 / U33825 AC1 |
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$523,494,301 |
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$471,534,884
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90.07%(3) |
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$1,008.57 |
| ____________________ | ||
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(1) |
The Notes are callable at a redemption price of 100.000% of the principal amount thereof, plus accrued and unpaid interest, starting on November 15, 2025. |
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(2) |
No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Notes. They are provided solely for the convenience of holders of the Notes. |
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(3) |
This amount excludes $3,963,572 aggregate principal amount of the Notes that remain subject to the guaranteed delivery procedures described in the offer to purchase and the related notice of guaranteed delivery. |
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Five Point expects to accept all validly tendered notes, including those delivered through guaranteed delivery procedures by September 23, 2025, and anticipates payment on September 25, 2025. This strategic move is timed with the anticipated closing of a $450 million offering of 8.000% Senior Notes due 2030, also projected for September 25, 2025. The proceeds from this new issuance, combined with existing cash reserves, will fund the note purchase.
The company aims to streamline its capital structure and reduce its interest expense. By refinancing the higher-yielding 2028 notes with the new 2030 notes, Five Point is demonstrating proactive financial management in response to evolving market conditions. Analysts note that this maneuver could free up capital for further development projects and strategic investments as Five Point continues to develop its large-scale, mixed-use communities.
Following the settlement of the tender offer, Five Point intends to redeem any remaining outstanding notes before or on November 15, 2025. This could be achieved through a notice of redemption or by depositing sufficient funds with the trustee to cover principal, premium, and interest payments until the redemption date.
J.P. Morgan Securities LLC served as the exclusive dealer manager for the Offer, while D.F. King & Co., Inc. acted as the tender and information agent.
About Five Point
Five Point Holdings, LLC, headquartered in Irvine, California, specializes in designing and developing large mixed-use, master-planned communities across Orange, Los Angeles, and San Francisco Counties. Their portfolio includes the Great Park Neighborhoods in Irvine, Valencia in Los Angeles County, and Candlestick and The San Francisco Shipyard in San Francisco. These communities are planned to accommodate approximately 40,000 residential homes and 23 million square feet of commercial space.
Forward-Looking Statements
This press release contains forward-looking statements regarding the New Notes, the Offer, and the anticipated use of proceeds from the New Notes offering. These statements are based on current expectations and assumptions, which are subject to risks and uncertainties. Actual results may differ materially. Five Point undertakes no obligation to update these statements, even if future events make it clear that any expected results will not be realized. Please refer to the Offer to Purchase for additional information regarding these risks and uncertainties.
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