Five Point Holdings, LLC - Exchange and Consent - Launch

Five Point Holdings, LLC Announces Commencement of Exchange Offer and Consent Solicitation - US33834YAA64/USU33825AA54

11 DECEMBER 2023

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IRVINE, Calif.--(BUSINESS WIRE)--Five Point Holdings, LLC (“Five Point” or the “Company”) (NYSE: FPH) today announced that Five Point Operating Company, LP, through which Five Point owns all of its assets and conducts all of its operations (the “Issuer”), and Five Point Capital Corp., a wholly owned subsidiary of the Issuer (together with the Issuer, the “Issuers”), commenced an offer to Eligible Holders (as defined herein) to exchange (such offer, the “Exchange Offer”) any and all of the Issuers’ outstanding 7.875% Senior Notes due 2025 (CUSIP: 33834Y AA6 / U33825 AA5; ISIN: US33834YAA64 / USU33825AA54) (the “Existing Notes”) for 10.500% Initial Rate Senior Notes due 2028 (the “New Notes”), pursuant to the terms and subject to the conditions set forth in the exchange offer memorandum and consent solicitation statement, dated December 11, 2023, in respect of the Exchange Offer and Solicitation of Consents (each, as defined below) (the “Exchange Offer Memorandum”).

The New Notes will initially bear interest at a rate of 10.500% per annum and will mature on January 15, 2028. From and including November 15, 2025 to, and including, November 14, 2026, the interest rate payable on the New Notes will be increased to 11.000% per annum. From and including November 15, 2026 to, but excluding, the maturity date, the interest rate payable on the New Notes will be increased to 12.000% per annum. Any capitalized terms used in this press release without definition have the respective meanings assigned to such terms in the Exchange Offer Memorandum.

Simultaneously with the Exchange Offer, the Issuers are conducting a solicitation (the “Solicitation”) of consents (the “Consents”) from Eligible Holders of the Existing Notes to effect certain proposed amendments (the “Proposed Amendments”) to the indenture dated as of November 22, 2017, under which the Existing Notes were issued (as amended or supplemented from time to time, the “Existing Indenture”). The Proposed Amendments would provide for, among other things, the elimination of substantially all of the restrictive covenants and events of default and related provisions with respect to the Existing Notes. Eligible Holders tendering their Existing Notes in the Exchange Offer must also deliver their Consent to the Proposed Amendments and Eligible Holders delivering their Consents with respect to the Solicitation must also tender their Existing Notes in the Exchange Offer.

In connection with the Exchange Offer and Solicitation, the Issuers have entered into an agreement (the “Support Agreement”), dated December 11, 2023, with Holders representing a majority by principal amount of Existing Notes (the “Support Parties”), whereby, subject to the terms and conditions of the Support Agreement, the Support Parties have agreed to participate in the Exchange Offer and the Solicitation, which means we expect to have the necessary consents to adopt the Proposed Amendments. Additionally, other holders of the Existing Notes have expressed their intention to participate in the Exchange Offer and the Solicitation, but these indications of interest are not binding agreements or commitments to participate."

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