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Latham & Watkins Represents Five Point in US$625 Million Exchange Offer

January 16, 2024
Firm advises one of the largest owners and developers of mixed-use communities in coastal California on the offering.

On January 16, 2024, 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), settled the previously announced exchange offer (the Exchange Offer) to exchange any and all of the Issuers’ 7.875% Senior Notes due 2025 (the Existing Notes), of which US$625 million aggregate principal amount was outstanding immediately prior to the Exchange Offer, for new 10.500% Initial Rate Senior Notes due 2028 (the New Notes). Pursuant to the Exchange Offer, the Issuers issued US$523,494,301 aggregate principal amount of New Notes and paid an agreed amount of cash in exchange for US$623,500,000 aggregate principal amount of Existing Notes, which represented 99.76% of the Existing Notes outstanding immediately prior to the Exchange Offer. The New Notes were issued to holders of Existing Notes reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933.

Latham & Watkins LLP represented Five Point in the offering with a corporate team led by San Diego partner Craig Garner and New York partner Andrew Baker, with associates Hana Nah, Ian Lachow, and Alex Gulino. Advice was also provided on tax matters by New York partners Bora Bozkurt and Jocelyn Noll, with associate Sam Yang.