Editor’s note: Founded in 1883 by the heirs of Henry Mayo Newhall, The Newhall Land and Farming Co. became a publicly traded company in 1968. In 2004, all of its stock was purchased 50-50 by Lennar and an affiliate (LNR), and the company was reorganized as LandSource Communities Development LLC. In 2007 additional investors including CalPERS were brought in. In 2008 LandSource filed for Chapter 11 bankruptcy protection. After emerging from bankruptcy in 2009, Newhall Land was reorganized.
The following press release relates to a plan to take Newhall Holding Company LLC public. Newhall Holding Company LLC represents about 71 percent of the ownership of Newhall Land. Newhall Land’s development activities are managed by FivePoint Communities Management Inc., which is based in Aliso Viejo, headed by Emile Haddad, and 80-percent owned by Lennar Corp. Five Point Holdings Inc. (the issuer of the press release below) does not appear on the Secretary of State website; evidently it’s a new corporate entity formed for the express purpose of taking Newhall Holding Company LLC public.
On July 2, Lennar Corp., which owns approximately 17 percent of Newhall Land, disclosed that it had agreed to convert its ownership interests in Newhall Land and the management company and two other real estate entities (in Orange County and San Francisco) into shares of future Five Point common stock; provided, however, that Five Point completes an initial public offering.
Taken together, the result would be the consolidation of most or all of the ownership of the four properties, including Lennar’s interest and that of the various hedge funds, under one publicly traded corporate umbrella.
[Five Point Holdings Inc., July 8] – Five Point Holdings Inc. announced Tuesday that it has confidentially submitted a draft registration statement to the U.S. Securities and Exchange Commission for a possible initial public offering of its Class A common stock.
The purpose of the proposed offering is to facilitate the combination of the entities that own, and will continue to own, Newhall Ranch, Great Park Neighborhoods and the San Francisco Shipyard and Candlestick Point, with the company being the successor to Newhall Holding Company LLC.
Emile Haddad will be the Chairman and Chief Executive Officer of the company. The number of shares to be offered and the price range for the proposed offering have not yet been determined. The initial public offering is expected to commence after the SEC completes its review process, subject to market and other conditions.
This announcement is being made pursuant to and in accordance with Rule 135 under the U.S. Securities Act of 1933, as amended. As required by Rule 135, this announcement is not intended to, and does not, constitute an offer of any securities for sale.
[Lennar Corp. Disclosure, July 2] – Item 1.01 Entry into a Material Definitive Agreement.
On July 2, 2015, Lennar Corporation, through wholly-owned subsidiaries (together, “Lennar”), entered into a Contribution and Sale Agreement pursuant to which the entities that own Newhall Ranch, Great Park Neighborhoods, which is on the former site of the El Toro Marine Corps Air Station, and The San Francisco Shipyard and Candlestick Point will be combined, together with the existing Five Point Communities management company. Under the Contribution and Sale Agreement, Lennar will contribute its ownership interests in each of the three real estate communities and the management company and will receive units of membership interest in subsidiaries of Five Point Holdings, Inc. (“Five Point”) that are exchangeable for shares of Five Point common stock (after a 12-month holding period). The closing of the transactions under the Contribution and Sale Agreement is conditioned upon Five Point’s completion of an initial public offering. Five Point has confidentially submitted a draft registration statement to the U.S. Securities and Exchange Commission for the possible initial public offering of its Class A common stock.
The Contribution and Sale Agreement is Exhibit 2.1 to this Report on Form 8-K. The foregoing description of the Contribution and Sale Agreement is qualified in its entirety by reference to the full and complete terms of the Contribution and Sale Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Document 2.1 Contribution and Sale Agreement, dated as of July 2, 2015, by and among Five Point Holdings, Inc., Newhall Holding Company, LLC, Newhall Intermediary Holding Company, LLC, Newhall Land Development, LLC, The Shipyard Communities, LLC, UST Lennar HW Scala SF Joint Venture, HPSCP Opportunities, L.P., Heritage Fields LLC, Lennar Heritage Fields, LLC, MSD Heritage Fields, LLC, FPC-HF Venture I, LLC, Heritage Fields Capital Co-Investor Member LLC, LNR HF II, LLC, Five Point Communities Management, Inc., Five Point Communities, LP, Lennar Homes of California, Inc. and Emile Haddad – Filed herewith.