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In May 2016, we completed the formation transactions in which we acquired an interest in the San Francisco Venture, which is developing our Candlestick and The San Francisco Shipyard communities, a 37.5% percentage interest in the Great Park Venture, which is developing Great Park Neighborhoods, and the management company that has been the development manager of Great Park Neighborhoods since 2010.
−Removed: In August 2017, we acquired a 75% interest in the Gateway Commercial Venture, the entity that owns portions of the Five Point Gateway Campus.
−Removed: Our company has an entity structure in which our two largest equity owners, Lennar and Castlelake, and our founder and Chairman Emeritus, Emile Haddad, separately hold, in addition to interests in our common shares, equity interests in either or both the operating company or the San Francisco Venture that can be exchanged for, at our option, either our Class A common shares or cash.
+Added: In August 2017, we acquired a 75% interest in the Gateway Commercial Venture, the entity that previously owned portions of the Five Point Gateway Campus.
+Added: Our company has an entity structure in which our two largest equity owners, Lennar and GFFP, and our founder and Chairman Emeritus, Emile Haddad, separately hold, in addition to interests in our common shares, equity interests in either or both the operating company or the San Francisco Venture that can be exchanged for, at our option, either our Class A common shares or cash.
+Added: Castlelake was previously one of the two largest equity owners of our company.
+Added: As disclosed in an Amendment No.
+Added: 1 to Schedule 13D filed on October 10, 2024, affiliates of Castlelake entered into a share purchase agreement with GFFP, pursuant to which Castlelake agreed to sell its Class A and Class B common shares, as well as its equity interests in the operating company and the San Francisco Venture to GFFP.
+Added: The sale of Castlelake’s equity interests to GFFP closed on October 22, 2024.
The diagram below presents a simplified depiction of our current organizational structure.
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We conduct all of our businesses in or through the operating company, which owns, directly or indirectly, equity interests in, and controls the management of FPL, the San Francisco Venture and the management company.
−Removed: Class A units of the operating company that we do not own are held by affiliates of Lennar, Castlelake, and Mr.
+Added: Class A units of the operating company that we do not own are held by affiliates of Lennar, GFFP, and Mr.
Haddad and can be exchanged on a one-for-one basis, at our option, for either Class A common shares or cash equal to the fair market value of such shares.
−Removed: Until Class A units of the operating company are exchanged or redeemed, the capital associated with Class A units of the operating company not held by us is presented within “noncontrolling interests” on our consolidated balance sheet.
+Added: Until Class A units of the operating company are exchanged or redeemed, the capital associated with Class A units of the operating company not held by us is
+Added: presented within “noncontrolling interests” on our consolidated balance sheet.
Based on the closing price of our Class A common shares on February 14, 2025 ($5.88), our market capitalization on a fully exchanged basis was approximately $874.6 million.
(2) The operating company owns all of the outstanding Class B units of the San Francisco Venture.
−Removed: The Class A units of the San Francisco Venture, which are owned by affiliates of Lennar and Castlelake, are intended to be economically equivalent to Class A
−Removed: units of the operating company.
+Added: The Class A units of the San Francisco Venture, which are owned by affiliates of Lennar and GFFP, are intended to be economically equivalent to Class A units of the operating company.
As the holder of all outstanding Class B units of the San Francisco Venture, the operating company is entitled to receive 99% of available cash from the San Francisco Venture after the holders of Class A units in the San Francisco Venture have received distributions equivalent to the distributions, if any, paid on Class A units of the operating company.
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(4) Through a wholly owned subsidiary, the operating company owns a 37.5% percentage interest in the Great Park Venture.
−Removed: Holders of legacy interests in the Great Park Venture were entitled to receive priority distributions up to an aggregate amount of $565.0 million, of which $546.9 million has been distributed as of February 29, 2024.
+Added: Holders of legacy interests in the Great Park Venture were entitled to receive priority distributions up to an aggregate amount of $565.0 million, all of which had been distributed as of December 31, 2024, as a result of which, the legacy interests are no longer deemed to be outstanding.
We are the administrative member of the Great Park Venture.
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Some decisions require approval by all of the members of the Gateway Commercial Venture.
−Removed: The Gateway Commercial Venture owns one of the four buildings and approximately 50 acres of commercial land with additional development rights at the Five Point Gateway Campus.
+Added: In December 2024, the Gateway Commercial Venture sold its remaining interests in the Five Point Gateway Campus, which consisted of one of the four buildings and approximately 50 acres of commercial land on which up to an additional 189,000 square feet of commercial space can be developed.
We do not include the Gateway Commercial Venture as a consolidated subsidiary, but rather as an equity method investee, in our consolidated financial statements.
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federal income tax purposes to the extent of our current and accumulated earnings and profits and will be reported on Form 1099, to the extent applicable.
−Removed: We are primarily engaged in the business of planning and developing our three mixed-use planned communities, and our principal source of revenue is the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers.
−Removed: We may also retain a portion of the commercial and multi-family properties in our communities as income-producing assets.
−Removed: Our planning and development process involves the following components:
+Added: We are primarily engaged in the business of planning and developing our three mixed-use planned communities, and our revenues are principally generated by selling residential and commercial land sites to homebuilders, commercial developers and commercial buyers and by providing development management services.
+Added: We may also elect to opportunistically retain a portion of the commercial and multi-family properties in our communities as income-producing assets.
+Added: Our three mixed-use planned communities are owned either directly or through a joint venture.
+Added: We may elect to enter into additional joint ventures for the purposes of developing our existing communities as well as for acquiring potential new real estate assets.
+Added: We may also pursue other acquisitions, investments, and growth opportunities that would allow us to capitalize on our land development and entitlement expertise.
+Added: Our planning and development process for our existing communities involves the following components:
Mixed-use planning .
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Each community is comprised of several villages or neighborhoods, each of which offers a range of housing types, sizes and prices.
−Removed: In addition to the mixed-use land planning we undertake for each community, we typically create the floorplans and elevations for each home, as well as the landscape design for each neighborhood, considering each neighborhood’s individual character within the context of the overall plan for the community.
For the commercial aspects of our communities, we look for commercial enterprises that will best add value to the community by providing needed services, additional amenities or local jobs.
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We sell commercial lots to developers through a competitive process or negotiate directly with the buyer.
−Removed: We also regularly assess our development plan and may retain a portion of the commercial and multi-family properties within our communities as income-producing assets.
+Added: We also regularly assess our development plan and may retain a portion of the commercial and multi-family properties within our communities as income-producing assets, although we do not currently have any plans to do so.
Vertical development (construction) .
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Commercial buildings in our communities are usually built by a third-party developer or the buyer.
−Removed: For commercial or multi-family properties that we retain, we may construct the building ourselves or enter into a joint venture with an established developer to construct a particular property.
+Added: We do not currently intend to engage in vertical development and do not currently hold any commercial assets, however, for commercial or multi-family properties that we may retain in the future, we may construct the building ourselves or enter into a joint venture with an established developer to construct a particular property.
Community programming .
Our community building efforts go beyond development and construction.
−Removed: We offer numerous community programs, including music, food and art events, educational programs, gardening and cooking lessons and various holiday festivities.
−Removed: We plan and program all of our events with a goal of building a community that transcends the physical features of our development and connects neighbors through their interests.
+Added: We offer numerous community programs with a goal of building a community that transcends the physical features of our development and connects neighbors through their interests.
We believe community building efforts create loyal residents that can become repeat customers within our multi-generational communities.
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Further, depending on the specific plans for each community and market conditions, we may vary the timing of certain of these activities.
−Removed: Throughout this process, we continually analyze each community relative to its market to determine which portions to sell, which portions to build and then sell, and which portions that we might retain as part of a portfolio of commercial and multi-family properties.
−Removed: We have organized our operations into four reportable segments, three of which are tied to our communities (our Valencia, San Francisco and Great Park segments) and one relating to our commercial operations (our Commercial segment).
−Removed: Our operations relating to these segments are discussed in more detail below in the sections titled “Our Communities” and “Commercial.”
+Added: We have organized our operations into three reportable segments, all of which are tied to our communities (our Valencia, San Francisco and Great Park segments).
+Added: Our operations relating to these segments are discussed in more detail below in the section titled “Our Communities.”
Our Communities
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Candlestick and The San Francisco Shipyard
−Removed: Candlestick and The San Francisco Shipyard, located on approximately 800 acres of bayfront property in the City of San Francisco, can include up to approximately 12,000 homesites, approximately 6.3 million square feet of commercial space,
−Removed: approximately 100,000 square feet of community space, artist studios and approximately 355 acres of parks and open space.
+Added: Candlestick and The San Francisco Shipyard, located on approximately 800 acres of bayfront property in the City of San Francisco, can include up to approximately 12,000 homesites, approximately 6.3 million square feet of commercial space, approximately 100,000 square feet of community space, artist studios and approximately 355 acres of parks and open space.
The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning.
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We commenced horizontal development activities at Candlestick in 2015.
−Removed: In October 2019, we received approval from the City of San Francisco on a revised development plan for the first phase of Candlestick that is currently planned to include approximately 750,000 square feet of office space, 1,600 homes, and 300,000 square feet of lifestyle amenities centered around retail and entertainment.
−Removed: As currently planned, Candlestick ultimately is expected to include approximately 7,000 homes.
+Added: In November 2024, we received approvals from the City and County of San Francisco to (among other things) transfer approximately two million square feet of research and development and office space to Candlestick from The San Francisco Shipyard.
+Added: Candlestick now has the potential to include up to approximately 2.8 million square feet of research and development and office space, approximately 7,200 homesites, and approximately 550,000 square feet of retail, hotel, entertainment and community uses.
+Added: We have commenced engineering for the next phase of infrastructure at Candlestick and expect to begin construction in early 2026.
At The San Francisco Shipyard, approximately 408 acres are still owned by the U.S.
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Great Park Neighborhoods is close to Interstate 5, Interstate 405, State Route 133 and John Wayne Airport (SNA) in Orange County.
−Removed: The first homesites at the Great Park Neighborhoods were sold in April 2013, and as of December 31, 2023, the Great Park Venture had sold 8,124 homesites (including 853 affordable homesites) and 153 acres of commercial land, including the Five Point Gateway Campus, allowing for development of up to approximately 3.5 million square feet of commercial office and research and development space.
+Added: The first homesites at the Great Park Neighborhoods were sold in April 2013, and as of December 31, 2024, the Great Park Venture had sold 8,683 homesites (including 853 affordable homesites) and approximately 166 acres of commercial land, including the Five Point Gateway Campus, allowing for development of up to approximately 3.6 million square feet of commercial office and research and development space.
As of December 31, 2024, builder sales totaled 6,817 market rate homes at the Great Park Neighborhoods (including 38 homes under a fee build arrangement).
The Great Park Venture reacquired the development rights equivalent to approximately one million square feet that had been previously sold with the Five Point Gateway Campus.
−Removed: For additional information about the Five Point Gateway Campus commercial land sale, see “—Commercial” below.
−Removed: We currently expect to develop and operate certain commercial properties within our existing mixed-use planned communities.
−Removed: We may develop and operate these properties on our own, or we may choose from time to time to develop and/or operate a particular property or properties in a strategic joint venture or other financing or entity structure with a third-party.
−Removed: Factors we consider in determining whether or not to proceed with a particular commercial investment include (1) our existing knowledge of the mixed-use planned communities we are currently developing and understanding their respective needs, (2) whether, in our judgment, a particular commercial property or investment will create additional value for our remaining land within the community, in addition to achieving desired investment returns on such property or investment on a stand-alone basis, (3) existing entitlements and our ability to change them, (4) compatibility of the physical site with our proposed uses, and (5) environmental considerations, traffic patterns and access to the site.
−Removed: In August 2017, the Gateway Commercial Venture, in which we own a 75% interest, acquired the Five Point Gateway Campus, consisting of approximately 73 acres of commercial land in the Great Park Neighborhoods that the Great Park Venture previously sold to a third party.
−Removed: The Five Point Gateway Campus currently includes approximately one million square feet planned for research and development, medical and office space in four buildings, which are designed to accommodate thousands of employees.
−Removed: In May 2020, the Gateway Commercial Venture closed on the sale of one building including approximately 11 acres of land within the campus to City of Hope.
−Removed: City of Hope operates the building as a comprehensive cancer care center and is currently constructing a hospital adjacent to the cancer care center.
−Removed: In August 2020, the Gateway Commercial Venture closed on the sale of two buildings to a real estate management company and operator.
−Removed: Our corporate headquarters are located in the fourth building, which remains owned by the Gateway Commercial Venture.
−Removed: In addition to the fourth building, the Gateway Commercial Venture owns approximately 50 acres of commercial land with additional development rights at the campus.
Other Properties
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Development Management Services
−Removed: Through the management company, we receive fees for providing development management services for Great Park Neighborhoods and for providing property management services to the Gateway Commercial Venture.
+Added: Through the management company, we receive fees for providing development management services for Great Park Neighborhoods and received fees for providing property management services to the Gateway Commercial Venture prior to the sale of its remaining interests in the Five Point Gateway Campus in December 2024.
We compete with other residential, retail and commercial property developers in the development of properties in the Northern and Southern California markets.
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• the size and scope of our mixed-use planned communities located in desirable and supply constrained California coastal markets;
−Removed: • the recreational and cultural amenities available within our communities;
+Added: • the recreational and cultural amenities available within or nearby our communities;
• the commercial centers in our communities;
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We also typically obtain all discretionary entitlements and approvals that the homebuilder or commercial builder will need to build homes or commercial buildings on our lots, although we may from time to time allocate responsibility for obtaining certain discretionary entitlements to a homebuilder or commercial builder.
−Removed: We have incurred significant costs and expenses over the last 10 to 15 years in order to obtain the primary entitlements (general plan and zoning approvals) for our communities.
+Added: We have incurred significant costs and expenses in order to obtain the primary entitlements (general plan and zoning approvals) for our communities.
Once these primary entitlements are obtained, we continue to refine the mixed-use plan for each community by planning specific development areas and obtaining the necessary governmental approvals for a development area.
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Development areas within our communities are at various stages of planning and development and, therefore, have received different levels of discretionary entitlements and approvals.
−Removed: In some cases, development areas have obtained entitlements and approvals allowing homes and commercial buildings to be built and sold, and in other cases development areas require further discretionary entitlements or approvals prior to the commencement of construction.
+Added: In some cases, development areas have obtained entitlements and
+Added: approvals allowing homes and commercial buildings to be built and sold, and in other cases development areas require further discretionary entitlements or approvals prior to the commencement of construction.
In the past, our approvals have been challenged by third parties.
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Environmental Protection Agency’s (“USEPA”) National Priorities List as sites requiring cleanup under federal environmental laws.
−Removed: While investigation and cleanup activities have been substantially completed for Great Park Neighborhoods, significant work is contemplated over the next few years for certain parcels within The San Francisco Shipyard, which will delay the transfer of such parcels to us for development.
+Added: While investigation and cleanup activities have been substantially completed for Great Park Neighborhoods, significant work is contemplated over the next several years for certain parcels within The San Francisco Shipyard, which will delay the transfer of such parcels to us for development.
The National Environmental Policy Act (“NEPA”) requires federal agencies to integrate environmental values into their decision making processes by considering the environmental impacts of their proposed actions and reasonable alternatives to those actions.
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Projects with significant expected impacts require an Environmental Impact Report (“EIR”) while more limited projects may be approved based on a Mitigated Negative Declaration.
−Removed: All of our development sites and projects have
−Removed: either been or continue to be investigated, remediated or reviewed (with documented EISs, FOSTs and EIRs, as applicable) in accordance with the above-described and other applicable environmental laws to determine the suitability of their proposed uses and to protect human health and the environment.
+Added: All of our development sites and projects have either been or continue to be investigated, remediated or reviewed (with documented EISs, FOSTs and EIRs, as applicable) in accordance with the above-described and other applicable environmental laws to determine the suitability of their proposed uses and to protect human health and the environment.
New or additional permitting requirements, new interpretations of requirements, changes in our operations or litigation or community objections over the adequacy of conducted reviews and other response and mitigation actions could also trigger the need for either amended or new reviews or actions, which could result in increased costs or delays of, modification of, or denial of rights to conduct, our development programs.
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Navy documents its findings that such remediation has occurred and that the property is suitable for transfer, consistent with all applicable laws and authorities, in a FOST.
−Removed: Investment Policies
−Removed: Investments in Real Estate or Interests in Real Estate
−Removed: We are a real estate development and operating company that specializes in the development and operation of mixed-use planned communities.
−Removed: Our goal is to create sustainable, long-term growth and value for our shareholders.
−Removed: We do not currently have an investment policy;
−Removed: however, our board of directors may adopt one in the future.
−Removed: We expect to pursue our investment objectives primarily through the ownership, development, operation and disposition of our communities:
−Removed: (1) Valencia;
−Removed: (2) Candlestick and The San Francisco Shipyard;
−Removed: and (3) Great Park Neighborhoods.
−Removed: Although we currently have no definitive agreements to acquire other properties, we may do so in the future.
−Removed: Our future investment or development activities will not necessarily be limited to any geographic area, product type or to a specified percentage of our assets.
−Removed: We may also participate with third parties in property ownership, development and operation, through joint ventures, private equity real estate funds or other types of co-ownership.
−Removed: We also may acquire real estate or interests in real estate in exchange for the issuance of our Class A common shares, our preferred shares, options to purchase shares or Class A units of the operating company.
−Removed: These types of investments may permit us to own interests in larger assets without unduly restricting our diversification and, therefore, provide us with flexibility in structuring our portfolio.
−Removed: We will limit our investment in any securities so that we do not fall within the definition of an “investment company” under the Investment Company Act of 1940, as amended.
−Removed: Investments in Real Estate Mortgages
−Removed: We may, at the discretion of our board of directors, invest in mortgages and other types of real estate interests, but we do not currently, nor do we currently intend to, engage in these activities.
−Removed: If we choose to invest in mortgages, we would expect to invest in mortgages secured by real property interests.
−Removed: We do not have a policy that restricts the proportion of our assets that may be invested in a type of mortgage or any single mortgage or type of mortgage loan.
−Removed: Securities of, or Interests in, Persons Primarily Engaged in Real Estate Activities and Other Issuers
−Removed: We do not currently intend to invest in securities of other entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over such entities.
−Removed: However, we may do so in the future.
−Removed: Investments in Other Securities
−Removed: Other than as described above and for short-term securities pending long-term commitment, we do not currently intend to invest in any additional securities such as bonds, preferred shares or common shares.
Human Capital
We are innovators and collaborators in the evolution of cities in coastal California, and our associates are the force behind the success of our communities.
−Removed: We believe in cultivating a work environment that fosters inclusion, diversity of thought, professional development and opportunities to grow and share innovative ideas across all our community elements.
+Added: We believe in cultivating a work environment that fosters accountability, professional development and opportunities to grow and share innovative ideas across all our community elements.
Our associates are expected to exhibit and promote honest, ethical and respectful conduct in the workplace.
All of our associates must adhere to a code of business conduct and ethics that sets standards for appropriate behavior and participate in required training on preventing and identifying harassment and discrimination.
−Removed: We believe that diversity within our employee base helps us to incorporate a wide range of perspectives into the development of our communities.
−Removed: We feel that the many cultures that live in our communities reflect the diverse mix of our associates.
−Removed: At December 31, 2023, women constituted approximately 46% of our workforce, and ethnic and racial minorities constituted approximately 45% of our workforce.
We have designed our compensation and benefits programs to attract, retain and engage talented individuals.
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In addition to charitable initiatives of the company, we encourage and provide the flexibility to allow our associates to pursue outside interests and to make a difference in their local communities.
−Removed: At December 31, 2023, we had approximately 90 employees, all of whom were working full-time.
+Added: At December 31, 2024, women constituted approximately 48% of our workforce, ethnic and racial minorities constituted approximately 32% of our workforce, and we had approximately 88 employees, all of whom were working full-time.
Information about our Executive Officers
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Name Age Position
−Removed: Daniel Hedigan 70 Chief Executive Officer
+Added: Daniel Hedigan 71 President and Chief Executive Officer
Michael Alvarado 59 Chief Operating Officer, Chief Legal Officer, Vice President and Secretary
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Daniel Hedigan.
−Removed: Hedigan has been our Chief Executive Officer since February 2022.
+Added: Hedigan has been our President and Chief Executive Officer since February 2022.
Prior to his appointment, Mr.
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McWilliams was President of Newhall Land & Farming.
−Removed: Tobler was appointed our Chief Financial Officer in September 2023.
+Added: Tobler has been our Chief Financial Officer, Treasurer and Vice President since September 2023.
Tobler joined us in 2016, and prior to his appointment as Chief Financial Officer, he most recently served as our Vice President – Treasury and Tax.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.