NOTES PAYABLE, NET
At December 31, 2025 and 2024, notes payable, net consisted of the following (in thousands): | | | | | | | | | | | |
| 2025 | | 2024 |
8.000% Senior Notes due 2030 | $ | 450,000 | | | $ | — | |
10.500% initial rate Senior Notes due 2028 | — | | | 523,494 | |
7.875% Senior Notes due 2025 | — | | | 1,500 | |
| Unamortized premium | — | | | 2,591 | |
| Unamortized debt issuance costs | (6,652) | | | (1,848) | |
| $ | 443,348 | | | $ | 525,737 | |
Senior Notes
After completing an exchange offer in January 2024, the Operating Company and Five Point Capital Corp., a direct wholly owned subsidiary of the Operating Company (the “Co-Issuer” and, together with the Operating Company, the “Issuers”), had two tranches of unsecured senior notes outstanding, which included the 10.500% initial rate senior notes due January 2028 (the “2028 Notes”) and the unexchanged portion of the 7.875% senior notes due November 2025 (the “2025 Notes”).
On September 25, 2025, the Issuers offered, sold and issued $450.0 million aggregate principal amount of 8.000% unsecured senior notes due October 1, 2030 (the “2030 Notes”). Net proceeds from the offering, after underwriting fees and offering expenses, were $444.0 million. The Company incurred an additional $1.0 million in third party transaction and advisory costs in connection with the offering, resulting in aggregate debt issuance costs of $7.0 million. The 2030 Notes accrue interest at a rate of 8.000% per annum. Interest on the 2030 Notes is payable semi-annually in arrears on April 1 and October 1, commencing April 1, 2026. The 2030 Notes are guaranteed, jointly and severally, by certain direct and indirect subsidiaries of the Operating Company and are redeemable at the
option of the Issuers, in whole or in part, at a declining call premium as set forth in the indenture governing the 2030 Notes, plus accrued and unpaid interest.
Also on September 25, 2025, the Issuers used the net proceeds from the issuance of the 2030 Notes, together with cash on hand, to (i) purchase $471.5 million in principal amount of the $523.5 million outstanding 2028 Notes that were validly tendered pursuant to a cash tender offer (the “Concurrent Tender Offer”) and (ii) redeem $52.0 million in principal amount of the remaining 2028 Notes that were not purchased in the Concurrent Tender Offer by concurrently delivering and irrevocably depositing amounts with the indenture trustee (the “Trust Amounts”) sufficient to fund the payment of the principal amount and interest due on November 15, 2025, the redemption date. After the deposit of such Trust Amounts, the indenture governing the 2028 Notes was satisfied and discharged in accordance with its terms. The Company recognized a loss on debt extinguishment totaling $1.8 million in connection with the refinancing.
Interest incurred, including amortization of debt issuance costs and premium, on the 2025 Notes, 2028 Notes and 2030 Notes during the years ended December 31, 2025, 2024 and 2023 totaled $52.9 million, $58.4 million and $50.8 million, respectively. All interest incurred was capitalized to inventories for all three years.
Revolving Credit Facility
The Operating Company has a $217.5 million unsecured revolving credit facility that matures in July 2029. Any borrowings under the revolving credit agreement will bear interest at CME Term Secured Overnight Financing Rate 1 Month plus a margin of either 2.25% or 2.50% based on the Company’s leverage ratio. The revolving credit facility may be further extended to July 2030, subject to the satisfaction of certain conditions, including the approval of the administrative agent and lenders. As of December 31, 2025, no borrowings or letters of credit were outstanding on the Operating Company’s revolving credit facility.