Five Point Holdings, LLC
25 Enterprise, Suite 300
Aliso Viejo, California 92656
May 5, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mr. Rahul Patel
| Re: | FivePointHoldings,LLC |
| Registration Statement on FormS-11 (FileNo. 333-217213) |
Ladies and Gentlemen:
Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on FormS-11 (FileNo. 333-217213) (the “Registration Statement”) of Five Point Holdings, LLC (the “Company”). We respectfully request that the Registration Statement become effective at 2:00 p.m., Eastern time, on May 9, 2017, or as soon as practicable thereafter.
The Company confirms that:
| (i) | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| (ii) | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| (iii) | the Company may not assert staff comments and the declaration of effectiveness of the filing as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We request that we be notified of such effectiveness by a telephone call to Jonathan L. Friedman, Esq. of Skadden, Arps, Slate, Meagher & Flom LLP, the Company’s counsel, at (213)687-5396, and that such effectiveness also be confirmed in writing. Thank you for your assistance in this matter.
| Very truly yours, | ||
| Five Point Holdings, LLC | ||
| By: | /s/ Michael Alvarado | |
| Name: | Michael Alvarado | |
| Title: | Chief Legal Officer, Vice President and Secretary | |
| cc: | FivePointHoldings,LLC |
| Emile Haddad |
Skadden,Arps,Slate,Meagher &FlomLLP
Jonathan L. Friedman, Esq.
Gregg A. Noel, Esq.
