3. Primary Entities
The primary entities discussed in this decision are: (1) Valencia, (2) Newhall Land and Farming Company, a limited partnership (Newhall Land and Farming), (3) LandSource Holding Company, LLC (LandSource Holding), (4) Newhall Land Development, LLC (Newhall Development), (5) Newhall Intermediary Holding Company, LLC (Newhall Intermediary), and (6) Newhall Holding Company, LLC (Newhall Holding). The relationships of these entities amongst themselves are depicted in Appendix A to this decision and are summarized in the following paragraphs.
3.1. Valencia
Valencia, a California corporation, was and continues to be wholly owned by Newhall Land and Farming. Valencia is a Class A water company which provides service to approximately 30,000 connections serving some 100,000 people in the Santa Clarita Valley north of Los Angeles County under the Commission's corporate identification number U342W. Its net revenues for the eight-month period ended August 31, 2009 were approximately $13.5 million and its earnings for that time period were approximately $1.4 million. Its principal place of business is at 24631 Avenue Rockefeller, Valencia, California.
3.2. Newhall Land and Farming
Newhall Land and Farming, a California limited partnership owned and continues to own a 100% interest in Valencia. Its principal place of business is at Valencia, California. According to the application, Newhall Land and Farming was and continues to be 99% owned by LandSource Holding and 1% by NWHL GP LLC.
3.3. LandSource Holding
LandSource Holding, a Delaware limited liability company qualified to transact business in California, is wholly owned by Newhall Development.4 Its principal place of business is at Valencia, California. According to the application, LandSource Holding has been part of the ownership structure since the transaction authorized in the 2007 Decision was consummated. However, although the 2007 application sought authority for LandSource Holding to acquire indirect control over Valencia, the 2007 Decision did not specifically authorize LandSource Holding to acquire such control. Accordingly, the current application seeks express authority for LandSource Holding to exercise indirect control over Valencia.5 LandSource Holding held and continues to hold a 100% ownership interest in Valencia through a 100% ownership interest in Newhall Land and Farming and in NWHL GP LLC.
3.4. Newhall Development
Newhall Development, then known as LandSource Communities Development LLC, was authorized by the 2007 Decision to hold a 100% ownership interest in Valencia through 100% ownership interests in Newhall Land and Farming and in NWHL GP LLC. Pursuant to a Chapter 11 plan of reorganization approved by the bankruptcy court and discussed in further detail below, an 82.31% majority ownership interest in Newhall Development is now owned by Newhall Intermediary. Minority ownership interest of 14.53% is held by Lennar Homes of California, Inc., 2.48% by Five Point Communities Management, Inc. and 0.68% by Emile Haddad. Newhall Development, is a Delaware limited liability company qualified to transact business in California, and its principal place of business is at Valencia, California.
Newhall Development owned and continues to own a 100% interest in Valencia through its 100% ownership of LandSource Holding, which, in turn, had and continues to have 100% ownership interests in Newhall Land and Farming and in NWHL GP LLC.
3.5. Newhall Intermediary
Newhall Intermediary, a Delaware limited liability company qualified to transact business in California, was created for purposes of implementing the transactions contemplated by a Reorganization Plan (Plan) and for facilitating investment in the restructured entities.6 An 85.72% majority ownership interest in Newhall Intermediary is held by Newhall Holding and a 14.28% minority ownership interest by Lender Group 1, consisting of numerous investment companies and debtors.7
Newhall Intermediary will hold an 82.31% ownership interest in Valencia through its 82.31% ownership interest in Newhall Development which, in turn, holds a 100% ownership interest in LandSource Holding, which, in turn, holds 100% ownership interests in NWHL GP LLC and in Newhall Land and Farming.
3.6. Newhall Holding
Newhall Holding, a Delaware limited liability company qualified to transact business in California, was created for purposes of implementing the transactions contemplated by the Plan and carrying forward the land development and related businesses formerly pursued by Newhall Development, Newhall Land and Farming, and affiliated companies. Its principal place of business is at Valencia, California. Newhall Holding is owned 100% by Lender Group 2, consisting of more than 100 investment companies, none of which owns more than a 20% interest in Newhall Holding.8
Newhall Holding will own a 70.56% majority ownership interest in Valencia through its 85.72% ownership interest in Newhall Intermediary which, in turn, holds an 82.31% ownership interest in Newhall Development which, in turn, holds a 100% ownership interest in LandSource Holding which, in turn, holds 100% ownership interests in NWHL GP LLC and in Newhall Land and Farming.
4 Newhall Development was formerly known as LandSource Communities Development LLC. Application at 2.
5 Application at 3, fn. 2.
6 In re LandSource Communities Development, LLC, et al, Case No. 08-11111 (KJC), United States Bankruptcy Court, District of Delaware.
7 Application at 2 and Appendix 8, Note 1.
8 Application at 8.
