Trinity Place Holdings (TPHS) to Delist from NYSE American

TL;DR

**TPHS is getting delisted from NYSE American due to rule violations, expect lower liquidity.**

AI Summary

Trinity Place Holdings Inc. (TPHS) announced on January 4, 2024, that it entered into a material definitive agreement and will be delisted from the NYSE American exchange. This delisting is due to the company's failure to satisfy continued listing rules, specifically related to the unregistered sale of equity securities. This matters to investors because delisting often reduces liquidity and can make the stock less attractive, potentially impacting its value.

Why It Matters

Delisting from a major exchange like NYSE American can significantly reduce a stock's liquidity and visibility, making it harder for investors to buy or sell shares and potentially leading to a lower valuation.

Risk Assessment

Risk Level: high — Delisting from a major exchange significantly increases investment risk due to reduced liquidity, potential for price volatility, and loss of institutional investor interest.

Analyst Insight

A smart investor would carefully evaluate their position in TPHS, considering the potential for reduced liquidity and price volatility post-delisting, and research where the stock might trade next (e.g., OTC markets).

Key Numbers

• 001-08546 — SEC File Number (identifies the company's filings with the SEC)

Key Players & Entities

• Trinity Place Holdings Inc. (company) — the registrant filing the 8-K
• NYSE American (company) — the exchange from which TPHS is being delisted
• January 4, 2024 (date) — date of the earliest event reported
• January 10, 2024 (date) — date of the 8-K report
• 001-08546 (dollar_amount) — Commission File Number

Forward-Looking Statements

• Trinity Place Holdings Inc. stock will experience decreased trading volume and liquidity. (TPHS) — high confidence, target: Q1 2024
• The company's stock price may face downward pressure following the delisting. (TPHS) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock $0.01 Par Value Per Share TPHS NYSE Ameri
• $0.30 — Investor Shares for a purchase price of $0.30 per share (the " Purchase Price "). The
• $2.9 million — f the Company's advisors (approximately $2.9 million in the aggregate). Following the Closin
• $25,000 — ayment of any operating costs less than $25,000 individually, or $75,000 in the aggrega
• $75,000 — osts less than $25,000 individually, or $75,000 in the aggregate, or (iii) any other pa
• $200,000 — of a dissolution event of the Company, $200,000 will be available to the Company to ful
• $50,000 — r any expense or liability in excess of $50,000 in any calendar year outside of the exp
• $750,000 — pCo Strategic Investor posts at least a $750,000 nonrefundable deposit and commits to cl
• $20 million — include an extension and approximately $20 million funded by Investor or its affiliates to
• $500,000 — e Agreement, such damages not to exceed $500,000 in the aggregate The foregoing descrip
• $400,000 — TPH Manager equal to the greater of (x) $400,000 or (y) 1.25% of (i) the outstanding pri

Filing Documents

• tm242386d1_8k.htm (8-K) — 84KB
• tm242386d1_ex10-1.htm (EX-10.1) — 1770KB
• tm242386d1_ex99-1.htm (EX-99.1) — 19KB
• 0001104659-24-002988.txt ( ) — 2470KB
• tphs-20240104.xsd (EX-101.SCH) — 3KB
• tphs-20240104_lab.xml (EX-101.LAB) — 33KB
• tphs-20240104_pre.xml (EX-101.PRE) — 22KB
• tm242386d1_8k_htm.xml (XML) — 3KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. Trinity Place Holdings Inc. (the " Company ") entered into a Stock Purchase Agreement (the " Stock Purchase Agreement "), dated as of January 5, 2024 (the " Effective Date "), with TPHS Lender LLC, the lender under the Company's corporate credit facility (the " Company Investor ") and TPHS Investor LLC, an affiliate of Company Investor (the " JV Investor ", and together with the Company Investor, the " Investor "), pursuant to which the Company Investor will acquire 25,112,245 shares of common stock, par value $0.01 per share (the " Common Stock ") of the Company (the " Investor Shares ") in accordance with the terms and conditions of the Stock Purchase Agreement. At the closing of the transactions contemplated by the Stock Purchase Agreement (the " Closing "), the Company and the JV Investor will enter into an amended and restated limited liability company operating agreement of TPHGreenwich Holdings LLC (the " JV " and the " JV Operating Agreement ", respectively), pursuant to which the JV Investor will be appointed the initial manager of, and acquire a five percent (5%) interest in, the JV, which JV will continue to own, indirectly, all of the real property assets and liabilities of the Company upon the consummation of the transactions contemplated by the Stock Purchase Agreement and the JV Operating Agreement, and hire a newly formed subsidiary of the Company to act as asset manager for the JV for an annual management fee (collectively, the " Transactions "). Stock Purchase Agreement Purchase Price The Stock Purchase Agreement provides that at the Closing, the Company will issue and sell to the Investor the Investor Shares for a purchase price of $0.30 per share (the " Purchase Price "). The Purchase Price will be deposited into a bank account of the Company (the " Purchase Price Reserve Account ") controlled by the Investor and to be used as set forth in the Stock Purchase Agreement. At Closing, the I

View Full Filing

View this 8-K filing on SEC EDGAR