Trinity Place Holdings Reports Material Agreements & Asset Disposition

TL;DR

**Trinity Place Holdings just dropped an 8-K about new agreements and asset changes, but the juicy details are still under wraps!**

AI Summary

Trinity Place Holdings Inc. filed an 8-K on February 20, 2024, reporting events that occurred on February 14, 2024. The filing indicates the entry into and termination of a material definitive agreement, as well as the completion of an acquisition or disposition of assets. The specific details of these transactions, including dollar amounts and involved parties, are not disclosed in this summary filing.

Why It Matters

This filing signals significant corporate activity for Trinity Place Holdings, potentially impacting its asset base and future financial performance, though specific details are pending.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (material agreements, asset disposition) without providing specific financial details, creating uncertainty.

Key Players & Entities

• Trinity Place Holdings Inc. (company) — Registrant
• February 20, 2024 (date) — Date of Report
• February 14, 2024 (date) — Date of earliest event reported
• Delaware (company) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock $0.01 Par Value Per Share TPHS NYSE Ameri
• $272,609 — and (iii) the JV incurred an advance of $272,609; TPHGreenwich Owner LLC, the subsidia
• $125,347,878 — iginal building loan will be reduced to $125,347,878.00, (ii) an additional project loan wil
• $2,850,000 — ject loan will be made in the amount of $2,850,000.00, (iii) the completion date will be e

Filing Documents

• tm244746d2_8k.htm (8-K) — 47KB
• tm244746d2_ex99-1.htm (EX-99.1) — 7KB
• 0001104659-24-025551.txt ( ) — 229KB
• tphs-20240214.xsd (EX-101.SCH) — 3KB
• tphs-20240214_lab.xml (EX-101.LAB) — 33KB
• tphs-20240214_pre.xml (EX-101.PRE) — 22KB
• tm244746d2_8k_htm.xml (XML) — 3KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. On February 14, 2024 (the " Closing Date "), in connection with the closing of the transactions contemplated by the Stock Purchase Agreement, dated as of January 5, 2024 (as amended, the " Stock Purchase Agreement "), between Trinity Place Holdings Inc. (the " Company "), 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 "), the applicable parties entered into the following agreements: the Company and the JV Investor entered into an amended and restated limited liability company operating agreement of TPHGreenwich Holdings LLC (the " JV ") in substantially the form as previously disclosed (the " JV Operating Agreement "), pursuant to which the JV Investor was appointed the initial manager of, and acquired 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; the JV and a newly formed subsidiary of the Company (the " TPH Asset Manager ") entered into an asset management agreement in substantially the form as previously disclosed (the " Asset Management Agreement "), pursuant to which the JV hired the TPH Asset Manager to act as initial asset manager for the JV for an annual management fee; the Company entered into the Borrower Assignment and Assumption Agreement (the " Borrower Assignment and Assumption Agreement "), pursuant to which the Company assigned all of its rights, interests, duties, obligations and liabilities in, to and under the Credit Agreement, dated as of December 19, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the " Original CCF "), by and among the Company, as borrower, certain subsidiaries of the Company as guarantors, and the Comp

02. Termination

Item 1.02. Termination of a Material Definitive Agreement. On the Closing Date, the Company and the Company Investor entered into an agreement pursuant to which the Warrant Agreement, dated as of December 19, 2019, among the Company and the Company Investor, as amended, was terminated in accordance with the terms of the Stock Purchase Agreement.

01. Completion

Item 2.01. Completion of Acquisition or Disposition of Assets. On the Closing Date, the Company consummated the transactions contemplated by the Stock Purchase Agreement, including, among other things, (i) the issuance of 25,112,245 shares of common stock, par value $0.01 per share (the " Common Stock ") to the Company Investor, (ii) the entry by Company and the JV Investor into the JV Operating Agreement, and (iii) the entry by the JV and TPH Asset Manager into the Asset Management Agreement (collectively, the " Transactions ").

07 Submission

Item 5.07 Submission of Matters to a Vote of Security Holders. As previously disclosed, the Company filed with the Securities and Exchange Commission (the " SEC ") a definitive consent solicitation statement on Schedule 14A (the " Consent Solicitation Statement ") seeking consent from stockholders to the stockholder proposals relating to the Transactions, as described in more detail in the Consent Solicitation Statement (the " Stockholder Proposals "). The affirmative vote of the Company's stockholders of record as of the record date of January 2, 2024 holding a majority of the outstanding Common Stock was required to authorize and adopt the Stockholder Proposals (the " Required Stockholder Consent "). On February 7, 2024, the Company received the Required Stockholder Consent, upon which such stockholder consents became irrevocable in accordance with the terms of the consent solicitation. The final voting results of the consent solicitation as of the Closing Date were as set forth below: 1. Authorization of the Stock Purchase Agreement and the transactions contemplated thereby, as described in the Consent Solicitation Statement, by adoption of the following resolutions: WHEREAS , the Board has adopted, approved and authorized the Stock Purchase Agreement, JV Operating Agreement and the Transactions contemplated thereby (the "Transactions") and has recommended that the Company's stockholders adopt resolutions authorizing the Stock Purchase Agreement, JV Operating Agreement and the Transactions. NOW THEREFORE, BE IT RESOLVED , that the Stock Purchase Agreement, JV Operating Agreement and the Transactions are hereby authorized in all respects; and be it further RESOLVED , that, pursuant to Section 271(b) of the Delaware General Corporation Law, notwithstanding the approval of the Stock Purchase Agreement, JV Operating Agreement and the Transactions, the Board may abandon the Stock Purchase Agreement, JV Operating Agreement and the Transactions without further a

01. Regulation

Item 7.01. Regulation FD Disclosure. On February 20, 2024, the Company issued a press release announcing the closing of the Transactions. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 7.01. The information under this Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibit hereto, is material or that the dissemination of such information is required by Regulation FD.

01. Financial

Item 9.01. Financial (d) Exhibits 99.1 Press release, dated February 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRINITY PLACE HOLDINGS INC. Date: February 20, 2024 /s/ Steven Kahn Steven Kahn Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR