Trinity Place Holdings Inc. Files 8-K with Corporate Updates

TL;DR

Trinity Place Holdings Inc. filed an 8-K on Feb 5, 2025, with material agreements, exec changes, and financials.

AI Summary

On February 5, 2025, Trinity Place Holdings Inc. filed an 8-K report detailing several significant corporate events. These include the entry into and termination of material definitive agreements, changes in directorships and officer appointments, and the adoption of new compensatory arrangements for certain officers. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant changes in Trinity Place Holdings Inc.'s corporate structure and agreements, which could impact its operational strategy and financial performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers, which can introduce uncertainty and potential risks.

Key Players & Entities

• Trinity Place Holdings Inc. (company) — Registrant
• February 5, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — stock (the " Common Stock "), par value $0.01 per share of the Company (such shares a
• $2,586,200 — consideration payable to the Seller is $2,586,200 for the Shares and certain agreements p

Filing Documents

• tm255530d1_8k.htm (8-K) — 40KB
• tm255530d1_ex10-1.htm (EX-10.1) — 65KB
• tm255530d1_ex10-2.htm (EX-10.2) — 50KB
• tm255530d1_ex10-3.htm (EX-10.3) — 13KB
• 0001104659-25-009671.txt ( ) — 369KB
• tphs-20250205.xsd (EX-101.SCH) — 3KB
• tphs-20250205_lab.xml (EX-101.LAB) — 33KB
• tphs-20250205_pre.xml (EX-101.PRE) — 22KB
• tm255530d1_8k_htm.xml (XML) — 3KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. Stock Purchase Agreement On February 5, 2025 (the " SPA Effective Date "), Trinity Place Holdings Inc. (the " Company ") entered into a Stock Purchase Agreement (the " Stock Purchase Agreement ") with TPHS Lender LLC (the " Seller ") and Steel IP Investments, LLC (the " Purchaser "), an affiliate of Steel Partners Holdings L.P. (" Steel Partners "), pursuant to which the Purchaser has agreed to purchase from Seller, and the Seller has agreed to sell to Purchaser, 25,862,245 shares of common stock (the " Common Stock "), par value $0.01 per share of the Company (such shares are referred to collectively herein as the " Shares ") in accordance with the terms and conditions of the Stock Purchase Agreement. The aggregate consideration payable to the Seller is $2,586,200 for the Shares and certain agreements pursuant to the Stock Purchase Agreement. At the closing of the transactions contemplated by the Stock Purchase Agreement (the " Closing "), the Company, the Seller and the Purchaser will enter into certain ancillary agreements referenced below. The transactions contemplated by the Stock Purchase Agreement are herein referred to as the " Transactions ." The Company entered into the Stock Purchase Agreement, and will enter into the other Transactions, with a view toward, among other things, achieving significant operational synergies, including through the use of Steel Partners' corporate services and participation in Steel Partners operational excellence programs. Conditions to Closing The obligations of the Seller and the Purchaser to consummate the Transactions are subject to the satisfaction or waiver of certain closing conditions, including: with respect to the Purchaser, among other things: (a) the assumption by the Seller of the Company's guarantee under a loan relating to the Company's property in Paramus, New Jersey (the " New Jersey Property ") owned by TPHGreenwich Holdings LLC (the " JV Entity "

02 Termination of a Material Definitive

Item 1.02 Termination of a Material Definitive Agreement. The information contained in Item 1.01 of this Current Report on Form 8-K under the heading "AMA Termination Agreement" is incorporated by reference herein and made a part hereof.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As disclosed in Item 1.01 above, under the terms of the Purchaser Stockholders' Agreement, as of the Closing Date, the Board will consist of five (5) members, who will initially be: (i) Jack L. Howard (Chairman), (ii) Alexander C. Matina, (iii) Joseph Martin, (iv) Jeffrey S. Wald, and (v) Joanne M. Minieri. Each of Matthew Messinger, Keith Pattiz and Dan Bartok have tendered their resignation from the Board and as a member of any committees of the Board, which resignation will become effective immediately at the Closing Date; provided that, to the extent the Closing Date does not occur within thirty days of the execution of the Stock Purchase Agreement, such resignations will be null and void in all respects. As noted in Item 1.01, under the terms of the Purchaser Stockholders' Agreement, as of the Closing Date, Matthew Messinger will act as an observer of the Board until the earlier of (i) his voluntary resignation as an observer of the Board and (ii) the Board's determination to remove Mr. Messinger as an observer of the Board.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Stock Purchase Agreement, dated as of February 5, 2025, by and among Trinity Place Holdings Inc. (solely with respect to Sections 1.6.3 and 5.1 thereto), TPHS Lender LLC and Steel IP Investments, LLC 10.2 Shareholder Rights Agreement, dated as of February 5, 2025, by and between Trinity Place Holdings Inc. and Steel IP Investments, LLC 10.3 Termination Agreement (Asset Management Agreement), dated as of February 5, 2025, by and between TPHGreenwich Holdings LLC and TPH Asset Manager LLC 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 5, 2025 /s/ Steven Kahn Steven Kahn Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR