Invest-in-America
1 month ago
TPHS: Is this a bonkers Company or what, Dudes??? Nevertheless, I myself WON their recent "Running of the Brides" Global Contest in Paris!! (See my Gold Medal bride, below, at the TPHS Tournament last weekend!!)
"Trinity Place Holdings Inc. is a real estate holding, investment, development, and asset management company. The Company operates through the commercial real estate segment. The Company's property includes 77 Greenwich Street in Lower Manhattan, which consists of a 90-unit residential condominium tower, retail space and a New York City elementary school. The Company also owns a 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York. In addition, the Company owns a property occupied by retail tenants in Paramus, New Jersey. In addition to its real estate portfolio, the Company also controls a variety of intellectual property assets focused on the consumer sector, including FilenesBasement.com, its rights to the Stanley Blacker brand, as well as the intellectual property associated with the Running of the Brides event and An Educated Consumer is Our Best Customer slogan."
"Headquarters
340 Madison Avenue, Suite 3C
New York, NY
10173"
"Check-out my new Gold Medal BRIDE, above --- last weekend at the TPHS Tournament!! She's a veritable DOLL, ain't she!!??"
//////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////
Enterprising Investor
5 months ago
Trinity Place Holdings Inc. Completes Recapitalization Transactions (2/20/24)
NEW YORK--(BUSINESS WIRE)--Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) announced that on February 14, 2024 the Company closed its previously announced recapitalization transactions. In connection with these transactions, the maturity date of each of the mortgage loan agreement and mezzanine loan agreement for the 77 Greenwich property was extended to October 23, 2025 with an option to extend for an additional year. At the closing, the lender under the Company’s corporate credit facility purchased 25,112,245 shares of common stock of the Company and the maturity date of the Company’s corporate credit facility was extended to June 30, 2026. In addition, an affiliate of the lender acquired a 5% interest in and became the manager of the joint venture that holds the Company’s real estate assets and related liabilities, including the corporate credit facility, with the Company retaining a 95% interest in the joint venture, in addition to substantial federal, state and local tax net operating losses and certain intellectual property assets. The joint venture has additionally engaged the Company to act as asset manager for the joint venture for an annual management fee. The Company believes that the transactions will allow for an improved structure for a new investor to invest in the Company, which is less complex as a result of the real estate assets and substantially all liabilities being off-balance sheet. In addition, the parties have agreed to certain provisions in the stock purchase agreement to accommodate a new strategic partner that may invest in the Company.
About Trinity Place Holdings
Trinity Place Holdings Inc. is a real estate holding, investment, development and asset management company. As of February 14, 2024, the Company’s real estate assets and related liabilities are held through an entity owned 95% by the Company, with an affiliate of the lender under the Company’s corporate credit facility owning a 5% interest in and acting as manager of such entity. These real estate assets include (i) the property located at 77 Greenwich Street in Lower Manhattan, which is substantially complete as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school, (ii) a 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York, and (iii) a property occupied by a retail tenant in Paramus, New Jersey. The Company controls a variety of intellectual property assets focused on the consumer sector, a legacy of its predecessor, Syms Corp., including FilenesBasement.com, its rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan. In addition, the Company had approximately $305.4 million of federal net operating loss carryforwards at September 30, 2023, as well as approximately $291.7 million of various state and local NOLs, which can be used to reduce its future taxable income and capital gains.
https://www.businesswire.com/news/home/20240220601598/en/
Enterprising Investor
6 months ago
Trinity Place Holdings Inc. Enters Into Recapitalization Transactions (1/11/24)
NEW YORK--(BUSINESS WIRE)--Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) announced that, effective as of January 5, 2024, the Company had entered into a stock purchase agreement with the lender under its corporate credit facility and an affiliate of such lender (the “Investor”), pursuant to which the Investor will be issued 25,112,245 shares of common stock of the Company for a purchase price of $0.30 per share 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 Company and the Investor will enter into a joint venture agreement, pursuant to which the joint venture will be appointed the initial manager of, and acquire a five percent (5%) interest in, the joint venture, which joint venture will continue to own, indirectly, all of the real property assets of the Company upon the consummation of the transactions contemplated by the stock purchase agreement and the joint venture agreement, and which joint venture will initially hire a newly formed wholly-owned subsidiary of the Company to act as asset manager for the joint venture for an annual management fee. The Company expects that net proceeds from the issuance of the shares to the Investor at the closing of the transactions will be approximately $4.5 million.
Under the proposed transactions, the real estate assets and related liabilities as well as the corporate credit facility will become part of the joint venture, with the public company retaining the substantial federal, state and local tax net operating losses, the intellectual property and a 95% equity interest in the newly formed joint venture. If consummated, the Company believes that the transactions will allow for an improved structure for a new investor to invest in the Company, which is less complex as a result of the real estate assets and substantially all liabilities being off-balance sheet. In addition, the parties have agreed to certain provisions in the stock purchase agreement to accommodate any new strategic partner that may invest in the Company.
The transactions are subject to various conditions and the Company and the Investor have made certain covenants and agreements, as described in the more detail in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) today concurrently with this release. In addition, on January 8, 2024, the Company filed a preliminary consent solicitation statement with the SEC, and intends to file a definitive consent solicitation statement and other relevant materials with the SEC, pursuant to which the Company will solicit the written consents of its stockholders to the proposals set forth therein in accordance with the provisions of the stock purchase agreement.
NYSE Communication
In addition, on January 4, 2024, the Company received a letter (the “Notice”) from the NYSE American LLC (“NYSE American”) advising the Company that the NYSE American had determined that the Company’s securities had been selling for a low price per share for a substantial period of time and, pursuant to Section 1003(f)(v) of the Guide, the Company’s continued listing is predicated on it effecting a reverse stock split of its shares of common stock or otherwise demonstrating sustained price improvement by no later than July 4, 2024. The notice states that, as a result of the foregoing, the Company has become subject to the procedures and requirements of Section 1009 of the Guide, which could, among other things, result in the initiation of delisting proceedings, unless the Company cures the deficiency in a timely manner. The NYSE American can also take accelerated delisting action if the Common Stock trades at levels viewed to be abnormally low.
The Notice has no immediate impact on the listing of the Company’s shares of common stock, par value $0.01 per share (the “Common Stock”), which will continue to be listed and traded on the NYSE American during the period mentioned above, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Common Stock will continue to trade under the symbol “TPHS”, but will have an added designation of “.BC” to indicate the status of the Common Stock as “below compliance”. The Notice does not affect the Company’s ongoing business operations or its reporting requirements with the SEC.
The Company intends to consider available options to regain compliance with the requirements set forth in the Notice. No decisions have been made at this time. There can be no assurance that the Company will be able to achieve compliance with the NYSE American’s continued listing standards within the required time frames.
Additional details regarding the Notice from the NYSE American were included in, and the description above is qualified in its entirety by, the Company’s Current Report on Form 8-K filed with the SEC on January 10, 2024, which is available on the Company’s website under “Investor Relations – SEC Filings” at www.tphs.com.
About Trinity Place Holdings
Trinity Place Holdings Inc. is a real estate holding, investment, development and asset management company. The Company’s largest asset is a property located at 77 Greenwich Street in Lower Manhattan, which is substantially complete as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school. The Company also owns a 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York, as well as a property occupied by a retail tenant in Paramus, New Jersey. In addition to its real estate portfolio, the Company also controls a variety of intellectual property assets focused on the consumer sector, a legacy of its predecessor, Syms Corp., including FilenesBasement.com, its rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan. In addition, the Company also had approximately $305.4 million of federal net operating loss carryforwards at September 30, 2023, as well as approximately $291.7 million of various state and local NOLs, which can be used to reduce its future taxable income and capital gains.
Additional Information and Where to Find It
In connection with the proposed transactions contemplated by the stock purchase agreement, the Company has filed and intends to file with the SEC preliminary and definitive consent solicitation statements, respectively, relating to the contemplated transactions and other relevant documents. The definitive consent solicitation statement will be mailed to the Company’s stockholders as of the record date established for voting on the contemplated transactions and related matters. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE CONSENT SOLICITATION STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS OR INCORPORATED BY REFERENCE IN THE CONSENT SOLICITATION STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE CONTEMPLATED TRANSACTIONS. Investors and security holders may obtain free copies of these documents (when they are available) on the SEC’s website at www.sec.gov or on the Company’s website at www.tphs.com.
Participants in Solicitation
This communication is not a solicitation of a consent from any investor or securityholder. However, the Company and its directors and executive officers may, under SEC rules, be deemed participants in the solicitation of consents from the stockholders of the Company in connection with the contemplated transactions and related matters. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of consents in connection with the proposed transactions and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the preliminary and definitive consent solicitation statements (when available) for the contemplated transactions. Additional information regarding the Company’s directors and executive officers is included in the Company’s Definitive Proxy Statement on Schedule 14A for the Company’s 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2023. To the extent holdings of the Company’s securities by the directors or executive officers have changed since the amounts set forth in the Definitive Proxy Statement on Schedule 14A for the Company’s 2023 Annual Meeting of Stockholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC. These documents (when available) are available free of charge from the sources indicated above.
https://www.businesswire.com/news/home/20240110968595/en/Trinity-Place-Holdings-Inc.-Enters-Into-Recapitalization-Transactions
subslover
7 months ago
As previously disclosed in the Current Report on Form 8-K filed with the SEC on August 31, 2023 (the “August 8-K”, on August 24, 2023, (i) the Company and its subsidiary borrower (the “Mezz Borrower”) under the Amended and Restated Mezzanine Loan Agreement (the “Mezz Loan Agreement”), dated as of December 22, 2020, by and among the Mezz Borrower and TPHS Lender II LLC, as lender (“Mezz Lender”) and administrative agent thereunder, and (ii) the Company, as borrower under the Credit Agreement, dated as of December 19, 2019 (as amended, the “CCF”), by and between the Company, certain of its subsidiaries, as guarantors, and TPHS Lender LLC, as initial lender (the “CCF Lender”) and administrative agent, each entered into a forbearance agreement, pursuant to which each of the Mezz Lender and CCF Lender agreed to forbear from exercising its rights and remedies with respect to certain specified defaults described in the August 8-K, until the earliest of December 31, 2023 and the occurrence of certain other specified events described in the August 8-K (the “Prior TPHS Lender Forbearance Periods”). In addition, as previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 7, 2023 (the “September 8-K”), on September 6, 2023, Trinity Place Holdings Inc. (the “Company”) and its subsidiary borrower (the “Mortgage Borrower”) under the Master Loan Agreement, dated as of October 22, 2021 (the “Mortgage Loan Agreement”), by and between the Mortgage Borrower and Macquarie PF Inc., as lender and administrative agent (the “Mortgage Lender”), entered into a forbearance agreement effective as of September 1, 2023, pursuant to which, among other things, the Mortgage Lender agreed to forbear from exercising its rights and remedies with respect to certain specified defaults described in the September 8-K, until the earliest of December 20, 2023 and the occurrence of certain other specified events described in the September 8-K (the “Mortgage Loan Forbearance Period”).
On December 20, 2023, the Mortgage Lender agreed to extend the Mortgage Loan Forbearance Period to January 31, 2024; provided that the extended Mortgage Loan Forbearance Period will only apply to the extent that the Company has filed the preliminary consent solicitation materials with the SEC in connection with the solicitation of the vote or consent of the Company’s shareholders in respect of certain proposed transactions with the CCF Lender and/or its affiliates, on the terms set forth in a non-binding term sheet, on or prior to January 5, 2024 (the “Mortgage Loan Forbearance Agreement”). In addition, on December 22, 2023, the Mezz Lender and CCF Lender agreed to extend the Prior TPHS Lender Forbearance Periods to January 31, 2024; provided that the extended forbearance periods will only apply to the extent and for so long as the Mortgage Lender is also forbearing pursuant to the terms of the Mortgage Loan Forbearance Agreement.
Enterprising Investor
8 months ago
Forbearance Agreement (12/01/23)
As previously disclosed, on September 6, 2023, Trinity Place Holdings Inc. (the “Company”) and its subsidiary borrower (the “Mortgage Borrower”) under the Master Loan Agreement, dated as of October 22, 2021 (the “Mortgage Loan Agreement”), by and between the Mortgage Borrower and Macquarie PF Inc., as lender and administrative agent (the “Mortgage Lender”), entered into a forbearance agreement effective as of September 1, 2023 (the “Forbearance Agreement”), pursuant to which, among other things, the Mortgage Lender agreed to forbear from exercising its rights and remedies during the Forbearance Period, as defined below, with respect to any failure by the Mortgage Borrower to make payments under the Mortgage Loan Agreement, including, without limitation, interest payments due on September 1, 2023 and principal and interest payments due at maturity, and achieve any Milestone Construction Hurdles or to satisfy the Quarterly Sales Hurdle (each as defined in the Mortgage Loan Agreement) or make the related prepayment as and when required, until the earliest of November 15, 2023 and the occurrence of certain other specified events (the “Forbearance Period”). The Forbearance Period terminated in accordance with the terms of the Forbearance Agreement. On November 28, 2023, the Company, Mortgage Borrower and Mortgage Lender entered into an agreement pursuant to which, among other things, the Mortgage Lender agreed to reinstate the Forbearance Period effective as of November 15, 2023 and extend the Forbearance Period to December 20, 2023, as such date may be further extended by the Mortgage Lender in its sole discretion by written notice to the Mortgage Borrower. In connection with certain of the Proposed Transactions, as defined below, the parties also agreed to non-binding terms which contemplate certain amendments to the Mortgage Loan Agreement, including among others, an extension of the maturity date by two years, subject to an extension by an additional one year period if certain conditions are satisfied.
On December 1, 2023, the Company entered into an eighth amendment (the “CCF Amendment”) to the Credit Agreement, dated as of December 19, 2019 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “CCF”), by and between the Company, as borrower, certain subsidiaries of the Company as guarantors, and TPHS Lender LLC, as initial lender (the “CCF Lender”) and as administrative agent which provided among other things for the provision of incremental term loan advances under the CCF in the amount of $750,000, with the first $375,000 being provided upon execution of the CCF Amendment and the second $375,000 to be provided upon and subject to board approval of definitive agreements in respect of certain proposed transactions with the CCF Lender and/or its affiliates, on the terms set forth in a non-binding term sheet (the “Proposed Transactions”) and the filing of preliminary materials with the Securities and Exchange Commission (“SEC”) for the solicitation of the vote or consent of the Company’s stockholders, if required. The CCF Amendment also amends the Company’s forbearance agreement with the CCF Lender with respect to certain additional defaults in respect of which the CCF Lender is forbearing. The terms of such forbearance agreement are otherwise unchanged.
The Company continues to explore strategic and financing alternatives. There can be no assurance that any such transactions, including the Proposed Transactions, will be entered into or consummated before the Forbearance Period expires, and that the Mortgage Lender will not exercise its rights and remedies, including seeking to foreclose on the 77 Greenwich property and assets securing the loan, among other remedies, or before the forbearance periods under the previously disclosed forbearance agreements with the CCF Lender and lender under the Company’s mezzanine loan expire, and that the lenders thereunder will not exercise their respective rights and remedies. Any definitive agreements if entered into would be subject to conditions to closing, including stockholder approval if applicable, and there is no assurance that such transactions would be consummated on terms or a timeframe acceptable to the Company or at all. Even if a strategic transaction and/or other transaction(s) are entered into, the benefits to stockholders, if any, of such transactions are uncertain. There can also be no assurance that the Company will be able to obtain additional forbearance from the Mortgage Lender or the other lenders or complete a restructuring or refinancing and/or obtain an acceptable waiver or amendment under all or any of the facilities on terms acceptable to the Company, or at all, or that the Company’s cash position will extend through the date on which forbearance terminates.
Enterprising Investor
11 months ago
Forbearance Agreement (8/31/23)
As previously disclosed, Trinity Place Holdings Inc. (the “Company”) has explored a range of potential strategic alternatives and engaged financial advisors to assist it in evaluating alternatives. Also as previously disclosed, the Company entered into an amendment to its CCF, as defined below, which provided, among other things, for the deferment of cash interest payments and deferment of a $7 million prepayment until August 31, 2023, and that the Company will enter into a Strategic Transaction, as defined in the CCF, that results in the repayment of the CCF or prepay the CCF by $5 million from equity proceeds by such date. In furtherance of the foregoing, on August 24, 2023, the Company and certain subsidiaries entered into Forbearance Agreements, as defined below, for the purpose of providing additional time for the Company to pursue a potential strategic transaction as described in Item 8.01 below.
On August 24, 2023, the Company and its subsidiary borrower (the “Mezzanine Borrower”) under the Amended and Restated Mezzanine Loan Agreement (the “Mezzanine Loan Agreement”), dated as of December 22, 2020, by and among the Mezzanine Borrower and the lender and administrative agent thereunder (“Mezzanine Lender”), entered into a Forbearance Agreement (the “Mezzanine Loan Forbearance Agreement”), pursuant to which the Mezzanine Lender agreed to forbear from exercising its rights and remedies during the Forbearance Period, as defined below, with respect to (i) the failure by the Company’s subsidiary borrower (the “Mortgage Borrower”) under the Master Loan Agreement, dated as of October 22, 2021 (the “Mortgage Loan Agreement”) with the lender and administrative agent thereunder (the “Mortgage Lender”), or the Mezzanine Borrower, to make payments under the Mortgage Loan Agreement or the Mezzanine Loan Agreement, respectively, including regular monthly interest payments and principal and interest due at maturity, and (ii) the failure by the Mortgage Borrower or the Mezzanine Borrower to achieve any Milestone Construction Hurdles, or satisfy the Quarterly Sales Hurdle, as such terms are defined in the Mortgage Loan Agreement and Mezzanine Loan Agreement, respectively, or make the related prepayment as and when required (the “Mezzanine Forbearance Defaults”).
In addition, on August 24, 2023, the Company also entered into a Forbearance Agreement (the “CCF Forbearance Agreement”, and together with the Mezzanine Forbearance Agreement, the “Forbearance Agreements”) with respect to the Credit Agreement, dated as of December 19, 2019 (as amended, the “CCF”), by and between the Company, as borrower, certain of its subsidiaries as guarantors, and TPHS Lender LLC, as initial lender (the “CCF Lender”) and administrative agent, pursuant to which the CCF lender agreed to forbear from exercising its rights and remedies during the Forbearance Period with respect to (i) any failure by the Company, as borrower, to make payments under the CCF including, without limitation, the amortization payment in the amount of $7,000,000 on or prior to August 31, 2023 and any cash interest payments and (ii) any failure by the Company, as borrower, to consummate a Strategic Transaction on or prior to August 31, 2023 (the “CCF Forbearance Defaults”, and together with the Mezzanine Forbearance Defaults, the “Forbearance Defaults”).
Each of the Forbearance Agreements provides that the period of forbearance (the “Forbearance Period”) ends on the earliest of (i) the consummation of a Strategic Transaction, (ii) an event of default other than the Forbearance Defaults, (iii) the failure of the Company to have entered into term sheets with respect to a Strategic Transaction by August 31, 2023 or to have consummated a Strategic Transaction by December 31, 2023, (iv) a representation made by the Company in the Forbearance Agreement shall fail to be correct in all material respects, (v) the filing of a complaint by the Mortgage Lender to foreclose a Mortgage, as defined in the Mortgage Loan Agreement, or a comparable exercise of remedy thereunder, or (vi) the Potential Strategic Party, as defined below, states in writing that it is no longer pursuing a transaction with the Company and is not replaced by a third party pursuing a substantially similar transaction within thirty days.
As previously disclosed, the Company has explored a range of potential strategic alternatives, and previously engaged financial advisors to assist it in evaluating alternatives. On August 24, 2023, the Company entered into term sheets with a large unaffiliated asset manager with investment expertise in, among other things, real estate in the public and private markets (the “Potential Strategic Party”), and an affiliate of its CCF Lender and Mezzanine Lender, each providing for a 30-day exclusivity period, subject to customary terms and conditions, for purposes of finalizing due diligence and negotiating definitive documentation for investments in the Company and a modification of the Company’s debt, respectively. The Company is also in discussions with the Mortgage Lender regarding a potential forbearance agreement with respect to the Mortgage Loan Agreement in connection with the payment and other obligations referred to in the Mezzanine Loan Forbearance Agreement for the purpose of facilitating the Company’s pursuit of the potential strategic transaction.
The exclusivity provisions under the term sheets do not bind any party to a definitive transaction agreement, and there can be no assurance that any such agreements, or any other transactions, will be entered into or consummated, and any definitive agreements if entered into would be subject to conditions to closing, including shareholder approval if applicable. Additionally, there can be no assurance that the Company’s liquidity or financial condition will not deteriorate further or that the Company will be able to enter into any future extensions, amendments, waivers or forbearances with these or other lenders, raise additional capital, refinance indebtedness or enter into other financing arrangements or engage in asset sales or strategic transactions sufficient to fund its cash needs, on terms satisfactory to the Company, if at all. The Company assumes no obligation to comment on or disclose further developments regarding its consideration of any such potential transactions, except as required by law.
https://www.sec.gov/ix?doc=/Archives/edgar/data/724742/000110465923096966/tm2319549d1_8k.htm
Enterprising Investor
1 year ago
Trinity Place Holdings Amends Credit Agreement (6/15/23)
On June 9, 2023, Trinity Place Holdings Inc. (the “Company”) entered into a seventh amendment (the “CCF Amendment”) to the Credit Agreement, dated as of December 19, 2019 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “CCF”), by and between the Company, as borrower, certain subsidiaries of the Company as guarantors, and TPHS Lender LLC, as initial lender (the “CCF Lender”) and as administrative agent. The CCF Amendment provides, among other things, that (i) the loan (the “Loan”) be increased by up to $5,000,000, with $3,000,000 to be used for general corporate purposes and certain other items if applicable, and up to $2,000,000 to be used in connection with the extension of the loans in respect of the Company’s property at 237 11th Street, Brooklyn, New York (the “11th Street Property”), including the purchase of an interest rate cap, (ii) the interest rate of the Loan is increased by 0.20%, and (iii) certain covenants and other terms of the CCF are revised, including that a refinancing of the 11th Street Property (excluding the extension of the existing loans) and/or the property located at 330-334 Route 17, Paramus, New Jersey requires the prior written consent of the CCF Lender; on or before June 30, 2023, the Company will meet with the CCF Lender to review the results of the Company’s strategic process, endeavor in good faith to establish mutually acceptable next steps, and provide copies of written term sheets received from participants in the strategic process, including at least one that addresses repayment or purchase of the Loan; and the removal of the ability of the Company to incur certain types of previously permitted debt and make previously permitted investments and other restricted payments.
In addition, the parties agreed that promptly following the effective date of the CCF Amendment, the Company will issue 750,000 shares of common stock (the “Common Stock”) to the CCF Lender or its affiliated designee, and the parties will enter into an amendment (“Warrant Agreement Amendment”) to that certain Warrant Agreement, dated as of December 19, 2019, as amended (the “Warrant Agreement”), pursuant to which the number of shares of Common Stock purchasable under the Warrants (as defined in the Warrant Agreement) will be reduced by 750,000 shares.
The foregoing descriptions of the CCF Amendment and the Warrant Agreement Amendment are qualified in their entirety by reference to those agreements, copies of which will be attached as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, which the Company intends to file no later than August 2023.
Enterprising Investor
1 year ago
[From the Department of Corrections]
77 Greenwich. We are nearing completion of an over 300,000 gross square foot mixed-use building that corresponds to the approximate total of 233,000 zoning square feet. The property consists of 90 luxury residential condominium apartments, 7,500 square feet of retail space, almost all of which is street level, a 476-seat elementary school serving New York City District 2, including the adaptive reuse of the landmarked Robert and Anne Dickey House. As of March 3, 2023, we had received our temporary certificates of occupancy (“TCOs”) for 100% of the condominium units, lobby, Cloud Club (lounge, terrace, game room, dining room, kitchen and kids play room), mechanical rooms, and portions of the cellar (including the bike and storage rooms.) We have closed on the sale of 33 residential condominium units through March 31, 2023, with 57 remaining units to sell as of March 31, 2023, and closed on the sale of one additional unit since March 31, 2023.
Enterprising Investor
1 year ago
Trinity Place Holdings Restructuring Debt (4/27/23)
On April 21, 2023, Trinity Place Holdings Inc. (the “Company”) entered into a sixth amendment (the “CCF Amendment”) to the Credit Agreement, dated as of December 19, 2019 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “CCF”), by and between the Company, as borrower, certain subsidiaries of the Company as guarantors, TPHS Lender LLC, as initial lender (the “CCF Lender”) and as administrative agent, which, among other things, provides that cash interest otherwise due and accruing at the cash pay interest rate will instead be payable in kind for the period (the “Restricted Period”) through August 31, 2023, provided that if the Company has an executed commitment for a financing, sale transaction or other strategic transaction which results in the repayment in full of the obligations under the CCF (a “Strategic Transaction”) that is contemplated to be consummated after the completion of customary agreed closing conditions, this deadline will be further extended (x) automatically for 30 days, so long as the Strategic Transaction is consummated in accordance with the executed agreement and (y) upon the approval of the CCF Lender, not to be unreasonably withheld, for an additional 30 days; that the obligation of the Company to prepay the outstanding principal balance of the loan (the “Loan”) made pursuant to the CCF in the amount of $7.0 million is deferred from May 1, 2023 to the end of the Restricted Period; that the Company shall either enter into a Strategic Transaction or cause an equity contribution of at least $5 million to be made to it, which will be used to partially prepay the Loan, in each case on or prior to the end of the Restricted Period; requires the Company to provide certain additional periodic financial reporting, and that the ability of the Company to make certain previously permitted investments and other payments is suspended until the end of the Restricted Period.
In addition, under the CCF Amendment, so long as the advances remain outstanding and the CCF Lender is owed or holds greater than 50% of the sum of the aggregate principal amount of advances outstanding and the aggregate unused commitments, the CCF Lender is granted the right to appoint an independent director to the Company’s Board of Directors (the “Independent Director Designee”), in addition to its existing right to appoint a director or Board observer. At the election of the CCF Lender, a Board observer may be selected in lieu of the Independent Director Designee. The Independent Director Designee may sit on up to three Board committees and will be automatically included on any Board committee relating to a Strategic Transaction.
The foregoing description of the CCF Amendment is qualified in its entirety by reference to that agreement, a copy of which will be attached as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, which the Company intends to file no later than May 2023.
In accordance with the terms and conditions of the CCF as described in Item 1.01 of this Current Report on Form 8-K, the CCF Lender appointed Patrick J. Bartels, Jr. as its Independent Director Designee, and on April 27, 2023, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors increased the size of the Board of Directors from six to seven and elected Mr. Bartels as a director to fill the vacancy created by the increase in the size of the Board of Directors. Mr. Bartels was appointed as a member of the Compensation Committee, Audit Committee and Transaction Committee of the Company’s Board of Directors.
On April 27, 2023, a wholly-owned subsidiary (the “LOC Borrower”) of the Company and owner of the Paramus, New Jersey property, entered into an amendment to the credit agreement (the “Secured Line of Credit”), dated as of February 21, 2017, between the LOC Borrower and Webster Bank (formerly Sterling National Bank), which is secured by the Paramus, New Jersey property and guaranteed by the Company, pursuant to which the maturity date of the Secured Line of Credit was extended to March 22, 2024 and the interest rate was reduced to 2.5% during the period from April 2023 to the new maturity date.
https://www.sec.gov/ix?doc=/Archives/edgar/data/724742/000110465923051355/tm2313995d1_8k.htm
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