--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-025551" form_type: "8-K" ticker: "TPHS" cik: "0000724742" company_name: "Trinity Place Holdings Inc." filed_at: "2024-02-20T23:59:59+00:00" generated_at: "2026-06-05T23:33:57.270848+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Trinity Place closes recap: issues 25.1M shares, extends debt maturities, creates JV holding real estate ## Summary - Issued 25,112,245 common shares to corporate credit lender; lender affiliate gets 5% interest in JV and becomes manager. - Corporate credit facility maturity extended to June 30, 2026; mortgage and mezzanine loans for 77 Greenwich now due October 23, 2025 with one-year extension option. - Company retains 95% stake in JV, acts as asset manager for annual fee, and holds tax NOLs and intellectual property. - Stockholders approved transaction: 24,731,948 for, 353,839 against (Proposal 1); 24,682,084 for, 403,703 against (Proposals 2 and 3). - Company says new structure is less complex and accommodates a potential new strategic investor. ## SEC filing metadata - accession: 0001104659-24-025551 - form_type: 8-K - ticker: TPHS - cik: 0000724742 - company_name: Trinity Place Holdings Inc. - filed_at: 2024-02-20T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 1.02, 2.01, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/724742/000110465924025551/0001104659-24-025551-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/724742/000110465924025551/tm244746d2_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-025551 - JSON: https://secwatch.observer/filing/0001104659-24-025551.json - Plain text: https://secwatch.observer/filing/0001104659-24-025551.txt ## Key facts - M&A Transactions Trinity Place Holdings Inc. completed an acquisition involving TPHS Investor LLC (closed 2024-02-14). - Action: acquisition - Counterparty: TPHS Investor LLC - Closing: 2024-02-14 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465924025551/0001104659-24-025551-index.htm - Material Agreements Trinity Place Holdings Inc. terminated Warrant Agreement with Company Investor (effective 2024-02-14). - Action: termination - Agreement: credit facility - Counterparty: Company Investor - Effective: 2024-02-14 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465924025551/0001104659-24-025551-index.htm - Material Agreements Trinity Place Holdings Inc. entered into Amended and Restated CCF with Company Investor (effective 2024-02-14). - Action: entry - Agreement: credit facility - Counterparty: Company Investor - Effective: 2024-02-14 source text: the JV entered into an Amended and Restated Credit Agreement, among the JV, as borrower, certain subsidiaries of the JV party thereto, as guarantors, the Company Investor, as lender and Mount Street, as administrative agent (the “ Amended and Restated CCF ”) evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465924025551/0001104659-24-025551-index.htm - Material Agreements Trinity Place Holdings Inc. amended MLA Amendment with MPF Greenwich Lender LLC valued at $125,347,878.00. - Action: amendment - Agreement: credit facility - Counterparty: MPF Greenwich Lender LLC - Value: $125,347,878.00 source text: etween Mortgage Borrower, as borrower, the Company, as guarantor, MPF Greenwich Lender LLC (as successor-in-interest to Macquarie PF Inc.), as lender, and certain entities affiliated with the Investor, as supplemental guarantors (the “ MLA Amendment ”), evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465924025551/0001104659-24-025551-index.htm - Shareholder Votes Trinity Place Holdings Inc. shareholders approved Authorization of the Stock Purchase Agreement and the transactions contemplated thereby, as described in the Consent Solicitation Statement. - Proposal: merger approval - Outcome: passed source text: Authorization of the Stock Purchase Agreement and the transactions contemplated thereby, as described in the Consent Solicitation Statement, by adoption of the following resolutions: evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465924025551/0001104659-24-025551-index.htm - Shareholder Votes Trinity Place Holdings Inc. shareholders approved Approval, pursuant to Section 713(a) of the NYSE American LLC Company Guide, of the issuance of 25,112,245 shares of Common Stock of the Company to the Company Investor in accordance with the terms and conditions of the Stock Purchase Agreement. - Proposal: equity plan - Outcome: passed source text: Approval, pursuant to Section 713(a) of the NYSE American LLC Company Guide, of the issuance of 25,112,245 shares of Common Stock of the Company to the Company Investor in accordance with the terms and conditions of the Stock Purchase Agreement and as described in the Consent Solicitation Statement. For Against Abstentions Broker Non-Votes 24,682,084 403,703 399 0 evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465924025551/0001104659-24-025551-index.htm - Shareholder Votes Trinity Place Holdings Inc. shareholders approved Approval, pursuant to Section 713(b) of the NYSE American LLC Company Guide, of the issuance of 25,112,245 shares of Common Stock of the Company to the Company Investor in accordance with the terms and conditions of the Stock Purchase Agreement. - Proposal: equity plan - Outcome: passed source text: Approval, pursuant to Section 713(b) of the NYSE American LLC Company Guide, of the issuance of 25,112,245 shares of Common Stock of the Company to the Company Investor in accordance with the terms and conditions of the Stock Purchase Agreement and as described in the Consent Solicitation Statement. For Against Abstentions Broker Non-Votes 24,682,068 403,703 415 0 evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465924025551/0001104659-24-025551-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.