8-K
filed February 5, 2025, 6:59 PM ET
ticker TPHS
CIK 0000724742
M&A
confidence high
sentiment positive
materiality 0.75
Steel Partners affiliate to buy 25.9M TPHS shares ($2.6M) and gain board control
Trinity Place Holdings Inc.
- Steel IP Investments (Steel Partners affiliate) acquires 25,862,245 shares from TPHS Lender for $2,586,200 ($0.10/share).
- New board of 5 directors: Jack L. Howard (Chairman), Alexander C. Matina, Joseph Martin, Jeffrey S. Wald, Joanne M. Minieri.
- Current directors Messinger, Pattiz, Bartok resign at closing; Messinger becomes board observer.
- Company to use reasonable efforts to deregister as a reporting company (Form 15) after closing.
- Conditions include fee waivers from Kramer Levin, Houlihan Lokey, Ackman Ziff and termination of certain registration rights.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.9
Alexander C. Matina was appointed as Director at Trinity Place Holdings Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Joanne M. Minieri was appointed as Director at Trinity Place Holdings Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Dan Bartok resigned as Director at Trinity Place Holdings Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Jeffrey S. Wald was appointed as Director at Trinity Place Holdings Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Jack L. Howard was appointed as Chairman of the Board at Trinity Place Holdings Inc..
- Action
- appointed
- Role
- Chairman of the Board
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Matthew Messinger resigned as Director at Trinity Place Holdings Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Keith Pattiz resigned as Director at Trinity Place Holdings Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Joseph Martin was appointed as Director at Trinity Place Holdings Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
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