Source-grounded facts extracted from Trinity Place Holdings Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Dan Bartok resigned as Director at Trinity Place Holdings Inc..
“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”
Keith Pattiz resigned as Director at Trinity Place Holdings Inc..
“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”
Matthew Messinger resigned as Director at Trinity Place Holdings Inc..
“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”
Joanne M. Minieri was appointed as Director at Trinity Place Holdings Inc..
“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.”
Jeffrey S. Wald was appointed as Director at Trinity Place Holdings Inc..
“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.”
Joseph Martin was appointed as Director at Trinity Place Holdings Inc..
“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.”
Alexander C. Matina was appointed as Director at Trinity Place Holdings Inc..
“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.”
Jack L. Howard was appointed as Chairman of the Board at Trinity Place Holdings Inc..
“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.”
Patrick J. Bartels, Jr. resigned as Director at Trinity Place Holdings Inc..
“Patrick J. Bartels, Jr. tendered his resignation from the board of directors of the Company, effective immediately.”
Daniel C. Bartok was elected as Director at Trinity Place Holdings Inc..
“the board of directors of the Company elected Mr. Bartok as a director.”
Alan Cohen resigned as Director at Trinity Place Holdings Inc..
“In addition, on April 26, 2024, Alan Cohen tendered his resignation from the board of directors of the Company, effective immediately.”
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.
“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”
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.
“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”
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.
“Authorization of the Stock Purchase Agreement and the transactions contemplated thereby, as described in the Consent Solicitation Statement, by adoption of the following resolutions:”
M&A Transactions
Trinity Place Holdings Inc. completed an acquisition involving TPHS Investor LLC (closed 2024-02-14).
“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 ”).”
Material Agreements
Trinity Place Holdings Inc. terminated Warrant Agreement with Company Investor (effective 2024-02-14).
“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”
Material Agreements
Trinity Place Holdings Inc. amended MLA Amendment with MPF Greenwich Lender LLC valued at $125,347,878.00.
“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 ”),”
Material Agreements
Trinity Place Holdings Inc. entered into Amended and Restated CCF with Company Investor (effective 2024-02-14).
“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 ”)”
Material Agreements
Trinity Place Holdings Inc. amended Amendment with TPHS Lender LLC, TPHS Investor LLC (effective 2024-01-30).
“mendment (the “ Amendment ”) to the Stock Purchase Agreement, pursuant to which the outside closing date for the transactions contemplated by the Stock Purchase Agreement (the “ Transactions ”) was extended to February 16, 2024,”
Material Agreements
Trinity Place Holdings Inc. entered into Stock Purchase Agreement with TPHS Lender LLC and TPHS Investor LLC valued at $0.30 per share (effective 2024-01-05).
“Trinity Place Holdings Inc. (the “ Company ”) entered into a Stock Purchase Agreement (the “ Stock Purchase Agreement ”), dated as of January 5, 2024 (the “ Effective Date ”), with 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 ”), pursuant to which the Company Investor will acquire 25,112,245 shares of common stock, par value $0.01 per share (the “ Common Stock ”) of the Company (the “ Investor Shares ”) in accordance with the terms and conditions of the Stock Purchase Agreement.”
Listing & Compliance Notices
Trinity Place Holdings Inc. received a nyse_american deficiency notice notice regarding stockholders equity (rules 1003(a)(i), 1003(a)(ii)).
“November 29, 2023, the Company received a deficiency letter (the “ November Deficiency Letter ”, and together with the January Deficiency Letter, the “ Deficiency Letters ”) from the NYSE American advising the Company that it was not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(i) and (ii) of the Guide. In order to maintain the Company’s listing on the NYSE American, the NYSE American requested in the November Deficiency Letter that the Company submit a plan of compliance (the “ Plan ”) by December 29, 2023 advising of actions it has taken or w”
Listing & Compliance Notices
Trinity Place Holdings Inc. received a nyse_american deficiency notice notice regarding minimum bid price (rules 1003(f)(v)).
“January 4, 2024, the Company received a deficiency letter (the “ January Deficiency Letter ”) from the 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 January Deficiency Letter states that, as a result of the forego”
Material Agreements
Trinity Place Holdings Inc. amended Forbearance Agreement (Mortgage Loan Agreement) with Macquarie PF Inc. valued at Reinstatement and extension of forbearance period to December 20, 2023 (effective 2023-11-28).
“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.”
Listing & Compliance Notices
Trinity Place Holdings Inc. received a nyse_american deficiency notice notice regarding stockholders equity (rules 1003(a)(i), 1003(a)(ii)).
“November 29, 2023, the Company received a deficiency letter (the “ Deficiency Letter ”) from the NYSE American LLC (the “ NYSE American ”) indicating that the Company is not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(i) and (ii) of the NYSE American Company Guide (the “Guide”). Section 1003(a)(i) of the Guide requires a listed company’s stockholders’ equity be at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. Section 1003(a)(ii) of the Guide requires a li”
Debt Financings
Trinity Place Holdings Inc. reported a default on loan of $104,119,299 with Macquarie PF Inc., as lender and administrative agent (the "77 Mortgage Lender") at default interest (the contract rate plus 5%).
“On November 16, 2023, the 77 Mortgage Lender sent a notice of demand to the 77 Mortgage Borrower, reserving all rights, stating that the entire amount of the indebtedness under the 77 Mortgage Loan Agreement that is due and payable as of such date is $104,119,299 and that default interest (the contract rate plus 5%) is accruing.”
Material Agreements
Trinity Place Holdings Inc. entered into Mortgage Loan Forbearance Agreement with Macquarie PF Inc. (effective 2023-09-06).
“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 “ Mortgage Loan Forbearance Agreement ”)”
Shareholder Votes
Trinity Place Holdings Inc. shareholders approved Amendment to 2015 Stock Incentive Plan to increase shares available by 2,000,000 shares at the 2023-06-21 meeting.
“3. The holders of the Company’s common stock approved an amendment to the Company’s 2015 Stock Incentive Plan (the “2015 Plan”) to increase the number of shares of common stock available for awards under the 2015 Plan by 2,000,000 shares (the “Amended Plan”), based on the following voting results: For Against Absentions Broker Non-Votes 22,653,582 1,675,387 20,689 8,566,499”
Shareholder Votes
Trinity Place Holdings Inc. shareholders approved Ratification of BDO USA, LLP as independent auditors for the year ending December 31, 2023 at the 2023-06-21 meeting.
“2. The holders of the Company’s common stock ratified the selection of BDO USA, LLP as the Company’s independent auditors for the year ending December 31, 2023, based on the following voting results: For Against Absentions Broker Non-Votes 32,394,479 162,031 359,647 0”
Shareholder Votes
Trinity Place Holdings Inc. shareholders approved Election of three directors to serve two-year terms until 2025 annual meeting at the 2023-06-21 meeting.
“On June 21, 2023, Trinity Place Holdings Inc. (the “Company”) held its annual meeting of stockholders. The final voting results for each of the matters submitted to a stockholder vote at the annual meeting are set forth below: 1. The holders of the Company’s common stock elected three directors to each serve a two-year term until the Company’s 2025 annual meeting of stockholders and until his successor is duly elected and qualified or his earlier resignation or removal, based on the following voting results: Director For Against Absentions Broker Non-Votes Alan Cohen 22,954,715 0 1,394,943 8,566,499 Matthew Messinger 23,679,342 0 670,316 8,566,499 Keith Pattiz 23,474,069 0 875,589 8,566,499”
Debt Financings
Trinity Place Holdings Inc. amended credit facility of up to $5,000,000 with TPHS Lender LLC at increased by 0.20%.
“y 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.”
Material Agreements
Trinity Place Holdings Inc. amended CCF Amendment with TPHS Lender LLC valued at up to $5,000,000 (effective 2023-06-09).
“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.”
Material Agreements
Trinity Place Holdings Inc. amended CCF Amendment with TPHS Lender LLC (effective 2023-04-21).
“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”
Patrick J. Bartels, Jr. was appointed as director at Trinity Place Holdings Inc..
“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”
Material Agreements
Trinity Place Holdings Inc. amended Mezzanine Loan Amendment with Mezzanine Lender (effective 2022-11-30).
“On the same date, in connection with the Mortgage Loan Amendment, the subsidiary of the Company that is the indirect parent of the Mortgage Borrower (the “Mezzanine Borrower”), entered into an amendment to 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”), which incorporated the amendments included in the Mortgage Loan Amendment (the “Mezzanine Loan Amendment”).”
Material Agreements
Trinity Place Holdings Inc. amended Mortgage Loan Amendment with Macquarie PF Inc., as lender and administrative agent (effective 2022-11-30).
“On November 30, 2022, a wholly-owned subsidiary (the “Mortgage Borrower”) of Trinity Place Holdings Inc. (the “Company”) and owner of the real property known as 77 Greenwich Street, New York, New York, entered into an amendment to the Master Loan Agreement, dated as of October 22, 2021 (the “Mortgage Loan Agreement”) with Macquarie PF Inc., as lender and administrative agent (the “Mortgage Lender”), which provided for (i) the extension of certain milestone dates including extension of the final completion milestone date, as contemplated under the Mortgage Loan Agreement, to September 29, 2023, in order to accommodate final construction items, including the outside dog-run, punchlist items and general contractor settlements, (ii) the return to the Company of a $4 million letter of credit held by the Mortgage Lender, a $1 million payment to be applied to reduce accrued PIK interest and a $3 million deposit to be held by the Mortgage Lender and made available to cover certain potential fu”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.