false
0000724742
0000724742
2023-11-15
2023-11-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): November 21, 2023 (November 15, 2023)
Trinity Place Holdings Inc.
(Exact Name of Registrant as Specified
in Charter)
Delaware |
|
001-08546 |
|
22-2465228 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
340 Madison Avenue, New York, New York 10173
(Address of Principal Executive Offices) (Zip Code)
(212) 235-2190
(Registrant’s telephone number, including
area code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Securities registered or to be registered
pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading
Symbol |
|
Name of each exchange on which
registered |
Common Stock $0.01 Par Value Per Share |
|
TPHS |
|
NYSE American |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.04 Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
As previously disclosed, (i)
on August 24, 2023, Trinity Place Holdings Inc. (the “Company”) entered into forbearance
agreements with the lenders under each of the (x) Amended and Restated Mezzanine Loan Agreement (the “Mezzanine Loan
Agreement”), dated as of December 22, 2020, by and among the Company subsidiary borrower and TPHS Lender II LLC (the “Mezzanine
Lender”) and administrative agent thereunder and (y) Credit Agreement, dated as of December 19, 2019, by and between the Company,
as borrower, certain of its subsidiaries as guarantors, and TPHS Lender LLC (the “CCF Lender”), as initial lender and
administrative agent (the “CCF”), pursuant to which each of the Mezzanine Lender and CCF Lender agreed to forbear from
exercising its rights and remedies with respect to certain specified defaults for a forbearance period ending on December 31, 2023, unless
earlier terminated as a result of certain termination events, including the institution of foreclosure
proceedings by the 77 Mortgage Lender or the exercise of other remedies under the 77 Mortgage Loan Agreement (both as defined below);
and (ii) on September 6, 2023, the Company and its subsidiary borrower (the “77
Mortgage Borrower”) under the Master Loan Agreement, dated as of October 22, 2021 (as amended, the “77 Mortgage Loan
Agreement”), by and between the 77 Mortgage Borrower and Macquarie PF Inc., as lender and administrative agent (the “77
Mortgage Lender”), entered into a forbearance agreement effective as of September 1, 2023, which among other things,
tolled the requirement for the 77 Mortgage Borrower to make payments under the 77 Mortgage Loan Agreement, including, without limitation,
interest payments due on September 1, 2023 and principal and interest payments due at maturity (October 23, 2023), until November 15,
2023.
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.
If
the 77 Mortgage Lender were to institute foreclosure proceedings or exercise other remedies, the forbearance agreements with the Mezzanine
Lender and the CCF Lender would terminate and those lenders would be entitled to exercise remedies in accordance with and subject to the
terms of the Mezzanine Loan Agreement, the CCF and any intercreditor agreement between the 77 Mortgage Lender and the Mezzanine Lender,
respectively, with respect to the events of default thereunder. Additionally, in the event of an event of default under the Mezzanine
Loan Agreement, the interest rate would increase by 5%, and in the case of an event of default under the CCF, the interest rate would
increase by 2%, unless waived by the respective lenders.
In
connection with the 77 Mortgage Loan Agreement, the Company entered into guarantees with the 77 Mortgage Lender pursuant to which the
Company guaranteed the completion and payment of costs and expenses related to the construction; the payment of accrued and unpaid interest
and other fees, costs, expenses and payments due and payable with respect to the loan under the 77 Mortgage Loan Agreement (the “77
Mortgage Loan”) or 77 Greenwich; and the payment when due of any amounts due to 77 Mortgage Lender, pursuant to “bad-boy”
provisions contained in the 77 Mortgage Loan Agreement. The 77 Mortgage Borrower and the Company also entered into an environmental compliance
and indemnification undertaking for the benefit of 77 Mortgage Lender. In connection with the Mezzanine Loan Agreement, the Company entered
into a completion guaranty, carry guaranty, equity funding guaranty, recourse guaranty and environmental indemnification undertaking substantially
similar to the Company’s existing guarantees made to the 77 Mortgage Lender in connection with the 77 Mortgage Loan Agreement.
As previously disclosed, the
Company and its lenders are in discussions with respect to additional forbearance and a restructuring and extension of the 77 Mortgage
Loan. There are no assurances that the Company will reach an agreement with the lenders with respect to these matters, that the 77 Mortgage
Lender will not proceed against collateral, that the Company will be able to retain its equity in the 77 Greenwich property, or that the
other lenders will not exercise any of their respective rights and remedies in connection with events of default at a time when forbearance
is not in place under the applicable loan documents.
This
Current Report on Form 8-K includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations
and projections about future events and are not guarantees of future performance or results and involve risks and uncertainties that
cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from those expressed
or implied by such forward-looking statements. Such risks and uncertainties include the risks and uncertainties, as well as the factors
described in more detail in the Company’s most recent Annual Report on Form 10-K and its subsequent filings with the Securities
and Exchange Commission. The forward-looking statements contained herein speak only as of the date hereof, and the Company assumes no
obligation to update any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as
required by law.
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: November 21, 2023 |
/s/ Steven Kahn |
|
Steven Kahn |
|
Chief Financial Officer |
v3.23.3
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Trinity Place (AMEX:TPHS)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Trinity Place (AMEX:TPHS)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024