Testing 1, Testing 1-2 testing 1-2-3 Lift-off

Ready for lift off dudes!!!!

One of worst managed cos I have ever seen

This one seems destined trade below .10

Hope nobody fell for banana in tailpipe

Nice pump and dump...

TPHS...FIRST TARGET IN!!!

TPHS...MINI MONSTER

TPHS...HERE WE GO

3 MILLY MC...CAN WE SAY UNDERVALUED

TPHS...35C NEXT

TPHS ON THE MOVE

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/

Proxy Statement (1/30/24)

https://www.sec.gov/Archives/edgar/data/724742/000110465924008266/tm242198-2_def14a.htm

Bear hug

TPHS......................................https://stockcharts.com/h-sc/ui?s=TPHS&p=W&b=5&g=0&id=p86431144783

Nobody sig for 3 years bc will bust NOLs

Who will invest vs 40%+ holder at .30?

LinkedIn profiles will need to be updated shortly.

One of worst managements i've ever seen

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

Trinity Place Holdings is planning to sell 25,112,245 newly-issued shares of common Stock at $0.30 per share.

The investor would own 40.6% of the total number of outstanding shares including its 750,000 existing-owned shares, and the amounts paid by the investor would be used restructure certain debts of the company and its affiliates and support the continuation of operations pursuant to a budget and business plan approved by the investor.

Schedule 14A (1/08/24)

https://www.sec.gov/Archives/edgar/data/724742/000110465924001977/tm242198d1_pre14a.htm

TPHS.............................https://stockcharts.com/h-sc/ui?s=TPHS&p=W&b=5&g=0&id=p86431144783

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.

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.

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

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.

Somebody must know something…

[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.

Form 10-Q 3/31/23 (5/15/23)

https://www.sec.gov/ix?doc=/Archives/edgar/data/724742/000155837023009935/tphs-20230331x10q.htm

The Secured Line of Credit with Webster Bank (formerly known as Sterling National Bank) was bearing interest at the prime rate or 7.5%.

A cut to 2.5% will help all stakeholders here.

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

TPHS.....................https://stockcharts.com/h-sc/ui?s=TPHS&p=W&b=5&g=0&id=p86431144783

I wonder how the problems about the debts of this company will be solved. The press releases say a Reverse Merger deal is possible, with some other strategic alternatives being mentioned though. The company possesses some other assets along with real estate, as well as rather a high NOL. An interesting situation… IMO

Trinity Place Holdings Announces Update on Review of Strategic Alternatives (3/28/23)

Engages Houlihan Lokey and Ackman Ziff as Advisors in Strategic Review Process

NEW YORK--(BUSINESS WIRE)--Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) announced that it is providing an update on its ongoing review of potential strategic alternatives. As previously disclosed, the Company has been engaged in a process to review and evaluate potential strategic alternatives to maximize shareholder value. To that end the Company has engaged from time to time with various parties who have expressed interest in the Company’s assets and attributes, and has considered a range of potential strategic transactions, including financing alternatives, a potential financial restructuring or a reorganization, merger, reverse merger, sale or other strategic transaction, with the goal of maximizing the value of the assets and attributes of the Company.

The Company has retained Houlihan Lokey and Ackman Ziff as its financial advisors to assist with its evaluation of potential strategic alternatives.

There can be no assurance that the strategic review process will result in any strategic alternative, or any assurance as to its outcome or timing. The Company has not set a timetable for completion of the review process and does not intend to disclose developments related to the process unless and until the Company executes a definitive agreement with respect thereto, or it otherwise determines that further disclosure is appropriate or required.

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 nearing completion 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 retail tenants in Paramus, New Jersey. In addition to its real estate portfolio, the Company also controls a variety of intellectual property assets, including Filene’s Basement and related trademarks, focused on the consumer sector, a legacy of its predecessor, Syms Corp. The Company also had approximately $268.0 million of federal net operating loss carryforwards as well as approximately $232.9 million of state and local net operating loss carryforwards at September 30, 2022, which can be used to reduce its future taxable income and capital gains.

https://www.businesswire.com/news/home/20230328005603/en/Trinity-Place-Holdings-Announces-Update-on-Review-of-Strategic-Alternatives

Kahn Brothers Group Inc beneficially owns 1,495,643 shares (12/31/22)

Up 38,383 shares from 9/30/22.

https://www.sec.gov/Archives/edgar/data/1039565/000103956523000002/xslForm13F_X02/13FDEC2022.xml

Eight units remain.

https://jolieongreenwich.com/availability/

Trinity Place Holdings Secures LEED Silver Designation for Jolie on Greenwich (3/01/23)

Designed by FXCollaborative and Deborah Berke Partners, the Mixed-Use Tower is Located at 77 Greenwich Street in Downtown Manhattan

NEW YORK--(BUSINESS WIRE)--Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) announced that Jolie on Greenwich has been awarded the Leadership in Energy and Environmental Design (LEED) Silver Certification by the U.S. Green Building Council (USGBC). Located at 77 Greenwich Street in the heart of Lower Manhattan, Jolie is a boutique glass tower with 90 luxurious residences overlooking New York Harbor, the Hudson River, and Battery Park. Jolie is crowned by a penthouse and a rooftop-level suite of amenities, Cloud Club 77. Deborah Berke Partners designed Jolie’s well-crafted interiors and its amenity suite, in collaboration with FXCollaborative as Jolie’s base building architect. In addition to its 90 condominium homes and over 7,000 square feet of ground-floor retail space, Jolie is also home to a brand new public elementary school, PS 150.

Developed by the U.S. Green Building Council, LEED certification is a distinguished rating system that serves as a framework for healthy, efficient, carbon and cost-saving green buildings. LEED certification enables residences to use less energy, fewer resources and entails the use of safe building materials. Jolie underwent a rigorous vetting process, including the incorporation of green strategies to achieve energy efficiency and provide for healthy indoor environments.

“Jolie’s status as a LEED-certified building signals our enthusiasm for the wellbeing and quality of life for its residents and it also passes along significant cost savings to buyers,” said Matthew Messinger, President and CEO of Trinity Place Holdings. “With its first homebuyers having called Jolie home for over a year, we’re proud to work with FXCollaborative and Deborah Berke Partners to complete the building this year.”

"FXCollaborative’s passion is creating sustainable projects that contribute to the well-being of individuals and communities," said Dan Kaplan FAIA, LEED AP, Senior Partner at FXCollaborative. "Achieving LEED Silver is a prestigious milestone for Jolie — an exceptional high-rise in Lower Manhattan — and a testament to the commitment of Trinity Place Holdings and our design partners at Deborah Berke Partners to make a positive impact on healthy building and living.”

“Our practice believes in creating timeless architecture and interiors that promote community and wellness,” said Stephen Brockman, LEED AP, Partner at Deborah Berke Partners. “We are pleased that Jolie has achieved LEED Silver affirming our goal to be good stewards of the environment.”

Jolie is a sculptural tower of reflective glass, rising from a cast stone base, designed by FXCollaborative, the celebrated architectural firm behind acclaimed New York City residential developments including The Greenwich Lane and the new Statue of Liberty Museum. Topping out at 500 feet tall, the 42-story LEED Silver-certified mixed-use condominium features a mixture of one- to four-bedroom homes, all with views of the Hudson River and New York Harbor. The building’s residential façade features a pleated glass curtain wall that provides sweeping water views from each of the homes — which begin on the 15th floor, approximately 150 feet above street level —and offers a graceful juxtaposition to the heavy masonry of its historic neighbors.

The building’s warm interiors, emphasizing expert craftsmanship and natural materials, were designed by the renowned Deborah Berke Partners, representing the firm’s unique vision for Lower Manhattan. The design of the project was led by Deborah Berke, Dean of the Yale School of Architecture, along with her partner Stephen Brockman.

Residential floors include natural light-filled corridors and residences that combine natural beauty with the comforts of an exceptionally appointed home. With white oak flooring throughout and ceiling heights in excess of 10 feet, the residences boast floor-to-ceiling windows that provide unobstructed water and skyline views from the expanse of pleated crystalline glass. Adding to the graciousness and comfort of the layouts, every home includes a powder room, a rarity in new luxury development in New York City.

Filled with natural light, each of the custom Deborah Berke Partners-designed Poliform kitchens features state-of-the-art appliances from Miele, Sub-Zero, and Wolf, along with honed Blue de Savoie marble countertops and backsplashes. The master bathrooms offer a calming combination of honed warm gray Haisa marble floors, walls, and counters, accented with quarter-sawn sycamore millwork, and radiant heated floors. Secondary bathrooms are outfitted with honed Venice terrazzo tile floors and quarter-sawn oak millwork cabinets, while the powder rooms in every home include custom-carved Calacatta Lincoln sink bowls and backsplash panels enhanced by sandblasted and brushed Bianco Mist quartzite floors. Designed to exacting LEED standards, the homes at Jolie are both environmentally sustainable and luxurious.

The suite of amenities, expected to be completed in the coming months, designed by Deborah Berke Partners emphasizes entertaining, wellness, and play. Headlined by a top-floor lounge known as Cloud Club 77, every resident is afforded a penthouse view in its expansive spaces that include an art-filled lounge with a fireplace, a private dining room with a catering kitchen, a children’s playroom, and a double-height fitness center. There is also a multi-purpose game room and training studio with terrace access.

Jolie also offers residents multiple outdoor spaces designed by Future Green Studio, the Brooklyn-based landscape design firm behind a number of notable commissions including the Roof Garden at the Metropolitan Museum of Art. These areas include a 3,600-square-foot rooftop garden featuring a grassy lawn with a play area for children, a meditation deck, and grill stations with ample dining areas and chaise seating. The amenities located on the Cloud Club level below open up to a 950-square-foot outdoor terrace including a Japanese rock garden, while a 2,350-square-foot 14th-floor terrace features pergolas and a dog run.

Pricing for remaining inventory begins at $1.75 million for a one-bedroom residence. For more information about Jolie on Greenwich, please visit: www.jolieongreenwich.com.

About Trinity Place Holdings

Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) is a real estate holding, investment, development and asset management company. The Company’s largest asset is currently a property located at 77 Greenwich Street in Lower Manhattan. 77 Greenwich is nearing completion as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school, with its first residents having moved into the property. The Company also owns a newly built 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York, and, through a joint venture, a 10% interest in a newly built 234-unit multi-family property located at 250 North 10th 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, including Filene’s Basement and related trademarks, focused on the consumer sector, a legacy of its predecessor, Syms Corp. The Company also had approximately $268.0 million of federal net operating loss carryforwards as well as approximately $232.9 million of state and local net operating loss carryforwards at September 30, 2022, which can be used to reduce its future taxable income and capital gains.

About FXCollaborative:

FXCollaborative leverages broad expertise in architecture, interiors, and planning to enrich our world with responsible, intelligent, and beautiful design. The firm’s holistic approach integrates client aspirations, an urban sensibility, and a celebration of the craft of building. FXCollaborative’s work ranges from the scale of individual buildings and interiors—office towers, multi-family residences, cultural facilities, workplace, K-12 and higher-education institutions—to the city as a whole, addressing infrastructure and transportation.

About Deborah Berke Partners:

At Deborah Berke Partners, we distill complex considerations—environmental, social, and aesthetic— into meaningful architecture. Our work is transformative: from the reimagination of old buildings, to the creation of exquisite new ones. Our buildings create powerful first impressions and continue to delight. The architecture we make captures the values and aspirations of our clients and is mindful of the distinctive qualities of each place.

We connect people and places to create meaningful and lasting experiences: we consider how changing daylight shapes a room; how people move into a site and through a building; how materials feel and look through repeated use. Our approach is human-centered at all scales, from the broad vision of master plans to the focused details of interiors and everything in between.

We are a New York-based architecture practice of 60 people. For more than thirty years we have made true to-place projects around the country and the world. Each member of our design leadership possesses a deep and distinct area of expertise; together we create projects with unprecedented programs and unexpected architectural expression. Over time, we have built a wide range of projects for colleges and universities, cultural institutions, private residences, boutique hotels, office and multifamily developments, and buildings for mission-driven clients.

In 2017, we received a National Design Award from the Cooper Hewitt, Smithsonian Design Museum.

https://www.businesswire.com/news/home/20230301006036/en/

President and CEO Matthew Messinger purchased 1,927 shares at an average of $0.81 per share on 12/07/22 and 806 shares at an average price of $0.83 per share on 12/08/22 (12/08/22)

Owns 1,833,512 shares.

https://www.sec.gov/Archives/edgar/data/724742/000110465922125535/xslF345X03/tm2232315-1_4.xml

MFP Partners, L.P. purchased 3,949 shares at $0.80 per shares on 12/05/22 and 7,841 shares at $0.75 per share on 12/06/22 (12/07/22)

MFP Partners, L.P. owns 9,187,691 shares.

https://www.sec.gov/Archives/edgar/data/724742/000120919122060132/xslF345X03/doc4.xml

President and CEO Matthew Messinger purchased 1,550 shares at an average of $0.82 per share on 12/02/22 and 451 shares at an average price of $0.77 per share on 12/05/22 (12/06/22)

Owns 1,830,779 shares.

https://www.sec.gov/Archives/edgar/data/724742/000110465922124893/xslF345X03/tm2232108-1_4.xml

MFP Partners, L.P. purchased 427 shares at $0.58 per shares on 12/01/22 and 13,973 shares at $0.75 per share on 12/02/22 (12/05/22)

MFP Partners, L.P. owns 9,175,901 shares.

https://www.sec.gov/Archives/edgar/data/724742/000120919122059538/xslF345X03/doc4.xml

Director Jeffrey Citrin purchased 25,000 shares at $0.536 (12/01/22)

Owns 352,588 shares.

https://www.sec.gov/Archives/edgar/data/724742/000110465922123986/xslF345X03/tm2231879-1_4.xml

President and CEO Matthew Messinger purchased 4,076 shares at an average of $0.54 per share (12/01/22)

Owns 1,828,778 shares.

https://www.sec.gov/Archives/edgar/data/724742/000110465922123727/xslF345X03/tm2231817-1_4seq1.xml

TRINITY PLACE HOLDINGS INC (12/02/22)
$0.8399 +0.2062 (+32.54%)
Volume: 85,902
Day range: 0.65-0.85
52-week range: 0.42-2.13

TPHS amends Master Loan Agreement (11/30/22)

On November 30, 2022, a wholly-owned subsidiary of Trinity Place Holdings Inc. 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 with Macquarie PF Inc., as lender and administrative agent, 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 future interest shortfalls and (iii) quarterly amortization payments of $7.5 million out of unit sales proceeds or otherwise, with the first period starting on the date of the amendment and ending on April 1, 2023 (i.e. the first sales pace test date under the pre-existing agreement) (the “Mortgage Loan Amendment”), with excess amounts in a period being applied to future periods, subject to the terms and conditions of the Mortgage Loan Amendment. For the twelve months ended September, 30, 2022, the Company made amortization payments in excess of $36 million from a portion of unit sales proceeds, net of interest and transaction costs. Completion of the last residential units is expected in the next few weeks.

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, entered into an amendment to the Amended and Restated Mezzanine Loan Agreement, dated as of December 22, 2020, by and among the Mezzanine Borrower and the lender and administrative agent thereunder, which incorporated the amendments included in the Mortgage Loan Amendment.

As a result of entering into the Mortgage Loan Amendment and Mezzanine Loan Amendment, the Company has cured the previously disclosed defaults under the Mortgage Loan Agreement and the Mezzanine Loan Agreement resulting from certain items not being completed prior to the original final completion milestone, given delays arising from the impacts of COVID-19 and supply-chain issues.

The foregoing descriptions of each of the Mortgage Loan Amendment and Mezzanine Loan Amendment are qualified in their entirety by reference to those agreements, copies of which will be attached as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which the Company intends to file no later than March 2023.

As previously disclosed, the Company has engaged from time to time with various parties who have expressed interest in the Company’s assets and attributes and considered potential strategic transactions including acquisitions, dispositions, financings and refinancings. As noted, in September 2022, the Company entered into an exclusivity period with a large asset manager during which the parties attempted to negotiate binding documents which would encompass refinancings and the availability of new cash and financings for mutually approved new business opportunities. The exclusivity period ended and negotiations did not result in a transaction. The Company continues to explore potential strategic transactions, which may include that party and/or other third parties.

https://www.sec.gov/ix?doc=/Archives/edgar/data/724742/000110465922123301/tm2231646d1_8k.htm

Trinity Place Learning Center Opens for Class (9/09/22)

NEW YORK--(BUSINESS WIRE)--Trinity Place Holdings Inc. (NYSE American: TPHS), the New York-based real estate holding, investment, and asset management company, announced that Trinity Place Learning Center, the new home for PS 150, welcomed students pre-Kindergarten through fifth grade for the first day of school yesterday. PS 150, awarded the prestigious title of Blue Ribbon School by the U.S. Department of Education, relocated from the Tribeca neighborhood of New York City to the mixed-use tower developed by TPHS in Lower Manhattan.

Conveniently located across the street from the new Elizabeth Berger Park, PS 150 now has capacity for 420 students, up from 186 seats in its former location. The school occupies the first 10 floors of the striking mixed-use residential condominium by Trinity Place Holdings. Students and faculty can enjoy views of Battery Park and the New York Harbor. Trinity Place Holdings built the core and shell of the school and sold it to the city in April 2020. The New York City School Construction Authority oversaw the interior buildout of the school condominium.

“Lower Manhattan has transformed into one of New York City’s most dynamic neighborhoods to live, work, and socialize. We always knew that Jolie’s location at the center of it all, in addition to its standout design and collection of innovative amenities, would appeal to professionals and families alike,” said Matthew Messinger, President, and CEO of Trinity Place Holdings. “We are incredibly proud to welcome all of the new students to Trinity Place Learning Center for what we know will be a memorable inaugural year and the beginning of an incredible new era for this esteemed learning institution.”

Jolie, the residential portion of the building, is a stunning boutique collection of 90 upscale condominium residences, each with show-stopping water views. The majority of the construction is expected to be completed in the coming weeks, including the remaining residential units and amenity spaces, with punch-list and general close-out to follow. The first closings occurred in the fall of 2021 and resident move-ins began at that time. Jolie’s full suite of amenities, called Cloud Club 77, includes multiple private lounges, indoor and outdoor dining spaces, a stunning children’s room, a landscaped roof garden, and a dog park.

Jolie is in close proximity to Battery Park and Battery Park City, the Hudson River Waterfront, One World Trade Center, major transit hubs, and all of the exciting retail, culinary, and vibrant nightlife options available in Lower Manhattan, including Brookfield Place and the shops at Westfield. The dynamic urban atmosphere is complete with waterfront parks, which offer biking and jogging paths, along with cobblestone streets and a rich architectural history.

SERHANT. is the exclusive sales and marketing agent for Jolie. Pricing for the remaining inventory begins at $1.575 million for a one-bedroom residence. For more information, please visit www.jolieongreenwich.com.

Financial and Strategic Plan Update

As previously disclosed, management has engaged from time to time with various parties who have expressed interest in TPHS’ (the “Company”) assets and attributes and the Company has considered potential strategic transactions including acquisitions, dispositions, financings and refinancings. As such, the Company has entered into an exclusivity period with a large asset manager during which time the parties will attempt to negotiate and execute binding documents which would call for refinancings at improved economic terms reflecting the reduced risk profile of the Company. Additionally, these documents would call for the availability of new cash and financings for the purpose of making a substantial investment in one or more mutually approved new business opportunities that may activate certain Company attributes.

The Company has sufficient funds available to complete the construction and close-out of the development of Jolie.

On Wednesday, September 7, the Company filed its quarterly report on Form 10-Q for the second quarter. With the filing of the 10-Q, the Company is in compliance with the NYSE American continued listing standards.

ABOUT TRINITY PLACE HOLDINGS

Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) is a real estate holding, investment, development and asset management company. The Company’s largest asset is currently a property located at 77 Greenwich Street in Lower Manhattan. 77 Greenwich is under development 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 newly built 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York, and, through a joint venture, a 10% interest in a newly built 234-unit multi-family property located at 250 North 10th 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, including Filene’s Basement and related trademarks, focused on the consumer sector, a legacy of its predecessor, Syms Corp. The Company also had approximately $261.8 million of federal net operating loss carryforwards as well as approximately $192.3 million of state and local net operating loss carryforwards at June 30, 2022, which can be used to reduce its future taxable income and capital gains.

https://www.businesswire.com/news/home/20220909005238/en/

Trinity Place Holdings Inc. Receives Expected Notice from NYSE American Regarding Delayed Quarterly Report (8/30/22)

NEW YORK--(BUSINESS WIRE)--Trinity Place Holdings Inc. (NYSE: TPHS) (the “Company”) announced today that, as expected, on August 23, 2022 it received a notice from the New York Stock Exchange (the “NYSE”) that the Company was not in compliance with the NYSE’s continued listing standards under the timely filing criteria established in Section 1007 of the NYSE American Company Guide, because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) on or prior to the due date thereof. The NYSE informed the Company that, under the NYSE’s rules, the Company has six months from its due date to file the Form 10-Q with the SEC.

As previously disclosed in the Current Report on Form 8-K filed on August 17, 2021, the management and the Audit Committee of the board of directors of the Company, in consultation with BDO USA LLP, the Company’s independent registered public accounting firm determined that the Company’s previously issued financial statements and the audit report thereon, as of and for the year ended December 31, 2021, and the unaudited interim financial statements as of and for each of the quarterly periods ended June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022 (collectively, the “Prior Period Financial Statements”), should no longer be relied upon due to an error in accounting treatment regarding the overcapitalization of internally allocated construction related costs related to the development project at 77 Greenwich Street. Management and the Audit Committee determined that these accounting changes require a restatement of the Prior Period Financial Statements, the impacts of which are expected to principally involve a reduction of net income and total assets for certain periods (which will result in a gain on sale of condominiums in excess of the gain anticipated prior to the restatement) and other non-cash items. The restated accounts in aggregate are expected to have no effect on the Company’s cumulative earnings by the end of the condominium sell-out period. As a result, the Company required additional time to evaluate its financial statements for the year ended December 31, 2021, the quarter ended March 31, 2022 and the quarter ended June 30, 2022, and did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

The Company continues to work diligently with its independent registered public accounting firm and currectly expects to file the Form 10-Q in early September and the amendments to its Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 as soon as practicable after the date hereof.

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 currently a property located at 77 Greenwich Street in Lower Manhattan. 77 Greenwich is under development 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 newly built 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York, and, through a joint venture, a 10% interest in a newly built 234-unit multi-family property located at 250 North 10th 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, including Filene’s Basement and related trademarks, focused on the consumer sector, a legacy of its predecessor, Syms Corp. The Company also had approximately $261.8 million of federal net operating loss carryforwards as well as state and local net operating loss carryforwards at June 30, 2022, which can be used to reduce its future taxable income and capital gains.

https://www.businesswire.com/news/home/20220829005715/en/

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review (8/17/22)

https://www.sec.gov/ix?doc=/Archives/edgar/data/724742/000110465922092238/tm2223747d1_8k.htm