Trinity Place Holdings Inc (TPHS)

[Enterprising Investor]

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