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Enterprising Investor

11/30/15 6:19 PM

#69 RE: Enterprising Investor #65

Trinity Place Holdings Inc. Extends Rights Offering Expiration Date To Thursday, December 3, 2015 (11/30/15)

NEW YORK--(BUSINESS WIRE)--Trinity Place Holdings Inc. (the “Company”) (OTC:TPHS) announced today that it has extended the expiration date for its rights offering from Monday, November 30, 2015 to Thursday, December 3, 2015. The subscription rights issued by the Company may now be exercised at any time prior to 5:00 p.m. New York City time on Thursday, December 3, 2015.

Under the terms of the rights offering, the Company distributed 0.248362 non-transferable subscription rights to purchase shares of its common stock, for each share of its common stock held by a stockholder as of 5:00 p.m., New York time on the record date of November 4, 2015, as more fully described in the prospectus relating to the rights offering. Each whole subscription right entitles the holder to purchase one share of common stock at a subscription price equal to $6.00 per share. Holders as of the record date that exercise their basic subscription rights in full also have oversubscription rights, pursuant to which they may be able to purchase additional shares at the subscription price to the extent that not all subscription rights are exercised, subject to certain limitations and as more fully described in the prospectus.

During the extended subscription period for the rights offering, each holder of non-transferrable subscription rights may exercise those rights that have not already been exercised. Other than the extension of the expiration date of the rights offering, all of the offering terms described in the prospectus dated November 5, 2015 remain the same and apply during the extended subscription period of the rights offering.

The Company has engaged D.F. King & Co., Inc. to act as information agent with respect to the rights offering. For questions regarding the rights offering, or to obtain copies of the rights offering prospectus and any related materials, please contact D.F. King & Co., Inc. at (866) 796-7180.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Trinity Place Holdings Inc.

Trinity Place Holdings currently has significant real estate in three states, a variety of consumer-sector intellectual property rights and significant net operating losses. Trinity’s assets include real estate in the Westbury, New York, Paramus, New Jersey, and West Palm Beach, Florida markets, as well as “Trinity Place,” one of Lower Manhattan’s premier development sites. Trinity intellectual property includes rights related to the Filene's Basement trademarks. The company is currently traded OTC under the symbol TPHS. Its current assets are the legacy of certain Syms Corp. and Filene’s Basement holdings as a result of those companies having emerged from Chapter 11 bankruptcy under a plan of reorganization in September 2012. More information on the Company can be found at www.trinityplaceholdings.com.

http://www.businesswire.com/news/home/20151130006355/en/Trinity-Place-Holdings-Extends-Rights-Offering-Expiration

Enterprising Investor

12/09/15 9:10 AM

#70 RE: Enterprising Investor #65

Trinity Place Holdings Inc. Announces Final Results of Rights Offering (12/08/15)

NEW YORK--(BUSINESS WIRE)--Trinity Place Holdings Inc. (the “Company”) (OTC:TPHS) announced today the final results of its previously announced backstopped rights offering for 5,000,000 shares of common stock at a subscription price of $6.00 per share. An aggregate of 3,327,784 shares are being issued pursuant to the rights offering at an aggregate purchase price of $19,966,704, including shares to be issued to MFP Partners, L.P. (“MFP”) and Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund pursuant to the exercise of their respective basic subscription privileges, and an additional 1,672,216 shares are being issued to MFP pursuant to its standby purchase arrangement under its Investment Agreement with the Company, for a purchase price of $10,033,296. In connection with the Investment Agreement, the Standby Purchaser was granted a minimum$10,000,000 investment, exclusive of their basic subscription rights. Subsequent to the offering, MFP holds an 11.6% interest in the Company. The Company received gross proceeds of $30,000,000 from the rights offering and under the investment agreement. A total of 25,240,878 shares of common stock will be issued and outstanding once all new shares have been delivered.

We are excited with the success of our rights offering and the broad range of investors who participated, inclusive of individual and institutional investors, and are pleased that we were able to accommodate all oversubscription requests.” Matt Messinger, chief executive officer, continued, “the proceeds from the offering will provide liquidity for working capital as we continue to strengthen our balance sheet and pursue investment opportunities both within and outside the existing portfolio. We thank MFP Partners, L.P. for their support in backstopping this offering as well as all our other shareholders who participated.”

The rights offering was made pursuant to a Registration Statement on Form S-3 that was filed with the Securities and Exchange Commission and became effective on November 4, 2015. For questions about the rights offering, contact D.F. King & Co., Inc., the information agent for the rights offering, at (866) 796-7180.

About Trinity Place Holdings Inc.

Trinity Place Holdings Inc., together with its wholly owned subsidiaries, is a real estate holding, investment and asset management company. The Company’s business is primarily to own, invest in, manage, develop and/or redevelop real estate assets and/or real estate related securities. Currently, the Company’s principal asset is a property located at 28-42 Trinity Place in Lower Manhattan, referred to as the Trinity Place Property, and one of Lower Manhattan’s premier development sites. The Company also owns a shopping center located in West Palm Beach, Florida and retail boxes in Westbury, New York and Paramus, New Jersey. The Company’s intellectual property includes rights related to the Filene's Basement trademarks. In addition, the Company also has approximately $213.0 million of Federal net operating losses. The Company is currently traded OTC under the symbol TPHS. Its current assets are the legacy of certain Syms Corp. and Filene’s Basement holdings as a result of those companies having emerged from Chapter 11 bankruptcy under a plan of reorganization in September 2012. More information on the Company can be found at www.trinityplaceholdings.com.

http://www.businesswire.com/news/home/20151208006695/en/Trinity-Place-Holdings-Announces-Final-Results-Rights