Current Report Filing (8-k)
September 11 2017 - 04:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
September 11, 2017 (September 8, 2017)
Trinity
Place Holdings Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
001-8546
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22-2465228
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(Commission File Number)
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(IRS Employer Identification No.)
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717 Fifth Avenue
New York, New York 10022
(Address of principal executive offices and zip code)
(212) 235-2190
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed
since last report)
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:
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Item 1.01
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Entry into a Material Definitive Agreement
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On September 8, 2017, a wholly-owned subsidiary of Trinity Place
Holdings Inc. (the “Company) entered into an agreement (the “Agreement”) pursuant to which it acquired an option
to purchase a newly built 105-unit, 12 story apartment building located at 237 11
th
Street, Brooklyn, New York (the
“Property”) from 470 4
th
Avenue Investors LLC (the “Seller”) for a purchase price of $81,000,000
(the “Purchase Price”). Under the Agreement, the Company is entitled to exercise the option during the period
commencing on February 1, 2018 and expiring on February 28, 2018. The Company paid an initial deposit of $8,100,000 upon
entering into the Agreement, which is nonrefundable if the Company does not exercise the option. The Purchase Price will
be funded through acquisition financing and cash on hand. Following the closing and pursuant to a separate agreement, an affiliate
of the Seller will continue to manage and promote the Property for a limited period and an affiliate of such manager will have
the ability to receive an additional payment from the Company based on the performance of the Property as it relates to revenues
and concessions and other expenses during such period, which is currently estimated to be up to approximately 1% of the Purchase
Price. The acquisition of the Property, which is subject to customary closing conditions, is expected to close in the first quarter
of 2018.
On September 11, 2017, the Company issued a press release announcing
the entering into of the Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Forward Looking Statements
This report 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 include, but are not limited to, statements about our plans, objectives, expectations
and intentions that are not historical facts, and other statements identified by words such as “may,” “will,”
“expects,” “believes,” “plans,” “anticipates,” “opportunity,” “current,”
“seeks,” “estimates,” or “potential,” or the negative thereof or other and similar expressions.
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 statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including
among others, risks related to closing, obtaining suitable financing in connection with and achieving the intended benefits of
the acquisition described above. For a more complete description of these and other possible risks and uncertainties, please
refer to our Annual Report on Form 10-K for the year ended December 31, 2016, as well as to our subsequent filings with the Securities
and Exchange Commission. The forward-looking statements contained herein speak only as of the date hereof, and we assume
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.
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Trinity Place Holdings Inc.
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Date: September 11, 2017
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/s/ Steven Kahn
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Steven Kahn
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Chief Financial Officer
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