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.
Forward Looking Statements
This press release 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. Forward-looking statements include, among other things,
statements about the potential benefits of the proposed
transactions; the prospective performance and outlook of the
Company’s business, performance and opportunities; the ability of
the parties to complete the proposed transactions and the expected
timing of completion of the proposed transactions; as well as any
assumptions underlying any of the foregoing. Such statements are
subject to numerous assumptions, risks, uncertainties and other
factors that could cause actual results to differ materially from
those described in such statements, many of which are outside of
the Company’s control. Important factors that could cause actual
results to differ materially from those described in
forward-looking statements include, but are not limited to, (i) the
risk that the proposed transactions may not be completed in a
timely manner or at all; (ii) the failure to receive, on a timely
basis or otherwise, the required approvals of the proposed
transactions by the Company’s stockholders; (iii) the possibility
that any or all of the other conditions to the consummation of the
proposed transactions may not be satisfied or waived; (iv) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the stock purchase agreement; (v)
the effect of the announcement or pendency of the proposed
transactions on the Company’s ability to attract, motivate or
retain key executives and employees, its ability to maintain
relationships with its business counterparties, or its operating
results and business generally; (vi) risks related to the proposed
transactions diverting management’s attention from the Company’s
ongoing business operations; (vii) the amount of costs, fees and
expenses related to the proposed transactions; (viii) the risk that
the Company’s stock price may decline significantly and/or that the
Company will need to file for bankruptcy if the transactions are
not consummated; (ix) the risk of stockholder litigation in
connection with the proposed transactions, including resulting
expense or delay; and (x) other factors as set forth from time to
time in the Company’s filings with the SEC, including its Annual
Report on Form 10-K, as amended, for the fiscal year ended December
31, 2022, as may be updated or supplemented by any subsequent
Quarterly Reports on Form 10-Q or other filings with the SEC.
Readers are cautioned not to place undue reliance on such
statements which speak only as of the date they are made. The
Company does not undertake any obligation to update or release any
revisions to any forward-looking statement or to report any events
or circumstances after the date of this communication or to reflect
the occurrence of unanticipated events except as required by law.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240110968595/en/
Linda Flynn, (212) 235-2191 Linda.Flynn@tphs.com
Trinity Place (AMEX:TPHS)
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