Trinity Place Holdings Inc. Completes Recapitalization Transactions
February 20 2024 - 4:15PM
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.
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. Such risks and uncertainties include the risks and
uncertainties, as well as the other factors, described in more
detail in the Company’s filings with the SEC, including its Annual
Report on Form 10-K 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/20240220601598/en/
Linda Flynn, (212) 235-2191 Linda.Flynn@tphs.com
Trinity Place (AMEX:TPHS)
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