Trinity Place Holdings Inc. Common Stock (TPHS)

Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) announced that on February 21, 2024, the NYSE American notified the Company that it had reviewed the plan of compliance (the “Plan”) that the Company submitted to the NYSE American and determined to accept the Plan and grant a cure period through May 29, 2025. As previously disclosed, on November 29, 2023, the Company received a deficiency letter from the NYSE American indicating that the Company was not in compliance with the NYSE American’s continuing listing standards set forth in Sections 1003(a)(i) and (ii) of the NYSE Company Guide since it reported stockholders’ deficit of $(1.2) million as of September 30, 2023 and losses from continuing operations and/or net losses in three of its four most recent fiscal years ended December 31, 2022. As a result of the acceptance of the Company’s plan of compliance, the Company’s listing is being continued pursuant to an extension. The NYSE American staff will review the Company periodically for compliance with the initiatives outlined in the Plan. If the Company is not in compliance with the continued listing standards by May 29, 2025 or if the Company does not make progress consistent with the Plan during the cure period, the NYSE American staff will initiate delisting proceedings as appropriate.

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.

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.

Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) announced today that on November 29, 2023 it received a letter (the “Notice”) from the NYSE American LLC (“NYSE American”) advising the Company is not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(i) and (ii) of the NYSE American Company Guide given the reported stockholders’ deficit as of September 30, 2023, and losses from continuing operations and/or net losses in three of its four most recent fiscal years ended December 31, 2022.

Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) announced that its annual meeting of stockholders will be held at 77 Greenwich Street, New York, New York on Wednesday, June 21, 2023 beginning at 10:00 a.m. local time. Further details regarding the Annual Meeting have been made available to stockholders in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) today.

Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) announced that it is providing an update on its ongoing review of potential strategic alternatives. As previously disclosed, the Company has been engaged in a process to review and evaluate potential strategic alternatives to maximize shareholder value. To that end the Company has engaged from time to time with various parties who have expressed interest in the Company’s assets and attributes, and has considered a range of potential strategic transactions, including financing alternatives, a potential financial restructuring or a reorganization, merger, reverse merger, sale or other strategic transaction, with the goal of maximizing the value of the assets and attributes of the Company.

Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) announced that Jolie on Greenwich has been awarded the Leadership in Energy and Environmental Design (LEED) Silver Certification by the U.S. Green Building Council (USGBC). Located at 77 Greenwich Street in the heart of Lower Manhattan, Jolie is a boutique glass tower with 90 luxurious residences overlooking New York Harbor, the Hudson River, and Battery Park. Jolie is crowned by a penthouse and a rooftop-level suite of amenities, Cloud Club 77. Deborah Berke Partners designed Jolie’s well-crafted interiors and its amenity suite, in collaboration with FXCollaborative as Jolie’s base building architect. In addition to its 90 condominium homes and over 7,000 square feet of ground-floor retail space, Jolie is also home to a brand new public elementary school, PS 150.

Trinity Place Holdings Inc. (NYSE American: TPHS), the New York-based real estate holding, investment, and asset management company, announced that Trinity Place Learning Center, the new home for PS 150, welcomed students pre-Kindergarten through fifth grade for the first day of school yesterday. PS 150, awarded the prestigious title of Blue Ribbon School by the U.S. Department of Education, relocated from the Tribeca neighborhood of New York City to the mixed-use tower developed by TPHS in Lower Manhattan.

Trinity Place Holdings Inc. (NYSE: TPHS) (the “Company”) announced today that, as expected, on August 23, 2022 it received a notice from the New York Stock Exchange (the “NYSE”) that the Company was not in compliance with the NYSE’s continued listing standards under the timely filing criteria established in Section 1007 of the NYSE American Company Guide, because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) on or prior to the due date thereof. The NYSE informed the Company that, under the NYSE’s rules, the Company has six months from its due date to file the Form 10-Q with the SEC.

Trinity Place Holdings Inc. (NYSE: TPHS) (the “Company”) announced that it, along with its joint venture partner, has closed on the sale of The Berkley, at 223 North 8th Street in Williamsburg, Brooklyn (the “Property”), to TF Cornerstone for $71.02 million. The Company purchased a 50% interest in the Property alongside Pacolet Milliken in December 2016.

Trinity Place Holdings Inc. (NYSE American: TPHS) (the “Company”) announced that it had entered into an inventory loan provided by Macquarie Capital, the advisory, capital markets and principal investment arm of Macquarie Group, the global financial services firm. Proceeds from the loan, which has a two-year term with an additional one-year extension option, were used to repay the 77 Greenwich construction loan and will support the final closeout of construction and further sellout efforts at the luxury mixed-use development.

Today, Trinity Place Holdings Inc. (NYSE American: TPHS), the New York-based real estate holding, investment and asset management company, announced the commencement of closings at Jolie, a boutique collection of 90 upscale condominium residences, each with show-stopping water views, envisioned by a world-class team of New York-based architects and designers. Located at 77 Greenwich Street in the heart of Manhattan’s Financial District, the elegant tower soars above New York Harbor and Battery Park, and is home to a suite of well-crafted amenities, retail space and a new public elementary school.

Trinity Place Holdings Inc. (NYSE: TPHS) (the “Company”) announced today that through a wholly owned subsidiary, it has refinanced its loan encumbering 237 11th Street, Brooklyn, NY. The new $60.0 million loan, provided by Natixis, bears interest at an initial interest rate of 3.05% per annum. The loan is for two years and has three one-year extension options. The first extension option is not subject to satisfaction of any financial tests. $1.5 million of the loan proceeds have been reserved to cover debt service and operating expense shortfalls, as well as leasing related costs.

Trinity Place Holdings Inc. (NYSE: TPHS) (the “Company”), the New York-based real estate holding, investment and asset management company, announced today the date of its annual meeting of stockholders and provided an update on 77 Greenwich.