Item 1.01 Entry into a Material Definitive Agreement.
On November 30, 2022, a wholly-owned subsidiary (the "Mortgage Borrower") of
Trinity Place Holdings Inc. (the "Company") and owner of the real property known
as 77 Greenwich Street, New York, New York, entered into an amendment to the
Master Loan Agreement, dated as of October 22, 2021 (the "Mortgage Loan
Agreement") with Macquarie PF Inc., as lender and administrative agent (the
"Mortgage Lender"), which provided for (i) the extension of certain milestone
dates including extension of the final completion milestone date, as
contemplated under the Mortgage Loan Agreement, to September 29, 2023, in order
to accommodate final construction items, including the outside dog-run,
punchlist items and general contractor settlements, (ii) the return to the
Company of a $4 million letter of credit held by the Mortgage Lender, a $1
million payment to be applied to reduce accrued PIK interest and a $3 million
deposit to be held by the Mortgage Lender and made available to cover certain
potential future interest shortfalls and (iii) quarterly amortization payments
of $7.5 million out of unit sales proceeds or otherwise, with the first period
starting on the date of the amendment and ending on April 1, 2023 (i.e. the
first sales pace test date under the pre-existing agreement) (the "Mortgage Loan
Amendment"), with excess amounts in a period being applied to future periods,
subject to the terms and conditions of the Mortgage Loan Amendment. For the
twelve months ended September, 30, 2022, the Company made amortization payments
in excess of $36 million from a portion of unit sales proceeds, net of interest
and transaction costs. Completion of the last residential units is expected in
the next few weeks.
On the same date, in connection with the Mortgage Loan Amendment, the subsidiary
of the Company that is the indirect parent of the Mortgage Borrower (the
"Mezzanine Borrower"), entered into an amendment to the Amended and Restated
Mezzanine Loan Agreement (the "Mezzanine Loan Agreement"), dated as of December
22, 2020, by and among the Mezzanine Borrower and the lender and administrative
agent thereunder ("Mezzanine Lender"), which incorporated the amendments
included in the Mortgage Loan Amendment (the "Mezzanine Loan Amendment").
As a result of entering into the Mortgage Loan Amendment and Mezzanine Loan
Amendment, the Company has cured the previously disclosed defaults under the
Mortgage Loan Agreement and the Mezzanine Loan Agreement resulting from certain
items not being completed prior to the original final completion milestone,
given delays arising from the impacts of COVID-19 and supply-chain issues.
The foregoing descriptions of each of the Mortgage Loan Amendment and Mezzanine
Loan Amendment are qualified in their entirety by reference to those agreements,
copies of which will be attached as exhibits to the Company's Annual Report on
Form 10-K for the year ended December 31, 2022, which the Company intends to
file no later than March 2023.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of the Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
As previously disclosed, the Company has engaged from time to time with various
parties who have expressed interest in the Company's assets and attributes and
considered potential strategic transactions including acquisitions,
dispositions, financings and refinancings. As noted, in September 2022, the
Company entered into an exclusivity period with a large asset manager during
which the parties attempted to negotiate binding documents which would encompass
refinancings and the availability of new cash and financings for mutually
approved new business opportunities. The exclusivity period ended and
negotiations did not result in a transaction. The Company continues to explore
potential strategic transactions, which may include that party and/or other
third parties.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Description
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