Item 1.01 Entry into a Material Definitive Agreement.
On June 9, 2023, Trinity Place Holdings Inc. (the "Company") entered into a
seventh amendment (the "CCF Amendment") to the Credit Agreement, dated as of
December 19, 2019 (as amended, supplemented or otherwise modified from time to
time prior to the date hereof, the "CCF"), by and between the Company, as
borrower, certain subsidiaries of the Company as guarantors, and TPHS Lender
LLC, as initial lender (the "CCF Lender") and as administrative agent. The CCF
Amendment provides, among other things, that (i) the loan (the "Loan") be
increased by up to $5,000,000, with $3,000,000 to be used for general corporate
purposes and certain other items if applicable, and up to $2,000,000 to be used
in connection with the extension of the loans in respect of the Company's
property at 237 11thStreet, Brooklyn, New York (the "11th Street Property"),
including the purchase of an interest rate cap, (ii) the interest rate of the
Loan is increased by 0.20%, and (iii) certain covenants and other terms of the
CCF are revised, including that a refinancing of the 11th Street Property
(excluding the extension of the existing loans) and/or the property located at
330-334 Route 17, Paramus, New Jersey requires the prior written consent of the
CCF Lender; on or before June 30, 2023, the Company will meet with the CCF
Lender to review the results of the Company's strategic process, endeavor in
good faith to establish mutually acceptable next steps, and provide copies of
written term sheets received from participants in the strategic process,
including at least one that addresses repayment or purchase of the Loan; and the
removal of the ability of the Company to incur certain types of previously
permitted debt and make previously permitted investments and other restricted
payments.
In addition, the parties agreed that promptly following the effective date of
the CCF Amendment, the Company will issue 750,000 shares of common stock (the
"Common Stock") to the CCF Lender or its affiliated designee, and the parties
will enter into an amendment ("Warrant Agreement Amendment") to that certain
Warrant Agreement, dated as of December 19, 2019, as amended (the "Warrant
Agreement"), pursuant to which the number of shares of Common Stock purchasable
under the Warrants (as defined in the Warrant Agreement) will be reduced by
750,000 shares.
The foregoing descriptions of the CCF Amendment and the Warrant Agreement
Amendment are qualified in their entirety by reference to those agreements,
copies of which will be attached as exhibits to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2023, which the Company intends to
file no later than August 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 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 is incorporated into this Item 3.02 by
reference. The 750,000 shares of Common Stock were issued to the CCF Lender in
reliance upon an exemption from the registration requirements of the Securities
Act of 1933, as amended, pursuant to Section 4(a)(2) thereof as a transaction
not involving any public offering.
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