UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 28, 2022 (April 27, 2022)
Trinity Place Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-08546 | | 22-2465228 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
340 Madison Avenue, New York, New York 10173
(Address of Principal Executive Offices) (Zip Code)
(212) 235-2190
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading
Symbol | | Name of each exchange on which
registered |
| Common Stock $0.01 Par Value Per Share | | TPHS | | NYSE American |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 27, 2022, Trinity Place Holdings Inc. (the “Company”), through its joint venture with Pacolet Milliken, closed on the sale of The Berkley, at 223 North 8th Street in Williamsburg, Brooklyn, to an affiliate of TF Cornerstone Inc. for $71.02 million. The Company purchased a 50% interest in the Berkley alongside Pacolet Milliken in December 2016. The net proceeds from the sale, after repayment of the property’s mortgage and partner loan and settlement proceeds from the interest rate swap associated with the property’s mortgage will be used for working capital and/or new investment opportunities for the Company.
On April 28, 2022, the Company issued a press release announcing the closing of the sale of The Berkley. A copy of the press release is attached hereto as Exhibit 99.1.
Item 8.01 Other Events.
On April 28, 2022, the Company also announced certain updates at its 77 Greenwich property, including that final completion work continues at Jolie, the Company’s mixed-use development at 77 Greenwich Street in Lower Manhattan, the construction hoist was removed in February 2022, and the curtain wall in that area is being installed, interior finishes are now being installed in the hoist run (A line) units, which are the largest homes in the building. In addition, as the New York City Department of Buildings issues rolling temporary certificates of occupancy (TCO) for those units (expected this summer), resident move-ins to A line units will be permitted and Cloud Club 77, located on the top floors of Jolie, is also expected to receive its TCO this summer, opening the full suite of indoor and outdoor amenities to residents. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | TRINITY PLACE HOLDINGS INC. |
| | |
| Date: April 28, 2022 | /s/ Steven Kahn |
| | Steven Kahn Chief Financial Officer |
