8-K

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): December 3, 2019 (December 3, 2019)

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 8.01. Other Events.

On December 3, 2019, Trinity Place Holdings Inc. (the “Company”) announced that a joint venture between the Company and TF Cornerstone Group LLC (“TFC”) has signed a contract to acquire 250 North 10th Street (the “Property”).  The Property is a 96% leased, market-leading 234-unit apartment building in Williamsburg, Brooklyn located one block from The Berkley, another property owned by a joint venture in which the Company has an interest.  The purchase price for the Property is $137.75 million, or $588,675 per unit. Subject to customary closing conditions, the purchase is expected to close within 60 days and to be financed by a fixed-rate loan.  The joint venture made a $4 million earnest money deposit upon execution of the contract.

The joint venture is between a wholly-owned subsidiary of the Company and an affiliate of TFC.  The Company indirectly owns a 10% interest, TFC indirectly owns a 90% interest and both are co-managing members. TFC will lend the Company its share of the equity to purchase the Property at an interest rate of 7% per annum, maturing in four years. The Company may prepay the loan, which is recourse only to the Company’s indirect interest in the Property, in whole or in part at any time without premium, fee or penalty. Prior to repayment of the loan, TFC may convert the loan into common stock of the Company at a price of $6.50 per share, if the Company’s stock trades at a 30-day volume-weighted average price per share of $6.50 or greater; subject to a $6.3 million cap on the loan amount that may be converted if the conversion occurs prior to or concurrently with the closing of the acquisition loan for the Property. The Company will receive an acquisition fee at the closing of the purchase, an annual asset management fee and a performance-based promote. TFC will provide property management services to the ownership entity.

The press release announcing the signing of the Property purchase contract is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit Description
99.1	Press release of Trinity Place Holdings Inc. issued December 3, 2019

SIGNATURE

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: December 3, 2019	By:	/s/ Steven Kahn
		Steven Kahn
		Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:	Linda Flynn, (212) 235-2191
	Linda.Flynn@tphs.com

Trinity Place Holdings and TF Cornerstone to Acquire Luxury Brooklyn Apartment Building

Williamsburg Residential Property Under Contract

NEW YORK, NY (December 3, 2019). Trinity Place Holdings, Inc. (NYSE: TPHS) announced today that a joint venture between TF Cornerstone and Trinity has signed a contract to acquire 250 North 10^th Street (the “Property”), a market-leading 234-unit apartment building in Williamsburg, Brooklyn. The purchase, which is subject to customary closing conditions, is expected to close within the next 60 days and to be financed by a fixed-rate loan.

Located in North Williamsburg, Brooklyn, the Property is just four blocks from the Bedford Avenue L subway station and a short walk from the Metropolitan Avenue G subway station as well as the J, M, and Z trains at Marcy Avenue. It is located one block from The Berkley, a luxury multifamily property that TPHS purchased in 2016 in a joint venture with Pacolet Milliken. 250 North 10^th Street was built by LCOR and CalSTRS in 2014 and has been institutionally owned and managed since stabilization in 2015. The Property is currently 96% leased.

With spectacular views of the Manhattan skyline, 250 North 10^th Street is considered to be one of Williamsburg’s premier rental properties. Apartments feature top-of-the-line unit finishes including GE stainless steel appliances, caesarstone countertops, in-unit washers and dryers, individually zoned climate controls, floor to ceiling windows and oak hardwood floors. In addition, the Property offers a full amenity package including a concierge, a resident’s lounge with roof deck, a fitness center, a café lounge with complimentary coffee and an expansive terrace, tenant storage, parking, and sweeping views of the neighborhood and Manhattan. The Property has approximately eight years remaining on its 15-year 421a tax abatement. Although all apartments are market rate units, they are subject to New York City’s rent stabilization law during the remaining term of the 421a tax abatement.

“Trinity Place Holdings is excited to add 250 North 10^th Street to our growing portfolio of well-located, new vintage, luxury housing in highly desirable growth neighborhoods in New York City,” stated Matthew Messinger, President and CEO of Trinity Place Holdings. “Williamsburg continues to fire on all cylinders as it evolves into a mature live-work community that is sought after for its high quality of life and myriad amenities,” he continued. “We have seen residential rents surge over the past year since the cancellation of the planned L train shutdown. Moreover, in the aftermath of recent changes to New York City rent regulations, interesting opportunities for long-term investors in assets like 250 North 10^th Street continue to arise. We look forward to partnering and growing our relationship with the well-respected generational owner TF Cornerstone, who shares our long-term vision for New York City real estate.”

“250 North 10^th Street aligns with TF Cornerstone’s strategy of owning best-in-class assets in premier New York City infill locations. Together with our developments in Downtown Brooklyn and Prospect Heights, this acquisition furthers bolsters TF Cornerstone’s commitment to growing our Brooklyn portfolio. Furthermore, we could not be more excited to be partnering with Trinity Place Holdings and look forward to a long and successful joint venture,” said Jeremy Shell, a Principal of TF Cornerstone.

Jones Lang LaSalle’s New York City-based capital markets team represented the seller in the transaction.

For additional details, see the Company’s Current Report on Form 8-K filed contemporaneously with this press release.

Website: 250n10.com

About TPHS

Trinity Place Holdings Inc. (the “Company”) is a real estate holding, investment and asset management company. The Company’s business is primarily to own, invest in, manage, develop and/or redevelop real estate assets and/or real estate related securities. Currently, the Company’s principal asset is a property located at 77 Greenwich Street (aka 28-42 Trinity Place) in Lower Manhattan, and one of Lower Manhattan’s premier development sites. The Company also owns two apartment buildings in Brooklyn, including one through a joint venture, and a retail box in Paramus, New Jersey. TPHS intellectual property includes rights related to the Filene's Basement trademarks. In addition, the Company also has approximately $245.4 million of Federal net operating losses. The Company’s shares are listed for trading on the NYSE MKT under the symbol TPHS. Certain of its current assets are the legacy of Syms Corp. and Filene’s Basement holdings as a result of those companies having emerged from Chapter 11 bankruptcy under a plan of reorganization in September 2012. More information on the Company can be found at www.trinityplaceholdings.com.

About TF Cornerstone

TF Cornerstone is a family-owned real estate firm focused on acquisition, development, construction and management of residential, commercial and retail properties. The company was founded by Tom and Fred Elghanayan, who are two of the three founders of Rockrose Development Corp. During the company’s 50 years in real estate, they have established their business as one of New York City’s largest owners and developers of residential and commercial properties, currently encompassing over 8,000 residential apartments, 2.5M square feet of commercial office space in NYC and Washington DC, with another 4,000 apartments in the development pipeline.