UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form
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 (
(Exact Name of Registrant as Specified in Charter)
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
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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
| 99.1 | Press release, dated April 28, 2022 |
| 104 | Cover page interactive data file (embedded within the iXBRL document) |
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 |
Exhibit 99.1
Trinity Place Holdings Sells Joint Venture Interest in The Berkley in Williamsburg, Brooklyn
Unit Finishes Nearing Completion in Jolie
New York (April 28, 2022) – 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.
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.
“We took advantage of the current market to make this opportunistic sale,” stated Matthew Messinger, CEO and President of Trinity Place Holdings. “This further bolsters our investment thesis that even when interest rates are volatile and rising, high-quality multifamily assets in prime New York City neighborhoods remain in strong demand,” he continued.
After an increase in vacancy and leasing concessions during the COVID-19 crisis in New York City, the Property maintained 99% occupancy over the past 12 months, with net effective rent growth approaching 20% on new leases.
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77 Greenwich Update
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. 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. 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.
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About Trinity Place Holdings
Trinity Place Holdings Inc. (NYSE American: TPHS)(the “Company”) is a real estate holding, investment, development and asset management company. The Company’s largest asset is currently a property located at 77 Greenwich Street in Lower Manhattan. 77 Greenwich is under development as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school. The Company also owns a newly built 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York, and, through a joint venture, a 10% interest in a newly built 234-unit multi-family property located at 250 North 10th Street in Brooklyn, New York. In addition, the Company owns a property occupied by retail tenants in Paramus, New Jersey. In addition to its real estate portfolio, the Company also controls a variety of intellectual property assets, including Filene’s Basement and related trademarks, focused on the consumer sector, a legacy of its predecessor, Syms Corp. The Company also had approximately $247.5 million of federal net operating loss carryforwards as well as state and local net operating loss carryforwards at December 31, 2021, which can be used to reduce its future taxable income and capital gains.
Forward Looking Statements
This press release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and projections about future events and are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements. For a more complete description of these and other possible risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2021, as well as to our subsequent filings with the Securities and Exchange Commission. The forward-looking statements contained herein speak only as of the date hereof, and we assume no obligation to update any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law.
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Cover |
Apr. 27, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 27, 2022 |
| Entity File Number | 001-08546 |
| Entity Registrant Name | Trinity Place Holdings Inc. |
| Entity Central Index Key | 0000724742 |
| Entity Tax Identification Number | 22-2465228 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 340 Madison Avenue |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10173 |
| City Area Code | 212 |
| Local Phone Number | 235-2190 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock $0.01 Par Value Per Share |
| Trading Symbol | TPHS |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |
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