UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 8, 2015 (December 8, 2015)
Trinity Place Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-8546 | 22-2465228 | |
| (Commission File Number) | (IRS Employer Identification No.) |
717 Fifth Avenue
New York, New York 10022
(Address of principal executive offices and zip code)
(212) 235-2190
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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))
Item 3.02 Unregistered Sales of Equity Securities
In connection with its previously announced $30,000,000 common stock rights offering (the “Rights Offering”), on December 8, 2015, Trinity Place Holdings Inc. (the “Company”) issued an aggregate of 1,920,577 shares (the “Standby Purchaser Shares”) of its common stock, par value $0.01 per share (“Common Stock”), to MFP Partners, L.P. (the “Standby Purchaser”) for an aggregate purchase price of $11,523,463, pursuant to the previously disclosed Investment Agreement, dated as of September 11, 2015, between the Company and the Standby Purchaser (the “Standby Purchaser Investment Agreement”). The Standby Purchaser Shares include 248,361 shares of Common Stock issued to the Standby Purchaser pursuant to the exercise of its basic subscription privilege in the Rights Offering for a purchase price of $1,490,166 and 1,672,216 shares of Common Stock issued to the Standby Purchaser pursuant to its standby purchase arrangement under the Standby Purchaser Investment Agreement for a purchase price of $10,033,296. The Standby Purchaser purchased the Standby Purchaser Shares at the subscription price of $6.00 per share. In connection with the Investment Agreement, the Standby Purchaser was granted a minimum $10,000,000 investment, exclusive of their basic subscription rights.
In addition, the Company issued 836,841 shares (the “Third Avenue Shares” and together with the Standby Purchaser Shares, the “Shares”) of Common Stock to Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (“Third Avenue”), pursuant to the previously disclosed Investment Agreement, dated as of September 11, 2015, between the Company and Third Avenue (the “Third Avenue Investment Agreement, and together with the Standby Purchaser Investment Agreement, the “Investment Agreements”) pursuant to the exercise of its basic subscription privilege in the Rights Offering. Third Avenue purchased the Third Avenue Shares for a subscription price of $6.00 per share, resulting in gross proceeds to the Company of $5,021,046.
The sale of the Shares was made in reliance on the exemption from registration of Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01 Other Events
On December 8, 2015, the Company consummated its previously announced Rights Offering and the transactions contemplated by the Investment Agreements. The consummation of the Rights Offering and the transactions contemplated by the Investment Agreements resulted in the issuance of 5,000,000 shares of Common Stock by the Company and gross proceeds to the Company of $30,000,000.
A copy of the Company's press release announcing the final results of the Rights Offering is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description |
| 99.1 | Press release dated December 8, 2015 |
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: December 8, 2015 | /s/ Steven Kahn |
| Steven Kahn | |
| Chief Financial Officer |
Exhibit 99.1
Trinity Place Holdings Inc. Announces Final Results of Rights Offering
NEW YORK, December 8, 2015 - Trinity Place Holdings Inc. (the “Company”) (OTC: TPHS) announced today the final results of its previously announced backstopped rights offering for 5,000,000 shares of common stock at a subscription price of $6.00 per share. An aggregate of 3,327,784 shares are being issued pursuant to the rights offering at an aggregate purchase price of $19,966,704, including shares to be issued to MFP Partners, L.P. (“MFP”) and Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund pursuant to the exercise of their respective basic subscription privileges, and an additional 1,672,216 shares are being issued to MFP pursuant to its standby purchase arrangement under its Investment Agreement with the Company, for a purchase price of $10,033,296. In connection with the Investment Agreement, the Standby Purchaser was granted a minimum $10,000,000 investment, exclusive of their basic subscription rights. Subsequent to the offering, MFP holds an 11.6% interest in the Company. The Company received gross proceeds of $30,000,000 from the rights offering and under the investment agreement. A total of 25,240,878 shares of common stock will be issued and outstanding once all new shares have been delivered.
“We are excited with the success of our rights offering and the broad range of investors who participated, inclusive of individual and institutional investors, and are pleased that we were able to accommodate all oversubscription requests.” Matt Messinger, chief executive officer, continued, “the proceeds from the offering will provide liquidity for working capital as we continue to strengthen our balance sheet and pursue investment opportunities both within and outside the existing portfolio. We thank MFP Partners, L.P. for their support in backstopping this offering as well as all our other shareholders who participated.”
The rights offering was made pursuant to a Registration Statement on Form S-3 that was filed with the Securities and Exchange Commission and became effective on November 4, 2015. For questions about the rights offering, contact D.F. King & Co., Inc., the information agent for the rights offering, at (866) 796-7180.
About Trinity Place Holdings Inc.
Trinity Place Holdings Inc., together with its wholly owned subsidiaries, 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 28-42 Trinity Place in Lower Manhattan, referred to as the Trinity Place Property, and one of Lower Manhattan’s premier development sites. The Company also owns a shopping center located in West Palm Beach, Florida and retail boxes in Westbury, New York and Paramus, New Jersey. The Company’s intellectual property includes rights related to the Filene's Basement trademarks. In addition, the Company also has approximately $213.0 million of Federal net operating losses. The Company is currently traded OTC under the symbol TPHS. Its current assets are the legacy of certain 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.
Forward Looking Statements
This release includes “forward-looking statements” which can be identified by the fact that they do not relate strictly to historical or current facts. These statements contain words such as “may,” “will,” “expect,” or the negative or other variations thereof or comparable terminology. These forward-looking statements are based on current expectations and projections about future events. Investors are cautioned that forward-looking statements 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. Such risks and uncertainties include, but are not limited to, risks related to the Company’s limited operating history; the Company’s ability to execute its business plan; risks associated with investments in owned and leased real estate generally; unanticipated difficulties which may arise with respect to the Company and the other factors described from time to time in the Company's reports filed with the Securities and Exchange Commission. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company disclaims any obligation to update the forward-looking statements.
Contacts
Trinity Place Holdings Inc.
Linda Flynn, 212-235-2191
Linda.Flynn@tphs.com