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): October 15, 2021 (
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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).
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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 1.01. Entry into a Material Definitive Agreement.
Forbearance Agreements
As previously reported in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on August 11, 2021 (the “10-Q”), on August 5 and August 10, 2021, with effect as of June 30, 2021, Trinity Place Holdings Inc. (the “Company”) entered into forbearance agreements (together, the “Forbearance Agreements”) with the lender and administrative agent under the Company’s 77 Greenwich construction facility (the “77 Greenwich Lender”) and the lender under the Company’s mezzanine loan (the “Mezzanine Loan Lender” and together with the 77 Greenwich Lender, the “Lenders”) and the subsidiaries of the Company that are borrowers under such loans, pursuant to which the Lenders agreed to forbear from exercising their rights and remedies with respect to the Senior Loan Defaults and the Mezzanine Loan Defaults, respectively, each as defined in the 10-Q. In addition the lender and administrative agent under the Company’s corporate credit facility (the “CCF Lender”) agreed that no event of default under the corporate credit facility was deemed to have occurred as a result of the Mezzanine Loan Defaults.
The Forbearance Agreements terminated automatically in accordance with their terms on October 1, 2021. On October 8, 2021, the Company entered into new forbearance agreements with the 77 Greenwich Lender, the Mezzanine Loan Lender and the CCF Lender, with effect as of October 1, 2021, which are substantially similar to the Forbearance Agreements, reflect certain additional events of default that occurred after the date of the Forbearance Agreements, and extended the forbearance period through October 29, 2021 (the “New Forbearance Agreements”).
The foregoing description of the New Forbearance Agreements is not complete and is qualified in its entirety by reference to the full text of the New Forbearance Agreements, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events.
On October 7, 2021, the Company entered into a loan agreement with its partner in the 50-50 joint venture owning The Berkley, a high end residential apartment building in Williamsburg, Brooklyn, pursuant to which the partner will lend the Company up to $10,500,000 in principal amount, $500,000 of which proceeds are available only to be applied to interest payments, secured by the Company’s interest in the joint venture entity, maturing in one year, with two additional 12-month extension options subject to satisfaction of certain conditions. The loan bears interest at a rate of 10% per year, with a portion deferred until maturity. The proceeds of the loan are planned to be part of the sources and uses for the refinancing of the 77 Greenwich construction loan with a new inventory loan.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description |
| 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: October 15, 2021 | /s/ Steven Kahn |
| Steven Kahn | |
| Chief Financial Officer |