Item 1.01 Entry into a Material Definitive Agreement.
On April 21, 2023, Trinity Place Holdings Inc. (the "Company") entered into a
sixth amendment (the "CCF Amendment") to the Credit Agreement, dated as of
December 19, 2019 (as amended, supplemented or otherwise modified from time to
time prior to the date hereof, the "CCF"), by and between the Company, as
borrower, certain subsidiaries of the Company as guarantors, TPHS Lender LLC, as
initial lender (the "CCF Lender") and as administrative agent, which, among
other things, provides that cash interest otherwise due and accruing at the cash
pay interest rate will instead be payable in kind for the period (the
"Restricted Period") through August 31, 2023, provided that if the Company has
an executed commitment for a financing, sale transaction or other strategic
transaction which results in the repayment in full of the obligations under the
CCF (a "Strategic Transaction") that is contemplated to be consummated after the
completion of customary agreed closing conditions, this deadline will be further
extended (x) automatically for 30 days, so long as the Strategic Transaction is
consummated in accordance with the executed agreement and (y) upon the approval
of the CCF Lender, not to be unreasonably withheld, for an additional 30 days;
that the obligation of the Company to prepay the outstanding principal balance
of the loan (the "Loan") made pursuant to the CCF in the amount of $7.0 million
is deferred from May 1, 2023 to the end of the Restricted Period; that the
Company shall either enter into a Strategic Transaction or cause an equity
contribution of at least $5 million to be made to it, which will be used to
partially prepay the Loan, in each case on or prior to the end of the Restricted
Period; requires the Company to provide certain additional periodic financial
reporting, and that the ability of the Company to make certain previously
permitted investments and other payments is suspended until the end of the
Restricted Period.
In addition, under the CCF Amendment, so long as the advances remain outstanding
and the CCF Lender is owed or holds greater than 50% of the sum of the aggregate
principal amount of advances outstanding and the aggregate unused commitments,
the CCF Lender is granted the right to appoint an independent director to the
Company's Board of Directors (the "Independent Director Designee"), in addition
to its existing right to appoint a director or Board observer. At the election
of the CCF Lender, a Board observer may be selected in lieu of the Independent
Director Designee. The Independent Director Designee may sit on up to three
Board committees and will be automatically included on any Board committee
relating to a Strategic Transaction.
The foregoing description of the CCF Amendment is qualified in its entirety by
reference to that agreement, a copy of which will be attached as an exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2023, which the Company intends to file no later than May 2023.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of the Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the terms and conditions of the CCF as described in Item 1.01
of this Current Report on Form 8-K, the CCF Lender appointed Patrick J. Bartels,
Jr. as its Independent Director Designee, and on April 27, 2023, upon the
recommendation of the Nominating and Corporate Governance Committee, the Board
of Directors increased the size of the Board of Directors from six to seven and
elected Mr. Bartels as a director to fill the vacancy created by the increase in
the size of the Board of Directors. Mr. Bartels was appointed as a member of the
Compensation Committee, Audit Committee and Transaction Committee of the
Company's Board of Directors.
Item 8.01 Other Events.
On April 27, 2023, a wholly-owned subsidiary (the "LOC Borrower") of the Company
and owner of the Paramus, New Jersey property, entered into an amendment to the
credit agreement (the "Secured Line of Credit"), dated as of February 21, 2017,
between the LOC Borrower and Webster Bank (formerly Sterling National Bank),
which is secured by the Paramus, New Jersey property and guaranteed by the
Company, pursuant to which the maturity date of the Secured Line of Credit was
extended to March 22, 2024 and the interest rate was reduced to 2.5% during the
period from April 2023 to the new maturity date.
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