Trinity Place Holdings Inc
For the period ended Dec 31, 2023. Filed Mar 29, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 29, 2024
TPHS$0.03-2.0%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)Financial Statements filed as part of this Annual Report on Form 10-K:
| Report of Independent Registered Public Accounting Firm (BDO USA, P.C., New York, New York, PCAOB ID #243) | F-1 | |
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| | Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022 | F-3 |
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| | Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 | F-4 |
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| | Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 | F-5 |
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| | Consolidated Statements of Cash Flows for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 | F-6 |
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| | Notes to Consolidated Financial Statements | F-7 |
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| | Schedule III – Consolidated Real Estate and Accumulated Depreciation | F-30 |
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| | Schedules other than those listed are omitted as they are not applicable or the required information has been included in the financial statements or notes thereto. | |
(a)(3)Exhibits
| 2.1 | Modified Second Amended Joint Chapter 11 Plan of Reorganization of Syms Corp. and its Subsidiaries (incorporated by reference to Exhibit 99.1 of the Form 8-K filed with the SEC on September 6, 2012) |
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| 2.2 | Agreement and Plan of Merger by and between Syms Corp. and Trinity Place Holdings Inc. dated September 14, 2012 (incorporated by reference to Exhibit 2.1 of the Form 8-K12G3 filed with the SEC on September 19, 2012) |
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| 3.1 | Amended and Restated Certificate of Incorporation of Trinity Place Holdings Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on February 13, 2015) |
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| 3.2 | Bylaws of Trinity Place Holdings Inc. (incorporated by reference to Exhibit 3.2 of the Form 8-K filed with the SEC on September 19, 2012) |
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| 4.1 | Form of Trinity Place Holdings Inc. Common Stock Certificate (incorporated by reference to Exhibit 4.3 of the Registration Statement on Form S-3 filed with the SEC on September 15, 2015) |
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| 4.2 | Description of Trinity Place Holdings Inc. Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 of the Form 10-K filed with the SEC on March 13, 2020) |
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| 10.1 | Motion for an Order (i) Authorizing the Reorganized Debtors to Enter into Secured Debt Financing and Effectuate the Transactions Contemplated Therein; (ii) Authorizing the Reorganized Debtors to Sell Syms Owned Real Estate; and (iii) Granting Related Relief (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on December 31, 2014) |
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| 10.2 | Stock Purchase Agreement, dated as of January 5, 2024, by and between Trinity Place Holdings Inc., TPHS Lender LLC and TPHS Investor LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on January 10, 2024)¥ |
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| 10.3 | Amendment to Stock Purchase Agreement, dated as of January 30, 2024, by and between Trinity Place Holdings Inc., TPHS Lender LLC and TPHS Investor LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on February 5, 2024)¥ |
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| 10.4 | Amended and Restated Limited Liability Company Operating Agreement of TPHGreenwich Holdings LLC, dated as of February 14, 2024, by and between TPHS Investor LLC and Trinity Place Holdings Inc.. ¥** |
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| 10.5 | Asset Management Agreement, dated as of February 14, 2024, between TPH Asset Manager LLC and TPHGreenwich Holdings LLC. ¥** |
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| 10.6 | Amended and Restated Credit Agreement, dated as of February 14, 2024, among TPHGreenwich Holdings LLC, as Borrower, certain subsidiaries of the borrower from time to time party thereto, as Guarantors, the initial lenders named therein, as Initial Lenders, and Mount Street US (Georgia) LLP, as administrative agent.** |
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| 10.7 | Amended and Restated Mezzanine Loan Agreement, dated as of October 22, 2021 by and among TPHGreenwich Subordinate Mezz LLC, as borrower, TPHGreenwich Mezz LLC, as additional pledger, TPHS Lender II LLC, as lender and TPHS Lender II LLC, as administrative agent (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed with the SEC on October 25, 2021). |
| 10.8 | First Amendment to Amended and Restated Mezzanine Agreement and Loan Documents, dated as of November 30, 2022, by and among TPHS Lender II LLC, as lender and TPHS Lender II LLC, as administrative agent, TPHGreenwich Subordinate Mezz LLC, as borrower, TPHGreenwich Mezz LLC, as additional pledger and Trinity Place Holdings Inc., as guarantor (incorporated by reference to Exhibit 10.23 of the Annual Report on Form 10-K filed with the SEC on March 31, 2023). |
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| 10.9 | Second Amendment to Amended and Restated Mezzanine Loan Agreement and Loan Documents, dated as of February 14, 2024, by and among TPHS Lender II LLC, as lender and TPHS Lender II LLC, as administrative agent, TPHGreenwich Subordinate Mezz LLC, as borrower and Trinity Place Holdings Inc., as released Trinity guarantor. ¥** |
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| 10.10 | Master Loan Agreement, dated as of October 22, 2021 by and between TPHGreenwich Owner LLC, as borrower, and Macquarie PF Inc., as lender and administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on October 25, 2021). |
| 10.11 | First Amendment to Master Loan Agreement and Loan Documents, dated as of November 30, 2022, by and among Macquarie PF Inc., as lender, TPHGreenwich Owner LLC, as borrower, and Trinity Place Holdings Inc., as guarantor (incorporated by reference to Exhibit 10.27 of the Annual Report on Form 10-K filed with the SEC on March 31, 2023). |
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| 10.12 | Second Amendment to Master Loan Agreement and Loan Documents, dated as of May 22, 2023, by and among Macquarie PF Inc., as lender, TPHGreenwich Owner LLC, as borrower, and Trinity Place Holdings Inc., as guarantor.** |
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| 10.13 | Third Amendment to Master Loan Agreement and Loan Documents, dated as of February 14, 2024, by and among MPF Greenwich Lender LLC, as lender, TPHGreenwich Owner LLC, as borrower, Trinity Place Holdings Inc., and certain additional parties thereto, as guarantors. ¥** |
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| 10.14 | Stock Purchase Agreement, dated as of October 1, 2013, between Trinity Place Holdings Inc. and Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on October 2, 2013) |
| 10.15 | Investment Agreement, by and among MFP Partners, L.P. and Trinity Place Holdings Inc., dated as of September 11, 2015 (including the form of Registration Rights Agreement) (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on September 15, 2015) |
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| 10.16 | Investment Agreement, by and among Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund and Trinity Place Holdings Inc., dated as of September 11, 2015 (including the form of Registration Rights Agreement) (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the SEC on September 15, 2015) |
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| 10.17 | Private Placement Agreement, by and among Trinity Place Holdings Inc. and the investors identified on Schedule A therein, dated as of February 14, 2017 (including the form of Registration Rights Agreement) (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on February 21, 2017) |
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| 10.18 | Registration Rights Agreement, dated as of December 19, 2019, by and between Trinity Place Holdings Inc. and the investors set forth on Schedule A thereof (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the SEC on December 20, 2019) |
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| 10.19 | Private Placement Agreement, by and among Trinity Place Holdings Inc. and the investors identified on Schedule A therein, dated as of October 22, 2021 (including the form of Registration Rights Agreement) (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed with the SEC on October 25, 2021) |
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| 10.21 | Warrant Cancellation Agreement, dated as of February 14, 2024, by and between TPHS Lender LLC and Trinity Place Holdings Inc.** |
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| 10.22 | Registration Rights Agreement, dated as of February 14, 2024, by and between Trinity Place Holdings Inc. and the investor identified on Schedule A therein.** |
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| 10.23 | Trinity Place Holdings Inc. 2015 Stock Incentive Plan (as amended, effective April 27, 2023) (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on June 23, 2023)* |
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| 10.24 | Form of Restricted Stock Unit Agreement for employees (incorporated by reference to Exhibit 10.6 of the Form 10-K filed with the SEC on May 30, 2014)* |
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| 10.25 | Employment Agreement, dated as of October 1, 2013, between Trinity Place Holdings Inc. and Matthew Messinger (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the SEC on October 2, 2013)* |
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| 10.26 | Amendment to Employment Agreement, dated as of September 11, 2015, by and between Trinity Place Holdings Inc. and Matthew Messinger (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the SEC on September 15, 2015)* |
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| 10.27 | Trinity Place Holdings Inc. Restricted Stock Unit Agreement, entered into as of January 28, 2016, by and between Matthew Messinger and Trinity Place Holdings Inc. (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on February 1, 2016)* |
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| 10.28 | Letter Agreement, between Trinity Place Holdings Inc. and Steven Kahn, dated September 16, 2015 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on September 22, 2015)* |
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| 10.29 | Letter Agreement, between Trinity Place Holdings Inc. (formerly Syms Corp.) and Richard Pyontek, dated June 24, 2011 (incorporated by reference to Exhibit 10.2 of the Form 10-Q filed with the SEC on May 10, 2016)* |
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| 21.1 | List of Subsidiaries** |
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| 23.1 | Consent of BDO USA, P.C.** |
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| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** |
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| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** |
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| 32.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities and Exchange Act of 1934 and 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*** |
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| 32.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities and Exchange Act of 1934 and 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*** |
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| 97.1 | Clawback Policy ** |
| 101.10 | The following financial statements from the Trinity Place Holdings Inc. Annual Report on Form 10-K for the year ended December 31, 2023, as formatted in XBRL:** |
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| 101.INS | Inline XBRL Instance Document |
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| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)** |
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*Management contract, compensatory plan or arrangement.
**Filed herewith
***Furnished herewith
| ¥ | Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit in accordance with the rules of the SEC. |
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