M&A - Trinity Place Holdings Inc.

Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925009671

Filing Summary: On February 5, 2025, Trinity Place Holdings Inc. entered into a Stock Purchase Agreement with TPHS Lender LLC and Steel IP Investments, LLC, whereby Steel IP Investments will acquire 25,862,245 shares of common stock of Trinity Place for a total of $2,586,200. The agreement aims to achieve operational synergies through the services of Steel Partners, an affiliate of Steel IP. The agreement includes various clauses such as conditions for closing, which involve the assumption of certain guarantees and receipt of waivers from service providers. It may be terminated if the closing does not happen within 30 days, barring breaches by the terminating party. Additionally, a Purchaser Stockholders’ Agreement was established that adjusts board composition and outlines future actions, including efforts for deregistration under the Securities Exchange Act. The document also details the resignation of certain board members upon closing.