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| CIK | 1674356 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Terra Property Trust, Inc. - Corporate Bond/Note
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| September 4, 2025 |
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): September 4, 2025 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commi |
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| September 4, 2025 |
Exhibit 99.1 STRICTLY CONFIDENTIAL TERRA PROPERTY TRUST QUARTERLY INVESTOR CALL – Q2 2025 SEPTEMBER 4, 2025 STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL DISCLAIMER THESE MATERIALS AND ANY PRESENTATION OF WHICH THEY FORM A PART A RE NOT INTENDED AS AN OFFER TO SELL, OR THE SOLICITATION OF AN O FFER TO PURCHASE, ANY SECURITY, THE OFFER AND/OR SALE OF WHICH CAN ONLY BE MADE BY DEFINITIVE OFFERING DOC |
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| August 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40496 Terra Property Trust, In |
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| August 18, 2025 |
Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Amendment”), dated as of May 8, 2025 and effective as of January 1, 2025 (the “Effective Date”), is entered into by Terra Property Trust, Inc., a Maryland corporation (“Company”), and Terra REIT Advisors, LLC, a Delaware limited liability company (the |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: June 30, 2025 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q For the Transition Period |
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| June 23, 2025 |
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): June 18, 2025 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissio |
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| May 22, 2025 |
Exhibit 99.1 STRICTLY CONFIDENTIAL TERRA PROPERTY TRUST QUARTERLY INVESTOR CALL – Q1 2025 MAY 22, 2025 STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL DISCLAIMER THESE MATERIALS AND ANY PRESENTATION OF WHICH THEY FORM A PART A RE NOT INTENDED AS AN OFFER TO SELL, OR THE SOLICITATION OF AN O FFER TO PURCHASE, ANY SECURITY, THE OFFER AND/OR SALE OF WHICH CAN ONLY BE MADE BY DEFINITIVE OFFERING DOC UMENT |
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| May 22, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 22, 2025 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commission |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40496 Terra Property Trust, I |
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| May 9, 2025 |
Exhibit 10.1 SECOND AMENDMENT TO UNCOMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND OTHER TRANSACTION DOCUMENTS THIS SECOND AMENDMENT TO UNCOMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND OTHER TRANSACTION DOCUMENTS (this “Amendment”), dated as of December 17, 2024, is entered into by and among TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company (“Se |
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| May 9, 2025 |
Exhibit 10.2 SEVENTH AMENDMENT TO LOAN DOCUMENTS THIS SEVENTH AMENDMENT TO LOAN DOCUMENTS (this “Agreement”) is entered into as of January 31, 2025, by and between TERRA MORTGAGE PORTFOLIO II, LLC, a Delaware limited liability company (“Borrower”), and TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”), on the one hand, and WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), on |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 27, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 27, 2025 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissi |
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| March 27, 2025 |
Exhibit 99.1 STRICTLY CONFIDENTIAL TERRA PROPERTY TRUST QUARTERLY INVESTOR CALL – Q4 2024 MARCH 27, 2024 STRICTLY CONFIDENTIAL DISCLAIMER THESE MATERIALS AND ANY PRESENTATION OF WHICH THEY FORM A PART ARE NOT INTENDED AS AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITY, THE OFFER AND/OR SALE OF WHICH CAN ONLY BE MADE BY DEFINITIVE OFFERING DOCUMENTATION. ANY OFFER OR SOL |
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| March 14, 2025 |
Terra Property Trust, Inc. Insider Trading Policy. Exhibit 19 Insider Trading Policy For Trading in the Securities of Terra Property Trust, Inc. |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40496 Terra Property Trust, Inc. ( |
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| March 14, 2025 |
Exhibit 21.1 Terra Property Trust, Inc. Subsidiaries Subsidiaries Jurisdiction of formation Terra Driggs, LLC Delaware Terra Harlem Member, LLC Delaware Terra 370 Lex LLC Delaware Terra Income Fund 6, LLC Delaware Terra Mortgage Capital I, LLC Delaware Terra Mortgage Portfolio I, LLC Delaware Terra Lakeside Development, LLC Delaware Terra LOC Portfolio I, LLC Delaware Terra Walnut Development, LLC |
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| February 20, 2025 |
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): February 18, 2025 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commi |
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| February 6, 2025 |
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): February 4, 2025 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commis |
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| November 21, 2024 |
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): November 21, 2024 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commi |
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| November 21, 2024 |
Exhibit 99.1 STRICTLY CONFIDENTIAL TERRA PROPERTY TRUST QUARTERLY INVESTOR CALL – Q3 2024 NOVEMBER 21, 2024 STRICTLY CONFIDENTIAL DISCLAIMER THESE MATERIALS AND ANY PRESENTATION OF WHICH THEY FORM A PART ARE NOT INTENDED AS AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITY, THE OFFER AND/OR SALE OF WHICH CAN ONLY BE MADE BY DEFINITIVE OFFERING DOCUMENTATION. ANY OFFER OR |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40496 Terra Property Trus |
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| August 26, 2024 |
STRICTLY CONFIDENTIAL TERRA PROPERTY TRUST QUARTERLY INVESTOR CALL – Q2 2024 AUGUST 26, 2024 Exhibit 99.1 STRICTLY CONFIDENTIAL TERRA PROPERTY TRUST QUARTERLY INVESTOR CALL – Q2 2024 AUGUST 26, 2024 STRICTLY CONFIDENTIAL DISCLAIMER THESE MATERIALS AND ANY PRESENTATION OF WHICH THEY FORM A PART A RE NOT INTENDED AS AN OFFER TO SELL, OR THE SOLICITATION OF AN O FFER TO PURCHASE, ANY SECURITY, THE OFFER AND/OR SALE OF WHICH CAN ONLY BE MADE BY DEFINITIVE OFFERING DOC UMENTATION. ANY OFFER OR |
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| August 26, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 26, 2024 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commiss |
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| August 9, 2024 |
Exhibit 10.2 SECURITY AGREEMENT (ASSIGNMENT OF DEPOSIT ACCOUNT) (INTEREST RESERVE ACCOUNT) Dated as of June 26, 2024 For value received, TERRA MORTGAGE PORTFOLIO II, LLC, a Delaware limited liability company (“Assignor”), hereby assigns, pledges, and transfers to WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), and to its successors and assigns, all of Assignor’s right, title, and interes |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40496 Terra Property Trust, In |
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| August 9, 2024 |
Exhibit 10.1 SIXTH AMENDMENT TO LOAN DOCUMENTS THIS SIXTH AMENDMENT TO LOAN DOCUMENTS (this “Agreement”) is entered into as of June 26, 2024, by and between TERRA MORTGAGE PORTFOLIO II, LLC, a Delaware limited liability company (“Borrower”), and TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”), on the one hand, and WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), on the ot |
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| July 19, 2024 |
Submission of Matters to a Vote of Security Holders 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): July 16, 2024 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissio |
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| June 28, 2024 |
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): June 26, 2024 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissio |
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| May 21, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 21, 2024 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commission |
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| May 21, 2024 |
Exhibit 99.1 TERRA PROPERTY TRUST QUARTERLY INVESTOR CALL – Q1 2024 MAY 21, 2024 DISCLAIMER THESE MATERIALS AND ANY PRESENTATION OF WHICH THEY FORM A PART ARE NOT INTENDED AS AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITY, THE OFFER AND/OR SALE OF WHICH CAN ONLY BE MADE BY DEFINITIVE OFFERING DOCUMENTATION. ANY OFFER OR SOLICITATION WITH RESPECT TO ANY SECURITIES THAT |
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| May 13, 2024 |
Exhibit 10.4 FIRST AMENDMENT TO UNCOMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND OTHER TRANSACTION DOCUMENTS THIS FIRST AMENDMENT TO UNCOMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND OTHER TRANSACTION DOCUMENTS (this “Amendment”), dated as of March 6, 2024, is entered into by and among TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company (“Seller”) |
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| May 13, 2024 |
Exhibit 10.1 AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Amendment”), dated as of March 11, 2024 and effective as of January 1, 2024 (the “Effective Date”), is entered into by Terra Property Trust, Inc., a Maryland corporation (“Company”), and Terra REIT Advisors, LLC, a Delaware limited liability company (the “Manager”) |
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| May 13, 2024 |
Exhibit 10.3 CONTINUING GUARANTY THIS CONTINUING GUARANTY (“Guaranty”) is made as of March 7, 2024, by TERRA PROPERTY TRUST, INC., a Maryland corporation (the “Guarantor”), whose address is set forth below, in favor of WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), whose address is set forth below. RECITALS A. Guarantor is executing this Guaranty to induce Lender to extend TERRA MORTGAG |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40496 Terra Property Trust, I |
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| May 13, 2024 |
EXHIBIT 10.6 UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York 1285 Avenue of the Americas New York, New York 10019 March 7, 2024 Terra Mortgage Capital III, LLC 205 West 28th Street 12th Floor New York, New York 10001 Re: Uncommitted Master Repurchase Agreement, dated as of November 8, 2021 , as amended by that certain Amendment No. 1 to Uncommitted Maste |
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| May 13, 2024 |
Exhibit 10.2 FIFTH AMENDMENT TO LOAN DOCUMENTS AND WAIVER THIS FIFTH AMENDMENT TO LOAN DOCUMENTS AND WAIVER (this “Agreement”) is entered into as of March 7, 2024, by and between TERRA MORTGAGE PORTFOLIO II, LLC, a Delaware limited liability company (“Borrower”), and TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”), on the one hand, and WESTERN ALLIANCE BANK, an Arizona corporation |
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| May 13, 2024 |
Exhibit 10.5 AMENDMENT NO. 1 TO PRICING LETTER AMENDMENT NO. 1 TO PRICING LETTER, dated as of March 7, 2024 (this “Amendment”), between TERRA MORTGAGE CAPITAL III, LLC, a Delaware limited liability company (“Seller”) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meani |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 15, 2024 |
Exhibit 21.1 Terra Property Trust, Inc. Subsidiaries Subsidiaries Jurisdiction of formation Terra Ocean Ave, LLC New York Terra Ocean Ave, LLC Delaware Terra Driggs, LLC Delaware Terra Harlem Member, LLC Delaware Terra 370 Lex LLC Delaware Terra Income Fund 6, LLC Delaware Terra Mortgage Capital I, LLC Delaware Terra Mortgage Portfolio I, LLC Delaware Terra Lakeside Development, LLC Delaware Terra |
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| March 15, 2024 |
Exhibit 10.14 AMENDMENT NO. 2 TO GUARANTEE AGREEMENT AMENDMENT NO. 2 TO GUARANTEE AGREEMENT, dated as of November 14, 2023 (this “Amendment”), between TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanin |
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| March 15, 2024 |
Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief summary of the material terms of the two classes of securities of Terra Property Trust, Inc. (the “Company,” “we,” “us” or “our”) registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2023: our Clas |
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| March 15, 2024 |
Exhibit 10.11 AMENDMENT NO. 1 TO UNCOMMITTED MASTER REPURCHASE AGREEMENT AMENDMENT NO. 1 TO UNCOMMITTED MASTER REPURCHASE AGREEMENT, dated as of May 24, 2022 (this “Amendment”), between TERRA MORTGAGE CAPITAL III, LLC, a Delaware limited liability company (“Seller”) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“Buyer”). Capitalized terms used but |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40496 Terra Property Trust, Inc. ( |
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| March 15, 2024 |
Exhibit 10.13 AMENDMENT NO. 1 TO GUARANTEE AGREEMENT AMENDMENT NO. 1 TO GUARANTEE AGREEMENT, dated as of March 10, 2022 (this “Amendment”), between TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings |
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| March 13, 2024 |
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): March 7, 2024 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissio |
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| February 29, 2024 |
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): February 27, 2024 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commi |
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| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)* Terra Property Trust, Inc. (Name of Issuer) Class B Common Stock, $0.01 par value per share (Title of Class of Securities) N/A (CUSIP Number) Vikram S. |
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| December 21, 2023 |
TERRA PROPERTY TRUST, INC. December 20, 2023 EXHIBIT 99.1 TERRA PROPERTY TRUST, INC. December 20, 2023 Dear Investor, We are writing you, as an investor in Terra Property Trust, Inc. (“TPT”), to inform you about TPT’s plans regarding potential strategic transactions. Strategic Transactions Potential Liquidity Transactions Shares of TPT’s Class B common stock, par value $0.01 per share (“Class B Common Stock”), are freely transferrable, subje |
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| December 21, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 21, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commi |
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| December 5, 2023 |
Exhibit 3.1 TERRA PROPERTY TRUST, INC. SECOND ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Terra Property Trust, Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all the provisions of the charter of the Corporation currently in effect and as hereinafter amended: ARTICLE |
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| December 5, 2023 |
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): November 30, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commi |
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| November 24, 2023 |
MITT / AG Mortgage Investment Trust Inc / Terra Property Trust, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AG Mortgage Investment Trust, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 001228105 (CUSIP Number) Vikram S. Uppal 205 West 28th Street, 12th Floor New York, New York 10001 (212) 753-5100 (Name, Address an |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40496 Terra Property Trus |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 11, 2023 |
Exhibit 10.1 WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT This WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 30, 2023 (this “Agreement”), among Terra Income Fund 6, LLC, a Delaware limited liability company (formerly Terra Merger Sub, LLC, and successor by merger to Terra Income Fund 6, Inc.) (“Borrower”), the Lenders party hereto and Eagle Point Credit Management LLC, as the |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40496 Terra Property Trust, In |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)* Terra Property Trust, Inc. (Name of Issuer) Class B Common Stock, $0.01 par value per share (Title of Class of Securities) N/A (CUSIP Number) Vikram S. |
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| August 9, 2023 |
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): August 8, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissi |
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| August 9, 2023 |
Exhibit 99.1 Terra Property Trust Issues Statement Regarding Terminated Transaction with Western Asset Mortgage Capital Corporation Terra Property Trust, Inc. (“TPT” or “we”) today issued the below statement regarding its terminated merger agreement with Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”). Vik Uppal, Chairman & CEO of TPT and Mavik Capital Management, L.P., commented: " |
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| August 3, 2023 |
Exhibit 99.1 Terra Property Trust Delivers Enhanced Merger Proposal to Western Asset Mortgage Capital Corporation Asserts New Proposal Delivers Superior Value for the Company’s Stockholders Relative to AG Mortgage Investment Trust’s Unsolicited Offer Highlights Proposal Provides Stockholders with Larger Value on a Total Basis and Cash Basis, Perpetually Lower Management Fees, and Greater Certainty |
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| August 3, 2023 |
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): August 3, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissi |
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| August 3, 2023 |
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): August 3, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissi |
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| August 3, 2023 |
Exhibit 99.1 Terra Property Trust Delivers Enhanced Merger Proposal to Western Asset Mortgage Capital Corporation Asserts New Proposal Delivers Superior Value for the Company’s Stockholders Relative to AG Mortgage Investment Trust’s Unsolicited Offer Highlights Proposal Provides Stockholders with Larger Value on a Total Basis and Cash Basis, Perpetually Lower Management Fees, and Greater Certainty |
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| July 28, 2023 |
WESTERN ASSET MORTGAGE CAPITAL CORPORATION BOARD DETERMINES AG MORTGAGE INVESTMENT TRUST, INC. |
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| July 28, 2023 |
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): July 27, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE |
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| July 25, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and any amendments to it with respect to Common Stock, $0.01 par value per share, of AG Mortgage Investment Trust, Inc. and further agree that this Joint Filing Agree |
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| July 25, 2023 |
MITT / AG Mortgage Investment Trust Inc / Terra Property Trust, Inc. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* AG Mortgage Investment Trust, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 001228105 (CUSIP Number) Vikram S. Uppal 205 West 28th Street, 12th Floor New York, New York 10001 (212) 753-5100 (Name, Address and |
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| July 25, 2023 |
Terra Property Trust Acquires 5.2% Stake in AG Mortgage Investment Trust to Unlock Value Exhibit 99.1 Terra Property Trust Acquires 5.2% Stake in AG Mortgage Investment Trust to Unlock Value NEW YORK, July 25, 2023 – Terra Property Trust, Inc. (“TPT”), a real estate investment trust externally managed by a subsidiary of Mavik Capital Management, LP (“Mavik”), today announced that it has acquired approximately 5.2% of the outstanding shares of common stock of AG Mortgage Investment Tru |
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| July 25, 2023 |
Terra Property Trust Acquires 5.2% Stake in AG Mortgage Investment Trust to Unlock Value Exhibit 99.1 Terra Property Trust Acquires 5.2% Stake in AG Mortgage Investment Trust to Unlock Value NEW YORK, July 25, 2023 – Terra Property Trust, Inc. (“TPT”), a real estate investment trust externally managed by a subsidiary of Mavik Capital Management, LP (“Mavik”), today announced that it has acquired approximately 5.2% of the outstanding shares of common stock of AG Mortgage Investment Tru |
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| July 25, 2023 |
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): July 25, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissio |
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| July 25, 2023 |
Press Release of Terra Property Trust, Inc. dated July 25, 2023. Exhibit 99.2 Terra Property Trust Acquires 5.2% Stake in AG Mortgage Investment Trust to Unlock Value NEW YORK, July 25, 2023 – Terra Property Trust, Inc. (“TPT”), a real estate investment trust externally managed by a subsidiary of Mavik Capital Management, LP (“Mavik”), today announced that it has acquired approximately 5.2% of the outstanding shares of common stock of AG Mortgage Investment Tru |
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| July 25, 2023 |
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): July 25, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissio |
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| July 18, 2023 |
WESTERN ASSET MORTGAGE CAPITAL CORPORATION TO ENGAGE IN DISCUSSIONS WITH AG MORTGAGE INVESTMENT TRUST, INC. |
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| July 18, 2023 |
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): July 18, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE |
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| July 13, 2023 |
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): July 13, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissio |
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| July 13, 2023 |
Exhibit 99.1 TERRA PROPERTY TRUST REAFFIRMS INTENTION TO MERGE WITH WESTERN ASSET MORTGAGE CAPITAL CORPORATION Underscores Compelling Strategic Benefits for WMC Stockholders Clarifies Items Contained in Press Release by AG Mortgage Investment Trust, Inc. New York, NY, July 13, 2023 /PRNewswire/ – Terra Property Trust, Inc. (“TPT”), an externally managed real estate investment trust (“REIT”) that o |
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| July 13, 2023 |
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): July 13, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissio |
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| July 13, 2023 |
Exhibit 99.1 TERRA PROPERTY TRUST REAFFIRMS INTENTION TO MERGE WITH WESTERN ASSET MORTGAGE CAPITAL CORPORATION Underscores Compelling Strategic Benefits for WMC Stockholders Clarifies Items Contained in Press Release by AG Mortgage Investment Trust, Inc. New York, NY, July 13, 2023 /PRNewswire/ – Terra Property Trust, Inc. (“TPT”), an externally managed real estate investment trust (“REIT”) that o |
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| July 3, 2023 |
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): June 27, 2023 TERRA SECURED INCOME FUND 5, LLC (Exact name of registrant as specified in its charter) Delaware 000-55780 90-0967526 (State or other jurisdiction of incorporation) (Com |
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| June 30, 2023 |
tptwmcdefinitivemergerag Terra Property Trust (“TPT”) + Western Asset Mortgage Capital (“WMC”) Definitive Merger Agreement June 28, 2023 Terra Property Trust About this Presentation This presentation relates to a proposed merger (the “Merger”) between Western Asset Mortgage Capital Corporation (“WMC”) and Terra Property Trust, Inc. |
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| June 30, 2023 |
Exhibit 10.2 AMENDMENT TO MANAGEMENT AGREEMENT THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2023, by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Western Asset Management Company, LLC, a California limited liability company (the “Manager”), and solely for purposes of Sections 1(b), 5 and 10 hereof |
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| June 30, 2023 |
Exhibit 99.2 June 27, 2023 Western Asset Mortgage Capital Corporation 385 East Colorado Boulevard Pasadena, California 91101 Ladies and Gentlemen: Terra Capital Partners, LLC, a Delaware limited liability company (“TCP”) and an affiliate of Terra REIT Advisors, LLC, a Delaware limited liability company and the external manager of Terra Property Trust, Inc., a Maryland corporation (“TPT”), is pleas |
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| June 30, 2023 |
TERRA PROPERTY TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE MERGER TO FORM CREDIT-ORIENTED REAL ESTATE INVESTMENT TRUST New York, NY, June 28, 2023 /PRNewswire/ – Terra Property Trust, Inc. |
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| June 30, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among WESTERN ASSET MORTGAGE CAPITAL CORPORATION, MAVERICK MERGER SUB, LLC and TERRA PROPERTY TRUST, INC. Dated as of June 27, 2023 THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG THE PARTIES REFERENCED HEREIN. IT IS NOT INTENDED TO, AND DOES NOT, CREATE A LEGALLY BINDING AGREEMENT or commitment OF ANY TYPE PRIOR TO THE DUE EXECUTION AND DE |
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| June 30, 2023 |
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): June 27, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissio |
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| June 30, 2023 |
Exhibit 10.1 AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of June 27, 2023, is entered into by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Terra Property Trust, Inc., a Maryland corporation (“TPT”), and Terra REIT Advisors, LLC, a Delaware limited liability company (the “Man |
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| June 30, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among WESTERN ASSET MORTGAGE CAPITAL CORPORATION, MAVERICK MERGER SUB, LLC and TERRA PROPERTY TRUST, INC. Dated as of June 27, 2023 THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG THE PARTIES REFERENCED HEREIN. IT IS NOT INTENDED TO, AND DOES NOT, CREATE A LEGALLY BINDING AGREEMENT or commitment OF ANY TYPE PRIOR TO THE DUE EXECUTION AND DE |
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| June 30, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among WESTERN ASSET MORTGAGE CAPITAL CORPORATION, MAVERICK MERGER SUB, LLC and TERRA PROPERTY TRUST, INC. Dated as of June 27, 2023 THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG THE PARTIES REFERENCED HEREIN. IT IS NOT INTENDED TO, AND DOES NOT, CREATE A LEGALLY BINDING AGREEMENT OR COMMITMENT OF ANY TYPE PRIOR TO THE DUE EXECUTION AND DE |
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| June 30, 2023 |
Exhibit 10.1 AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of June 27, 2023, is entered into by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Terra Property Trust, Inc., a Maryland corporation (“TPT”), and Terra REIT Advisors, LLC, a Delaware limited liability company (the “Man |
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| June 30, 2023 |
Exhibit 99.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2023 by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Parent”), Terra Offshore Funds REIT, LLC, a Delaware limited liability company, and Terra JV, LLC, a Delaware limited liability company (together with Terra Offshore Funds REIT, LLC, the “Stockholde |
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| June 30, 2023 |
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): June 27, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE |
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| June 30, 2023 |
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): June 27, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissio |
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| June 30, 2023 |
Exhibit 10.1 AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of June 27, 2023, is entered into by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Terra Property Trust, Inc., a Maryland corporation (“TPT”), and Terra REIT Advisors, LLC, a Delaware limited liability company (the “Man |
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| June 30, 2023 |
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): June 27, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE |
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| June 28, 2023 |
Exhibit 99.1 TERRA PROPERTY TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE MERGER TO FORM CREDIT-ORIENTED REAL ESTATE INVESTMENT TRUST New York, NY, June 28, 2023 /PRNewswire/ – Terra Property Trust, Inc. (“TPT”), an externally managed real estate investment trust (“REIT”) that originates, invests in, and manages loans and assets secured by commercial real estate (“CRE”), and Wester |
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| June 28, 2023 |
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): June 27, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissio |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)* Terra Property Trust, Inc. (Name of Issuer) Class B Common Stock, $0.01 par value per share (Title of Class of Securities) N/A (CUSIP Number) Vikram S. |
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| June 28, 2023 |
Exhibit 99.2 Terra Property Trust (“TPT”) + Western Asset Mortgage Capital (“WMC”) Definitive Merger Agreement June 28, 2023 T er r a P r ope r t y T r ust 2 About this Presentation This presentation relates to a proposed merger (the “Merger”) between Western Asset Mortgage Capital Corporation (“WMC”) and Terra Property Trust, Inc. (“TPT”). Neither TPT, WMC nor any of their respective representati |
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| June 28, 2023 |
Exhibit 99.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2023 by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Parent”), Terra Offshore Funds REIT, LLC, a Delaware limited liability company, and Terra JV, LLC, a Delaware limited liability company (together with Terra Offshore Funds REIT, LLC, the “Stockholde |
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| June 28, 2023 |
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): June 27, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissio |
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| June 28, 2023 |
Exhibit 99.2 Terra Property Trust (“TPT”) + Western Asset Mortgage Capital (“WMC”) Definitive Merger Agreement June 28, 2023 T er r a P r ope r t y T r ust 2 About this Presentation This presentation relates to a proposed merger (the “Merger”) between Western Asset Mortgage Capital Corporation (“WMC”) and Terra Property Trust, Inc. (“TPT”). Neither TPT, WMC nor any of their respective representati |
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| June 28, 2023 |
Exhibit 99.1 TERRA PROPERTY TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE MERGER TO FORM CREDIT-ORIENTED REAL ESTATE INVESTMENT TRUST New York, NY, June 28, 2023 /PRNewswire/ – Terra Property Trust, Inc. (“TPT”), an externally managed real estate investment trust (“REIT”) that originates, invests in, and manages loans and assets secured by commercial real estate (“CRE”), and Wester |
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| June 26, 2023 |
Submission of Matters to a Vote of Security Holders 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): June 22, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commissio |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40496 Terra Property Trust, I |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 81-0963486 (IRS Employer Identification N |
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| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40496 Terra Property Trust, Inc. ( |
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| March 13, 2023 |
Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934. Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief summary of the material terms of the three classes of securities of Terra Property Trust, Inc. (the “Company,” “we,” “us” or “our”) registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of December 31, 2022: our Cla |
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| March 13, 2023 |
EX-21.1 3 tpt2022ex211subsidiaries.htm EX-21.1 Exhibit 21.1 Terra Property Trust, Inc. Subsidiaries Subsidiaries Jurisdiction of formation Terra Ocean Ave, LLC New York Terra Ocean Ave, LLC Delaware Terra Driggs, LLC Delaware Terra Orange Grove Pref, LLC Delaware Terra Harlem Member, LLC Delaware Terra 370 Lex LLC Delaware Terra Mortgage Capital I, LLC Delaware Terra Mortgage Portfolio I, LLC Dela |
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| January 20, 2023 |
As filed with the Securities and Exchange Commission on January 20, 2023 As filed with the Securities and Exchange Commission on January 20, 2023 Registration No. |
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| January 20, 2023 |
TERRA PROPERTY TRUST, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION EX-99.1 2 d452054dex991.htm EX-99.1 Exhibit 99.1 TERRA PROPERTY TRUST, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION This unaudited pro forma consolidated financial information should be read in conjunction with the unaudited consolidated financial statements of Terra Property Trust, Inc. (“TPT”) and Terra Income Fund 6, Inc. (“Terra BDC”) as of and for the nine months ended Septembe |
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| January 20, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) TERRA PROPERTY TRUST, INC. |
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| January 20, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 20, 2023 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commis |
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| November 14, 2022 |
Exhibit 10.3 TERRA INCOME FUND 6, INC. 550 Fifth Avenue, 6th Floor New York, New York 10036 September 27, 2022 Eagle Point Credit Management LLC, as Agent and each Lender signatory hereto 600 Steamboat Road, Suite 202 Greenwich, CT 06830 Ladies and Gentlemen: Reference is made to (i) the Credit Agreement, dated as of April 9, 2021 (including all annexes, exhibits and schedules thereto, the ?Existi |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 1, 2022 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commi |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40496 Terra Property Trust, Inc. (Exact name of registrant |
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| November 7, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 7, 2022 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commis |
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| November 7, 2022 |
Exhibit 99.1 205 West 28th Street, 12th floor New York, NY 10001 As previously disclosed, we are writing to inform you that the merger of Terra Income Fund 6, Inc. (?Terra BDC?) and Terra Property Trust, Inc. (the ?Company?) was approved by special committees of the boards of directors of each entity and a majority Terra BDC stockholder vote at a special stockholders? meeting and the transaction c |
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| October 12, 2022 |
SC 13D/A 1 d409665dsc13da.htm SC 13D/A NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)* Terra Property Trust, Inc. (Name of Issuer) Class B Common Stock, $0.01 par value per share (Title of Clas |
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| October 3, 2022 |
EXHIBIT 10.1 VOTING SUPPORT AGREEMENT This Voting Support Agreement (this ?Agreement?) is made and entered into as of October 1, 2022, among Terra JV, LLC, a Delaware limited liability company (?Terra JV?), Terra Offshore Funds REIT, LLC, a Delaware limited liability company (?Terra Offshore REIT? and, together with Terra JV, the ?Stockholders?), and Terra Property Trust, Inc., a Maryland corporat |
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| October 3, 2022 |
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): September 27, 2022 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Comm |
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| October 3, 2022 |
EXHIBIT 4.4 SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE is made and entered into as of October 1, 2022 (this ?Second Supplemental Indenture?), by and among Terra Income Fund 6, Inc., a Maryland corporation (the ?Company?), Terra Merger Sub, LLC, a Delaware limited liability company (the ?Successor Company?), and U.S. Bank Trust Company, National Association, as successor to U. |
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| October 3, 2022 |
Terra Property Trust, Inc. Announces Closing of Merger with Terra Income Fund 6, Inc. EX-99.1 6 d404297dex991.htm EX-99.1 EXHIBIT 99.1 Terra Property Trust, Inc. Announces Closing of Merger with Terra Income Fund 6, Inc. NEW YORK, October 3, 2022 /PRNewswire/ — Terra Property Trust, Inc. (the “Company”) today announced that on October 1, 2022, it completed the previously announced merger pursuant to the terms of the Agreement and Plan of Merger, dated as of May 2, 2022, by and amon |
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| October 3, 2022 |
EX-10.2 5 d404297dex102.htm EX-10.2 EXHIBIT 10.2 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 1st day of October, 2022, by and between Terra Property Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”). WHEREAS, at the request of the Company, Indemnitee currently serves or will serve as a director or officer o |
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| October 3, 2022 |
EX-3.1 2 d404297dex31.htm EX-3.1 EXHIBIT 3.1 FIRST ARTICLES OF AMENDMENT TO THE ARTICLES OF AMENDMENT AND RESTATEMENT OF TERRA PROPERTY TRUST, INC. Terra Property Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that: FIRST: The Articles of Amendment and Restatement of the Corporation (the “Articl |
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| September 7, 2022 |
YOUR VOTE IS MISSING—PLEASE VOTE TODAY! 425 1 d401471d425.htm 425 Filed by Terra Property Trust, Inc. Commission File No. 333-265836 Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: Terra Income Fund 6, Inc. Commission File No. For Registration Statement on Form S-4 filed by Terra Property Trust, Inc.: 333-265836 This filing relates to the Agreement and Plan of Merger, dated as of May 2, 2022 (as amended, the “Merg |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40496 Terra Property Trust, In |
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| July 25, 2022 |
DATED JULY 25, 2022 PROXY STATEMENT/PROSPECTUS MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT Filed Pursuant to Rule 424(b)(3) Registration Number 333-265836 DATED JULY 25, 2022 PROXY STATEMENT/PROSPECTUS MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT July 25, 2022 To the Stockholders of Terra Income Fund 6, Inc. |
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| July 14, 2022 |
Terra Property Trust, Inc. 550 Fifth Avenue, 6th Floor New York, New York 10036 July 14, 2022 CORRESP 1 filename1.htm Terra Property Trust, Inc. 550 Fifth Avenue, 6th Floor New York, New York 10036 July 14, 2022 VIA EDGAR AND E-MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Nana McLean Re: Terra Property Trust, Inc. (the “Company”) Registration Statement on Form S-4 (File No. 333-265836), as amended (the “Regi |
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| July 13, 2022 |
Form of Proxy solicited by the Board of Directors of Terra Income Fund 6, Inc. Exhibit 99.2 P.O. BOX 8016, CARY, NC 27512-9903 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: INTERNET Go To: www.proxypush.com/Terra Cast your vote online Have your Proxy Card ready Follow the simple instructions to record your vote PHONE Call 1-866-474-9826 Use any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions LIVE AGENT Call 1-844-559-1548 Speak to a live age |
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| July 13, 2022 |
As filed with the Securities and Exchange Commission on July 13, 2022 As filed with the Securities and Exchange Commission on July 13, 2022 Registration No. |
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| June 24, 2022 |
Consent of Adrienne Everett to become a director of the combined company. Exhibit 99.4 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration statement on Form S-4 (the “Registration Statement”) of Terra Property Trust, Inc. (“Terra Property Trust”) the undersigned hereby consents to being named and described as a nominee of the board of directo |
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| June 24, 2022 |
EX-23.7 Exhibit 23.7 Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated March 30, 2022, with respect to the consolidated financial statements of Terra Income Fund 6, Inc. as of December 31, 2021 and 2020 incorporated herein by reference and to the references to our firm under the headings “Experts” in the prospectus. /s/ KPMG LLP New York, NY June 24 |
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| June 24, 2022 |
Powers of Attorney (included on signature pages of this registration statement). Table of Contents As filed with the Securities and Exchange Commission on June 24, 2022 Registration No. |
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| June 24, 2022 |
EXHIBIT 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) TERRA PROPERTY TRUST, INC. |
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| June 24, 2022 |
Consent of Gaurav Misra to become a director of the combined company. Exhibit 99.5 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the registration statement on Form S-4 (the ?Registration Statement?) of Terra Property Trust, Inc. (?Terra Property Trust?) the undersigned hereby consents to being named and described as a nominee of the board of directo |
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| June 24, 2022 |
Consent of Spencer Goldenberg to become a director of the combined company. Exhibit 99.3 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration statement on Form S-4 (the “Registration Statement”) of Terra Property Trust, Inc. (“Terra Property Trust”) the undersigned hereby consents to being named and described as a nominee of the board of directo |
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| June 24, 2022 |
Consent of Robert A. Stanger & Co., Inc. EXHIBIT 99.1 CONSENT OF ROBERT A. STANGER & CO., INC. We hereby consent to the inclusion of our opinion letter, dated May 2, 2022, to the special committee of the board of directors of Terra Income Fund 6, Inc. as Annex C to, and the description and summarization of the opinion letter in, the prospectus and proxy statement which forms a part of the Registration Statement on Form S-4 of Terra Prope |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40496 Terra Property Trust, I |
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| May 5, 2022 |
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): May 2, 2022 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commission |
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| May 5, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AMONG TERRA PROPERTY TRUST, INC., TERRA REIT ADVISORS, LLC only for purposes of Section 5.21(b), TERRA MERGER SUB, LLC, TERRA INCOME FUND 6, INC., AND TERRA INCOME ADVISORS, LLC only for purposes of Section 4.22(b) AND Section 7.3 DATED AS OF MAY 2, 2022 TABLE OF CONTENTS Page Article 1 DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 I |
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| May 5, 2022 |
EX-2.1 2 tm2214498d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AMONG TERRA PROPERTY TRUST, INC., TERRA REIT ADVISORS, LLC only for purposes of Section 5.21(b), TERRA MERGER SUB, LLC, TERRA INCOME FUND 6, INC., AND TERRA INCOME ADVISORS, LLC only for purposes of Section 4.22(b) AND Section 7.3 DATED AS OF MAY 2, 2022 TABLE OF CONTENTS Page Article 1 DEFINITIONS |
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| May 5, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 2, 2022 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commission |
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| May 2, 2022 |
Terra Property Trust, Inc. and Terra Income Fund 6, Inc. Announce Merger Exhibit 99.1 Terra Property Trust, Inc. and Terra Income Fund 6, Inc. Announce Merger NEW YORK, May 2, 2022 /PRNewswire/ - Terra Property Trust, Inc. (?Terra REIT?) and Terra Income Fund 6, Inc. (?Terra BDC?) today jointly announced that they have entered into a definitive merger agreement pursuant to which Terra REIT has agreed to acquire Terra BDC. Under the terms of the merger agreement, each o |
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| May 2, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): May 2, 2022 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commission |
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| May 2, 2022 |
Terra Property Trust, Inc. and Terra Income Fund 6, Inc. Announce Merger EX-99.1 2 tm2214138d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Terra Property Trust, Inc. and Terra Income Fund 6, Inc. Announce Merger NEW YORK, May 2, 2022 /PRNewswire/ - Terra Property Trust, Inc. (“Terra REIT”) and Terra Income Fund 6, Inc. (“Terra BDC”) today jointly announced that they have entered into a definitive merger agreement pursuant to which Terra REIT has agreed to acquire Terra BDC. Un |
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| May 2, 2022 |
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): May 2, 2022 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-40496 81-0963486 (State or other jurisdiction of incorporation) (Commission |
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| March 11, 2022 |
EX-10.10 3 tmpiiexecuted1stamendmente.htm EX-10.10 Exhibit 10.10 FIRST AMENDMENT TO LOAN DOCUMENTS THIS FIRST AMENDMENT TO LOAN DOCUMENTS (this “Agreement”) is entered into as of June 9, 2021, by and between TERRA MORTGAGE PORTFOLIO II, LLC, a Delaware limited liability company (“Borrower”), TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”), on the one hand, and WESTERN ALLIANCE BAN |
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| March 11, 2022 |
Exhibit 21.1 Terra Property Trust, Inc. Subsidiaries Subsidiaries Jurisdiction of formation Terra Ocean Ave, LLC New York Terra Ocean Ave, LLC Delaware Terra Renton, LLC Delaware Terra Driggs, LLC Delaware Terra Orange Grove Pref, LLC Delaware Terra Harlem Member, LLC Delaware Terra City Gardens Pref, LLC Delaware Terra 370 Lex LLC Delaware Terra University Flats Pref, LLC Delaware Terra Campus Pa |
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| March 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40496 Terra Property Trust, Inc. ( |
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| March 11, 2022 |
EX-4.1 2 tpt-ex41descriptionofsecur.htm EX-4.1 Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief summary of the material terms of the securities of Terra Property Trust, Inc. (the “Company,” “we,” “us” and “our”) registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
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| March 11, 2022 |
EX-10.15 8 gsmavik-guaranteeagreement.htm EX-10.15 Exhibit 10.15 GUARANTEE AGREEMENT THIS GUARANTEE AGREEMENT, dated as of February 18, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”), in favor of GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”). |
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| March 11, 2022 |
Exhibit 10.14 UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT Between TERRA MORTGAGE CAPITAL I, LLC, as Seller, and GOLDMAN SACHS BANK USA, as Buyer Dated: February 18, 2022 TABLE OF CONTENTS Page ARTICLE 1. APPLICABILITY 1 ARTICLE 2. DEFINITIONS 1 ARTICLE 3. INITIATION; CONFIRMATION; TERMINATION; FEES 26 ARTICLE 4. MARGIN MAINTENANCE 35 ARTICLE 5. INCOME PAYMENTS AND PRINCIPAL PAY |
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| March 11, 2022 |
EX-10.13 6 tmpiiexecuted2ndamendmente.htm EX-10.13 Exhibit 10.12 SECOND AMENDMENT TO LOAN DOCUMENTS THIS SECOND AMENDMENT TO LOAN DOCUMENTS (this “Agreement”) is entered into as of January 4, 2022, by and between TERRA MORTGAGE PORTFOLIO II, LLC, a Delaware limited liability company (“Borrower”), TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”), on the one hand, and WESTERN ALLIANC |
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| March 11, 2022 |
EX-10.12 5 ubs-terraxguaranteeagreeme.htm EX-10.12 Exhibit 10.12 GUARANTEE AGREEMENT GUARANTEE AGREEMENT, dated as of November 8, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by TERRA PROPERTY TRUST, INC. (“Guarantor”), in favor of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“Buyer”). REC |
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| March 11, 2022 |
Exhibit 10.11 UNCOMMITTED MASTER REPURCHASE AGREEMENT between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, as Buyer and TERRA MORTGAGE CAPITAL III, LLC, as Seller Dated as of November 8, 2021 TABLE OF CONTENTS Page SECTION 1. Applicability 1 SECTION 2. Definitions 1 SECTION 3. Initiation; Termination 31 SECTION 4. Margin Amount Maintenance 39 SECTION |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56117 Terra Property Trus |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56117 Terra Property Trust, In |
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| June 29, 2021 |
8-K 1 tm2120954-18k.htm FORM 8-K 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): June 29, 2021 (June 29, 2021) TERRA PROPERTY TRUST, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other jurisdiction |
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| June 15, 2021 |
8-K 1 tm2119790d18k.htm FORM 8-K 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): June 15, 2021 (June 10, 2021) TERRA PROPERTY TRUST, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other jurisdiction |
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| June 14, 2021 |
Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE between TERRA PROPERTY TRUST, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of June 10, 2021 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 10, 2021, is between Terra Property Trust, Inc., a Maryland corporation (the “Company”), and U.S. Bank National Association, as trus |
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| June 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TERRA PROPERTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 81-0963486 (I.R.S. Employer Identification No.) 550 Fifth |
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| June 14, 2021 |
Exhibit 4.1 TERRA PROPERTY TRUST, INC. Issuer and U.S. BANK NATIONAL ASSOCIATION Trustee Indenture Dated as of June 10, 2021 Providing for the Issuance of Debt Securities TERRA PROPERTY TRUST, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of June 10, 2021 Trust Indenture Act Section Indenture Section § 310 (a)(1) 607 (a)(2) 607 (b) 609 § 312 (c) 701 § 314 |
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| June 4, 2021 |
TERRA PROPERTY TRUST, INC. $78,500,000 ????6.00% Notes due 2026 424B1 1 tm2112955-11424b1.htm 424B1 TABLE OF CONTENTS Filed pursuant to Rule 424(b)(1) Registration No. 333-255321 PROSPECTUS TERRA PROPERTY TRUST, INC. $78,500,000 6.00% Notes due 2026 Terra Property Trust, Inc. is a real estate credit focused company that originates, structures, funds and manages commercial real estate credit investments, including mezzanine loans, first mortgage loans, su |
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| June 4, 2021 |
EX-1.1 2 tm2118395d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 $78,500,000 Terra Property Trust, Inc. 6.00% Notes due 2026 UNDERWRITING AGREEMENT June 2, 2021 Ladenburg Thalmann & Co. Inc. As Representative of the several Underwriters named in Schedule I 640 Fifth Avenue, 4th floor New York, NY 10019 Ladies and Gentlemen: Terra Property Trust, Inc., a corporation incorporated under the laws of Maryland (th |
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| June 4, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 4, 2021 (June 2, 2021) TERRA PROPERTY TRUST, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other jurisdiction of incorporation) 000-56117 (Commis |
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| June 3, 2021 |
Terra Property Trust, Inc. 6.00% Notes Due 2026 Pricing Term Sheet June 2, 2021 Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated June 2, 2021 Relating to Preliminary Prospectus dated June 1, 2021 Registration No. |
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| June 2, 2021 |
Preliminary Prospectus, dated June 1, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 1, 2021 Registration No. |
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| June 2, 2021 |
As filed with the Securities and Exchange Commission on June 2, 2021 S-11MEF 1 tm2118317d1s11mef.htm S-11MEF As filed with the Securities and Exchange Commission on June 2, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-11 REGISTRATION STATEMENT FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES Terra Property Trust, Inc. (Exact name of registrant as specified i |
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| May 28, 2021 |
As filed with the Securities and Exchange Commission on May 28, 2021 S-11/A 1 tm2112955-6s11a.htm S-11/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 28, 2021 Registration No. 333-255321 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-11 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES Terra Property Trust, Inc. (Exact Name of Registran |
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| May 28, 2021 |
May 28, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 Re: Terra Property Trust, Inc. Request for Acceleration of Effectiveness File No. 333-255321 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Terra Property Trust, Inc. (the ?Company?) hereby requests that the Securities and Exch |
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| May 28, 2021 |
Ladenburg Thalmann & Co. Inc. 640 5th Avenue, 4th Floor New York, New York 10019 Ladenburg Thalmann & Co. Inc. 640 5th Avenue, 4th Floor New York, New York 10019 May 28, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F St., NE Washington, D.C. 20549 Re: Terra Property Trust, Inc. Registration Statement on Form S-11 File No.: 333-255321 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securitie |
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| May 18, 2021 |
As filed with the Securities and Exchange Commission on May 18, 2021 S-11/A 1 tm2112955-4s11a.htm S-11/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 18, 2021 Registration No. 333-255321 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-11 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES Terra Property Trust, Inc. (Exact Name of Registran |
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| May 18, 2021 |
One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309-3424 Fax: 404-253-8447 CORRESP 1 filename1.htm One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309-3424 404-881-7000 Fax: 404-253-8447 www.alston.com Rosemarie A. Thurston Direct Dial: 404-881-4417 Email: [email protected] May 18, 2021 VIA EDGAR AND OVERNIGHT DELIVERY Mr. Christopher Dunham Staff Attorney Mr. Jeffrey Lewis Staff Accountant U.S. Securities and Exchange Commission 100 F Street, NE |
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| May 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56117 Terra Property Trust, I |
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| April 16, 2021 |
EX-3.4 3 tm2112955d1ex3-4.htm EX-3.4 Exhibit 3.4 TERRA PROPERTY TRUST, INC. Issuer and U.S. BANK NATIONAL ASSOCIATION Trustee Indenture Dated as of [ ], 2021 Providing for the Issuance of Debt Securities TERRA PROPERTY TRUST, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [ ], 2021 Trust Indenture Act Section Indenture Section § 310 (a)(1) 607 (a)(2) 607 |
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| April 16, 2021 |
Statement of Eligibility of Trustee on Form T-1. EX-25.1 7 tm2112955d1ex25-1.htm EX-25.1 Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its cha |
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| April 16, 2021 |
Form of Global Note (included in Exhibit 3.5). EX-3.5 4 tm2112955d1ex3-5.htm EX-3.5 Exhibit 3.5 FIRST SUPPLEMENTAL INDENTURE between TERRA PROPERTY TRUST, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of [ ], 2021 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of [ ], 2021, is between Terra Property Trust, Inc., a Maryland corporation (the “Company”), and U.S. Bank |
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| April 16, 2021 |
Power of Attorney (included on the signature page to this Registration Statement). S-11 1 tm2112955-2s11.htm S-11 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 16 , 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-11 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES Terra Property Trust, Inc. (Exact Name of Registrant as Specified in Gov |
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| April 16, 2021 |
EX-21.1 6 tm2112955d1ex21-1.htm EX-21.1 Exhibit 21.1 Terra Property Trust, Inc. Subsidiaries Subsidiaries Jurisdiction of formation Terra Renton, LLC Delaware Terra Driggs, LLC Delaware Terra Orange Grove Pref, LLC Delaware Terra Harlem Member, LLC Delaware Terra City Gardens Pref, LLC Delaware Terra 370 Lex LLC Delaware Terra Mortgage Capital I, LLC Delaware Terra Mortgage Portfolio I, LLC Delawa |
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| April 16, 2021 |
Form of Underwriting Agreement. EX-1.1 2 tm2112955d3ex1-1.htm EX 1.1 Exhibit 1.1 $[•] Terra Property Trust, Inc. [•]% Notes due 20[•] UNDERWRITING AGREEMENT [•], 2021 Ladenburg Thalmann & Co. Inc. As Representative of the several Underwriters named in Schedule I 640 Fifth Avenue, 4th floor New York, NY 10019 Ladies and Gentlemen: Terra Property Trust, Inc., a corporation incorporated under the laws of Maryland (the “Company”), c |
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| April 7, 2021 |
8-K 1 tm2112243d18k.htm FORM 8-K 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): April 7, 2021 (April 1, 2021) TERRA PROPERTY TRUST, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other jurisdiction |
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| March 19, 2021 |
EX-10.8 2 tmplldraftblsa031221final.htm EX-10.8 Exhibit 10.8 BUSINESS LOAN AND SECURITY AGREEMENT (REVOLVING LINE OF CREDIT) This Business Loan and Security Agreement (Revolving Line of Credit) (this “Agreement”) is made as of March 12, 2021, by and between TERRA MORTGAGE PORTFOLIO II, LLC, a Delaware limited liability company (the “Borrower”), on the one hand, and WESTERN ALLIANCE BANK, an Arizon |
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| March 19, 2021 |
Guarantor, for the benefit of Western Alliance Bank (incorporated by reference to Exhibit 10.9 EX-10.9 4 tptincdraftlimitedguaranty.htm EX-10.9 Exhibit 10.9 LIMITED GUARANTY THIS LIMITED GUARANTY (“Guaranty”) is made as of March 12, 2021, by TERRA PROPERTY TRUST, INC., a Maryland corporation (the “Guarantor”), whose address is set forth below, in favor of WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), whose address is set forth below. RECITALS A.Guarantor is executing this Guaran |
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| March 19, 2021 |
EX-21.1 5 exhibit211subsidiaries.htm EX-21.1 Exhibit 21.1 Terra Property Trust, Inc. Subsidiaries Subsidiaries Jurisdiction of formation Terra Ocean Ave, LLC New York Terra Ocean Ave, LLC Delaware Terra Renton, LLC Delaware Terra Driggs, LLC Delaware Terra Orange Grove Pref, LLC Delaware Terra Harlem Member, LLC Delaware Terra City Gardens Pref, LLC Delaware Terra 370 Lex LLC Delaware Terra Univer |
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| March 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56117 Terra Property Trust, Inc. ( |
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| November 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56117 Terra Property Trus |
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| September 17, 2020 |
Exhibit 10.2 EXECUTION VERSION GUARANTY GUARANTY, dated as of September 3, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), made by TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”), for the benefit of GOLDMAN SACHS BANK USA, a New York State member bank (“Class A Lender”). W I T N E S S E T H : WHEREAS, Class A Lender, Terra Mortga |
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| September 17, 2020 |
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): September 17, 2020 (September 3, 2020) TERRA PROPERTY TRUST, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other jurisdiction of incorporation) 000-56 |
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| September 17, 2020 |
Exhibit 10.1 EXECUTION VERSION TERRA MORTGAGE CAPITAL I, LLC as Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, Custodian, Collateral Agent, Loan Agent and Note Administrator, and GOLDMAN SACHS BANK USA, as initial Class A Lender INDENTURE AND CREDIT AGREEMENT Dated as of September 3, 2020 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1. Definitions 29 Section 1.2. Interest |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56117 Terra Property Trust, In |
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| May 15, 2020 |
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): May 15, 2020 TERRA PROPERTY TRUST, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other jurisdiction of incorporation) 000-56117 (Commission File Numbe |
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| May 15, 2020 |
10-Q 1 tpt3312010-q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2020 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000- |
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| May 15, 2020 |
Exhibit 10.3 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of March 2, 2020 (the “Effective Date”), by and among Terra Property Trust, Inc., a Maryland corporation (the “Company”), Terra International Fund 3 REIT, LLC, a Delaware limited liability company (the “Contributor”) and Terra Income Fund International, a Cayman exempted company (the “Fund”). WHEREAS, the |
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| May 15, 2020 |
Exhibit 10.2 STOCKHOLDER RIGHTS AGREEMENT THIS STOCKHOLDER RIGHTS AGREEMENT (this "Agreement"), dated as of March 2, 2020, is made among TERRA JV, LLC, a Delaware limited liability company (the "Parent"), and TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT"). RECITALS WHEREAS, as of the date hereof, the Parent directly owns 86.5% of the Common Stock, par value $0.01 per share, of the |
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| May 15, 2020 |
Exhibit 10.4 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of March 2, 2020 (the “Effective Date”), by and among Terra Property Trust, Inc., a Maryland corporation (the “Company”), Terra International Fund 3 REIT, LLC, a Delaware limited liability company (the “Contributor”) and Terra Secured Income Fund 5 International, a Cayman exempted company (the “Fund”). WH |
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| May 15, 2020 |
Exhibit 10.1 AMENDED AND RESTATED VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of March 2, 2020, is made among TERRA SECURED INCOME FUND 5, LLC, a Delaware limited liability company ("TSIF 5"), TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT"), Terra JV, LLC, a Delaware limited liability company (the "Parent") and TERRA REIT ADVISORS, LLC, a Delaware limited li |
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| March 16, 2020 |
Exhibit 2 APPOINTMENT OF DESIGNATED FILER The undersigned entities and individuals (the ?Reporting Persons?) hereby designate Terra Capital Partners, LLC (the ?Designated Filer?) to make filings of Schedules 13D (and any amendments thereto) pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the ?Exchange Act?) with respect to the securities of Terra Property Trust, Inc. |
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| March 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )* Terra Property Trust, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) N/A (CUSIP Number) Vikram S. Uppal 55 |
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| March 5, 2020 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among TERRA PROPERTY TRUST, INC., TERRA PROPERTY TRUST 2, INC., and TERRA SECURED INCOME FUND 7, LLC dated as of February 28, 2020 AGREEMENT and plan of merger Contents Clause Page Article I Definitions 1 Section 1.01. Definitions 1 Section 1.02. Rules of Application 4 Article II The Merger 4 Section 2.01. Effect of the Merger 4 Section 2.02. Effecti |
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| March 5, 2020 |
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): March 5, 2020 (February 28, 2020) TERRA PROPERTY TRUST, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other jurisdiction of incorporation) 000-56117 ( |
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| March 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56117 Terra Property Trust, Inc. ( |
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| March 2, 2020 |
EX-21.1 3 tpt12311910-kex211.htm EXHIBIT 21.1 Exhibit 21.1 Terra Property Trust, Inc. Subsidiaries Subsidiaries Jurisdiction of Formation Palmer City - Core Stockton Street, LLC Delaware Terra 37 Avenue LLC Delaware Terra 514W24 LLC Delaware Terra Arbor-Stratford, LLC Delaware Terra East 96, LLC Delaware Terra Factory PREF, LLC Delaware Terra Hotel Garden, LLC Delaware Terra Ocean Ave, LLC New Yor |
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| March 2, 2020 |
Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief summary of the material terms of the securities of Terra Property Trust, Inc. (?Company,? ?we,? ?us? and ?our?) registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). This summary description is not meant to be complet |
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| December 16, 2019 |
Exhibit 3.3 Articles Supplementary of Terra Property Trust, Inc. Terra Property Trust, Inc., a corporation organized and existing under the laws of the State of Maryland (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: First: Under a power contained in Article VI of the Corporation's Articles of Incorporation, including these Articles Supp |
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| December 16, 2019 |
EX-3.2 3 tm1924432d1ex3-2.htm EXHIBIT 3.2 exhibit 3.2 Terra Property Trust, Inc. ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Terra Property Trust, Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all the provisions of the charter of the Corporation currently in effect |
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| December 16, 2019 |
Exhibit 10.5 AMENDED AND RESTATED CONTRIBUTION AND REPURCHASE AGREEMENT THIS AMENDED AND RESTATED CONTRIBUTION AND REPURCHASE AGREEMENT (this "Agreement") made as of November 13, 2019, by and between Terra Property Trust, Inc., a Maryland corporation (the "Company"), Terra International Fund 3 REIT, LLC, a Delaware limited liability company (the "Purchaser") and Terra International Fund 3, L.P., a |
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| December 16, 2019 |
December 16, 2019 VIA EDGAR Stacie Gorman Brigitte Lippmann Division of Corporation Finance Office of Real Estate & Construction U. |
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| December 16, 2019 |
Exhibit 3.1 Terra Property Trust, Inc. AMENDED AND RESTATED BYLAWS Article I OFFICES Section 1. Principal Office. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. Additional Offices. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Di |
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| December 16, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment No. 1 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 TERRA PROPERTY TRUST, INC. (Exact Name of Registrant as Specified in its Governing Documents) Maryland 81-0963486 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organi |
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| November 6, 2019 |
Exhibit 10.3 UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT between TERRA MORTGAGE CAPITAL I, LLC, as Seller, and GOLDMAN SACHS BANK USA, as Buyer Dated: December 12, 2018 TABLE OF CONTENTS Page Article 1. APPLICABILITY 1 Article 2. DEFINITIONS 1 Article 3. INITIATION; CONFIRMATION; TERMINATION; FEES 26 Article 4. MARGIN MAINTENANCE 34 Article 5. INCOME PAYMENTS AND PRINCIPAL PAYM |
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| November 6, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 TERRA PROPERTY TRUST, INC. (Exact Name of Registrant as Specified in its Governing Documents) Maryland 81-0963486 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identifi |
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| November 6, 2019 |
EX-10.1 4 tm1921364d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDED AND RESTATED MANAGEMENT AGREEMENT BETWEEN TERRA PROPERTY TRUST, INC. AND TERRA REIT ADVISORS, LLC THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this "Agreement") is made this 8th day of February, 2018, by and between TERRA PROPERTY TRUST, INC., a Maryland corporation (the "Company"), and TERRA REIT ADVISORS, LLC, a Delaware limite |
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| November 6, 2019 |
Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of February 8, 2018, is made among TERRA SECURED INCOME FUND 5, LLC, a Delaware limited liability company (the "Fund"), TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT"), and TERRA REIT ADVISORS, LLC, a Delaware limited liability company ("TRA"). RECITALS WHEREAS, as of the date hereof, the Fund, directl |
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| November 6, 2019 |
Exhibit 10.4 GUARANTEE AGREEMENT THIS GUARANTEE AGREEMENT, dated as of December 12, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this ?Guarantee?), made by TERRA PROPERTY TRUST, INC., a Maryland corporation (?Guarantor?), in favor of GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (?Buyer?). RECITALS A. Pursuant to that certain Uncommitted Ma |
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| November 6, 2019 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Subsidiaries Jurisdiction of Formation Palmer City - Core Stockton Street, LLC Delaware Terra 37 Avenue LLC Delaware Terra 514W24 LLC Delaware Terra Arbor-Stratford, LLC Delaware Terra East 96, LLC Delaware Terra Factory PREF, LLC Delaware Terra Hotel Garden, LLC Delaware Terra Ocean Ave, LLC New York Terra Ocean Ave, LLC Delaware Terra ParkGreen, LLC Ne |
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| November 6, 2019 |
Exhibit 2.2 THIS AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENT (this "Amendment No. 1") is made and entered into as of December 31, 2016, by and among TERRA SECURED INCOME FUND, LLC, a Delaware limited liability company ("Terra Fund 1"), TERRA SECURED INCOME FUND 2, LLC, a Delaware limited liability company ("Terra Fund 2"), TERRA SECURED INCOME FUND 3, LLC, a Delaware limited liability company (" |
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| November 6, 2019 |
Exhibit 2.1 THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of January 1, 2016, by and among TERRA SECURED INCOME FUND, LLC, a Delaware limited liability company ("Terra Fund 1"), TERRA SECURED INCOME FUND 2, LLC, a Delaware limited liability company ("Terra Fund 2"), TERRA SECURED INCOME FUND 3, LLC, a Delaware limited liability company ("Terra Fund 3"), TERRA SECURED I |
