Terra Property Trust, Inc. 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 among the Company, Terra Income Fund 6, Inc., Terra Merger Sub, LLC, a wholly owned subsidiary of the Company, Terra Income Advisors, LLC and Terra REIT Advisors, LLC.
Upon the closing of the merger, each outstanding share of common stock of Terra BDC was automatically canceled and converted into the right to receive (i) 0.595 shares of the newly designated Class B common stock, par value $0.01 per share, of the Company (“Class B Common Stock”), and (ii) cash in lieu of any fractional shares of Class B Common Stock otherwise issuable. Except with respect to conversion, the shares of Class B Common Stock issued in the merger have dividend, distribution and other rights identical to those of the existing shares of common stock of the Company. The shares of Class B Common Stock will automatically convert into an equal number of shares of the Company’s newly designated Class A common stock, par value $0.01 per share (“Class A Common Stock”), on specified dates following any listing of shares of Class A Common Stock for trading on a national securities exchange, which listing will be subject to certain conditions.
The size of the Company’s board of directors was increased by three members upon the closing of the merger and Spencer Goldenberg, Adrienne Everett and Gaurav Misra, each a designee of Terra BDC, were appointed to the Company’s board of directors. The Company’s current executive officers will remain in their current roles.
The combined company will continue to operate under the name Terra Property Trust, Inc. and will remain headquartered in New York, New York. Terra REIT Advisors, LLC will continue to manage the combined company.
About Terra Property Trust, Inc.
Terra Property Trust, Inc. is an externally managed, real estate credit focused company that originates, structures, funds and manages commercial real estate credit investments, including mezzanine loans, first mortgage loans, subordinated mortgage loans and preferred equity investments throughout the United States. The Company’s objective is to continue to provide attractive risk-adjusted returns to its stockholders, primarily through regular distributions. The Company has elected to be taxed as a real estate investment trust for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2016. The Company is externally advised by Terra REIT Advisors, LLC, an affiliate of Terra Capital Partners, LLC.
