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Terra Property Trust, Inc. completed an exchange offer for its 6.00% Senior Notes due June 30, 2026, swapping tendered notes into new 11.00% Senior Secured Notes due July 1, 2027 plus cash. The company issued $27.16 million of these Exchange Notes and repaid the remaining original notes.
The Exchange Notes are secured by equity interests in multiple subsidiaries and pay monthly interest at 11.00% per year, with optional and mandatory redemptions at 102% of principal plus accrued interest. A wholly owned subsidiary also entered into a $25 million term loan at 11.00% interest, helping fund the cash portion of the exchange and repayment of the original notes.
Terra Property Trust, Inc. notified the New York Stock Exchange LLC of the voluntary removal of its 6.00% Notes due 2026 from listing and/or registration. The Exchange certified compliance with 17 CFR 240.12d2-2 and the issuer certified compliance with Exchange rules.
Terra Property Trust, Inc. announced the final results of its registered exchange offer for its 6.00% Senior Notes due June 30, 2026. As of the June 26, 2026 expiration, holders had tendered $36,208,750 in principal amount of these notes, representing 66.4% of the total outstanding principal.
Tendering holders are entitled to receive a combination of new 11.00% Senior Secured Notes due July 1, 2027 and cash, in line with the company’s previously announced terms. The company notes that consummation of the exchange offer remains subject to the conditions described in its effective Form S-4 prospectus.
Terra Property Trust, Inc. reported the results of its annual stockholder meeting held on June 18, 2026. Stockholders representing 13,095,682.771 Class B shares, or 53.80% of the 24,340,114 outstanding shares, were present, establishing a quorum.
All five director nominees were elected to serve until the 2027 annual meeting, with each receiving over 11.27 million votes in favor and no broker non-votes reported. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the 2026 fiscal year, with 11,781,421.172 votes for, 793,255.908 against, and 521,005.691 abstentions.
Terra Property Trust, Inc. is offering holders of its 6.00% Senior Notes due June 30, 2026 an exchange: for each $25.00 principal amount of Existing Notes validly tendered, holders would receive $18.75 in new 11.00% Senior Secured Notes due July 1, 2027 plus $6.25 in cash. The Exchange Offer expires at 5:00 p.m., Eastern Time, on June 26, 2026. As of this Prospectus/Offer to Exchange, approximately $54,549,125 aggregate principal amount of Existing Notes are outstanding. The Company says the Exchange Notes will be secured by specified collateral (including Shared Collateral) and will pay interest monthly beginning July 31, 2026. The Company discloses a going-concern qualification in its Form 10-Q and is pursuing a proposed $25.0 million Supplemental Liquidity Financing to fund the cash portion of the exchange and repay any remaining Existing Notes.
Terra Property Trust furnished cash flow projections and disclosed an extension of its exchange offer. The company forecasted aggregate portfolio cash inflows of approximately $47.1 million and projected outflows of approximately $51.9 million assuming partial participation by holders representing approximately $35.8 million (65.7%) of Existing Notes, or approximately $37.9 million assuming full participation, for the period April 1, 2026 through September 30, 2026.
The Company identified major outflows including approximately $27.7 million or $13.6 million of cash payments in respect of Existing Notes (depending on participation), approximately $13.3 million for repayment of a secured borrowing tied to a multifamily equity investment expected to monetize in September 2026, and inflows including approximately $31.6 million from that anticipated monetization. The projections are based on current assumptions and are subject to change.
Terra Property Trust, Inc. filed an amended Form 8-K to mark its exchange-offer materials as a Rule 425 communication, provide updated cash flow projections, and confirm an extension of its note exchange offer. From April 1 to September 30, 2026, the company projects about $47.1 million of cash inflows from its portfolio.
Projected portfolio cash outflows over the same period are about $51.9 million if only holders representing $35.8 million (65.7% of the 6.00% Senior Notes due June 30, 2026) participate in the exchange, or about $37.9 million if all holders participate, both excluding transaction expenses. Key expected inflows include $5.7 million from a mezzanine loan repayment, $6.0 million of distributions, $4.1 million from an industrial equity disposition, and $31.6 million from monetizing a multifamily equity investment.
The company also disclosed that its registered exchange offer to swap unsecured 6.00% Senior Notes due June 30, 2026 for new 11.00% Senior Secured Notes due July 1, 2027 plus cash has had its expiration extended from June 10, 2026 to June 25, 2026. The revised terms increase the interest rate to 11.00%, add asset-level first-lien collateral for the new notes, increase the cash portion of consideration, and shorten the exchange notes’ maturity to July 1, 2027. Completion of the exchange offer remains subject to conditions described in the company’s Form S-4 registration statement and related prospectus.
Terra Property Trust, Inc. is offering holders of its 6.00% Senior Notes due June 30, 2026 (approximately $54,549,125 outstanding) the opportunity to exchange each $25.00 principal amount of Existing Notes for $18.75 principal amount of new 11.00% Senior Secured Notes due July 1, 2027 plus $6.25 in cash. The Exchange Offer expires at 5:00 p.m., Eastern Time, on June 26, 2026 and is conditioned on the effectiveness of the Form S-4 registration statement and customary conditions.
The Exchange Notes will bear interest at 11.00%, pay monthly beginning July 31, 2026, and will be secured by specified collateral (including certain Shared Collateral subject to an Intercreditor Agreement). The company received a non-binding indication of interest from holders representing approximately 65.7% of the outstanding Existing Notes and intends to reimburse up to $300,000 of documented out-of-pocket fees and expenses for participating holders. The filing discloses the company’s limited liquidity (approximately $5.0 million cash as of March 31, 2026) and states that its March 31, 2026 Form 10-Q expresses substantial doubt about the company’s ability to continue as a going concern.
Terra Property Trust, Inc. updated investors on projected cash flows and the status of its exchange offer for its 6.00% Senior Notes due June 30, 2026. From April 1 through September 30, 2026, it expects about $47.1 million of cash inflows from its investment portfolio.
Projected portfolio cash outflows are about $51.9 million assuming only holders with roughly $35.8 million of notes participate in the exchange, or about $37.9 million assuming full participation. Major outflows include cash payments on Existing Notes in June 2026, repayment of a secured borrowing tied to a multifamily equity investment in September 2026, capital contributions and ongoing debt service and operating costs.
Key inflows include repayments on a mezzanine loan, distributions from equity and preferred equity investments, proceeds from an April 2026 industrial equity disposition and an anticipated monetization of a multifamily equity investment in September 2026. Separately, the company extended the expiration of its exchange offer, which swaps the Existing Notes for new 11.00% Senior Secured Notes due July 1, 2027 plus cash, to 5:00 p.m. New York City time on June 25, 2026.