Terra Property Trust (TPTA) starts exchange offers; consents sought for 6.00% indenture
Rhea-AI Filing Summary
Terra Property Trust, Inc. commenced registered exchange offers to exchange its outstanding 6.00% Notes due 2026 and 7.00% Notes due 2026 for newly issued 9.75% Senior Secured Notes due 2029, pursuant to a Form S-4 registration statement filed February 13, 2026.
The company is also soliciting consents from holders of the 6.00% Notes to approve proposed indenture amendments that would eliminate substantially all restrictive covenants, certain events of default provisions and certain reporting obligations; the Consent Solicitation requires consents from holders of at least a majority in aggregate principal amount of the outstanding 6.00% Notes. The Exchange Offers and Consent Solicitation commenced February 13, 2026 and expire at 5:00 p.m. New York City time on March 16, 2026, unless extended or terminated. The Exchange Notes will be senior secured, bear interest at 9.75% per annum, mature on March 31, 2029, and pay interest monthly beginning April 30, 2026.
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Insights
Exchange offers substitute near-term 2026 maturities for secured 2029 debt while seeking consent to loosen covenants.
The company is offering newly issued 9.75% Senior Secured Notes due March 31, 2029 in exchange for outstanding 2026 notes under a Form S-4 filed February 13, 2026. The Exchange Notes are described as senior secured obligations with perfected liens on specified collateral.
The Consent Solicitation targets holders of the 6.00% Notes and seeks approval by holders representing at least a majority in aggregate principal amount to adopt Proposed Amendments that would remove most restrictive covenants, certain default provisions, and some reporting obligations. Timing: the offers expire on March 16, 2026; outcomes depend on holder participation and consent votes.
Filed by Terra Property Trust, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Terra Property Trust, Inc.
Commission File No.: 001-40496
Terra Property Trust, Inc. Commences Registered Exchange Offers and Consent Solicitation
NEW YORK, Feb. 20, 2026 (GLOBE NEWSWIRE) — Terra Property Trust, Inc. (the “Company”) announced today that it has commenced offers to exchange (the “Exchange Offers”) any and all of its outstanding (i) 6.00% Notes due 2026 (the “TPTA Notes”) and (ii) 7.00% Notes due 2026 issued by Terra Income Fund 6, LLC (the “TIF6 Notes” and, together with the TPTA Notes, the “Existing Notes”), for newly issued 9.75% Senior Secured Notes due 2029 of the Company (the “Exchange Notes”), upon the terms and subject to the conditions set forth in the Company’s pre-effective registration statement on Form S-4 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2026.
In connection with the Exchange Offers, the Company is also soliciting consents (the “Consent Solicitation”) from holders of the TPTA Notes to approve proposed amendments to the indenture governing the TPTA Notes (the “Proposed Amendments”). The Proposed Amendments would, among other things, eliminate substantially all restrictive covenants, certain events of default provisions and certain reporting obligations under the TPTA Notes indenture. If adopted, the Proposed Amendments will apply to all TPTA Notes that remain outstanding following the Exchange Offers, and such notes will be governed by the amended indenture, which will have less restrictive terms and afford reduced protections to holders. Further details regarding the Proposed Amendments are described in the Registration Statement. No consents are being solicited with respect to the indenture governing the TIF6 Notes.
The Exchange Offers and the Consent Solicitation are subject to the conditions set forth in the Registration Statement, including, with respect to the Consent Solicitation, the receipt of consents from holders of at least a majority in aggregate principal amount of the outstanding TPTA Notes. Tenders of Existing Notes may be validly withdrawn at any time prior to the Expiration Date, and the Company may terminate or withdraw the Exchange Offers and the Consent Solicitation at any time in accordance with the terms described in the Registration Statement.
The following table sets forth the consideration to be received in exchange for the Existing Notes.
| Aggregate Principal Amount ($mm) |
Existing Notes to be Exchanged |
CUSIP No. | Exchange Notes to be Issued by the Company |
Exchange Consideration(1) |
| Exchange Notes | ||||
| $80.4 | Terra Property Trust, Inc.’s 6.00% Senior Notes due June 30, 2026 |
88104K 105 | 9.75% Senior Secured Notes due 2029 | (principal amount) $25.00 |
| $38.4 | Terra Income Fund 6, LLC’s 7.00% Senior Notes due March 31, 2026 |
88104C 202 | $25.00 |
| (1) | Consideration per $25.00 principal amount of Existing Notes validly tendered and not validly withdrawn. |
The Exchange Notes will be issued under and governed by the terms of a new indenture. The Exchange Notes will be senior secured obligations of the Company and will be secured by perfected liens granted by the Company in certain collateral, as described in the Registration Statement. The Exchange Notes will bear interest at a rate of 9.75% per annum and will mature on March 31, 2029. Interest on the Exchange Notes will be payable monthly in arrears on the last day of each month, beginning on April 30, 2026, as further described in the Registration Statement.
The Exchange Offers and the Consent Solicitation commenced on February 13, 2026 and expire immediately following 5:00 p.m., New York City time, on March 16, 2026, unless extended or terminated.
The dealer manager for the Exchange Offers and the Consent Solicitation is:
|
Ladenburg Thalmann & Co. Inc. 640 5th Ave, 4th Floor New York, NY 10019 Phone: (212) 409-2679 Email: callman@ladenburg.com |
The exchange agent and information agent for the Exchange Offers and the Consent Solicitation is:
D.F. King & Co., Inc.
28 Liberty Street, 53rd Floor
New York, NY 10005
Banks and Brokers call: (646) 989-1605 (collect)
All others call toll-free: (888) 644-6071
E-mail: tpt@dfking.com
Requests for copies of the prospectus forming a part of the Registration Statement can be made directly to the exchange agent and information agent listed above or by visiting the investor relations page of the Company website at: https://www.terrapropertytrust.com/filings-2.
About Terra Property Trust, Inc.
Terra Property Trust, Inc. is an externally managed real estate investment trust that originates, invests in, and manages loans and assets secured by commercial real estate across the United States and makes strategic real estate equity and non-real estate-related investments that align with its investment objectives and criteria. The Company’s objective is to continue to provide attractive risk-adjusted returns to its stockholders, primarily by earning high current income that allows for regular distributions and, in certain instances, benefiting from potential capital appreciation. 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 Mavik Capital Management, LP.
Forward-Looking Statements
This press release contains certain forward-looking statements with respect to the Company. Forward-looking statements are statements that are not descriptions of historical facts and include statements regarding management’s intentions, beliefs, expectations, plans or predictions of the future, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because such statements include risks, uncertainties and contingencies, actual results may differ materially and in adverse ways from those expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, without limitation, the following: the Company’s expected financial performance, operating results and the Company’s ability to make distributions to its stockholders in the future; the Company’s expectations concerning its liquidity and capital resources, including the Company’s ability to meet its obligations as they become due, including the Company’s ability to address upcoming maturities of its indebtedness, including the Existing Notes, through cash on hand, the Exchange Offers, any concurrent or future financing transactions, including the terms and conditions (including collateral) of any future financings, cash flow from operations or other sources of liquidity; changes in our investment objectives and business strategy; the Company’s ability to consummate the Exchange Offers and the Consent Solicitation on the proposed terms or on the anticipated timeline, or at all; risks and uncertainties related to obtaining the requisite consents in connection with the Consent Solicitation; the occurrence of any event, change or other circumstance that could give rise to the termination of the Exchange Offers or the Consent Solicitation; risks related to diverting the attention of the Company’s management from ongoing business operations; the ability of the Exchange Notes to be approved for listing on the New York Stock Exchange; the uncertainty of expected future financial performance and results of the Company; general adverse economic and real estate conditions; volatility in the Company’s industry, interest rates and spreads, the debt or equity markets, the general economy or the real estate market specifically, whether the results of market events or otherwise; legislative and regulatory changes, including changes to laws governing the taxation of REITs; changes in interest rates and the market value of the Company’s assets; competition in the real estate industry; changes in accounting principles generally accepted in the U.S.; policies and guidelines applicable to REITs; the availability of financing on acceptable terms or at all; pandemics and other health concerns and the measures intended to prevent their spread; and the potential material adverse effect these matters may have on the Company’s business, results of operations, cash flows and financial condition. Additional information concerning the Company and its business, including additional factors that could materially and adversely affect the Company’s financial results, include, without limitation, the risks described under Part I, Item 1A - Risk Factors, in the Company’s 2024 Annual Report on Form 10-K and in the Company’s other filings with the SEC.
Additional Information
This communication does not constitute an offer to buy or the solicitation of an offer to sell any securities. This communication relates to the previously announced Exchange Offers by the Company. The Exchange Offers are being made pursuant to a registration statement on Form S-4 filed by the Company with the SEC on February 13, 2026 (as it may be amended from time to time), which has not yet been declared effective by the SEC, which includes a prospectus relating to the Exchange Offers. These materials contain important information, including the terms and conditions of the Exchange Offers. This communication is not a substitute for the registration statement, prospectus, or any other document the Company has filed or may file with the SEC in connection with the Exchange Offers. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROSPECTUS CONTAINED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFERS. Copies of the registration statement, prospectus and other documents filed by the Company with the SEC are available free of charge at the SEC’s website at http://www.sec.gov or by visiting the Company’s website at https://www.terrapropertytrust.com/.
Contact
Investor Relations
ir@mavikcapital.com