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Terra Property Trust, Inc. filed Amendment No. 2 to its Form S-4 to extend the Exchange Offer Expiration Date to June 25, 2026 and revise terms. The Exchange Offer would exchange each $25.00 principal amount of 6.00% Senior Notes due June 30, 2026 for $18.75 principal of new 11.00% Senior Secured Notes due July 1, 2027 plus $6.25 cash. As of the prospectus date, approximately $54.55 million aggregate principal of Existing Notes were outstanding. The company disclosed a going concern qualification in its March 31, 2026 Form 10-Q and projects cash inflows of $47.1 million versus outflows of $51.9 million (assuming ~65.7% tender indication) for April 1–September 30, 2026. The Exchange Offer is conditioned on the registration statement being effective and a majority tender condition and may be extended, amended or withdrawn.
Terra Property Trust, Inc. is offering holders of its 6.00% Senior Notes due June 30, 2026 an exchange into new 8.00% Senior Secured Notes due December 31, 2028, together with cash, pursuant to a registration statement on Form S-4. The Exchange Offer gives holders $20.00 in Exchange Notes plus $5.00 in cash for each $25.00 principal amount of Existing Notes tendered. The Expiration Date for the Exchange Offer has been extended to June 10, 2026. The Exchange Notes will pay interest at 8.00% and, subject to certain exceptions, will be secured on an equal and ratable basis by collateral that secures the Company’s Existing Secured Notes, subject to an intercreditor agreement and a required pro forma Collateral Coverage Ratio of 1.35x for certain actions. As of the prospectus date, there are $54.5 million aggregate principal amount of Existing Notes outstanding and the Existing Notes mature on June 30, 2026. The Company disclosed substantial doubt about its ability to continue as a going concern in its Form 10-Q for the quarter ended March 31, 2026.
Terra Property Trust, Inc. reported a sharp downturn for the three months ended March 31, 2026. Total revenue fell to $3.2 million from $12.5 million a year earlier, and the company posted a net loss of $15.0 million, compared with a $1.3 million loss in 2025. Higher credit costs were a key driver, with provision for credit losses rising to $6.9 million. Liquidity weakened: cash and cash equivalents were $5.0 million, while the company disclosed about $69.6 million of debt coming due, including $56.4 million of 6.00% Senior Notes Due 2026. Management stated that, as of March 31, 2026, it did not have sufficient liquidity to meet these obligations and that substantial doubt exists about its ability to continue as a going concern.
Terra Property Trust, Inc. commenced an exchange offer to accept outstanding 6.00% Notes due June 30, 2026 in exchange for newly issued 8.00% Senior Secured Notes due December 31, 2028 plus cash under a Form S-4 registration statement filed May 7, 2026. The Exchange Offer began on May 7, 2026 and expires at 5:00 p.m. New York City time on June 5, 2026, unless extended or terminated. The Exchange Notes will be senior secured, rank pari passu with the Company’s existing secured notes, bear interest at 8.00% payable quarterly starting June 30, 2026, and will be issued under a new indenture. Tenders of Existing Notes may be withdrawn before the Expiration Date and the Company may terminate the Exchange Offer in accordance with the Registration Statement.
Terra Property Trust, Inc. is offering to exchange its outstanding $56,361,350 aggregate principal amount of 6.00% Senior Notes due June 30, 2026 (the "Existing Notes") for new 8.00% Senior Secured Notes due December 31, 2028 (the "Exchange Notes") plus cash. For each $25 principal amount of Existing Notes validly tendered, holders will receive $20 principal amount of Exchange Notes and $5 cash. The Exchange Notes will bear interest at 8.00% and, subject to certain exceptions, will be secured by collateral on an equal and ratable basis with existing secured notes. The Offer expires at 5:00 p.m. Eastern on June 5, 2026, and is conditioned on satisfaction or waiver of customary conditions. The company discloses substantial doubt about its ability to continue as a going concern and states it does not currently have sufficient liquidity to satisfy outstanding maturities not exchanged.
Terra Property Trust, Inc. is calling a virtual Annual Meeting of stockholders on June 18, 2026 at 9:00 a.m. Eastern Time. Holders of 24,340,113.51 shares of Class B common stock as of April 17, 2026 can vote online.
Stockholders will elect five directors for one-year terms and vote on ratifying KPMG LLP as independent auditor for the year ending December 31, 2026. The company is externally managed under a Management Agreement, paying its Manager 2025 asset management fees of $4,786,640, asset servicing fees of $1,143,783, disposition fees of $1,698,415 and origination and extension fees of $1,189,878, plus $4,035,222 in reimbursed operating expenses.
Terra Property Trust, Inc. completed exchange offers and issued $25,578,000 of new 7.00% Senior Secured Notes due March 31, 2029. Holders exchanged $24,027,025 of the company’s 6.00% notes due 2026 and $1,550,975 of TIF6 7.00% notes due 2026 into these new secured notes.
The Exchange Notes pay 7.00% interest monthly, are secured by liens on equity interests in multiple subsidiaries, and rank senior to subordinated and unsecured debt to the extent of the collateral value. The indenture includes covenants tied to a minimum 1.35 to 1.00 Collateral Coverage Ratio and limits dividends above 90% of taxable income.
Terra Property Trust, Inc. reported the final results of its exchange offers for existing unsecured notes into new secured 7.00% Senior Notes due March 31, 2029. Holders of Terra Property Trust’s 6.00% Senior Notes due June 30, 2026 tendered $24,027,025, representing 29.89% of that series’ outstanding principal. Holders of Terra Income Fund 6, LLC’s 7.00% Senior Notes due March 31, 2026 tendered $1,550,975, or 4.04% of that series’ principal.
The company did not receive consents from a requisite majority of TPT noteholders, so proposed amendments eliminating many covenants, certain events of default, and reporting obligations under the TPT indenture will not take effect. Completion of the exchange offers remains subject to conditions described in the effective S-4 registration statement and related prospectus.
Terra Property Trust, Inc. is offering holders of its 6.00% Senior Notes due June 30, 2026 and its subsidiary Terra Income Fund 6, LLC’s 7.00% Senior Notes due March 31, 2026 the opportunity to exchange those Existing Notes for new 7.00% Senior Secured Notes due 2029 issued by the Company. In exchange, each $25.00 principal amount of Existing Notes validly tendered will receive $25.00 principal amount of Exchange Notes. The Exchange Notes will pay interest monthly beginning April 30, 2026 and mature on March 31, 2029. As of the prospectus date, aggregate principal outstanding totaled approximately $80,388,375 of Company Notes and $38,400,000 of Terra LLC Notes. The Exchange Offers and related consent solicitation to amend the Company Notes indenture expire at 5:00 p.m., Eastern Time, on March 26, 2026, subject to extension, and are conditioned on effectiveness of the registration statement.