0000899243-22-032837.txt : 20221004 0000899243-22-032837.hdr.sgml : 20221004 20221004211637 ACCESSION NUMBER: 0000899243-22-032837 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221001 FILED AS OF DATE: 20221004 DATE AS OF CHANGE: 20221004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Terra Capital Partners, LLC CENTRAL INDEX KEY: 0001639928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40496 FILM NUMBER: 221294228 BUSINESS ADDRESS: STREET 1: 805 THIRD AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-753-5100 MAIL ADDRESS: STREET 1: 805 THIRD AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Terra REIT Advisors, LLC CENTRAL INDEX KEY: 0001798836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40496 FILM NUMBER: 221294227 BUSINESS ADDRESS: STREET 1: 550 FIFTH AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 753 5100 MAIL ADDRESS: STREET 1: 550 FIFTH AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Terra Property Trust, Inc. CENTRAL INDEX KEY: 0001674356 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 805 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-754-5100 MAIL ADDRESS: STREET 1: 805 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-10-01 0 0001674356 Terra Property Trust, Inc. NONE 0001639928 Terra Capital Partners, LLC C/O TERRA PROPERTY TRUST, INC. 205 WEST 28TH STREET, 12TH FLOOR NEW YORK NY 10001 0 0 1 0 0001798836 Terra REIT Advisors, LLC C/O TERRA PROPERTY TRUST, INC. 205 WEST 28TH STREET, 12TH FLOOR NEW YORK NY 10001 0 0 1 0 Common Stock 2022-10-01 4 J 0 19487460.54 D 0 I See FN Class B Common Stock 2022-10-01 4 J 0 19487460.54 A 19487460.5 I See FN Class B Common Stock 2022-10-01 4 J 0 27079 A 27079 D On May 2, 2022, Terra Income Fund 6, Inc. ("Terra BDC") and Terra Property Trust, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Terra BDC, Terra Merger Sub, LLC, a wholly owned subsidiary of TPT ("Merger Sub"), Terra Income Advisors, LLC, and Terra REIT Advisors, LLC ("Terra REIT Advisors"). Pursuant to the Merger Agreement, on October 1, 2022, Terra BDC merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity of the Merger and a wholly owned subsidiary of TPT. Pursuant to a reclassification exempt under Rule 16b-7, on October 1, 2022, each share of TPT common stock outstanding immediately prior to the Merger was automatically changed into one issued and outstanding share of TPT Class B Common Stock, par value $0.01 per share ("TPT Class B Common Stock" and each a "Share"). Includes (i) 2,457,684.59 Shares owned by Terra Income Fund International, a Cayman Islands exempt corporation ("TIFI"), and Terra Secured Income Fund 5 International, a Cayman Islands exempt corporation ("TIF5 International"), through Terra Offshore Funds REIT, LLC ("Terra Offshore REIT"), and (ii) 17,029,775.95 Shares owned by Terra Secured Income Fund 5, LLC, a Delaware limited liability company ("Terra Fund 5"), and Terra Secured Income Fund 7, LLC, a Delaware limited liability company ("Terra Fund 7"), through a controlled subsidiary (the "Controlled Subsidiary"). Terra REIT Advisors serves as manager to each of TIFI and TIF5 International, and also serves as adviser to Terra Offshore REIT. Terra REIT Advisors is managed by, and also is a wholly-owned subsidiary of, Terra Capital Partners, LLC, a Delaware limited liability company ("Terra Capital Partners"). (Continued from Footnote 3) On March 2, 2020, the Issuer, Terra Fund 5, the Controlled Subsidiary and Terra REIT Advisors entered into the Amended and Restated Voting Agreement (the "Voting Agreement"), pursuant to which for the period that Terra REIT Advisors remains the external manager of the Issuer, Terra REIT Advisors will have the right to nominate two individuals to serve as directors of the Issuer and, until the Controlled Subsidiary no longer holds at least 10% of the outstanding Shares, Terra Fund 5 and Terra Fund 7, through the Controlled Subsidiary, will have the right to nominate one individual to serve as a director of the Issuer, as described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2020. The Controlled Subsidiary is managed by Terra Fund 5 and Terra Fund 7, its managing members. (Continued from Footnote 4) Terra Fund 5 is managed by Terra Fund Advisors, LLC, a Delaware limited liability company ("Terra Fund Advisors"), its managing member. Terra Fund 7 is managed by a wholly-owned subsidiary of Terra Fund Advisors, which in turn is managed by Terra Fund Advisors. Subject to certain restrictions, Terra Fund Advisors is managed by its board of managers. The members of the board of managers of Terra Fund Advisors are Bruce Batkin and Simon Milde. Terra Capital Partners exercises sole voting and dispositive power over the Shares owned by TIFI and TIF5 International through Terra Offshore REIT, and shares voting power over the Shares owned by Terra Fund 5 and Terra Fund 7 through the Controlled Subsidiary. Terra Fund Advisors exercises sole dispositive power and shared voting power over the Shares owned by Terra Fund 5 and Terra Fund 7 through the Controlled Subsidiary. (Continued from Footnote 5) Terra Capital Partners may be deemed to beneficially own the Shares that are owned by Terra Fund 5 and Terra Fund 7, through the Controlled Subsidiary, and the Shares owned by TIFI and TIF5 International, through Terra Offshore REIT. Terra Fund Advisors may be deemed to beneficially own the Shares that are owned by Terra Fund 5 and Terra Fund 7 through the Controlled Subsidiary. However, neither Terra Capital Partners nor Terra Fund Advisors has any ownership interest in these Shares, other than Terra Capital Partners' ownership interest in the Shares reported herein as directly owned. (Continued from Footnote 6) Accordingly, each of Terra Capital Partners and Terra Fund Advisors disclaims beneficial ownership of the Shares owned by Terra Fund 5 and Terra Fund 7, through the Controlled Subsidiary, and the Shares owned by TIFI and TIF5 International, through Terra Offshore REIT, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such persons are the beneficial owners of such shares for purposes of Section 16 or for any other purpose. Pursuant to the terms and conditions of the Merger Agreement, on October 1, 2022, each outstanding share of Terra BDC common stock, par value $0.001 per share, was automatically cancelled and retired, and converted into the right to receive: (i) 0.595 shares of TPT Class B Common Stock; and (ii) cash, without interest, in lieu of any fractional shares of TPT Class B Common Stock otherwise issuable in an amount, rounded to the nearest whole cent, determined by multiplying (x) the fraction of a share of TPT Class B Common to which such holder would otherwise be entitled by (y) $14.38. /s/ Gregory M. Pinkus, authorized signatory of Terra Capital Partners, LLC 2022-10-04 /s/ Gregory M. Pinkus, authorized signatory of Terra REIT Advisors, LLC 2022-10-04