false 0001674356 0001674356 2024-02-27 2024-02-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): February 27, 2024

 

 

 

TERRA PROPERTY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-40496   81-0963486

(State or other jurisdiction

of incorporation)

  (Commission File Number)   (IRS Employer Identification No.)

 

205 West 28th Street, 12th Floor

New York New York 10001

(Address of principal executive offices, including zip code)

 

(212) 753-5100

(Registrant’s telephone number, including area code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

 

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

 

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
6.00% Notes due 2026 TPTA New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company               x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  x

 

 

 

 

 

 

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 27, 2024, the Board of Directors (the “Board”) of Terra Property Trust, Inc. (the “Company”) appointed Sarah Schwarzschild to serve as the Company’s Chief Operating Officer, effective immediately.

 

Ms. Schwarzschild serves as the Chief Operating Officer of Mavik Capital Management, LP (“Mavik”), an entity controlled by the Company’s Chief Executive Officer. Prior to joining Mavik, Ms. Schwarzschild served as Managing Director and Co-Head of BGO Strategic Capital Partners, a $3 billion global integrated multi-manager platform. Ms. Schwarzschild also managed BGO Strategic Capital Partners’ secondaries funds and separately managed accounts and co-managed the business’ platform. Prior to its merger with BentallGreenOak in April 2021, Ms. Schwarzschild held the same responsibilities at Metropolitan Real Estate Equity Management (“Metropolitan”), a firm wholly owned by The Carlyle Group. Prior to joining Metropolitan in 2014, Ms. Schwarzschild led Partners Group’s real estate Secondary team in the U.S., where she was responsible for acquisitions as well as the portfolio management of Partners Group’s dedicated real estate Secondary capital totaling over $2 billion. Prior to joining Partners Group, Ms. Schwarzschild was an Assistant Vice President in the acquisitions team in the Global Opportunity Funds group at RREEF. She began her career at Rothschild as an investment banking analyst in the Mergers & Acquisitions and Private Placement groups. Ms. Schwarzschild received a B.A. (summa cum laude) from the University of Pennsylvania and an M.B.A. with honors from the Tuck School of Business at Dartmouth. Ms. Schwarzschild sits on the MBA Council for the Tuck School of Business and is Secretary of the board of The Mianus River Gorge Preserve and sits on the Advisory Board for INCEPTIV.

 

There are no family relationships between Ms. Schwarzschild and any director or executive officer of the Company, there are no arrangements or understandings between Ms. Schwarzschild and any other persons or entities pursuant to which Ms. Schwarzschild was appointed as an executive officer of the Company, and there are no transactions involving Ms. Schwarzschild, on the one hand, and the Company, on the other hand, that would require disclosure under Item 404(a) of Regulation S-K.

 

In connection with her appointment, Ms. Schwarzschild has entered into the Company’s standard indemnification agreement, filed as Exhibit 10.17 to the Company’s annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2023.

 

Because the management agreement between the Company and its external manager, Terra REIT Advisors, LLC (the “Manager”), provides that the Manager is responsible for managing the Company’s affairs, each of the Company’s executive officers is an employee of the Manager’s parent company and none receive cash compensation from the Company for serving as its executive officers. Accordingly, Ms. Schwarzschild will not receive cash compensation from the Company for serving as its Chief Operating Officer.

 

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  TERRA PROPERTY TRUST, INC.
     
Date: February 29, 2024 By: /s/ Gregory Pinkus
  Name: Gregory Pinkus
  Title: Chief Financial Officer