Terra Property Trust, Inc. Prints $ 78.5 Million Public Offering of 6.00% Bonds Due 2026

NEW YORK, June 2, 2021 / PRNewswire / – Terra Property Trust, Inc. (the “Company”) announced today that it has priced a take-over bid for $ 78.5 million in total capital of 6.00% of bonds maturing in 2026 (the “Bonds”). The notes will expire on June 30, 2026, and may be redeemed in whole or in part at any time or from time to time at the option of the Company on or after June 30, 2023. The Notes will bear interest at a rate of 6.00% per annum payable quarterly on March 30, June 30th, September 30 and December 30 of each year, starting September 30, 2021. The Company has granted the underwriters an option to purchase $ 11.5 million in principal total tickets. The offer is expected to close on June 10, 2021, subject to customary closing conditions.

The Company expects to use the net proceeds of this offering to make investments in its targeted investments in accordance with its investment objectives and strategies and for general corporate purposes.

The Notes are expected to be listed on and trade on the New York Stock Exchange under the symbol “TPTA” within 30 days of the original issue date.

The Notes have been rated “BBB-” * by Egan-Jones Ratings Company (“Egan-Jones”). Egan-Jones is a Nationally Recognized Statistical Rating Organization (NRSRO) and is recognized by the National Association of Insurance Commissioners (NAIC) as a Credit Rating Provider (CRP). Egan-Jones is also certified by the European Securities and Markets Authority (ESMA).

Ladenburg Thalmann & Co. Inc., B. Riley Securities, Inc., Incapital LLC and Guillaume Blair & Company LLC act as co-managers. Investors are urged to carefully consider the investment objective, risks and costs and expenses of the Company before investing.

Alston & Bird LLP acted as legal counsel to the Company, and Blank Rome LLP acted as legal counsel to the Underwriters.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of the Notes referred to in this press release in any state or jurisdiction in which such an offer is made. , solicitation or sale would be illegal prior to registration or qualification under the securities laws of that state or jurisdiction. A registration statement relating to these securities has been filed and has been declared effective by the Securities and Exchange Commission (the “SEC”).

The offer will be made only by means of a prospectus. Copies of the preliminary prospectus relating to the offering may be obtained free of charge by visiting the SEC’s website at www.sec.gov or can be obtained from one of the following investment banks: Ladenburg Thalmann, Attn: Syndicate Department, 640 5th Ave, 4th Floor, New York, New York State 10019, or by e-mail [email protected] (telephone number 1-800-573-2541); B. Riley Securities, Inc., Attn: Prospectus Department, 1300 17th Street North, Suite 1300, Arlington, Virginia 22209 or by e-mail [email protected] (or by calling (800) 846-5050); Incapital LLC, Attn: Syndicate Department, 1800 N Military Trail, Suite 400, Boca Raton, Florida 33431, or by e-mail [email protected] (telephone number 1-800-327-1546); or Guillaume Blair & Company, LLC, Attention: Prospectus Department, 150 North Riverside Plaza, Chicago Illinois 60606, and by phone at 1-800-621-0687 or by email at [email protected]. The preliminary prospectus contains a description of these matters and other important information about the Company and should be read carefully before investing.

* Note: A security rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.

About Terra Property Trust, Inc.

Terra Property Trust, Inc. is an external mortgage-focused management company that creates, structures, finances and manages commercial real estate lending investments, including mezzanine loans, senior mortgages, subordinated mortgages and investments in preferred shares throughout United States. The Company’s objective is to continue to provide its shareholders with attractive risk-adjusted returns, primarily through regular distributions. The Company elected to be taxed as a real estate investment trust for US federal income tax purposes commencing with its completed taxation year. the 31st of December, 2016. The Company is advised externally by Terra REIT Advisors, LLC (the “Manager”), a subsidiary of Terra Capital Partners.

Caution Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of federal securities laws as they relate to future events or the future performance or financial condition of the Company. All statements, other than statements of historical fact, including, but not limited to, statements regarding the Company’s intended use of the proceeds of the above offering, financial condition or future operating results, future distributions and dividends and future performance are forward-looking statements. . These statements include statements regarding the Company’s current intention, belief or expectations, as well as the assumptions on which such statements are based, and are generally identified by the use of words such as “may”, “will”. , “Seeks,” “anticipates”, “believes”, “believes”, “expects”, “intends”, “intends”, “should” or similar expressions, although all forward-looking statements do not contain such words. Forward-looking statements are not guarantees of future events or performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Many of these factors are beyond the Company’s ability to control or predict.These factors include, but are not limited to, (i) the Company’s expected financial performance, results of operations and its ability to make distributions to its shareholders and payments of principal and interest on the Notes in the future; (ii) the potential negative impacts of a novel coronavirus (“COVID-19”) on the global economy and the impacts of COVID-19 on financial condition, results of operations, liquidity and capital resources and the Company’s business operations; (iii) measures that can be taken by government authorities to contain the COVID-19 epidemic or to address its impact; (iv) the availability of attractive risk-adjusted investment opportunities in the Company’s targeted assets and other real estate-related investments that meet its objectives and strategies; (v) the creation or acquisition of the Company’s targeted assets, including the timing of creations or acquisitions; (vi) the volatility of the Company’s sector, interest rates and spreads, the debt or equity markets, the economy in general or the real estate market in particular, whether it is a result of market or other events; (vii) changes in the investment objectives and business strategy of the Company; (viii) the availability of financing on acceptable terms or not at all; (ix) the performance and financial condition of the Company’s borrowers; (x) changes in interest rates and the market value of the Company’s assets; (xi) borrower defaults or declining recovery rates from the Company’s borrowers; (xii) variations in prepayment rates on the Company’s loans; (xiii) the use by the Company of financial leverage; (xiv) actual and potential conflicts of interest with any of the following affiliated entities: Terra Income Advisors; the director; Terra Capital Partners; Terra Income Fund 6, Inc .; Terra Secured Income Fund 7, LLC; Terra 5 International Guaranteed Income Fund; Terra Income Fund International; Terra Offshore Funds REIT, LLC; MAVIK Real Estate Special Opportunities Fund, LP; or one of their affiliates; (xv) the dependence of the Company on the Manager or its affiliates and the availability of its management team and other staff; (xvi) liquidity transactions that may be available to the Company in the future, including a liquidation of the assets of the Company, a sale of the Company or an initial public offering and the listing of its ordinary shares on a national stock exchange of securities, and the timing of these transactions; (xvii) US, federal, state and local government actions and initiatives and changes in US federal, state and local government policies and the execution and impact of such actions, initiatives and policies; (xiii) the limitations imposed on the activities of the Company and its ability to comply with complex rules in order for the Company to maintain its exclusion or exemption from registration under the Investment Companies Act of 1940, as amended, and to maintain the Company’s qualification as a REIT for US federal income tax purposes; and (xix) the degree and nature of the Company’s competition. Additional information regarding factors that could cause actual results to differ materially from these forward-looking statements is contained from time to time in the Company’s filings with the SEC. The Company refers you to the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” contained in the Company’s registration statement on Form S-11 relating to this offering. Copies of each filing can be obtained from the Company or the SEC.

Media contacts
Jonathan keehner / Julie hamilton
Joële frank, Wilkinson Brimmer Katcher
(212) 355-4449

SOURCE Terra Property Trust, Inc.


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