Terra Property Trust, Inc. (the “Company”) announced that it has priced an underwritten public offering of $78.5 million in aggregate principal amount of 6.00% notes due 2026 (the “Notes”). The Notes will mature on June 30, 2026, and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after June 30, 2023. The Notes will bear interest at a rate of 6.00% per year payable quarterly on March 30, June 30, September 30 and December 30 of each year, beginning September 30, 2021. The Company has granted the underwriters an option to purchase up to an additional $11.5 million in aggregate principal amount of notes. The offering is expected to close on June 10, 2021, subject to customary closing conditions.
The Company expects to use the net proceeds from 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 the New York Stock Exchange under the symbol “TPTA” and to trade thereon 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 William Blair & Company L.L.C. are acting as joint book-running managers. Investors are advised to consider carefully the investment objective, risks and charges 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, nor will there be any sale of, the Notes referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. A registration statement relating to these securities was filed and has been declared effective by the Securities and Exchange Commission (the “SEC”).
The offering will be made only by means of a prospectus. Copies of the preliminary prospectus relating to the offering may be obtained for free by visiting the SEC’s website at www.sec.gov or may be obtained from any of the following investment banks: Ladenburg Thalmann, Attn: Syndicate Department, 640 5th Ave, 4th Floor, New York, NY 10019, or by emailing firstname.lastname@example.org (telephone number 1-800-573-2541); B. Riley Securities, Inc., Attn: Prospectus Department, 1300 17th Street North, Suite 1300, Arlington, VA 22209 or by e-mailing email@example.com (or by calling (800) 846-5050); Incapital LLC, Attn: Syndicate Department, 1800 N Military Trail, Suite 400, Boca Raton, FL 33431, or by emailing firstname.lastname@example.org (telephone number 1-800-327-1546); or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago IL 60606, and by telephone at 1-800-621-0687 or email at email@example.com. 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 securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
About Terra Property Trust, Inc.
Terra Property Trust, Inc. is an externally managed, real estate credit focused company that originates, structures, funds and manages commercial real estate credit investments, including mezzanine loans, first mortgage loans, subordinated mortgage loans and preferred equity investments throughout the United States. The Company’s objective is to continue to provide attractive risk-adjusted returns to its stockholders, primarily through regular distributions. 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 (the “Manager”), an affiliate of Terra Capital Partners.