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

USA - English

• USA - English

NEW YORK, June 2, 2021 /PRNewswire/ -- Terra Property Trust, Inc. (the "Company") today 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 [email protected] (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 protected] (or by calling (800) 846-5050); Incapital LLC, Attn: Syndicate Department, 1800 N Military Trail, Suite 400, Boca Raton, FL 33431, or by emailing [email protected] (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 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 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.  

Cautionary Notice Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws because they relate to future events or the Company's future performance or financial condition. All statements, other than statements of historical facts, including, among others, statements regarding the Company's intended use of proceeds from the offering noted above, future financial position or operating results, future distributions and dividends, and future performance, are forward-looking statements. Those statements include statements regarding the intent, belief, or current expectations of the Company, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "plans," "intends," "should," or similar expressions, although not all forward-looking statements may 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 abilities to control or predict. Such factors include, but are not limited to, (i) the Company's expected financial performance, operating results and its ability to make distributions to its stockholders and principal and interest payments 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 the Company's financial condition, results of operations, liquidity and capital resources and business operations; (iii) actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact; (iv) the availability of attractive risk-adjusted investment opportunities in the Company's targeted assets and other real estate-related investments that satisfy its objectives and strategies; (v) the origination or acquisition of the Company's targeted assets, including the timing of originations or acquisitions; (vi) volatility in the Company's industry, interest rates and spreads, the debt or equity markets, the general economy or the real estate market specifically, whether the results of market events or otherwise; (vii) changes in the Company's investment objectives and business strategy; (viii) the availability of financing on acceptable terms or 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 decreased recovery rates from the Company's borrowers; (xii) changes in prepayment rates on the Company's loans; (xiii) the Company's use of financial leverage; (xiv) actual and potential conflicts of interest with any of the following affiliated entities: Terra Income Advisors; the Manager; Terra Capital Partners; Terra Income Fund 6, Inc.; Terra Secured Income Fund 7, LLC; Terra Secured Income Fund 5 International; Terra Income Fund International; Terra Offshore Funds REIT, LLC; MAVIK Real Estate Special Opportunities Fund, LP; or any of their affiliates; (xv) the Company's dependence on the Manager or its affiliates and the availability of its senior management team and other personnel; (xvi) liquidity transactions that may be available to the Company in the future, including a liquidation of the Company's assets, a sale of the Company or an initial public offering and listing of its shares of common stock on a national securities exchange, and the timing of any such transactions; (xvii) actions and initiatives of the U.S., federal, state and local government and changes to the U.S. federal, state and local government policies and the execution and impact of these actions, initiatives and policies; (xiii) limitations imposed on the Company's business and its ability to satisfy complex rules in order for the Company to maintain its exclusion or exemption from registration under the Investment Company Act of 1940, as amended, and to maintain the Company's qualification as a REIT for U.S. federal income tax purposes; and (xix) the degree and nature of the Company's competition. Additional information concerning factors that could cause actual results to differ materially from those 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 which relates to this offering. Copies of each filing may be obtained from the Company or the SEC.

Media Contacts
Jonathan Keehner / Julie Hamilton
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

SOURCE Terra Property Trust, Inc.