Terra Property Trust Announces Exchange Offer Results

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Terra Property Trust, Inc. announced the results of its previously announced exchange offers and consent solicitation. The company offered to exchange its unsecured 6.00% Senior Notes due June 30, 2026 and Terra Income Fund 6, LLC's unsecured 7.00% Senior Notes due March 31, 2026 for new secured 7.00% Senior Notes due March 31, 2029. As of the expiration date, only 29.89% of the TPT Notes and 4.04% of the TIF6 Notes were validly tendered, falling short of the required participation. The proposed amendments to the TPT Notes indenture will not become effective.

Why it matters

The failed exchange offer highlights the challenges Terra Property Trust is facing in managing its debt obligations. With a significant portion of noteholders not participating, the company will need to find alternative ways to address the upcoming maturities of the existing notes. This could impact the company's financial flexibility and ability to provide returns to shareholders.

The details

The exchange offer was intended to extend the maturity of Terra's outstanding notes by three years, from 2026 to 2029, and provide the company with more flexibility by eliminating certain restrictive covenants. However, the low participation rate means the company will have to pursue other options to address the upcoming note maturities, which could include refinancing, debt restructuring, or other capital raising measures.

• The exchange offer expired on March 26, 2026 at 5:00 p.m. New York City time.
• The registration statement for the new exchange notes was declared effective by the SEC on March 26, 2026.

What’s next

The company will need to explore alternative options to address the upcoming maturities of the existing notes, such as refinancing, debt restructuring, or other capital raising measures.