TFSA 8-K
Terra Income Fund 6, LLC (TFSA)
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UNITED STATES Washington, D.C. 20549 | ||
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| FORM 8-K | ||
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| CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
| Date of Report (Date of earliest event reported): December 28, 2020 (December 23, 2020) | ||
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| TERRA INCOME FUND 6, INC. (Exact Name of Registrant as Specified in Its Charter) | ||
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| Maryland (State or other jurisdiction of incorporation) |
814-01136 (Commission File Number) |
46-2865244 (I.R.S. Employer Identification No.) |
| 550 Fifth Avenue, 6th Floor New York, New York 10036 (Address of principal executive offices, including zip code) | ||
| (212) 753-5100 (Registrant’s telephone number, including area code) | ||
| N/A (Former name or former address, if changed since last report) | ||
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| 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 |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
| Emerging growth company | þ |
| 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. | þ |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 23, 2020, Terra Capital Markets, LLC (“Terra Capital Markets”) assigned to Terra Income Fund 6, Inc., a Maryland corporation (the “Company”) certain of its administrative functions and certain obligations under the Second Amended and Restated Dealer Manager Agreement dated September 30, 2017 between the Company and Terra Capital Markets (the “Dealer Manager Agreement”), pursuant to the Assignment of Dealer Manager Agreement between the Company and Terra Capital Markets (the “Assignment Agreement”). The Company did not assume any obligations or liabilities under the Dealer Manager Agreement that would require registration as a broker-dealer under the Securities Exchange Act of 1934, as amended. Terra Capital Markets agreed to provide certain services and personnel to assist the Company in the transition of any services from Terra Capital Markets to the Company.
For a complete description of the terms and conditions of the Assignment Agreement, please see the Assignment of Dealer Manager Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 1.02. | Termination of a Material Definitive Agreement. |
As of December 23, 2020, upon the effectiveness of the Assignment Agreement, the Dealer Manager Agreement was terminated.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Exhibit Description | |
| 10.1 | Assignment of Dealer Manager Agreement dated as of December 23, 2020, by and between Terra Capital Markets, LLC and Terra Income Fund 6, Inc. |
SIGNATURE
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 INCOME FUND 6, INC. | |||
| Date: | December 28, 2020 | By: | /s/ Gregory M. Pinkus |
| Gregory M. Pinkus | |||
| Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary | |||
Exhibit 10.1
ASSIGNMENT OF DEALER MANAGER AGREEMENT
This ASSIGNMENT OF DEALER MANAGER AGREEMENT (this “Agreement”) is made as of this 23rd day of December, 2020 by and between Terra Capital Markets, LLC, a Delaware limited liability company (“Terra Capital Markets”) and Terra Income Fund 6, Inc., a Maryland corporation (“Terra Fund 6”).
W I T N E S S E T H
WHEREAS, Terra Capital Markets and Terra Fund 6 entered into a Second Amended and Restated Dealer Manager Agreement dated September 30, 2017 (the “Dealer Manager Agreement”), with respect to the offering of up to 80,000,000 shares of common stock, $.001 par value per share (collectively, the “Shares”), for issuance through Terra Fund 6’s Distribution Reinvestment Program (the “Offering”), all upon the terms and conditions set forth in the Dealer Manager Agreement, attached hereto as Exhibit A and incorporated herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as set forth below.
1. Assignment and Assumption. Terra Capital Markets hereby assigns to Terra Fund 6 hereby assumes Terra Capital Markets’s rights and obligations under the Dealer Manager Agreement with respect to the Offering, subject to all of Terra Capital Markets’s obligations and liabilities under the Dealer Manager Agreement arising from and after such assignment; provided, however, that any purported assignment by Terra Capital Markets of any of its obligations under the Dealer Manager Agreement which would require Terra Fund 6 to be registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, shall be void and of no force and effect.
2. Transition Services. Terra Capital Markets and/or its affiliates shall provide one or more of its employees, such employees to be acceptable to Terra Fund 6, to assist Terra Fund 6 in the transition of any services from Terra Capital Markets to Terra Fund 6 as contemplated herein.
3. Miscellaneous.
3.1 Entire Agreement. This Agreement, together with the form of Soliciting Dealers Agreement, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and all prior and contemporaneous agreements, representations, negotiations and understandings of the parties hereto, oral or written, are hereby superseded and merged herein.
3.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York, without regard to choice of law rules.
3.3 Venue. Any action relating to or arising out of this Agreement shall be brought only in the City of New York in the State of New York.
3.4 Modification. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought.
3.5 Successors and Assigns. All provisions of this Agreement shall inure to the benefit of and shall be binding upon the successors-in-interest, assigns, and legal representatives of the parties hereto.
3.6 Counterparts. This Agreement may be executed in counterparts, each of which, when taken together, shall be deemed one fully executed original.
3.7 Severability. If any portion of this Agreement shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in full force and effect to the fullest extent permissible by law.
IN WITNESS WHEREOF, the parties have executed this Assignment of Dealer Manager Agreement as of the date set forth above.
| TERRA INCOME FUND 6, INC., a Maryland corporation |
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| By: | /s/ Gregory Pinkus | |
| Name: Gregory Pinkus | ||
| Title: Chief Financial Officer | ||
| TERRA CAPITAL MARKETS, LLC, a Delaware limited liability company |
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| By: | /s/ Gregory Pinkus | |
| Name: Gregory Pinkus | ||
| Title: Authorized Signatory | ||
EXHIBIT A
Dealer Manager Agreement