TFSA 8-K/A
Terra Income Fund 6, LLC (TFSA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 12, 2022
TERRA INCOME FUND 6, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 814-01136 | 46-2865244 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
205 West 28th Street, 12th floor
New York, New York 10001
(Address of principal executive offices, including zip code)
(212) 753-5100
(Registrant’s telephone number, including area code)
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 (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| 7.00% Notes due 2026 | TFSA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
EXPLANATORY NOTE
This Form 8-K/A is being filed by Terra Income Fund 6, Inc. (the “Company”) for the purpose of amending Item 5.07 of the Current Report on Form 8-K originally filed by the Company with the Securities and Exchange Commission on September 13, 2022 (the “Original Report”) in order to state that the Company expects the closing of the transactions contemplated by the Merger Agreement (as defined below) to occur on or about October 1, 2022, subject to the satisfaction of all closing conditions. Except as set forth in the preceding sentence, this Form 8-K/A does not substantively amend any other portion of the Original Report.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 12, 2022, the Company held a special meeting of the Company’s stockholders solely by means of a virtual meeting conducted live over the internet (the “Special Meeting”) to vote on the Company’s proposals identified in the definitive proxy statement/prospectus dated July 25, 2022 (the “Proxy Statement”). As of the close of business on July 22, 2022, the record date for the Special Meeting, there were 8,079,887.83 shares of the common stock, par value $0.001 per share (“Common Stock”), of the Company outstanding and entitled to vote at the Special Meeting. A quorum of 4,851,151.69 shares of Commnon Stock were represented in person virtually or by proxy at the Special Meeting. A summary of voting results with respect to each proposal voted upon at the Special Meeting is set forth below.
Proposal 1. Proposal to approve the merger (the “Merger”) of the Company with and into Terra Merger Sub, LLC (“Merger Sub”), a wholly owned subsidiary of Terra Property Trust, Inc. (“TPT”), pursuant to the Agreement and Plan of Merger, dated as of May 2, 2022, as amended or modified from time to time (the “Merger Agreement”), by and among the Company, TPT, Merger Sub, Terra Income Advisors, LLC and Terra REIT Advisors, LLC. The Merger was approved as follows:
| For |
Against | Abstain | ||
| 4,179,184.33 |
377,272.33 | 294,695.02 |
Proposal 2. Proposal to approve an amendment to the Company’s charter deleting provisions related to certain “Roll-Up” transactions (the “Charter Amendment”). The Charter Amendment was approved as follows:
| For |
Against | Abstain | ||
| 4,102,532.31 |
413,506.85 | 335,112.52 |
Proposal 3. Proposal to approve the withdrawal by the Company of its election to be treated as a “business development company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to and in accordance with the requirements of the Investment Company Act (the “BDC Election Withdrawal”). The BDC Election Withdrawal was approved as follows:
| For |
Against | Abstain | ||
| 4,166,026.49 |
364,174.48 | 320,950.71 |
Proposal 4. Proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Merger, the Charter Amendment or the BDC Election Withdrawal. The proposal to approve the adjournment of the Special Meeting, if necessary or appropriate for the purpose of soliciting additional proxies if there were not sufficient votes for the approval of the Merger, the Charter Amendment or the BDC Election Withdrawal, was approved as follows:
| For |
Against | Abstain | ||
| 4,142,949.89 |
423,212.64 | 284,989.15 |
Consummation of the transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the Proxy Statement, which is available on the U.S. Securities and Exchange Commission’s website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Proxy Statement. Assuming the satisfaction of such closing conditions, the Company expects the closing of the transactions contemplated by the Merger Agreement to occur on or about October 1, 2022.
| Item 8.01. | Other Events. |
On September 13, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01. Financial | Statements and Exhibits. |
| Exhibit | Description | |
| 99.1 | Press Release, dated September 13, 2022 | |
Signatures
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| TERRA INCOME FUND 6, INC. | ||||||
| Date: September 13, 2022 | By: | /s/ Gregory M. Pinkus | ||||
| Name: | Gregory M. Pinkus | |||||
| Title: | Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary | |||||
Exhibit 99.1
Terra Income Fund 6, Inc. Stockholders Approve Merger with and into Terra Property Trust, Inc. and Related Proposals
New York, New York, September 13, 2022 / PRNewswire / – Terra Income Fund 6, Inc. (NYSE:TFSA) (the “Company”) today announced that at the special meeting of stockholders held on September 12, 2022, conducted by means of a virtual meeting held live over the internet, its stockholders approved (i) the merger (the “Merger”) of the Company with and into Terra Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company and a wholly owned subsidiary of Terra Property Trust, Inc. (NYSE:TPTA) (“TPT”), (ii) the amendment of the Company’s charter to remove certain substantive and procedural protections on “Roll-Up Transactions” necessary to facilitate the Merger, and (iii) the Company’s withdrawal of its election to be regulated as a Business Development Company under the Investment Company Act of 1940, as amended. The Merger is expected to close on or about October 1, 2022, subject to customary closing conditions.
As a result of the Merger, each outstanding share of the Company’s common stock, par value $0.001 per share, will be automatically cancelled and converted into the right to receive: (i) 0.595 shares (as such exchange ratio may be adjusted in accordance with the Merger documents) of the newly designated Class B Common Stock, par value $0.01 per share, of TPT (“TPT Class B Common Stock”), and (ii) cash consideration in lieu of any fractional shares of TPT Class B Common Stock otherwise issuable in an amount, rounded to the nearest whole cent, determined by multiplying (x) the fraction of a share of TPT Class B Common to which such holder would otherwise be entitled by (y) $14.38.
The shares of TPT Class B Common Stock issued in the Merger will, except as discussed below with respect to conversion, have identical preferences, rights, powers, restrictions and terms as each other share of TPT’s common stock. On the 180th calendar day (or, if such date is not a business day, the next business day) after the date of initial listing on a national securities exchange of shares of TPT’s Class A Common Stock, $0.01 par value per share (“TPT Class A Common Stock”), or such earlier date (the “First Conversion Date”) as approved by the board of directors of TPT (the “TPT Board”), one-third of the issued and outstanding shares of TPT Class B Common Stock will automatically convert into an equal number of shares of TPT Class A Common Stock. On the 365th calendar day (or, if such date is not a business day, the next business day) after the date of initial listing on a national securities exchange of shares of TPT Class A Common Stock or such earlier date following the First Conversion Date as approved by the TPT Board (the “Second Conversion Date”), one-half of the issued and outstanding shares of Class B Common Stock will automatically convert into an equal number of shares of TPT Class A Common Stock. On the 545th calendar day (or, if such date is not a business day, the next business day) after the date of initial listing on a national securities exchange of shares of Class A Common Stock or such earlier date following the Second Conversion Date as approved by the TPT Board, all of the issued and outstanding shares of TPT Class B Common Stock will automatically convert into an equal number of shares of TPT Class A Common Stock.
Forward-Looking Statements
This press release includes “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These forward-looking statements are based on current assumptions, expectations and beliefs of the Company and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company cannot give any assurance that these forward-looking statements will be accurate. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined company. There are a number of risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from the forward-looking statements included herein, including, but not limited to: the risk that the Merger will not be consummated within the expected
time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that the parties may not be able to satisfy the conditions to the Merger in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed Merger; the risk that the Merger could have an adverse effect on the operating results and business of the Company or TPT generally; the outcome of any legal proceedings relating to the Merger; the ability to retain key personnel; the impact of the COVID-19 pandemic on the business and operations, financial condition, results of operations, and liquidity and capital resources of the Company and TPT; conditions in the market for commercial real estate loans and commercial real estate credit-related investments; changes in interest rates; the availability and terms of financing; market conditions; general economic conditions; and legislative and regulatory changes that could adversely affect the business of the Company and TPT. All such factors are difficult to predict, including those risks set forth in the Proxy Statement/Prospectus jointly prepared by the Company and TPT filed with the SEC on July 25, 2022, annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on the Company’s website at www.terrafund6.com, TPT’s website at www.terrapropertytrust.com and on the SEC’s website at http://www.sec.gov. The forward-looking statements included in this press release are made only as of the date hereof. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. The Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law.
About Terra Income Fund 6, Inc.
Terra Income Fund 6, Inc. (NYSE: TFSA) is a 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 is headquartered in New York, New York.
Contact
Investor Relations
Terra Income Fund 6, Inc.
(212) 753-5100
Additional information can be found on the Company’s website at www.terrafund6.com