TPTS 8-K
Terra Property Trust, Inc. (TPTS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(
(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(s) | Name of each exchange on which registered |
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.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on June 27, 2023, Terra Property Trust, Inc., a Maryland coroporation (“TPT”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Western Asset Mortgage Capital Corporation, a Delaware corporation (“WMC”).
On July 27, 2023, WMC notified TPT that its board of directors determined that a proposal from AG Mortgage Investment Trust, Inc. (“MITT”) to acquire WMC was a “Parent Superior Proposal” under the Merger Agreement and that WMC’s board of directors intended to terminate the Merger Agreement unless WMC received a revised proposal from TPT by a specified deadline such that the WMC board of directors determined that MITT’s proposal was no longer a “Parent Superior Proposal.”
On August 8, 2023, WMC terminated the Merger Agreement pursuant to its terms (the “Termination”), and TPT was paid a termination fee of $3,000,000.
Upon the Termination, the amended and restated management agreement TPT entered into with WMC and Terra REIT Advisors, LLC (“TRA”) on June 27, 2023, terminated in accordance with its terms. TPT continues to be managed by TRA pursuant to the terms of the existing amended and restated management agreement, dated February 8, 2018, between TPT and TRA.
Item 7.01. Regulation FD Disclosure.
On August 9, 2023, TPT issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein, regarding the Termination.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release dated August 9, 2023. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| TERRA PROPERTY TRUST, INC. | ||
| Date: August 9, 2023 | By: | /s/ Gregory Pinkus |
| Name: | Gregory Pinkus | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Terra Property Trust Issues Statement Regarding Terminated Transaction with Western Asset Mortgage Capital Corporation
Terra Property Trust, Inc. (“TPT” or “we”) today issued the below statement regarding its terminated merger agreement with Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”).
Vik Uppal, Chairman & CEO of TPT and Mavik Capital Management, L.P., commented:
"We are disappointed that we could not come to an agreement with WMC’s Board of Directors to merge. Our innovative proposal provided superior value to WMC stockholders in every regard, including higher total and cash consideration, perpetually reduced management fees, greater scale with lower leverage, lower transaction costs, and greater certainty of closing. WMC requested additional changes that we were unwilling to make because they would not have been in stockholders’ best interests. Ultimately, our proposal offered WMC stockholders a new path to maximizing value, but the WMC Board of Directors opted to move forward with a partner who shared its same strategies and policies that have not worked. TPT will remain relentlessly focused on our pursuit of maximizing value, investing with discipline, and advocating for stockholders.”
Forward-Looking Statements
This press release contains statements that constitute "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 statements are based on current 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 or that its expectations will be attained.
About TPT
TPT originates, invests in, and manages loans, securities, and assets secured by commercial real estate across the US. 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.
Contacts
Longacre Square Partners
Greg Marose / Charlotte Kiaie, 646-386-0091