ADDED
Limited participation in the exchange offers described in the Registration Statement could result in Terra LLC defaulting on the 7.00% Senior Notes Due 2026 that remain outstanding after such exchange offers are completed.
Limited participation in the exchange offers described in the Registration Statement could result in us defaulting on the 6.00% Senior Notes Due 2026 that remain outstanding after such exchange offers are completed.
As of December 31, 2025, our portfolio included underlying properties located in nine markets, across seven states and includes property types such as multifamily housing, student housing, commercial offices, retail, mixed-use and infill properties.
On March 2, 2020, we engaged in a series of transactions pursuant to which we issued an aggregate of 4,574,470.35 shares of common stock in exchange for the settlement of an aggregate of $49.8 million of participation interests in loans held by us, cash of $25.5 million and other working capital.
On October 1, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of May 2, 2022 (the Merger Agreement ), Terra Income Fund 6, Inc.
merged with and into Terra Income Fund 6, LLC, our wholly owned subsidiary, with Terra LLC continuing as the surviving entity of the merger (the BDC Merger ) and as our wholly owned subsidiary.
Pursuant to the terms of the transactions described in the Merger Agreement, 4,847,910 shares of our Class B Common Stock, $0.01 par value per share ( Class B Common Stock ), were issued to former Terra BDC stockholders in connection with the BDC Merger, based on the number of outstanding shares of Terra BDC Common Stock as of October 1, 2022.
On February 13, 2026, we filed a registration statement on Form S-4 (as amended on March 12, 2026 and as may be amended from time to time, the Registration Statement ) with the Securities and Exchange Commission in connection with registered exchange offers to exchange any and all of our outstanding 6.00% unsecured senior notes due 2026 (the 6.00% Senior Notes Due 2026 ) and Terra LLC s 7.00% unsecured senior notes due 2026 for newly issued Senior Secured Notes due 2029 by the Company.
In connection with the exchange offer relating to our 6.00% Senior Notes Due 2026, we are also soliciting consents to amend the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants therein, eliminate certain events of default terms and conditions and eliminate provisions related to our reporting obligations thereunder.
The exchange offers and consent solicitation were scheduled to expire on March 16, 2026, unless extended.
REMOVED
As of December 31, 2024, our portfolio included underlying properties located in 13 markets, across nine states and includes property types such as multifamily housing, student housing, commercial offices, medical offices, mixed-use and infill properties.
On March 1, 2020, Terra Property Trust 2 merged with and into our company, and we continued as the surviving corporation (the Merger ).
In connection with the Merger, we issued 2,116,785.76 shares of our common stock to Terra Fund 7, the sole stockholder of Terra Property Trust 2, in exchange for the settlement of $17.7 million of participation interests in loans held by us, cash of $16.9 million and other working capital.
Subsequent to the Merger, Terra Fund 5 and Terra Fund 7 contributed their shares of our common stock to Terra JV in exchange for ownership interest in Terra JV.
In addition, on March 2, 2020, we issued 2,457,684.59 shares of our common stock to Terra Offshore REIT in exchange for the settlement of $32.1 million of participation interests in loans also held by us, $8.6 million in cash and other net working capital.
BDC Merger On October 1, 2022 (the Closing Date ), pursuant to that certain Agreement and Plan of Merger, dated as of May 2, 2022 (the Merger Agreement ), Terra BDC merged with and into Terra LLC, our wholly owned subsidiary, with Terra LLC continuing as the surviving entity of the merger (the BDC Merger ) and as our wholly owned subsidiary.
The Certificate of Merger and Articles of Merger with respect to the BDC Merger were filed with the Secretary of State of the State of Delaware and State Department of Assessments and Taxation of Maryland (the SDAT ), respectively, with an effective time and date of 12:02 a.m., Eastern Time, on the Closing Date (the Effective Time ).
1 Pursuant to the terms of the transactions described in the Merger Agreement, approximately 4,847,910 shares of Class B Common Stock were issued to former Terra BDC stockholders in connection with the BDC Merger, based on the number of outstanding shares of Terra BDC Common Stock as of the Closing Date.
On the Closing Date, we filed with the SDAT our Articles of Amendment to the Articles of Amendment and Restatement (the Charter Amendment ).
Pursuant to the Charter Amendment, (i) the authorized shares of our stock which we have authority to issue were increased from 500,000,000 to 950,000,000, consisting of 450,000,000 shares of Class A Common Stock, $0.01 par value per share ( Class A Common Stock ), 450,000,000 shares of Class B Common Stock, and 50,000,000 shares of Preferred Stock, $0.01 par value per share ( Preferred Stock ), and (ii) each share of our common stock issued and outstanding immediately prior to the Effective Time was automatically changed into one issued and outstanding share of Class B Common Stock.