Terra Property Trust, Inc. Releases Additional Information Related to Exchange Offers and Hires Restructuring Advisors

NEW YORK, March 12, 2026 (GLOBE NEWSWIRE) -- As previously disclosed, Terra Property Trust, Inc. (the “Company”) filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission on February 13, 2026 (as amended on March 12, 2026, the “Registration Statement”) relating to (i) exchange offers (the “Exchange Offers”) to exchange the Company’s unsecured 6.00% Senior Notes due June 30, 2026 (the “TPT Notes”) and the unsecured 7.00% Senior Notes due March 31, 2026 (the “TIF6 Notes” and, together with the TPT Notes, the “Existing Notes”) of Terra Income Fund 6, LLC (“TIF6”), the Company’s wholly owned subsidiary, and (ii) a related consent solicitation with respect to the TPT Notes (the “Consent Solicitation”), each as more fully described in the Registration Statement. Pursuant to the Exchange Offers, each $25 principal amount of Existing Notes tendered will be exchanged for $25 principal amount of newly issued 7.00% Senior Secured Notes due 2029 issued by the Company (the “Exchange Notes”). The Exchange Notes, in contrast to the Existing Notes, will be secured by a perfected first lien pledge in the equity interests of certain of the Company’s direct subsidiaries, as more fully described in the Registration Statement.

Holders of the Existing Notes that do not participate in the Exchange Offers will continue to hold the applicable series of unsecured Existing Notes, and if the requisite consents are received to amend the indenture governing the TPT Notes, the TPT Notes will afford significantly reduced covenant protection to holders of the TPT Notes compared to the covenants and other provisions governing the Exchange Notes.

TIF6 is the obligor of the TIF6 Notes having an outstanding principal balance of approximately $38.4 million as of December 31, 2025. As of December 31, 2025, TIF6 had cash and cash equivalents of $0.4 million. TIF6 is a lender under that certain promissory note (the “Promissory Note”) with the Company pursuant to which the Company owed TIF6 approximately $48.1 million as of December 31, 2025. The Promissory Note is due on March 31, 2027, and is not payable upon demand. As of December 31, 2025, TIF6 had assets of approximately $105.8 million, of which approximately $48.1 million consisted of that certain Promissory Note. The Company is not a guarantor of the TIF6 Notes and has no contractual obligation to lend or contribute money to TIF6 for TIF6 to repay the TIF6 Notes, although the Company may evaluate potential alternatives in connection with the maturity of the TIF6 Notes. Additionally, the Company is the obligor of the TPT Notes having an outstanding principal balance of approximately $80.4 million as of December 31, 2025. The Company had cash and cash equivalents of approximately $33.2 million, as of December 31, 2025.