NEW
YORK, Sept. 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
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SOURCE Terra Income Fund 6, Inc.