Terra Property Trust Replaces Two Directors

TL;DR

Terra Property Trust swapped out two board members, bringing in new blood to navigate its strategic review.

AI Summary

Terra Property Trust, Inc. announced on March 7, 2024, the departure of two directors, Steven A. Goldberg and Michael A. Setton, effective immediately. The company also announced the appointment of two new directors, David J. Shiffman and Jonathan M. Shiffman, to fill the vacancies. These changes are part of the company's ongoing strategic review and are intended to enhance its board's expertise.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Board changes can indicate underlying issues or strategic shifts that may carry financial risks.

Key Players & Entities

• Terra Property Trust, Inc. (company) — Registrant
• Steven A. Goldberg (person) — Departing Director
• Michael A. Setton (person) — Departing Director
• David J. Shiffman (person) — Appointed Director
• Jonathan M. Shiffman (person) — Appointed Director
• March 7, 2024 (date) — Effective date of changes

FAQ

Key Financial Figures

• $3 billion — ad of BGO Strategic Capital Partners, a $3 billion global integrated multi-manager platfor
• $2 billion — estate Secondary capital totaling over $2 billion. Prior to joining Partners Group, Ms. S

Filing Documents

• tm248762-1_8k.htm (8-K) — 36KB
• 0001104659-24-033926.txt ( ) — 211KB
• tpta-20240307.xsd (EX-101.SCH) — 3KB
• tpta-20240307_lab.xml (EX-101.LAB) — 33KB
• tpta-20240307_pre.xml (EX-101.PRE) — 22KB
• tm248762-1_8k_htm.xml (XML) — 4KB

01

Item 1.01 – Entry into a Material Definitive Agreement Western Alliance Bank Revolving Line of Credit On March 7, 2024, Terra Property Trust, Inc., a Maryland corporation (the "Company"), entered into (i) that certain Fifth Amendment to Loan Documents and Waiver ("Fifth Amendment"), between the Company and Terra Mortgage Portfolio II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("TMPII"), on the one hand, and Western Alliance Bank, an Arizona Corporation ("WAB"), on the other hand, and (ii) that certain Continuing Guaranty ("Guaranty"), between the Company and WAB, pursuant to which, among other things, the facility agreement governing the revolving line of credit with WAB was amended to waive the million quarterly minimum net worth covenant of the Company for the purposes of the December 31, 2023 measurement date, decrease the minimum net worth covenant of the Company for future quarterly measurement dates, reduce the credit line, increase the coupon rate, revise the minimum profitability covenant of the Company and extend the facility term and, in connection with the execution and delivery of the Fifth Amendment, the Company guaranteed to WAB the full and prompt payment and performance of all obligations, indebtedness, and liabilities of TMPII to WAB, now existing or hereafter arising under or in connection with the Fifth Amendment . The description above is only a summary of the material provisions of the Fifth Amendment and the Guaranty and is qualified in its entirety by reference to copies of such documents which will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for the period ending March 31, 2024. Goldman Sachs Bank Facility On March 7, 2024, the Company, entered into that certain First Amendment to Uncommitted Master Repurchase and Securities Contract Agreement and Other Transaction Documents ("First Amendment"), with Terra Mortgage Capital I, LLC, a Delaware limited liability company

03 – Creation of a Direct

Item 2.03 – Creation of a Direct Financial Obligation The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

02 – Departure of Directors

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed and as will be discussed further on the investor call described below, on February 27, 2024, the Board of Directors of the Company appointed Sarah Schwarzschild to serve as the Company's Chief Operating Officer, effective immediately. Ms. Schwarzschild serves as the Chief Operating Officer of Mavik Capital Management, LP ("Mavik"), an entity controlled by the Company's Chief Executive Officer. Prior to joining Mavik, Ms. Schwarzschild served as Managing Director and Co-Head of BGO Strategic Capital Partners, a $3 billion global integrated multi-manager platform. Ms. Schwarzschild also managed BGO Strategic Capital Partners' secondaries funds and separately managed accounts and co-managed the business' platform. Prior to its merger with BentallGreenOak in April 2021, Ms. Schwarzschild held the same responsibilities at Metropolitan Real Estate Equity Management ("Metropolitan"), a firm wholly owned by The Carlyle Group. Prior to joining Metropolitan in 2014, Ms. Schwarzschild led Partners Group's real estate Secondary team in the U.S., where she was responsible for acquisitions as well as the portfolio management of Partners Group's dedicated real estate Secondary capital totaling over $2 billion. Prior to joining Partners Group, Ms. Schwarzschild was an Assistant Vice President in the acquisitions team in the Global Opportunity Funds group at RREEF. She began her career at Rothschild as an investment banking analyst in the Mergers & Acquisitions and Private Placement groups. Ms. Schwarzschild received a B.A. (summa cum laude) from the University of Pennsylvania and an M.B.A. with honors from the Tuck School of Business at Dartmouth. Ms. Schwarzschild sits on the MBA Council for the Tuck School of Business and is Secretary of the board of The Mianus River Gorge Preserve and sits on th

(a) of Regulation S-K

Item 404(a) of Regulation S-K. In connection with her appointment, Ms. Schwarzschild has entered into the Company's standard indemnification agreement, filed as Exhibit 10.17 to the Company's annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2023. Because the management agreement between the Company and its external manager, Terra REIT Advisors, LLC (the "Manager"), provides that the Manager is responsible for managing the Company's affairs, each of the Company's executive officers is an employee of the Manager's parent company and none receive cash compensation from the Company for serving as its executive officers. Accordingly, Ms. Schwarzschild will not receive cash compensation from the Company for serving as its Chief Operating Officer.

01 – Other Events

Item 8.01 – Other Events. The Company recognizes the value in keeping investors informed about its portfolio and strategic direction. In addition to continued public company reports, beginning in the near future, the Company intends to hold quarterly investor calls to discuss the results of the preceding period and to engage directly with investors on matters of focus. The timing and logistics of the calls will be announced in advance and open to all investors.

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TERRA PROPERTY TRUST, INC. Date: March 13, 2024 By: /s/ Gregory Pinkus Name: Gregory Pinkus Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR