Terra Property Trust, Inc. 8-K

What Happened

• Terra Property Trust, Inc. filed an 8-K (Regulation FD disclosure) on June 11, 2026 as part of Amendment No. 2 to its Form S-4 for its Exchange Offer to exchange unsecured 6.00% Senior Notes due June 30, 2026 (Existing Notes) for new 11.00% Senior Secured Notes due July 1, 2027 (Exchange Notes) and cash. The company disclosed cash flow projections for April 1, 2026 through September 30, 2026, and on June 11, 2026 issued a press release announcing an extension of the Exchange Offer.
• Based on current projections the Company expects aggregate cash inflows of about $47.1 million and aggregate cash outflows of (i) approximately $51.9 million assuming only holders representing ~$35.8 million (65.7%) of Existing Notes—based on non-binding indications—participate, or (ii) approximately $37.9 million assuming full participation by all holders. Projections exclude transaction expenses and are subject to change.

Key Details

• Projected inflows (Apr 1–Sep 30, 2026): ~$47.1 million, including $31.6M from an anticipated multifamily monetization (expected Sept 2026), $6.0M of expected distributions (May–June), $5.7M partial mezzanine repayment (expected June), and $4.1M from an April 2026 industrial disposition.
• Projected outflows include $27.7M (if only ~65.7% participate) or $13.6M (if full participation) of cash payments related to Existing Notes in June 2026, ~$13.3M to repay a secured borrowing tied to a multifamily investment (expected Sept 2026), and ~$1.6M of capital contributions to an equity investment; remainder is scheduled debt service, operating and corporate expenses.
• The participation assumption cited: holders representing approximately $35.8 million (65.7%) of the Existing Notes provided non-binding indications of interest in the Exchange Offer.
• Company issued a press release on June 11, 2026 announcing an extension of the Exchange Offer (Exhibit 99.1).

Why It Matters

• These projections show the company’s near-term liquidity hinges on both the level of participation in the Exchange Offer and several expected asset monetizations and repayments. Under the mid-case participation assumption the Company projects a near-term cash shortfall (aggregate outflows exceed inflows by about $4.8M), before transaction expenses.
• For investors, key items to monitor are final participation in the Exchange Offer, timing and certainty of the stated monetizations/repayments, and any additional financing actions the company may take — all of which affect Terra’s ability to meet upcoming obligations and its capacity to make future distributions. The filing also reiterates standard forward-looking risk disclosures.