As filed with the Securities and Exchange Commission on July 13, 2022

Registration No. 333-265836

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

TERRA PROPERTY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland		6778		81-0963486
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

550 Fifth Avenue, 6th Floor

New York, New York 10036

(212 )753-5100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Vikram S. Uppal

Chairman and Chief Executive Officer

Terra Property Trust, Inc.

550 Fifth Avenue, 6th Floor

New York, New York 10036

(212) 753-5100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Michael J. Kessler David E. Brown, Jr. Aaron C. Hendricson Alston & Bird LLP 90 Park Avenue New York, New York 10016 (212) 210-9400		Sharon A. Kroupa Christopher W. Pate Venable LLP 750 East Pratt Street Suite 900 Baltimore, MD, 21202 Tel: (410) 244-7400 Fax: (410) 244-7742

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions to the closing of the merger described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging Growth Company		☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Issuer Third Party Tender Offer)  ☐

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

EXPLANATORY NOTE

Terra Property Trust, Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-4 (File No. 333- 265836) as an exhibits-only filing. Accordingly, this amendment consists only of the cover page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

 

 

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS

The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty established by a final judgment and which is material to the cause of action. The TPT Charter contains a provision that eliminates the liability of TPT’s directors and officers to the maximum extent permitted by Maryland law.

The MGCL requires a Maryland corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made or threatened to be made a party by reason of his service in that capacity. The MGCL allows directors and officers to be indemnified against judgments, penalties, fines, settlements and expenses actually incurred in a proceeding unless the following can be established:

 

•

an act or omission of the director or officer was material to the cause of action adjudicated in the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;

 

•

the director or officer actually received an improper personal benefit in money, property or services; or

 

•

with respect to any criminal proceeding, the director or officer had reasonable cause to believe his act or omission was unlawful.

However, indemnification for an adverse judgment in a suit by us or in our right, or for a judgment of liability on the basis that personal benefit was improperly received, may not be made unless ordered by a court and then only for expenses.

The MGCL permits a Maryland corporation to advance reasonable expenses to a director or officer upon receipt of a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification and a written undertaking by him or on his behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.

The TPT Charter authorizes TPT to obligate itself, and the TPT Bylaws obligate TPT, to the fullest extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

 

•

any individual who is a present or former director or officer of TPT and who is made or threatened to be made a party to or witness in the proceeding by reason of his or her service in that capacity;

 

•

any individual who, while a director or officer of TPT and at the request of TPT, serves or has served as a director, officer, partner, manager, member or trustee of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise; or

 

•

an individual who served a predecessor of TPT in any of the capacities described above and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity.

The rights to indemnification and advancement of expenses provided by the TPT Charter and TPT Bylaws vest immediately upon the election of a director or officer. The TPT Charter and TPT Bylaws also permit TPT to, with the approval of the TPT Board, indemnify and advance expenses to any employee or agent of TPT or a predecessor of TPT.

 

II-1

The general effect to investors of any arrangement under which any of TPT’s controlling persons, directors or officers are insured or indemnified against liability is a potential reduction in distributions resulting from our payment of premiums associated with insurance or any indemnification for which TPT does not have adequate insurance.

The SEC takes the position that indemnification against liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, is against public policy and unenforceable.

Indemnification may reduce the legal remedies available to TPT and its stockholders against the indemnified individuals.

The aforementioned charter provisions do not reduce the exposure of directors and officers to liability under federal or state securities laws, nor do they limit a stockholder’s ability to obtain injunctive relief or other equitable remedies for a violation of a director’s or an officer’s duties to TPT or its stockholders, although the equitable remedies may not be an effective remedy in some circumstances. TPT has entered into indemnification agreements with each of its executive officers and directors. The indemnification agreements will require, among other things, that TPT indemnify its executive officers and directors and advance to the executive officers and directors all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. In accordance with these agreements, TPT must indemnify and advance all expenses incurred by executive officers and directors seeking to enforce their rights under the indemnification agreements. TPT will also cover officers and directors under its directors’ and officers’ liability insurance.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

A list of the exhibits included as part of this registration statement is set forth in the Exhibit Index that immediately precedes such exhibits and is incorporated herein by reference.

ITEM 22. UNDERTAKINGS

 

(a)

The undersigned registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

 

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)

That, for the purpose of determining liability under the Securities Act of 1933, to any purchaser: if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

The undersigned registrant hereby undertakes as follows: That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

 

(d)

The registrant undertakes that every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities

 

II-3

offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(e)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

 

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EXHIBIT INDEX

 

Exhibit No.		Description
2.1		Contribution Agreement by and among Terra Secured Income Fund, LLC, Terra Secured Income Fund 2, LLC, Terra Secured Income Fund 3, LLC, Terra Secured Income Fund 4, LLC, the registrant, and Terra Property Trust, Inc., dated January 1, 2016 (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form 10 (File No. 000-56117) filed with the SEC on November 6, 2019).
2.2		Amendment No.  1 to the Contribution Agreement by and among Terra Secured Income Fund, LLC, Terra Secured Income Fund 2, LLC, Terra Secured Income Fund 3, LLC, Terra Secured Income Fund 4, LLC, the registrant, and Terra Property Trust, Inc., dated December  31, 2016 (incorporated by reference to Exhibit 2.2 to the Registrant’s Registration Statement on Form 10 (File No. 000-56117) filed with the SEC on November 6, 2019).
2.3		Agreement and Plan of Merger, dated February  28, 2020, by and among Terra Property Trust, Inc., Terra Property Trust 2, Inc. and Terra Secured Income Fund 7, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 000-56117) filed with the SEC on March 5, 2020).
2.4†		Agreement and Plan of Merger, dated as of May  2, 2022, by and among Terra Property Trust, Inc., Terra Income Fund 6, Inc., Terra Merger Sub, LLC, Terra Income Advisors, LLC and Terra REIT Advisors, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40496) filed with the SEC on May 5, 2022).
3.1		Amended and Restated Bylaws of Terra Property Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Amendment No.1 to Form 10 (File No. 000-56117) filed with the SEC on December 16, 2019).
3.2		Articles of Amendment and Restatement of Terra Property Trust, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Amendment No.1 to Form 10 (File No. 000-56117) filed with the SEC on December 16, 2019).
3.3		Articles of Supplementary of Terra Property Trust, Inc. Designating 12.5% Services A Redeemable Cumulative Preferred Stock (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Amendment No.1 to Form 10 (File No. 000-56117) filed with the SEC on December 16, 2019).
3.4		Form of the First Articles of Amendment to the Articles of Amendment and Restatement of Terra Property Trust, Inc. (included in Annex A to the prospectus/proxy statement that forms a part of this registration statement).
4.1		Description of Securities Registered Under Section  12 of the Securities Exchange Act of 1934 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 11, 2022).
4.2		Indenture, dated June 10, 2021, by and between Terra Property Trust, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A (File No. 001-40496) filed with the SEC on June 14, 2021).
4.3		First Supplemental Indenture, dated June  10, 2021, by and between Terra Property Trust, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form 8-A (File No. 001-40496) filed with the SEC on June 14, 2021).
4.4		Form of Global Note representing the notes (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 11, 2022).
5.1*		Opinion of Alston & Bird LLP regarding the legality of the securities being registered.

 

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Exhibit No.		Description
8.1*		Opinion of Alston & Bird LLP regarding certain tax matters related to the Merger
21.1		List of Subsidiaries of Terra Property Trust, Inc. (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 11, 2022).
23.1*		Consent of Alston & Bird LLP as to the legality of the securities being registered (included in Exhibit 5.1).
23.2*		Consent of Alston & Bird LLP as to tax matters related to the Merger (included in Exhibit 8.1).
23.3**		Consent of KPMG LLP, independent registered public accounting firm (in respect of Terra Property Trust, Inc.).
23.4**		Consent of KPMG LLP, independent registered public accounting firm (in respect of Terra Income Fund 6, Inc.).
24.1**		Powers of Attorney (included on signature pages of this registration statement).
99.1**		Consent of Robert A. Stanger & Co., Inc.
99.2*		Form of Proxy solicited by the Board of Directors of Terra Income Fund 6, Inc.
99.3**		Consent of Spencer Goldenberg to become a director of the combined company.
99.4**		Consent of Adrienne Everett to become a director of the combined company.
99.5**		Consent of Gaurav Misra to become a director of the combined company.
107**		Filing Fee Table

 

†	The disclosure schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Terra Property Trust, Inc. agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

*	Filed herewith.

**	Previously Filed.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on July 13, 2022.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

/s/ Vikram S. Uppal Vikram S. Uppal		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)		July 13, 2022
* Gregory M. Pinkus		Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)		July 13, 2022
* Roger H. Beless		Director		July 13, 2022
* Michael L. Evans		Director		July 13, 2022

 

*By:		/s/ Vikram S. Uppal
		Vikram S. Uppal
		Attorney-in-fact

Exhibit 5.1

 

90 Park Avenue

New York, NY 10016

212-210-9400 | Fax: 212-210-9444

July 13, 2022

Terra Property Trust, Inc

550 Fifth Avenue, 6th Floor

New York, New York 10036

Re: Terra Property Trust, Inc. — Registration Statement on Form S-4, as amended (File No. 333- 265836)

Ladies and Gentlemen:

We have acted as counsel to Terra Property Trust, Inc., a Maryland corporation (the “Company”), in connection with the Company’s filing of the above referenced registration statement and related proxy statement prospectus included therein, as amended (the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933, as amended (the “Securities Act”): (i) shares of Class B common stock, $0.01 par value per share (the “Class B Shares”), of the Company (estimated to be 4,824,415 Class B Shares, assuming the Merger (as defined here) is completed, but, in any event, not to exceed the authorized but unissued and unreserved shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), as of the date of the Directors’ Resolutions (as defined herein)), which Class B Shares are issuable in respect of the issued and outstanding shares of common stock, par value $0.001 per share, of Terra Income Fund 6, Inc., a Maryland corporation (“Terra BDC”), as contemplated by and in accordance with the Merger Agreement (as defined herein); and (ii) shares of Class A common stock, $0.01 par value per share, of the Company (the “Class A Shares”) (estimated to be 4,824,415 Common Shares but, in any event, not to exceed the authorized but unissued and unreserved shares of Common Stock as of the date of the Directors’ Resolutions), which will, upon the satisfaction of the conditions for such conversion as set forth in the terms of the Charter Amendment (as defined herein), be issuable upon the automatic conversion of the Class B Shares issued pursuant to the Merger Agreement on a one-for-one basis into Class A Shares, with cash paid in lieu of any fractional Class A Shares.

The Class B Shares and the Class A Shares (if any) are to be issued in connection with the merger (the “Merger”) of Terra BDC with and into Terra Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company and wholly owned subsidiary of the Company, and the other transactions contemplated by the Agreement and Plan of Merger, dated as of May 2, 2022 (as amended or restated, the “Merger Agreement”), by and among the Company, Terra BDC, Merger Sub, Terra Income Advisors, LLC, a Delaware limited liability company, and Terra REIT Advisors, LLC, a Delaware limited liability company. This opinion is being furnished in accordance with the requirements of Item 21 of the Commission’s Form S-4 and Item 601(b)(5) of Regulation S-K under the Securities Act.

In the capacity described above, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents, including, without limitation, resolutions adopted by the board of director of the Company, including the resolutions adopted on April 29, 2022 (the “Directors’ Resolutions”), or other governing

bodies or controlling entities of the Company and the organizational documents of the Company, certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based) of the Company, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein. We have assumed that (i) the Class B Shares will not be issued or transferred in violation of the restrictions or limitations contained in the Company’s charter, (ii) the Class A Shares, to the extent issued, will not be issued or transferred in violation of the restrictions or limitations contained in the Company’s charter, (iii) upon the issuance of the Class B Shares and the Class A Shares (if any) subsequent to the date hereof, the total number of shares of Common Stock of the Company issued and outstanding, after giving effect to the issuance of the Class B Shares and the Class A Shares, plus the total number of shares of Common Stock of the Company that are reserved but unissued, will not exceed the total number of shares of Common Stock that the Company is authorized to issue under its charter, and (iv) the filing of the First Articles of Amendment to the Articles of Amendment and Restatement of the Company setting forth the relative rights and privileges of the Class B Shares with the Maryland State Department of Assessments and Taxation (the “Charter Amendment”) has occurred prior to the closing of the Merger.

As to certain factual matters relevant to this opinion letter, we have relied upon the representations and warranties made in the agreements and other documents entered into or to be entered into by the Company in connection with the issuance of the Class B Shares and the Class A Shares, including, without limitation, the Merger Agreement, certificates and statements of responsible officers of the Company, and certificates of public officials. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification.

In our examination of the relevant documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

Our opinion set forth below is limited to the laws of the State of Maryland. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.

Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that:

 

(1)

When issued and delivered by the Company in accordance with the Directors’ Resolutions, the Registration Statement, the Merger Agreement and the Charter Amendment, the Class B Shares will have been duly authorized for issuance by all necessary corporation action on the part of the Company, and such Class B Shares will be validly issued, fully paid and nonassessable.

 

(2)

When and to the extent issued and delivered by the Company in accordance with the Directors’ Resolutions, the Registration Statement, the Merger Agreement and the Charter Amendment, the Class A Shares will have been duly authorized for issuance by all necessary corporation action on the part of the Company, and such Class A Shares will be validly issued, fully paid and nonassessable.

This opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement, and may not be used, circulated, quoted or otherwise referred to or relied upon for

any other purpose without our prior written consent, which may be granted or withheld in our sole discretion. The only opinions rendered by us consist of those matters set forth in the paragraphs numbered (1) and (2) above, and no opinion may be implied or inferred beyond the opinions expressly stated. Our opinions expressed herein are as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinions expressed herein.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement, and to the reference to this law firm under the caption “Legal Matters” in the proxy statement / prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.

 

Exhibit 8.1

 

90 Park Avenue

New York, NY 10016

212-210-9400 | Fax: 212-210-9444

July 13, 2022

Terra Property Trust, Inc

550 Fifth Avenue, 6th Floor

New York, New York 10036

Re: Terra Property Trust, Inc. — Registration Statement on Form S-4, as amended (File No. 333- 265836)

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-4 (as amended or supplemented through the date hereof, the “Registration Statement”) of Terra Property Trust, Inc., a Maryland corporation (the Company“”), including the proxy statements / prospectus forming a part thereof, relating to the proposed transaction between the Company and Terra Income Fund 6, Inc., a Maryland corporation.

We have participated in the preparation of the discussion set forth in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” in the Registration Statement. In our opinion, such discussion of those consequences, insofar as it summarizes United States federal income tax law, and subject to the qualifications, exceptions, assumptions and limitations described therein, is accurate in all material respects.

We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Registration Statement, and to the reference to this law firm under the caption “Legal Matters” in the proxy statement / prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.

 

Exhibit 99.2

 

 

P.O. BOX 8016, CARY, NC 27512-9903 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: INTERNET Go To: www.proxypush.com/Terra Cast your vote online Have your Proxy Card ready Follow the simple instructions to record your vote PHONE Call 1-866-474-9826 Use any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions LIVE AGENT Call 1-844-559-1548 Speak to a live agent and vote on a recorded line MAIL Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid envelope provided You must register to attend the meeting online and/or participate at www.proxydocs.com/Terra PROXY TABULATOR PO BOX 8035 CARY, NC 27512-9916 Terra Income Fund 6, Inc. Special Meeting of Stockholders For Stockholders of record as of July 22, 2022 TIME: Monday, September 12, 2022 11:00 A.M., Local Time PLACE: The Special Meeting will be held virtually via a webcast. Please visit www.proxydocs.com/Terra for additional information. This proxy is being solicited on behalf of the Board of Directors The undersigned stockholder of Terra Income Fund 6, Inc., a Maryland corporation (the “Company”), hereby appoints Bernadette Murphy and Gregory M. Pinkus (the “Named Proxies”), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to attend the Special Meeting of Stockholders of the Company to be held on September 12, 2022, at 11:00 A.M., EST, via live webcast at www.proxydocs.com/Terra, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and any postponement or adjournment thereof and otherwise represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the Notice of Special Meeting of Stockholders and of the accompanying Proxy Statement, the terms of each which are incorporated herein by reference, and revokes any proxy heretofore given with respect to such meeting. The votes entitled to be cast by the undersigned will be cast as instructed below. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast “FOR” each of the proposals as described in the Proxy Statement. The votes entitled to be cast by the undersigned will be cast in the discretion of the Named Proxies on any other matter that may properly come before the meeting or any postponement or adjournment thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE

Terra Income Fund 6, Inc. Special Meeting of Stockholders Please make your marks like this: ☒ THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2, 3 AND 4 PROPOSAL FOR YOUR VOTE AGAINST ABSTAIN 1. To consider and vote on a proposal to approve the merger (the “Merger”) of Terra Income Fund 6, Inc. with and into Terra Merger Sub, LLC, a wholly owned subsidiary of Terra Property Trust, Inc. pursuant to the Agreement and Plan of Merger, dated as of May 2, 2022, as it may be amended or modified from time to time, by and among Terra Income Fund 6, Inc., Terra Property Trust, Inc., Terra Merger Sub, LLC, Terra Income Advisors, LLC and Terra REIT Advisors, LLC. ☐ ☐ ☐ 2. To consider and vote on a proposal to approve an amendment to the Terra Income Fund 6, Inc. charter deleting provisions related to certain “Roll-Up” transactions (the “Charter Amendment”). ☐ ☐ ☐ 3. To consider and vote on a proposal to approve the withdrawal by Terra Income Fund 6, Inc. of its election to be treated as a “business development company” under the Investment Company Act of 1940, as amended, pursuant to and in accordance with the requirements of the Investment Company Act of 1940, as amended (the“BDC Election Withdrawal”). ☐ ☐ ☐ 4. To consider and vote on a proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Merger, the Charter Amendment or the BDC Election Withdrawal. ☐ ☐ ☐ Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date