TPTS · Terra Property Trust, Inc.

This transaction represents a strategic refinancing and balance sheet strengthening initiative by Terra Property Trust, Inc. The Company exchanged near-term maturing unsecured debt — $24.03M of its own 6.00% notes due June 2026 and $1.55M of its wholly owned subsidiary’s 7.00% notes due March 2026 — for $25.58M of new 7.00% Senior Secured Notes maturing in March 2029. Critically, the new notes are secured by perfected liens on equity interests in 18 specified subsidiaries, including Boundary Pref LLC, Howell Lendco LLC, Maspen MS I LLC, and others explicitly named in the filing. This shift from unsecured to secured status enhances creditor priority and mitigates near-term refinancing risk. The introduction of a Collateral Coverage Ratio covenant (minimum 1.35:1.00) ties key corporate actions — such as issuing additional debt or paying dividends beyond 90% of taxable income — directly to collateral adequacy, imposing structural discipline on capital allocation. Monthly interest payments starting April 30, 2026 introduce a new cash flow cadence. Redemption terms — 101% premium before December 31, 2026 and par thereafter — provide flexibility while signaling confidence in near-term liquidity. The absence of a change-of-control put further underscores the stability-oriented design of the structure. For investors, this exchange materially extends debt maturities, improves security positioning, and embeds enforceable financial covenants — all without dilution or equity issuance.