Terra Property Trust enters merger agreement with Western Asset Mortgage; TPT holders get WMC convertible shares

Terra Property Trust, Inc.

Per share exchange ratio based on adjusted book values of TPT and WMC as of determination date; no fixed cash price.
WMC will pay $7M termination fee to its external manager; reciprocal termination fees: $3M (WMC) and $6M (TPT).
Mavik Capital Management affiliate commits up to $4M of open-market share purchases post-close to support WMC Class A trading.
New management agreement with Terra REIT Advisers effective at closing: 1.5% quarterly base fee plus 20% incentive fee over 7% hurdle.
Closing expected by March 21, 2024; subject to stockholder approvals, SEC registration, and other conditions.

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