{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-089265","form_type":"8-K","ticker":"TPTA","cik":"0001674356","company_name":"Terra Property Trust, Inc.","filed_at":"2023-08-09T23:59:59+00:00","discovered_at":"2026-05-14T18:03:34.811523+00:00","generated_at":"2026-06-11T22:32:57.460308+00:00","sec_items":["1.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"negative","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"TPT merger with WMC terminated; receives $3M termination fee","bullets":["WMC terminated merger on Aug 8, 2023 after receiving superior proposal from AG Mortgage Investment Trust (MITT).","TPT received termination fee of $3 million per merger agreement terms.","TPT continues to be managed by Terra REIT Advisors (TRA) under existing management agreement.","Chairman & CEO Vik Uppal expressed disappointment; TPT remains focused on maximizing stockholder value."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-089265","json":"https://secwatch.observer/filing/0001104659-23-089265.json","markdown":"https://secwatch.observer/filing/0001104659-23-089265.md","text":"https://secwatch.observer/filing/0001104659-23-089265.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1674356/000110465923089265/0001104659-23-089265-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1674356/000110465923089265/tm2323207d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T22:32:57.460308+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"727596aa28a2da538fa32be89a94e201f1004727","claim":"Terra Property Trust, Inc. terminated Agreement and Plan of Merger with Western Asset Mortgage Capital Corporation (effective 2023-08-08).","evidence_excerpt":"x Item 1.02. Termination of a Material Definitive Agreement. As previously disclosed, on June 27, 2023, Terra Property Trust, Inc., a Maryland coroporation (“TPT”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Western Asset Mortgage Capital Corporation, a Delaware corporation (“WMC”). On July 27, 2023, WMC notified TPT that its board of directors determined that a proposal from AG Mortgage Investment Trust, Inc. (“MITT”) to acquire WMC was a “Parent Superior Proposal” under the Merger Agreement and that WMC’s board of directors intended to terminate the Merger Agreement unless WMC received a revised proposal from TPT by a specified deadline such that the WMC board of directors determined that MITT’s proposal was no longer a “Parent Superior Proposal.” On August 8, 2023, WMC terminated the Merger Agreement pursuant to its terms (the “Termination”), and TPT was paid a termination fee of $3,000,000.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1674356/000110465923089265/0001104659-23-089265-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Western Asset Mortgage Capital Corporation"},{"label":"Effective","value":"2023-08-08"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}