---
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"
generated_at: "2026-06-11T22:32:57.460308+00:00"
event_type: "m_and_a"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# TPT merger with WMC terminated; receives $3M termination fee

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-089265
- JSON: https://secwatch.observer/filing/0001104659-23-089265.json
- Plain text: https://secwatch.observer/filing/0001104659-23-089265.txt

## Key facts
- Material Agreements
  Terra Property Trust, Inc. terminated Agreement and Plan of Merger with Western Asset Mortgage Capital Corporation (effective 2023-08-08).
  - Action: termination
  - Agreement: merger
  - Counterparty: Western Asset Mortgage Capital Corporation
  - Effective: 2023-08-08
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1674356/000110465923089265/0001104659-23-089265-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.