Terra Property Trust stockholders approve charter amendments enabling early Class B conversion and NASAA provisions

Terra Property Trust, Inc.

Stockholders voted 20,034,169.6 for vs 34,264 against; 82.5% quorum; approval of Second Articles.
Amendments allow Board to convert Class B Common Stock to Class A upon direct listing (Early Conversion).
Automatic conversion: 50% after 365 days, remainder after 545 days from Early Conversion.
Springing NASAA provisions trigger only if non-traded REIT IPO occurs; include independent director majority, leverage cap of 300% of net assets, and related-party transaction rules.
New tender offer provisions require SEC rule compliance for mini-tender offers; stockholders have rescission rights for non-compliant offers.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Terra Property Trust, Inc.: Filed Second Articles of Amendment and Restatement to permit earlier conversion of Class B Common Stock into Class A Common Stock upon a direct listing and to include springing provisions required by NASAA REIT Guidelines (effective 2023-12-01).

Change: charter amendment
Effective: 2023-12-01

Exact text from the filing

On December 1, 2023, Terra Property Trust, Inc., a Maryland corporation (the “Company”), filed the Second Articles of Amendment and Restatement of the Company (the “Second Articles”) with the State Department of Assessments and Taxation of Maryland (“SDAT”).

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Terra Property Trust, Inc. shareholders approved Approve the Second Articles of Amendment at the 2023-11-30 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-11-30

Exact text from the filing

Stockholders representing 20,094,102.6 shares, or 82.5%, of the 24,335,711 outstanding shares of Class B Common Stock were present in person or by proxy, constituting a quorum under applicable law. A summary of voting results with respect to the proposal is set forth below. Proposal 1. The Company’s stockholders voted on a proposal to approve the Second Articles. The votes with respect to the proposal to approve the Second Articles were as follows: Total Votes For Total Votes Against Abstentions Broker Non-Votes 20,034,169.6 34,264 25,669 0

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Terra Property Trust, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-123618

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