United States securities and exchange commission logo
May 12, 2021
Vikram S. Uppal
Chief Executive Officer
Terra Property Trust, Inc.
550 Fifth Avenue, 6th Floor
New York, NY 10036
Re: Terra Property
Trust, Inc.
Registration
Statement on Form S-11
Filed April 16,
2021
File No. 333-255321
Dear Mr. Uppal:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-11 Filed April 16, 2021
General
1. We note your cover page
discloses general liabilities of $46 million as of December 31,
2020 which will rank
pari passu with your notes. Please similarly quantify the total
amount of indebtedness
senior to these notes.
Policies with Respect to Certain Activities and Market Risk
Quantitative and Qualitative Disclosures About Market Risk, page 50
2. In this section you
state that in the event LIBOR is unavailable, your investment
documents provide for a
substitute index intended to put you in substantially the same
economic position. This
language appears inconsistent with your disclosure on page 25,
which indicates that
some of your debt and loan assets may not include robust fallback
Vikram S. Uppal
Terra Property Trust, Inc.
May 12, 2021
Page 2
language that would facilitate replacing LIBOR with a clearly defined
alternative
reference rate after LIBOR s discontinuation. Please revise to
reconcile these statements
and clarify if the company has material exposure to risks associated
with the expected
discontinuation of LIBOR based on debt or assets that do not have robust
fallback
language.
Description of the Notes
Indenture Provisions - Ranking, page 61
3. Please revise to clarify how your notes rank compared to your
obligations under both
participation agreements and the A-note, which totaled $89.5 million as
of December 31,
2020.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jeffrey Lewis at (202) 551-6216 or Shannon Menjivar at
(202) 551-
3856 if you have questions regarding the financial statements and related
matters. Please contact
Christopher Dunham at (202) 551-3783 or Kim McManus at (202) 551-3215 with any
other
questions.
Sincerely,
FirstName LastNameVikram S. Uppal
Division of
Corporation Finance
Comapany NameTerra Property Trust, Inc.
Office of Real
Estate & Construction
May 12, 2021 Page 2
cc: Daniel B. Honeycutt, Esq.
FirstName LastName