N-2MEF 1 tm212707d10_n2mef.htm N-2MEF

 

As filed with the Securities and Exchange Commission on February 3, 2021

 

Securities Act File No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

  

FORM N-2

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

Pre-Effective Amendment No. ¨
Post-Effective Amendment No. ¨

 

 

 

TERRA INCOME FUND 6, INC.

(Exact name of registrant as specified in charter)

 

 

 

550 Fifth Avenue, 6th Floor

New York, NY 10036

(212) 753-5100

(Address and telephone number, including
area code, of principal executive offices)

 

Vikram S. Uppal

Terra Income Fund 6, Inc.

550 Fifth Avenue, 6th Floor

New York, NY 10036

 

 

 

COPIES TO:

 

 

Rosemarie A. Thurston

Martin H. Dozier

Michael J. Kessler

Alston & Bird LLP

1201 West Peachtree Street

Atlanta, GA 30309

Tel: (404) 881-7000

Fax: (404) 253-8447

Brad Shiffman

Thomas A. Cournoyer

Blank Rome LLP

1271 Avenue of the Americas

New York, NY 10021

Tel: (212) 885-5000

Fax: (212) 885-5001

  

 

 

 

Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.

 

  ¨ Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

 

  ¨ Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

 

  ¨ Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

 

  ¨ Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

 

  ¨ Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

 

It is proposed that this filing will become effective (check appropriate box):

 

  ¨ when declared effective pursuant to Section 8(c) of the Securities Act.

 

If appropriate, check the following box:

 

  ¨ This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

 

  x This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-251166.

 

  ¨ This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:                 .

 

  ¨ This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:              .

 

Check each box that appropriately characterizes the Registrant:

 

  ¨ Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

 

  x Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

 

  ¨ Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

 

  ¨ A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

 

  ¨ Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

 

  ¨ Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

 

  ¨ If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

 

  ¨ New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

 

 

​ CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 ​

 

Title of Securities Being Registered  Amount to be Registered   Proposed
Maximum
Offering Price
per Note		   Proposed Maximum
Aggregate Offering Price(1)(2)		   Amount of
Registration Fee		 
    % Notes due 20    $5,462,500    100%  $5,462,500   $595.96 

 

​(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, solely for the purpose of determining the registration fee.

 

(2) Includes notes that may be issued pursuant to the underwriters’ option to purchase additional notes.

 

 

 

Incorporation of Certain Information by Reference

 

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Terra Income Fund 6, Inc. (the “Registrant”) with the Securities and Exchange Commission, and hereby incorporates by reference into this Registration Statement the contents of the Registration Statement on Form N-2 (File No. 333-251166), including the preliminary prospectus and the exhibits thereto, initially filed on December 7, 2020, and declared effective on February 3, 2021, as amended by pre-effective amendments thereto.

 

 

EXHIBIT INDEX

 

(n)(1)*Consent of KPMG LLP

 

 

* Filed herewith. 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 3, 2021. 

 

  TERRA INCOME FUND 6, INC.
  By: /s/ Vikram S. Uppal
  Name: Vikram S. Uppal
  Title: Chairman of the Board, Chief Executive Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form N-2 has been signed below by the following persons in the capacities and on the dates indicated:

 

Signature  Title   Date 
         
/s/ Vikram S. Uppal  Chairman of the Board, Chief Executive Officer and President   February 3, 2021 
Vikram S. Uppal  (Principal Executive Officer)     
         
/s/ Gregory M. Pinkus  Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary   February 3, 2021 
Gregory M. Pinkus  (Principal Financial and Accounting Officer)     
         
*  Director   February 3, 2021 
Jeffrey M. Altman        
         
*  Director   February 3, 2021 
Spencer E. Goldenberg        
         
*  Director   February 3, 2021 
Robert E. Marks        

 

*By: /s/ Gregory M. Pinkus  
  Gregory M. Pinkus  
  Attorney-in-Fact