Capital

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Capital

Note 9. Capital

As of September 30, 2022, Terra BDC had 8,149,311 shares of common stock outstanding.

Share Repurchase Program

    Terra BDC implemented a share repurchase program whereby every quarter Terra BDC offered to repurchase up to 2.5% of the weighed-average number of shares outstanding in the prior calendar year at a price per share equal to the most recently disclosed NAV per share of its common stock immediately prior to the date of repurchase. The purpose of the share repurchase program was to provide stockholders with liquidity, because there was otherwise no public market for Terra BDC’s common stock. The Terra BDC Board was permitted to amend, suspend or terminate the share repurchase program upon 30 days’ notice. On March 25, 2020, the Terra BDC Board unanimously approved the suspension of the operation of the share repurchase program, effective as of April 30, 2020. On May 11, 2021, the Terra BDC Board unanimously approved the resumption of the share repurchase program effective as of June 30, 2021. On March 30, 2022, the Terra BDC Board unanimously approved the suspension of the operation of the share repurchase program, effective as of April 30, 2022.

The following table provides information with respect to the repurchases of Terra BDC’s common stock for the year ended December 31, 2021. There were no shares repurchased for the nine months ended September 30, 2022.

Period	Total Number of Shares Repurchased	Average Price Paid per Share		Maximum Number of Shares Allowed to be Repurchased
Year Ended December 31, 2021:
Three Months Ended March 31, 2021	—	—		—
Three Months Ended June 30, 2021	682	$	9.07	—
Three Months Ended September 30, 2021 (1)(2)	209,978	$	9.03	207,656
Three Months Ended December 31, 2021 (3)(4)	208,904	$	9.00	207,656

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(1)A total of 846,743 shares were validly tendered and not withdrawn, an amount that exceeded the maximum number of shares Terra BDC offered to purchase. In accordance with the terms of the tender offer, Terra BDC purchased on a pro rata basis a total of 207,646 shares validly tendered and not withdrawn. Approximately 24.5% of the number of shares tendered by each stockholder who participated in the tender offer was repurchased by Terra BDC.

(2)Subsequent to the close of the tender offer, Terra BDC discovered an administrative error in which a tender request was not processed. Terra BDC honored the tender request in October and accordingly another 2,332 shares were repurchased.

(3)A total of 653,098 shares were validly tendered and not withdrawn, an amount that exceeded the maximum number of shares Terra BDC offered to purchase. In accordance with the terms of the tender offer, Terra BDC purchased on a pro rata basis a total of 207,652 shares validly tendered and not withdrawn. Approximately 31.8% of the number of shares tendered by each stockholder who participated in the tender offer was repurchased by us.

(4)Subsequent to the close of the tender offer, Terra BDC discovered an administrative error in which two tender requests were not processed. Terra BDC honored the tender requests in January 2022 and accordingly another 1,252 shares were repurchased.