v3.25.2
Stockholders' Equity
6 Months Ended
Jun. 30, 2025
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders' Equity
Series C Cumulative Redeemable Preferred Stock
On June 14, 2021, the Company received net proceeds of $194.4 million from the sale of the 8,050,000 shares of Series C Preferred Stock after deducting the underwriting discount and commissions of $6.3 million and issuance costs of $0.6 million. The Company used the net proceeds from the offering to partially fund the redemption of all of the outstanding shares of the Company’s Series B Preferred Stock. The Series C Preferred Stock is currently listed on the NYSE under the symbol “TRTX PRC.” In connection with the Series C Preferred Stock issuance the Company paid TPG Capital BD, LLC a $0.7 million underwriting discount and commission for its services as joint bookrunner. The underwriting discount and commission was settled net of the preferred stock issuance proceeds and recorded as a reduction to additional paid-in-capital in the Company’s consolidated statement of changes in equity at closing.
The Company’s Series C Preferred Stock has a liquidation preference of $25.00 per share. When, as, and if authorized by the Company’s Board of Directors and declared by the Company, dividends on Series C Preferred Stock will be payable quarterly in arrears on or about March 30, June 30, September 30, and December 30 of each year at a rate per annum equal to 6.25% per annum of the $25.00 per share liquidation preference ($1.5624 per share annually or $0.3906 per share quarterly). Dividends on the Series C Preferred Stock are cumulative. The first dividend on the Series C Preferred Stock was payable on September 30, 2021, and covered the period from, and including, June 14, 2021 to, but not including, September 30, 2021 and was in the amount of $0.4601 per share.
On and after June 14, 2026, the Company, at its option, upon not fewer than 30 days’ nor more than 60 days’ written notice, may redeem the Series C Preferred Stock, in whole, at any time, or in part, from time to time, for cash, at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) on such shares of Series C Preferred Stock to, but not including, the redemption date (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which shall be paid on the payment date notwithstanding prior redemption of such shares).
Upon the occurrence of a Change of Control event, the holders of Series C Preferred Stock have the right to convert their shares solely into common stock at their request and do not have the right to request that their shares convert into cash or a combination of cash and common stock. The Company, upon the occurrence of a Change of Control event, at its option, upon not fewer than 30 days’ nor more than 60 days’ written notice, may redeem the shares of Series C Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price equal to $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such shares).
Holders of Series C Preferred Stock have no voting rights except as set forth in the Articles Supplementary for the Series C Preferred Stock.
Series B Cumulative Redeemable Preferred Stock and Warrants to Purchase Shares of Common Stock
On May 28, 2020, the Company issued 9,000,000 shares of the Company's 11.0% Series B Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), and Warrants to purchase up to 12,000,000 shares of the Company's common stock to PE Holder L.L.C., a Delaware limited liability company (the “Purchaser”), an affiliate of Starwood Capital Group Global II, L.P., for an aggregate purchase price of $225.0 million. On June 16, 2021, the Company redeemed all 9,000,000 outstanding shares of the Series B Preferred Stock at an aggregate redemption price of approximately $247.5 million.
The Warrants were exercisable on a net settlement basis and would have expired on May 28, 2025. The Warrants were classified as equity and were initially recorded at their estimated fair value of $14.4 million with no subsequent remeasurement. On May 8, 2024, the Purchaser exercised all of the Warrants on a net settlement basis, and the Company issued 2,647,059 shares of the Company's common stock to the Purchaser. As of June 30, 2025, there were no Warrants outstanding.
Share Repurchase Program
On April 25, 2024, the Company's Board of Directors approved a share repurchase program pursuant to which the Company is authorized to repurchase up to $25.0 million of the Company's common stock. The repurchase program authorizes the repurchase of common stock from time to time on the open market or in privately negotiated transactions, including under 10b5-1 plans. During the three months ended June 30, 2025, the Company repurchased 1,658,317 shares of common stock, at a weighted average price of $7.52 per share, for total consideration (including commissions and related fees) of $12.5 million. The Company repurchased 2,038,185 shares of common stock, at a weighted average price of $7.68 per share, for total consideration (including commissions and related fees) of $15.7 million during the six months ended June 30, 2025. As of June 30, 2025, the Company had $9.3 million of remaining capacity under its share repurchase program. See Note 16 for details regarding the Company's repurchases of shares of common stock during the period from July 1, 2025 through July 25, 2025.
Dividends
Upon the approval of the Company’s Board of Directors, the Company accrues dividends. The Company intends to distribute each year not less than 90% of its taxable income to its stockholders to comply with the REIT provisions of the Internal Revenue Code. The Board of Directors will determine whether to pay future dividends, entirely in cash, or in a combination of stock and cash based on facts and circumstances at the time such decisions are made.
On June 13, 2025, the Company’s Board of Directors declared and approved a cash dividend of $0.24 per share of common stock, or $19.5 million in the aggregate, for the second quarter of 2025. The common stock dividend was paid on July 25, 2025 to the holders of record of the Company’s common stock as of June 27, 2025.
On June 10, 2025, the Company’s Board of Directors declared a cash dividend of $0.3906 per share of Series C Preferred Stock, or $3.1 million in the aggregate, for the second quarter of 2025. The Series C Preferred Stock dividend was paid on June 30, 2025 to the preferred stockholders of record as of June 20, 2025.
On June 17, 2024, the Company’s Board of Directors declared and approved a cash dividend of $0.24 per share of common stock, or $19.8 million in the aggregate, for the second quarter of 2024. The common stock dividend was paid on July 25, 2024 to the holders of record of the Company’s common stock as of June 27, 2024.
On June 7, 2024, the Company’s Board of Directors declared a cash dividend of $0.3906 per share of Series C Preferred Stock, or $3.1 million in the aggregate, for the second quarter of 2024. The Series C Preferred Stock dividend was paid on June 28, 2024 to the preferred stockholders of record as of June 18, 2024.
For the six months ended June 30, 2025 and 2024, common stock dividends in the amount of $39.4 million and $39.0 million, respectively, were declared and approved.
For the six months ended June 30, 2025 and 2024, Series C Preferred Stock dividends in the amount of $6.3 million and $6.3 million, respectively, were declared and approved.
As of June 30, 2025 and December 31, 2024, common stock dividends of $19.5 million and $20.0 million, respectively, were unpaid and are reflected in dividends payable on the Company’s consolidated balance sheets.