TPG Twin Brook Capital Income Fund: debt financing — TPG Twin Brook issues $225M Series D notes in private placement (6.67%/7.03% coupons)

TPG Twin Brook Capital Income Fund

$225M aggregate: $50M Tranche A at 6.67% due 2029, $175M Tranche B at 7.03% due 2031.
Issued to qualified institutional investors in private placement; guaranteed by subsidiary Twin Brook Capital Funding XXXIII LLC.
Notes unsecured, rank pari passu; covenants include min shareholders' equity $1.25B+25% of net equity proceeds after Oct 2025.
Interest payable semiannually; optional redemption at par plus make-whole; change-in-control prepayment obligation.
Rating event triggers: 1% step-up on Below Investment Grade, 1.5% on Secured Debt Ratio, 2% if both.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

TPG Twin Brook Capital Income Fund incurred senior notes of $225,000,000 aggregate principal amount with qualified institutional investors at 6.67% per annum for Tranche A and 7.03% per annum for Tranche B maturing June 4, 2029 for Tranche A and June 4, 2031 for Tranche B.

Instrument: senior notes
Principal: $225,000,000 aggregate principal amount
Counterparty: qualified institutional investors
Rate: 6.67% per annum for Tranche A and 7.03% per annum for Tranche B
Maturity: June 4, 2029 for Tranche A and June 4, 2031 for Tranche B
Event: incurrence

Exact text from the filing

On June 4, 2026, TPG Twin Brook Capital Income Fund, a Delaware statutory trust (the “Company”), entered into a Third Supplement (the “Third Supplement”), to the Master Note Purchase Agreement dated as of March 19, 2024 (the “Note Purchase Agreement”), governing the issuance of $225,000,000 aggregate principal amount of Series D Notes consisting of (i) $50,000,000 aggregate principal amount of 6.67% Series D Senior Notes, Tranche A, due June 4, 2029 (the “Tranche A Notes”), and (ii) $175,000,000 aggregate principal amount of 7.03% Series D Senior Notes, Tranche B, due June 4, 2031 (the “Tranche B Notes,” together with the Tranche A Notes, the “Series D Notes”), to qualified institutional investors in a private placement.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TPG Twin Brook Capital Income Fund amended Third Supplement to Master Note Purchase Agreement with qualified institutional investors valued at $225,000,000 aggregate principal amount (effective 2026-06-04).

Action: amendment
Agreement: notes offering
Counterparty: qualified institutional investors
Value: $225,000,000 aggregate principal amount
Effective: 2026-06-04

Exact text from the filing

On June 4, 2026, TPG Twin Brook Capital Income Fund, a Delaware statutory trust (the “Company”), entered into a Third Supplement (the “Third Supplement”), to the Master Note Purchase Agreement dated as of March 19, 2024 (the “Note Purchase Agreement”), governing the issuance of $225,000,000 aggregate principal amount of Series D Notes

View on SEC.gov

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Source: SEC EDGAR

accession 0001628280-26-042189

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