AG Twin Brook BDC, Inc.: M&A transaction — AG Twin Brook BDC acquired by TCAP for $20/share cash; special dividend of $0.7556 declared

AG Twin Brook BDC, Inc.

Merger with AG Twin Brook Capital Income Fund closed July 28, 2023; each share converted to $20 cash.
Total cash consideration ~$193 million, funded by $180M credit facility borrowings and $13M cash on hand.
Special dividend of $0.7556 per share declared July 27, payable July 28 to stockholders of record July 27.
Transaction approved by TCAP shareholders and AG Twin Brook BDC stockholders at July 18 special meetings.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

AG Twin Brook BDC, Inc. underwent a change of control involving AG Twin Brook Capital Income Fund for $20 per share in cash (closed 2023-07-28).

Action: change of control
Counterparty: AG Twin Brook Capital Income Fund
Consideration: $20 per share in cash
Closing: 2023-07-28

Exact text from the filing

of common stock, par value $0.001 per share, of the Company (the “Common Stock”) outstanding immediately prior to the Effective Time was converted into the right to receive $20 per share in cash, without interest (the “Per Share Consideration”), subject to any applicable withholding taxes. TCAP paid total cash consideration in connection with the

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Source: SEC EDGAR

accession 0001666384-23-000044

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