AGTB Private BDC: M&A transaction — AGTB Private BDC merges into AG Twin Brook Capital Income Fund, creating $800M non-traded BDC

AGTB Private BDC

Merger effective Jan 1, 2023; TCAP survives with over $800M in total assets and $530M in equity.
TCAP issued 20,943,030 Class I shares to former Private BDC shareholders in a 1:1 exchange.
Fund targets floating-rate senior secured loans to lower middle market (EBITDA < $25M) PE-backed companies.
Credit facilities of Private BDC assumed by TCAP in the merger.

item 1.01 item 2.01 item 8.01 item 9.01

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

AGTB Private BDC underwent a change of control involving AG Twin Brook Capital Income Fund (TCAP) (closed 2023-01-01).

Action: change of control
Counterparty: AG Twin Brook Capital Income Fund (TCAP)
Closing: 2023-01-01

Exact text from the filing

On January 1, 2023, AGTB Private BDC, a Delaware statutory trust (“Private BDC”), completed its merger (the “Merger”) with AG Twin Brook Capital Income Fund, a Delaware statutory trust (“TCAP”), with TCAP continuing as the surviving company.

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

AGTB Private BDC entered into Agreement and Plan of Merger with AG Twin Brook Capital Income Fund (effective 2022-12-30).

Action: entry
Agreement: merger
Counterparty: AG Twin Brook Capital Income Fund
Effective: 2022-12-30

Exact text from the filing

The Merger was completed pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated December 30, 2022, by and between TCAP and Private BDC.

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Source: SEC EDGAR

accession 0001913721-23-000006

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