---
schema_version: "secwatch.filing_event.v1"
accession: "0001913724-23-000006"
form_type: "8-K"
ticker: null
cik: "0001913724"
company_name: "TPG Twin Brook Capital Income Fund"
filed_at: "2023-01-05T23:59:59+00:00"
generated_at: "2026-06-20T19:53:14.503851+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# AG Twin Brook Capital Income Fund completes merger with Private BDC, launches with >$800M assets

## Summary
- Issued 20,943,030 Class I shares to former Private BDC shareholders; post-merger outstanding shares ~20.95M.
- Post-merger equity ~$530M, total assets >$800M, total investment commitments >$1B.
- Assumed two credit facilities: MSPV ($500M, SOFR+2.50%, matures 2027) and ASPV ($300M, SOFR+2.875%, matures 2027).
- Amended declaration of trust requires >50% shareholder vote for future mergers.
- Private BDC had net assets $305.2M, NAV $25.41 as of Sept 30, 2022; net investment income $4.35M in Q3 2022.

## SEC filing metadata
- accession: 0001913724-23-000006
- form_type: 8-K
- cik: 0001913724
- company_name: TPG Twin Brook Capital Income Fund
- filed_at: 2023-01-05T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1913724/000191372423000006/0001913724-23-000006-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1913724/000191372423000006/agtwinbrookcapitalincomefu.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001913724-23-000006
- JSON: https://secwatch.observer/filing/0001913724-23-000006.json
- Plain text: https://secwatch.observer/filing/0001913724-23-000006.txt

## Key facts
- Governance Changes
  TPG Twin Brook Capital Income Fund: Amended declaration of trust to require shareholder vote of more than 50% of outstanding shares for future mergers or reorganizations (effective 2023-01-01).
  - Change: charter amendment
  - Effective: 2023-01-01
  source text: Amended Declaration of Trust Immediately following the Merger on January 1, 2023, the Board of TCAP, as the combined surviving entity, adopted the Second Amended and Restated Agreement and Declaration of Trust (the “Second Amended and Restated Declaration of Trust”). As amended, the Second Amended and Restated Declaration of Trust, provides that future mergers or other reorganizations of TCAP shall require the affirmative vote by the holders of more than 50% of the outstanding common shares of beneficial interest of TCAP entitled to vote on the matter.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1913724/000191372423000006/0001913724-23-000006-index.htm
- Governance Changes
  TPG Twin Brook Capital Income Fund: Amended bylaws to clarify applicability of Omnibus Guidelines Statement of Policy to rights of trustees, officers, employees and agents (effective 2023-01-01).
  - Change: bylaw amendment
  - Effective: 2023-01-01
  source text: Amended Bylaws On December 30, 2022, the Board of TCAP, as the combined surviving entity, adopted the Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective January 1, 2023. As amended, the Amended and Restated Bylaws clarifies the applicability of the Omnibus Guidelines Statement of Policy adopted by the North American Securities Administrators Association on March 29, 1992, and as amended on May 7, 2007 and from time to time, to certain rights of trustees, officers, employees and agents.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1913724/000191372423000006/0001913724-23-000006-index.htm
- M&A Transactions
  TPG Twin Brook Capital Income Fund completed an acquisition involving AGTB Private BDC (closed 2023-01-01).
  - Action: acquisition
  - Counterparty: AGTB Private BDC
  - Closing: 2023-01-01
  source text: On January 1, 2023, AG Twin Brook Capital Income Fund, a Delaware statutory trust (“TCAP”), completed its merger (the “Merger”) with AGTB Private BDC, a Delaware statutory trust (“Private BDC”), with TCAP continuing as the surviving company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1913724/000191372423000006/0001913724-23-000006-index.htm
- Material Agreements
  TPG Twin Brook Capital Income Fund entered into Agreement and Plan of Merger with AGTB Private BDC (effective 2022-12-30).
  - Action: entry
  - Agreement: merger
  - Counterparty: AGTB Private BDC
  - Effective: 2022-12-30
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1913724/000191372423000006/0001913724-23-000006-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.