TPG Twin Brook Capital Income Fund: auditor change — AG Twin Brook Capital Income Fund issues $240M senior notes and replaces auditor PwC with Deloitte

TPG Twin Brook Capital Income Fund

Issued $90M 7.69% Series A Senior Notes Tranche A due 2027 and $150M 7.78% Tranche B due 2029.
Notes rank pari passu with unsecured unsubordinated debt; guaranteed by subsidiary Twin Brook Capital Funding XXXIII.
Covenants include minimum shareholders' equity $560M plus 25% of equity proceeds, net worth $250M, asset coverage 1.50x.
Dismissed PwC as independent auditor; appointed Deloitte effective after 2023 audit completion on March 20, 2024.
No disagreements with PwC during fiscal years 2022 and 2023; change due to TPG's acquisition of Angelo Gordon.

item 1.01 item 2.03 item 4.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Auditor Changes SEC 8-K Item 4.01/4.02 confidence 0.9

TPG Twin Brook Capital Income Fund dismissed PricewaterhouseCoopers LLP as its auditor.

Action: dismissal
Auditor: PricewaterhouseCoopers LLP
Successor: Deloitte & Touche LLP

Exact text from the filing

On March 19, 2024, the Audit Committee of the Board of Trustees of the Company dismissed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm and approved the appointment of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, in each instance effective upon PwC’s completion of the audit of the Company’s financial statements as of and for the fiscal year ended December 31, 2023, which occurred on March 20, 2024.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

TPG Twin Brook Capital Income Fund incurred senior notes of $150,000,000 aggregate principal amount of 7.78% Series A Senior Notes, Tranche B, due March 19, 2029 with qualified institutional investors at 7.78% per annum maturing March 19, 2029.

Instrument: senior notes
Principal: $150,000,000 aggregate principal amount of 7.78% Series A Senior Notes, Tranche B, due March 19, 2029
Counterparty: qualified institutional investors
Rate: 7.78% per annum
Maturity: March 19, 2029
Event: incurrence

Exact text from the filing

$150,000,000 aggregate principal amount of 7.78% Series A Senior Notes, Tranche B, due March 19, 2029

View on SEC.gov

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

TPG Twin Brook Capital Income Fund incurred senior notes of $90,000,000 aggregate principal amount of 7.69% Series A Senior Notes, Tranche A, due March 19, 2027 with qualified institutional investors at 7.69% per annum maturing March 19, 2027.

Instrument: senior notes
Principal: $90,000,000 aggregate principal amount of 7.69% Series A Senior Notes, Tranche A, due March 19, 2027
Counterparty: qualified institutional investors
Rate: 7.69% per annum
Maturity: March 19, 2027
Event: incurrence

Exact text from the filing

$90,000,000 aggregate principal amount of 7.69% Series A Senior Notes, Tranche A, due March 19, 2027

View on SEC.gov

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

TPG Twin Brook Capital Income Fund entered into Note Purchase Agreement with qualified institutional investors valued at $90,000,000 aggregate principal amount of 7.69% Series A Senior Notes, Tranche A, due March 19, 2027 (effective 2024-03-19).

Action: entry
Agreement: notes offering
Counterparty: qualified institutional investors
Value: $90,000,000 aggregate principal amount of 7.69% Series A Senior Notes, Tranche A, due March 19, 2027
Effective: 2024-03-19

Exact text from the filing

On March 19, 2024, AG Twin Brook Capital Income Fund, a Delaware statutory trust (the “Company”), entered into a Note Purchase Agreement (the “Note Purchase Agreement”), governing the issuance of $90,000,000 aggregate principal amount of 7.69% Series A Senior Notes, Tranche A, due March 19, 2027 (the “Tranche A Notes”) and $150,000,000 aggregate principal amount of 7.78% Series A Senior Notes, Tranche B, due March 19, 2029 (the “Tranche B Notes” and, together with the Tranche A Notes, the “Notes”), to qualified institutional investors in a private placement.

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Source: SEC EDGAR

accession 0001913724-24-000017

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