---
schema_version: "secwatch.filing_event.v1"
accession: "0001913724-24-000017"
form_type: "8-K"
ticker: null
cik: "0001913724"
company_name: "TPG Twin Brook Capital Income Fund"
filed_at: "2024-03-25T23:59:59+00:00"
generated_at: "2026-06-04T08:47:18.766723+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# AG Twin Brook Capital Income Fund issues $240M senior notes and replaces auditor PwC with Deloitte

## Summary
- 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.

## SEC filing metadata
- accession: 0001913724-24-000017
- form_type: 8-K
- cik: 0001913724
- company_name: TPG Twin Brook Capital Income Fund
- filed_at: 2024-03-25T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 4.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1913724/000191372424000017/0001913724-24-000017-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1913724/000191372424000017/agci-20240319.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001913724-24-000017
- JSON: https://secwatch.observer/filing/0001913724-24-000017.json
- Plain text: https://secwatch.observer/filing/0001913724-24-000017.txt

## Key facts
- Auditor Changes
  TPG Twin Brook Capital Income Fund dismissed PricewaterhouseCoopers LLP as its auditor.
  - Action: dismissal
  - Auditor: PricewaterhouseCoopers LLP
  - Successor: Deloitte & Touche LLP
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1913724/000191372424000017/0001913724-24-000017-index.htm
- Debt Financings
  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
  source text: $150,000,000 aggregate principal amount of 7.78% Series A Senior Notes, Tranche B, due March 19, 2029
  evidence_url: https://www.sec.gov/Archives/edgar/data/1913724/000191372424000017/0001913724-24-000017-index.htm
- Debt Financings
  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
  source text: $90,000,000 aggregate principal amount of 7.69% Series A Senior Notes, Tranche A, due March 19, 2027
  evidence_url: https://www.sec.gov/Archives/edgar/data/1913724/000191372424000017/0001913724-24-000017-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1913724/000191372424000017/0001913724-24-000017-index.htm

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