M&A - TPG Twin Brook Capital Income Fund
Form Type: CORRESP
Filing Date: 2023-06-16
Corporate Action: Merger
Type: Update
Accession Number: 000191372423000068
Filing Summary: This document concerns the AG Twin Brook Capital Income Fund and AG Twin Brook BDC, Inc. responding to comments from the SEC regarding their preliminary joint proxy statement. The proxy statement details an all-cash merger transaction articulated in previous submissions. The document outlines responses to SEC comments emphasizing revisions regarding defined terms, nature, and reasons for the transaction, as well as the expected impact on shareholders and associated costs. Key clarifications include the transparency of tax consequences, liquidity structure, proxy revocation rights, and relationships between parties involved. Additionally, the document clarifies that no incentive fee acceleration will occur and summarizes the responses to ensure shareholder understanding of the proposed changes in the proxy statement. The comments also address the diligence conducted regarding the merger and the affirmation that an external transaction involving TPG would not impact the merger agreement.
Document Link: View Document
Additional details:
Comment Number: 1
Response: Revised Proxy Statement to streamline disclosure.
Comment Number: 2
Response: Revised Letters to clarify details of the Transaction.
Comment Number: 8
Response: TCAP is a non-traded BDC intending quarterly tender offers, liquidity structure not a factor.
Comment Number: 14
Response: The TPG Transaction has no impact on the Merger Agreement or Proxy Statement.
Incentive Fee Acceleration: No acceleration of fees as a result of the Transaction.
Expenses And Fees: AGTB Advisor will pay or waive approximately $1.6 million in expenses prior to Transaction.
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