Tender Offer - TPG Twin Brook Capital Income Fund

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Form Type: SC TO-I/A

Filing Date: 2025-05-06

Corporate Action: Tender-offer

Type: Update

Accession Number: 000191372425000040

Filing Summary: TPG Twin Brook Capital Income Fund has filed an amendment to its Issuer Tender Offer Statement relating to an offer to purchase up to 3,046,286 of its outstanding shares of beneficial interest. The amendment corrects certain information previously filed in the Original Final Amendment on April 29, 2025. The offer expired on April 25, 2025, with 1,248,893 shares validly tendered. The Fund accepted 100% of these shares and will pay a total of $31,529,688 in cash to the tendering shareholders, based on a net asset value of $25.29 per share as of the valuation date, March 31, 2025. This amendment does not modify any previously reported information in the Statement or the Transmittal Letter.

Additional details:

Date Tender Offer First Published: 2025-03-28


Offer Expiration Date: 2025-04-25


Shares Tendered: 1248893


Total Cash Payment: 31529688


Net Asset Value Per Share: 25.29


Form Type: SC TO-I

Filing Date: 2025-03-28

Corporate Action: Tender-offer

Type: New

Accession Number: 000191372425000023

Filing Summary: TPG Twin Brook Capital Income Fund is initiating a tender offer for up to 3,046,286 Shares comprising Class I, Class D, and Class S Shares of Beneficial Interest as part of its Offer to Purchase. This offer is being made to shareholders and is aimed at purchasing approximately 5% of the Fund’s outstanding shares as of December 31, 2024. The tender offer is scheduled to expire on April 25, 2025, unless extended. The purchase price will be determined based on the net asset value as of March 31, 2025, and payments for accepted shares are expected to be completed by May 2, 2025. The document includes detailed information about the issuer, the nature of the transaction, and guidelines for tendering shares by shareholders. The Fund, organized as a Delaware statutory trust, is regulated as a business development company under the Investment Company Act of 1940.

Additional details:

Title Of Class Of Securities: Class I, Class D and Class S Shares of Beneficial Interest


Cusip Numbers: 00840T100, 00792H203, and 00792H104


Total Class I Shares Outstanding: 57,123,580


Total Class S Shares Outstanding: 3,729,761


Total Class D Shares Outstanding: 72,378


Total Shares Tendered: 3,046,286


Expiration Date: 2025-04-25


Payment Date: 2025-05-02


Form Type: SC TO-I/A

Filing Date: 2025-01-31

Corporate Action: Tender-offer

Type: Update

Accession Number: 000191372425000003

Filing Summary: This document is a Final Amendment to the Tender Offer Statement originally filed on December 30, 2024, by TPG Twin Brook Capital Income Fund. The Fund offered to purchase up to 2,784,591 shares of its outstanding beneficial interest, specifically Class I, Class D, and Class S shares, at a price equivalent to the net asset value per share as of December 31, 2024. The offer expired on January 29, 2025, with 259,681 shares validly tendered. The Fund accepted 100% of the validly tendered shares, resulting in a total net asset value of $6,569,122 for the shares tendered. The total cash payment to shareholders for the shares will be $6,564,644, calculated as the net asset value minus any early repurchase deductions. Payment will be made within five business days following the expiration of the offer.

Additional details:

Tender Offer Price: 25.30


Net Asset Value Tendered: 6569122


Total Payment To Shareholders: 6564644


Shares Validly Tendered: 259681


Form Type: SC TO-I

Filing Date: 2024-12-30

Corporate Action: Tender-offer

Type: New

Accession Number: 000191372424000114

Filing Summary: TPG Twin Brook Capital Income Fund has filed a Tender Offer Statement pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. The Tender Offer is for Class I, Class D, and Class S Shares of Beneficial Interest. The Fund intends to purchase up to 2,784,591 Shares, representing approximately 5% of the total outstanding Shares as of September 30, 2024. The tender offer is set to expire on January 29, 2025, and the purchase price will be determined based on the net asset value of the Shares as of December 31, 2024. Payments for accepted Shares will be made in cash, with the payment date expected to be February 5, 2025. The statement includes details on Shareholder communications, terms of the offer, and the identity of the filing parties, including contact information for authorized persons. It specifies that the Fund, as a non-diversified, closed-end management investment company regulated under the Investment Company Act of 1940, is offering this tender to facilitate liquidity for its Shareholders. The Fund is not obligated to make purchase offers periodically, but it may recommend quarterly purchases to its Board of Trustees.

Additional details:

Title Of Class Of Securities: Class I, Class D and Class S Shares of Beneficial Interest


Cusip Number: 00840T100, 00792H203, and 00792H104


Fund Management Address: 245 Park Avenue, 26th Floor, New York, New York 10167


Total Class I Shares Outstanding: 52,561,994


Total Class S Shares Outstanding: 3,084,929


Total Class D Shares Outstanding: 44,892


Offer Amount: 2,784,591


Expected Payment Date: 2025-02-05


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