000191372412-312024Q2falsexbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:pureiso4217:CADtcap:component00019137242024-01-012024-06-300001913724tcap:CommonClassIMember2024-08-120001913724tcap:CommonClassSMember2024-08-120001913724tcap:CommonClassDMember2024-08-120001913724us-gaap:InvestmentUnaffiliatedIssuerMember2024-06-300001913724us-gaap:InvestmentUnaffiliatedIssuerMember2023-12-310001913724us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-06-300001913724us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-12-3100019137242024-06-3000019137242023-12-310001913724us-gaap:CommonStockMembertcap:CommonClassIMember2024-06-300001913724us-gaap:CommonStockMembertcap:CommonClassIMember2023-12-310001913724tcap:CommonClassIMember2024-06-300001913724tcap:CommonClassIMember2023-12-310001913724us-gaap:CommonStockMembertcap:CommonClassSMember2024-06-300001913724us-gaap:CommonStockMembertcap:CommonClassSMember2023-12-310001913724tcap:CommonClassSMember2024-06-300001913724tcap:CommonClassSMember2023-12-310001913724us-gaap:CommonStockMembertcap:CommonClassDMember2024-06-300001913724us-gaap:CommonStockMembertcap:CommonClassDMember2023-12-310001913724tcap:CommonClassDMember2024-06-300001913724tcap:CommonClassDMember2023-12-310001913724us-gaap:InvestmentUnaffiliatedIssuerMember2024-04-012024-06-300001913724us-gaap:InvestmentUnaffiliatedIssuerMember2023-04-012023-06-300001913724us-gaap:InvestmentUnaffiliatedIssuerMember2024-01-012024-06-300001913724us-gaap:InvestmentUnaffiliatedIssuerMember2023-01-012023-06-3000019137242024-04-012024-06-3000019137242023-04-012023-06-3000019137242023-01-012023-06-300001913724tcap:CommonClassSMember2024-04-012024-06-300001913724tcap:CommonClassSMember2023-04-012023-06-300001913724tcap:CommonClassSMember2024-01-012024-06-300001913724tcap:CommonClassSMember2023-01-012023-06-300001913724tcap:CommonClassDMember2024-04-012024-06-300001913724tcap:CommonClassDMember2023-04-012023-06-300001913724tcap:CommonClassDMember2024-01-012024-06-300001913724tcap:CommonClassDMember2023-01-012023-06-300001913724us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-04-012024-06-300001913724us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-04-012023-06-300001913724us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-01-012024-06-300001913724us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-01-012023-06-300001913724tcap:CommonClassIMember2024-04-012024-06-300001913724tcap:CommonClassIMember2023-04-012023-06-300001913724tcap:CommonClassIMember2024-01-012024-06-300001913724tcap:CommonClassIMember2023-01-012023-06-3000019137242024-03-3100019137242023-03-3100019137242022-12-3100019137242023-06-300001913724Mattco Forge, Inc., First lien senior secured revolving loan2024-06-300001913724Mattco Forge, Inc., First lien senior secured term loan2024-06-300001913724tcap:AerospaceAndDefenseMember2024-06-300001913724Load One Purchaser Corporation, First lien senior secured delayed draw term loan2024-06-300001913724Load One Purchaser Corporation, First lien senior secured revolving loan2024-06-300001913724Load One Purchaser Corporation, First lien senior secured term loan2024-06-300001913724Zipline Logistics, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Zipline Logistics, LLC, First lien senior secured revolving loan2024-06-300001913724Zipline Logistics, LLC, First lien senior secured term loan2024-06-300001913724tcap:AirFreightAndLogisticsSectorMember2024-06-300001913724A.P.A. Industries, LLC, First lien senior secured revolving loan2024-06-300001913724A.P.A. Industries, LLC, First lien senior secured term loan2024-06-300001913724AvCarb, LLC, First lien senior secured delayed draw term loan2024-06-300001913724AvCarb, LLC, First lien senior secured revolving loan2024-06-300001913724AvCarb, LLC, First lien senior secured term loan2024-06-300001913724Bestop, Inc, First lien senior secured delayed draw term loan2024-06-300001913724Bestop, Inc, First lien senior secured revolving loan2024-06-300001913724Bestop, Inc, First lien senior secured term loan2024-06-300001913724Certified Collision Group Acquisition Corp, First lien senior secured revolving loan2024-06-300001913724Certified Collision Group Acquisition Corp, First lien senior secured term loan2024-06-300001913724Raneys, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Raneys, LLC, First lien senior secured revolving loan2024-06-300001913724Raneys, LLC, First lien senior secured term loan2024-06-300001913724Vehicle Accessories, Inc, First lien senior secured revolving loan2024-06-300001913724Vehicle Accessories, Inc., First lien senior secured term loan2024-06-300001913724us-gaap:AutomotiveSectorMember2024-06-300001913724AM Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724AM Buyer, LLC, First lien senior secured term loan2024-06-300001913724Answer Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724Answer Acquisition, LLC, First lien senior secured term loan2024-06-300001913724Custom Agronomics Holdings, LLC, First lien senior secured revolving loan2024-06-300001913724Custom Agronomics Holdings, LLC, First lien senior secured term loan 12024-06-300001913724Custom Agronomics Holdings, LLC, First lien senior secured term loan 22024-06-300001913724Polycorp Ltd, First lien senior secured delayed draw term loan2024-06-300001913724Polycorp Ltd, First lien senior secured revolving loan2024-06-300001913724Polycorp Ltd, First lien senior secured term loan2024-06-300001913724Teel Plastics, LLC, First lien senior secured revolving loan2024-06-300001913724Teel Plastics, LLC, First lien senior secured term loan2024-06-300001913724USALCO, LLC, First lien senior secured revolving loan2024-06-300001913724USALCO, LLC, First lien senior secured term loan2024-06-300001913724us-gaap:ChemicalsSectorMember2024-06-300001913724Alliance Environmental Group, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Alliance Environmental Group, LLC, First lien senior secured revolving loan2024-06-300001913724Alliance Environmental Group, LLC, First lien senior secured term loan2024-06-300001913724Edko Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724Edko Acquisition, LLC, First lien senior secured term loan2024-06-300001913724Franchise Fastlane, LLC, First lien senior secured revolving loan2024-06-300001913724Franchise Fastlane, LLC, First lien senior secured term loan2024-06-300001913724Gold Medal Holdings, Inc, First lien senior secured delayed draw term loan2024-06-300001913724Gold Medal Holdings, Inc, First lien senior secured revolving loan2024-06-300001913724Gold Medal Holdings, Inc, First lien senior secured term loan2024-06-300001913724Green Monster Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724Green Monster Acquisition, LLC, First lien senior secured term loan2024-06-300001913724HLSG Intermediate, LLC, First lien senior secured delayed draw term loan2024-06-300001913724HLSG Intermediate, LLC, First lien senior secured revolving loan2024-06-300001913724HLSG Intermediate, LLC, First lien senior secured term loan2024-06-300001913724Industrial Air Flow Dynamics, Inc, First lien senior secured revolving loan2024-06-300001913724Industrial Air Flow Dynamics, Inc, First lien senior secured term loan2024-06-300001913724Nimlok Company, LLC, First lien senior secured revolving loan2024-06-300001913724Nimlok Company, LLC, First lien senior secured term loan 12024-06-300001913724Nimlok Company, LLC, First lien senior secured term loan 22024-06-300001913724PRA Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724PRA Acquisition, LLC, First lien senior secured term loan2024-06-300001913724Quality Liaison Services of North America, Inc, First lien senior secured revolving loan2024-06-300001913724Quality Liaison Services of North America, Inc, First lien senior secured term loan2024-06-300001913724Steel City Wash, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Steel City Wash, LLC, First lien senior secured revolving loan2024-06-300001913724Steel City Wash, LLC, First lien senior secured term loan2024-06-300001913724us-gaap:CommercialAndIndustrialSectorMember2024-06-300001913724BCI Burke Holding Corp, First lien senior secured delayed draw term loan2024-06-300001913724BCI Burke Holding Corp, First lien senior secured revolving loan2024-06-300001913724BCI Burke Holding Corp, First lien senior secured term loan2024-06-300001913724CPS HVAC Group, LLC, First lien senior secured delayed draw term loan2024-06-300001913724CPS HVAC Group, LLC, First lien senior secured revolving loan2024-06-300001913724CPS HVAC Group, LLC, First lien senior secured term loan2024-06-300001913724Domino Equipment Company, LLC, First lien senior secured revolving loan2024-06-300001913724Domino Equipment Company, LLC, First lien senior secured term loan2024-06-300001913724Highland Acquisition, Inc, First lien senior secured revolving loan2024-06-300001913724Highland Acquisition, Inc, First lien senior secured term loan2024-06-300001913724Ironhorse Purchaser, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Ironhorse Purchaser, LLC, First lien senior secured revolving loan2024-06-300001913724Ironhorse Purchaser, LLC, First lien senior secured term loan2024-06-300001913724Rose Paving, LLC, First lien senior secured revolving loan2024-06-300001913724Rose Paving, LLC, First lien senior secured term loan2024-06-300001913724us-gaap:ConstructionSectorMember2024-06-300001913724Bulk Lift International, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Bulk Lift International, LLC, First lien senior secured revolving loan2024-06-300001913724Bulk Lift International, LLC, First lien senior secured term loan2024-06-300001913724Innovative FlexPak, LLC, First lien senior secured revolving loan2024-06-300001913724Innovative FlexPak, LLC, First lien senior secured term loan 12024-06-300001913724Innovative FlexPak, LLC, First lien senior secured term loan 22024-06-300001913724Johns Byrne LLC, First lien senior secured delayed draw term loan2024-06-300001913724Johns Byrne LLC, First lien senior secured revolving loan2024-06-300001913724Johns Byrne LLC, First lien senior secured term loan2024-06-300001913724K-1 Packaging Group LLC, First lien senior secured revolving loan2024-06-300001913724K-1 Packaging Group LLC, First lien senior secured term loan2024-06-300001913724MRC Keeler Acquisition LLC, First lien senior secured delayed draw term loan2024-06-300001913724MRC Keeler Acquisition LLC, First lien senior secured revolving loan2024-06-300001913724MRC Keeler Acquisition LLC, First lien senior secured term loan2024-06-300001913724Sixarp, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Sixarp, LLC, First lien senior secured revolving loan2024-06-300001913724Sixarp, LLC, First lien senior secured term loan2024-06-300001913724Vanguard Packaging, LLC, First lien senior secured revolving loan2024-06-300001913724Vanguard Packaging, LLC, First lien senior secured term loan2024-06-300001913724us-gaap:ContainerAndPackagingSectorMember2024-06-300001913724RTP Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724RTP Acquisition, LLC, First lien senior secured term loan2024-06-300001913724tcap:DistributorsMember2024-06-30000191372450Floor, LLC, First lien senior secured revolving loan2024-06-30000191372450Floor, LLC, First lien senior secured term loan2024-06-300001913724ACES Intermediate, Inc, First lien senior secured revolving loan2024-06-300001913724ACES Intermediate, Inc, First lien senior secured term loan2024-06-300001913724CL Services Acquisition, LLC, First lien senior secured delayed draw term loan 12024-06-300001913724CL Services Acquisition, LLC, First lien senior secured delayed draw term loan 22024-06-300001913724CL Services Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724CL Services Acquisition, LLC, First lien senior secured term loan2024-06-300001913724Esquire Deposition Solutions, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Esquire Deposition Solutions, LLC, First lien senior secured revolving loan2024-06-300001913724Esquire Deposition Solutions, LLC, First lien senior secured term loan2024-06-300001913724Home Brands Group Holdings, Inc, First lien senior secured revolving loan2024-06-300001913724Home Brands Group Holdings, Inc, First lien senior secured term loan2024-06-300001913724HTI Intermediate, LLC, First lien senior secured delayed draw term loan2024-06-300001913724HTI Intermediate, LLC, First lien senior secured revolving loan2024-06-300001913724HTI Intermediate, LLC, First lien senior secured term loan2024-06-300001913724ISSA, LLC, First lien senior secured revolving loan2024-06-300001913724ISSA, LLC, First lien senior secured term loan2024-06-300001913724Juniper Landscaping Holdings LLC, First lien senior secured delayed draw term loan 12024-06-300001913724Juniper Landscaping Holdings LLC, First lien senior secured delayed draw term loan 22024-06-300001913724Juniper Landscaping Holdings LLC, First lien senior secured revolving loan2024-06-300001913724Juniper Landscaping Holdings LLC, First lien senior secured term loan2024-06-300001913724Lawn Care Holdings Purchaser, Inc, First lien senior secured delayed draw term loan2024-06-300001913724Lawn Care Holdings Purchaser, Inc, First lien senior secured revolving loan2024-06-300001913724Lawn Care Holdings Purchaser, Inc, First lien senior secured term loan2024-06-300001913724PPW Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724PPW Acquisition, LLC, First lien senior secured term loan2024-06-300001913724Premier Early Childhood Education Partners LLC, First lien senior secured delayed draw term loan2024-06-300001913724Premier Early Childhood Education Partners LLC, First lien senior secured revolving loan2024-06-300001913724Premier Early Childhood Education Partners LLC, First lien senior secured term loan2024-06-300001913724TSR Concrete Coatings, LLC, First lien senior secured revolving loan2024-06-300001913724TSR Concrete Coatings, LLC, First lien senior secured term loan2024-06-300001913724United Land Services Opco Parent, LLC, First lien senior secured delayed draw term loan2024-06-300001913724United Land Services Opco Parent, LLC, First lien senior secured revolving loan2024-06-300001913724United Land Services Opco Parent, LLC, First lien senior secured term loan2024-06-300001913724Yard-Nique, Inc, First lien senior secured delayed draw term loan2024-06-300001913724Yard-Nique, Inc, First lien senior secured revolving loan2024-06-300001913724Yard-Nique, Inc, First lien senior secured term loan2024-06-300001913724us-gaap:ConsumerSectorMember2024-06-300001913724AEP Passion Intermediate Holdings, Inc, First lien senior secured delayed draw term loan2024-06-300001913724AEP Passion Intermediate Holdings, Inc, First lien senior secured revolving loan2024-06-300001913724AEP Passion Intermediate Holdings, Inc, First lien senior secured term loan2024-06-300001913724BPCP NSA Intermedco, Inc, First lien senior secured delayed draw term loan2024-06-300001913724BPCP NSA Intermedco, Inc, First lien senior secured revolving loan2024-06-300001913724BPCP NSA Intermedco, Inc, First lien senior secured term loan2024-06-300001913724WCI Volt Purchaser, LLC, First lien senior secured revolving loan2024-06-300001913724WCI Volt Purchaser, LLC, First lien senior secured term loan2024-06-300001913724tcap:ElectricalEquipmentSectorMember2024-06-300001913724Advanced Lighting Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724Advanced Lighting Acquisition, LLC, First lien senior secured term loan2024-06-300001913724ITSavvy LLC, First lien senior secured delayed draw term loan2024-06-300001913724ITSavvy LLC, First lien senior secured revolving loan2024-06-300001913724ITSavvy LLC, First lien senior secured term loan2024-06-300001913724Nelson Name Plate Company, First lien senior secured delayed draw term loan2024-06-300001913724Nelson Name Plate Company, First lien senior secured revolving loan2024-06-300001913724Nelson Name Plate Company, First lien senior secured term loan2024-06-300001913724tcap:ElectronicEquipmentInstrumentsAndComponentsSectorMember2024-06-300001913724Engelman Baking Co, LLC, First lien senior secured revolving loan2024-06-300001913724Engelman Baking Co, LLC, First lien senior secured term loan2024-06-300001913724Ever Fresh Fruit Company, LLC, First lien senior secured revolving loan2024-06-300001913724Ever Fresh Fruit Company, LLC, First lien senior secured term loan2024-06-300001913724Mad Rose Company, LLC, First lien senior secured revolving loan2024-06-300001913724Mad Rose Company, LLC, First lien senior secured term loan2024-06-300001913724Main Street Gourmet, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Main Street Gourmet, LLC, First lien senior secured revolving loan2024-06-300001913724Main Street Gourmet, LLC, First lien senior secured term loan2024-06-300001913724NutriScience Innovations, LLC, First lien senior secured revolving loan2024-06-300001913724NutriScience Innovations, LLC, First lien senior secured term loan2024-06-300001913724Qin's Buffalo, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Qin's Buffalo, LLC, First lien senior secured revolving loan2024-06-300001913724Qin's Buffalo, LLC, First lien senior secured term loan2024-06-300001913724SCP Beverage Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724SCP Beverage Buyer, LLC, First lien senior secured term loan2024-06-300001913724Universal Pure, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Universal Pure, LLC, First lien senior secured revolving loan2024-06-300001913724Universal Pure, LLC, First lien senior secured term loan2024-06-300001913724tcap:FoodAndStaplesRetailingSectorMember2024-06-300001913724BPCP WLF Intermedco LLC, First lien senior secured delayed draw term loan2024-06-300001913724BPCP WLF Intermedco LLC, First lien senior secured revolving loan2024-06-300001913724BPCP WLF Intermedco LLC, First lien senior secured term loan2024-06-300001913724Icelandirect, LLC, First lien senior secured revolving loan2024-06-300001913724Icelandirect, LLC, First lien senior secured term loan2024-06-300001913724Starwest Botanicals Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724Starwest Botanicals Acquisition, LLC, First lien senior secured term loan2024-06-300001913724Sun Orchard, LLC, First lien senior secured revolving loan2024-06-300001913724Sun Orchard, LLC, First lien senior secured term loan2024-06-300001913724Treat Planet Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724Treat Planet Acquisition, LLC, First lien senior secured term loan2024-06-300001913724Westminster Cracker Company, Inc, First lien senior secured revolving loan2024-06-300001913724Westminster Cracker Company, Inc, First lien senior secured term loan2024-06-300001913724us-gaap:FoodAndBeverageSectorMember2024-06-300001913724Hydromax USA, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Hydromax USA, LLC, First lien senior secured revolving loan2024-06-300001913724Hydromax USA, LLC, First lien senior secured term loan2024-06-300001913724tcap:GasUtilitiesMember2024-06-300001913724626 Holdings Equity LLC, First lien senior secured delayed draw term loan 12024-06-300001913724626 Holdings Equity LLC, First lien senior secured delayed draw term loan 22024-06-300001913724626 Holdings Equity LLC, First lien senior secured revolving loan2024-06-300001913724626 Holdings Equity LLC, First lien senior secured term loan2024-06-300001913724Alcresta Buyer, Inc, First lien senior secured delayed draw term loan2024-06-300001913724Alcresta Buyer, Inc, First lien senior secured revolving loan2024-06-300001913724Alcresta Buyer, Inc, First lien senior secured term loan2024-06-300001913724EMSAR Acquisition LLC, First lien senior secured delayed draw term loan2024-06-300001913724EMSAR Acquisition LLC, First lien senior secured revolving loan2024-06-300001913724EMSAR Acquisition LLC, First lien senior secured term loan2024-06-300001913724Medical Technology Associates, LLC, First lien senior secured revolving loan2024-06-300001913724Medical Technology Associates, LLC, First lien senior secured term loan2024-06-300001913724Nasco Healthcare Inc., First lien senior secured revolving loan2024-06-300001913724Nasco Healthcare Inc., First lien senior secured term loan2024-06-300001913724Reliable Medical Supply LLC, First lien senior secured delayed draw term loan2024-06-300001913724Reliable Medical Supply LLC, First lien senior secured revolving loan2024-06-300001913724Reliable Medical Supply LLC, First lien senior secured term loan2024-06-300001913724SCA Buyer, LLC, First lien senior secured delayed draw term loan2024-06-300001913724SCA Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724SCA Buyer, LLC, First lien senior secured term loan2024-06-300001913724Spectrum Solutions, LLC, First lien senior secured delayed draw term loan 12024-06-300001913724Spectrum Solutions, LLC, First lien senior secured delayed draw term loan 22024-06-300001913724Spectrum Solutions, LLC, First lien senior secured revolving loan2024-06-300001913724Spectrum Solutions, LLC, First lien senior secured term loan2024-06-300001913724Surplus Solutions, LLC, First lien senior secured revolving loan2024-06-300001913724Surplus Solutions, LLC, First lien senior secured term loan2024-06-300001913724tcap:HealthCareEquipmentAndSuppliesSectorMember2024-06-300001913724ADVI Health, LLC, First lien senior secured revolving loan2024-06-300001913724ADVI Health, LLC, First lien senior secured term loan2024-06-300001913724Advocate RCM Acquisition Corp, First lien senior secured revolving loan2024-06-300001913724Advocate RCM Acquisition Corp, First lien senior secured term loan2024-06-300001913724Agility Intermediate, Inc, First lien senior secured delayed draw term loan2024-06-300001913724Agility Intermediate, Inc, First lien senior secured revolving loan2024-06-300001913724Agility Intermediate, Inc, First lien senior secured term loan2024-06-300001913724American Family Care, LLC, First lien senior secured delayed draw term loan2024-06-300001913724American Family Care, LLC, First lien senior secured revolving loan2024-06-300001913724American Family Care, LLC, First lien senior secured term loan2024-06-300001913724Apex Dental Partners, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Apex Dental Partners, LLC, First lien senior secured revolving loan2024-06-300001913724Apex Dental Partners, LLC, First lien senior secured term loan2024-06-300001913724ASC Ortho Management Company, LLC, First lien senior secured delayed draw term loan2024-06-300001913724ASC Ortho Management Company, LLC, First lien senior secured revolving loan2024-06-300001913724ASC Ortho Management Company, LLC, First lien senior secured term loan2024-06-300001913724Ascend Plastic Surgery Partners MSO LLC, First lien senior secured delayed draw term loan2024-06-300001913724Ascend Plastic Surgery Partners MSO LLC, First lien senior secured revolving loan2024-06-300001913724Ascend Plastic Surgery Partners MSO LLC, First lien senior secured term loan2024-06-300001913724ASP Global Acquisition, LLC, First lien senior secured delayed draw term loan2024-06-300001913724ASP Global Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724ASP Global Acquisition, LLC, First lien senior secured term loan2024-06-300001913724Beacon Oral Specialists Management LLC, First lien senior secured delayed draw term loan2024-06-300001913724Beacon Oral Specialists Management LLC, First lien senior secured revolving loan2024-06-300001913724Beacon Oral Specialists Management LLC, First lien senior secured term loan2024-06-300001913724Beghou Consulting, LLC, First lien senior secured revolving loan2024-06-300001913724Beghou Consulting, LLC, First lien senior secured term loan2024-06-300001913724Behavior Frontiers, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Behavior Frontiers, LLC, First lien senior secured revolving loan2024-06-300001913724Behavior Frontiers, LLC, First lien senior secured term loan2024-06-300001913724Benefit Plan Administrators of Eau Claire, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Benefit Plan Administrators of Eau Claire, LLC, First lien senior secured revolving loan2024-06-300001913724Benefit Plan Administrators of Eau Claire, LLC, First lien senior secured term loan2024-06-300001913724BPCP EE Intermedco LLC, First lien senior secured delayed draw term loan2024-06-300001913724BPCP EE Intermedco LLC, First lien senior secured revolving loan2024-06-300001913724BPCP EE Intermedco LLC, First lien senior secured term loan2024-06-300001913724Brightview, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Brightview, LLC, First lien senior secured revolving loan2024-06-300001913724Brightview, LLC, First lien senior secured term loan2024-06-300001913724Canadian Orthodontic Partners Corp, First lien senior secured delayed draw term loan - C$ 12024-06-300001913724Canadian Orthodontic Partners Corp, First lien senior secured delayed draw term loan - C$ 22024-06-300001913724Canadian Orthodontic Partners Corp, First lien senior secured revolving loan2024-06-300001913724Canadian Orthodontic Partners Corp, First lien senior secured revolving loan - C$2024-06-300001913724Canadian Orthodontic Partners Corp, First lien senior secured term loan - C$2024-06-300001913724Change Academy at Lake of the Ozarks, LLC, First lien senior secured revolving loan2024-06-300001913724Change Academy at Lake of the Ozarks, LLC, First lien senior secured term loan2024-06-300001913724Community Care Partners, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Community Care Partners, LLC, First lien senior secured revolving loan2024-06-300001913724Community Care Partners, LLC, First lien senior secured term loan2024-06-300001913724Dermatology Medical Partners OpCo LLC, First lien senior secured delayed draw term loan2024-06-300001913724Dermatology Medical Partners OpCo LLC, First lien senior secured revolving loan2024-06-300001913724Dermatology Medical Partners OpCo LLC, First lien senior secured term loan2024-06-300001913724EH Management Company, LLC, First lien senior secured revolving loan2024-06-300001913724EH Management Company, LLC, First lien senior secured term loan2024-06-300001913724Endodontic Practice Partners, LLC, First lien senior secured delayed draw term loan 12024-06-300001913724Endodontic Practice Partners, LLC, First lien senior secured delayed draw term loan 22024-06-300001913724Endodontic Practice Partners, LLC, First lien senior secured revolving loan2024-06-300001913724Endodontic Practice Partners, LLC, First lien senior secured term loan2024-06-300001913724Flourish Research Acquisition, LLC, First lien senior secured delayed draw term loan 12024-06-300001913724Flourish Research Acquisition, LLC, First lien senior secured delayed draw term loan 22024-06-300001913724Flourish Research Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724Flourish Research Acquisition, LLC, First lien senior secured term loan2024-06-300001913724FYZICAL Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724FYZICAL Buyer, LLC, First lien senior secured term loan2024-06-300001913724Geriatric Medical and Surgical Supply, LLC, First lien senior secured revolving loan2024-06-300001913724Geriatric Medical and Surgical Supply, LLC, First lien senior secured term loan2024-06-300001913724Golden Bear PT Partners, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Golden Bear PT Partners, LLC, First lien senior secured revolving loan2024-06-300001913724Golden Bear PT Partners, LLC, First lien senior secured term loan 12024-06-300001913724Golden Bear PT Partners, LLC, First lien senior secured term loan 22024-06-300001913724Guardian Dentistry Practice Management, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Guardian Dentistry Practice Management, LLC, First lien senior secured revolving loan2024-06-300001913724Guardian Dentistry Practice Management, LLC, First lien senior secured term loan2024-06-300001913724H2 Holdco, Inc, First lien senior secured delayed draw term loan 12024-06-300001913724H2 Holdco, Inc, First lien senior secured delayed draw term loan 22024-06-300001913724H2 Holdco, Inc, First lien senior secured revolving loan2024-06-300001913724H2 Holdco, Inc, First lien senior secured term loan2024-06-300001913724IMA Group Management Company, LLC, First lien senior secured delayed draw term loan2024-06-300001913724IMA Group Management Company, LLC, First lien senior secured revolving loan2024-06-300001913724IMA Group Management Company, LLC, First lien senior secured term loan2024-06-300001913724IPC Pain Acquisition, LLC, First lien senior secured delayed draw term loan2024-06-300001913724IPC Pain Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724IPC Pain Acquisition, LLC, First lien senior secured term loan2024-06-300001913724MWEC Management, LLC, First lien senior secured delayed draw term loan2024-06-300001913724MWEC Management, LLC, First lien senior secured revolving loan2024-06-300001913724MWEC Management, LLC, First lien senior secured term loan2024-06-300001913724Network Partners Acquisitions, LLC, First lien senior secured revolving loan2024-06-300001913724Network Partners Acquisitions, LLC, First lien senior secured term loan2024-06-300001913724NH Kronos Buyer, Inc., First lien senior secured revolving loan2024-06-300001913724NH Kronos Buyer, Inc., First lien senior secured term loan2024-06-300001913724Peak Dental Services, LLC, First lien senior secured delayed draw term loan 12024-06-300001913724Peak Dental Services, LLC, First lien senior secured delayed draw term loan 22024-06-300001913724Peak Dental Services, LLC, First lien senior secured revolving loan2024-06-300001913724Peak Dental Services, LLC, First lien senior secured term loan2024-06-300001913724Peak Investment Holdings, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Peak Investment Holdings, LLC, First lien senior secured revolving loan2024-06-300001913724Peak Investment Holdings, LLC, First lien senior secured term loan2024-06-300001913724PRM Management Company, LLC, First lien senior secured delayed draw term loan2024-06-300001913724PRM Management Company, LLC, First lien senior secured revolving loan2024-06-300001913724PRM Management Company, LLC, First lien senior secured term loan2024-06-300001913724Purpose Home Health Acquisition, LLC, First lien senior secured delayed draw term loan 12024-06-300001913724Purpose Home Health Acquisition, LLC, First lien senior secured delayed draw term loan 22024-06-300001913724Purpose Home Health Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724Purpose Home Health Acquisition, LLC, First lien senior secured term loan2024-06-300001913724Revival Animal Health, LLC, First lien senior secured revolving loan2024-06-300001913724Revival Animal Health, LLC, First lien senior secured term loan2024-06-300001913724RMS Health Care Management, LLC, First lien senior secured delayed draw term loan2024-06-300001913724RMS Health Care Management, LLC, First lien senior secured revolving loan2024-06-300001913724RMS Health Care Management, LLC, First lien senior secured term loan2024-06-300001913724RQM Buyer, Inc, First lien senior secured delayed draw term loan2024-06-300001913724RQM Buyer, Inc, First lien senior secured revolving loan2024-06-300001913724RQM Buyer, Inc, First lien senior secured term loan2024-06-300001913724Sage Dental Management, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Sage Dental Management, LLC, First lien senior secured revolving loan2024-06-300001913724Sage Dental Management, LLC, First lien senior secured term loan 12024-06-300001913724Sage Dental Management, LLC, First lien senior secured term loan 22024-06-300001913724Sage Dental Management, LLC, First lien senior secured term loan 32024-06-300001913724SAMGI Buyer, Inc, First lien senior secured revolving loan2024-06-300001913724SAMGI Buyer, Inc, First lien senior secured term loan2024-06-300001913724SCP ENT and Allergy Services, LLC, First lien senior secured delayed draw term loan2024-06-300001913724SCP ENT and Allergy Services, LLC, First lien senior secured revolving loan2024-06-300001913724SCP ENT and Allergy Services, LLC, First lien senior secured term loan2024-06-300001913724Signature Dental Partners LLC, First lien senior secured delayed draw term loan 12024-06-300001913724Signature Dental Partners LLC, First lien senior secured delayed draw term loan 22024-06-300001913724Signature Dental Partners LLC, First lien senior secured revolving loan2024-06-300001913724Signature Dental Partners LLC, First lien senior secured term loan2024-06-300001913724Silver Falls MSO, LLC, First lien senior secured revolving loan2024-06-300001913724Silver Falls MSO, LLC, First lien senior secured term loan2024-06-300001913724SimiTree Acquisition, LLC, First lien senior secured delayed draw term loan2024-06-300001913724SimiTree Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724SimiTree Acquisition, LLC, First lien senior secured term loan2024-06-300001913724SIMKO Merger Sub LLC, First lien senior secured delayed draw term loan 12024-06-300001913724SIMKO Merger Sub LLC, First lien senior secured delayed draw term loan 22024-06-300001913724SIMKO Merger Sub LLC, First lien senior secured revolving loan2024-06-300001913724SIMKO Merger Sub LLC, First lien senior secured term loan2024-06-300001913724Southeast Primary Care Partners, LLC, First lien senior secured delayed draw term loan 12024-06-300001913724Southeast Primary Care Partners, LLC, First lien senior secured delayed draw term loan 22024-06-300001913724Southeast Primary Care Partners, LLC, First lien senior secured revolving loan2024-06-300001913724Southeast Primary Care Partners, LLC, First lien senior secured term loan2024-06-300001913724Southern Orthodontic Partners Management, LLC, First lien senior secured delayed draw term loan 12024-06-300001913724Southern Orthodontic Partners Management, LLC, First lien senior secured delayed draw term loan 22024-06-300001913724Southern Orthodontic Partners Management, LLC, First lien senior secured revolving loan2024-06-300001913724Southern Orthodontic Partners Management, LLC, First lien senior secured term loan2024-06-300001913724Southern Sports Medicine Partners, LLC, First lien senior secured revolving loan2024-06-300001913724Southern Sports Medicine Partners, LLC, First lien senior secured term loan2024-06-300001913724Spear Education Holdings, LLC, First lien senior secured revolving loan2024-06-300001913724Spear Education Holdings, LLC, First lien senior secured term loan2024-06-300001913724Star Dental Partners LLC, First lien senior secured delayed draw term loan2024-06-300001913724Star Dental Partners LLC, First lien senior secured revolving loan2024-06-300001913724Star Dental Partners LLC, First lien senior secured term loan2024-06-300001913724The Chempetitive Group, LLC, First lien senior secured delayed draw term loan2024-06-300001913724The Chempetitive Group, LLC, First lien senior secured revolving loan2024-06-300001913724The Chempetitive Group, LLC, First lien senior secured term loan2024-06-300001913724U.S. Urology Partners, LLC, First lien senior secured revolving loan2024-06-300001913724U.S. Urology Partners, LLC, First lien senior secured term loan2024-06-300001913724US Foot and Ankle Specialists, LLC, First lien senior secured delayed draw term loan2024-06-300001913724US Foot and Ankle Specialists, LLC, First lien senior secured revolving loan2024-06-300001913724US Foot and Ankle Specialists, LLC, First lien senior secured term loan2024-06-300001913724Varsity DuvaSawko Operating Corp, First lien senior secured delayed draw term loan2024-06-300001913724Varsity DuvaSawko Operating Corp, First lien senior secured revolving loan2024-06-300001913724Varsity DuvaSawko Operating Corp, First lien senior secured term loan2024-06-300001913724Varsity Rejuvenate Management, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Varsity Rejuvenate Management, LLC, First lien senior secured revolving loan2024-06-300001913724Varsity Rejuvenate Management, LLC, First lien senior secured term loan2024-06-300001913724VetEvolve Holdings, LLC, First lien senior secured delayed draw term loan2024-06-300001913724VetEvolve Holdings, LLC, First lien senior secured revolving loan2024-06-300001913724VetEvolve Holdings, LLC, First lien senior secured term loan2024-06-300001913724Vital Care Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724Vital Care Buyer, LLC, First lien senior secured term loan2024-06-300001913724Western Veterinary Partners LLC, First lien senior secured delayed draw term loan2024-06-300001913724Western Veterinary Partners LLC, First lien senior secured revolving loan2024-06-300001913724Western Veterinary Partners LLC, First lien senior secured term loan2024-06-300001913724tcap:HealthCareProvidersAndServicesSectorMember2024-06-300001913724AHR Intermediate, Inc, First lien senior secured delayed draw term loan2024-06-300001913724AHR Intermediate, Inc, First lien senior secured revolving loan2024-06-300001913724AHR Intermediate, Inc, First lien senior secured term loan2024-06-300001913724Millennia Patient Services, LLC, First lien senior secured revolving loan2024-06-300001913724Millennia Patient Services, LLC, First lien senior secured term loan2024-06-300001913724tcap:HealthCareTechnologySectorMember2024-06-300001913724CPS Power Buyer, LLC, First lien senior secured delayed draw term loan 12024-06-300001913724CPS Power Buyer, LLC, First lien senior secured delayed draw term loan 22024-06-300001913724CPS Power Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724CPS Power Buyer, LLC, First lien senior secured term loan2024-06-300001913724Kwalu, LLC, First lien senior secured revolving loan2024-06-300001913724Kwalu, LLC, First lien senior secured term loan2024-06-300001913724MacKenzie Childs Acquisition, Inc, First lien senior secured revolving loan2024-06-300001913724MacKenzie Childs Acquisition, Inc, First lien senior secured term loan2024-06-300001913724Renovation Systems, LLC, First lien senior secured delayed draw term loan 12024-06-300001913724Renovation Systems, LLC, First lien senior secured delayed draw term loan 22024-06-300001913724Renovation Systems, LLC, First lien senior secured revolving loan2024-06-300001913724Renovation Systems, LLC, First lien senior secured term loan2024-06-300001913724Storm Smart Buyer LLC, First lien senior secured revolving loan2024-06-300001913724Storm Smart Buyer LLC, First lien senior secured term loan2024-06-300001913724Trademark Global, LLC, First lien senior secured revolving loan2024-06-300001913724Trademark Global, LLC, First lien senior secured term loan2024-06-300001913724tcap:HouseholdDurablesSectorMember2024-06-300001913724Hultec Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724Hultec Buyer, LLC, First lien senior secured term loan2024-06-300001913724tcap:IndustrialConglomeratesSectorMember2024-06-300001913724Aquatic Sales Solutions, LLC, First lien senior secured revolving loan2024-06-300001913724Aquatic Sales Solutions, LLC, First lien senior secured term loan2024-06-300001913724DealerOn Holdco, Inc, First lien senior secured revolving loan2024-06-300001913724DealerOn Holdco, Inc, First lien senior secured term loan2024-06-300001913724tcap:InternetAndDirectMarketingRetailMember2024-06-300001913724BSC Top Shelf Blocker LLC, First lien senior secured revolving loan2024-06-300001913724BSC Top Shelf Blocker LLC, First lien senior secured term loan2024-06-300001913724E-Phoenix Acquisition Co. Inc, First lien senior secured revolving loan2024-06-300001913724E-Phoenix Acquisition Co. Inc, First lien senior secured term loan2024-06-300001913724FreshAddress, LLC, First lien senior secured revolving loan2024-06-300001913724FreshAddress, LLC, First lien senior secured term loan2024-06-300001913724Icreon Holdings, LLC, First lien senior secured revolving loan2024-06-300001913724Icreon Holdings, LLC, First lien senior secured term loan2024-06-300001913724P and R Dental Strategies, LLC, First lien senior secured revolving loan2024-06-300001913724P and R Dental Strategies, LLC, First lien senior secured term loan2024-06-300001913724Palmetto Technology Group, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Palmetto Techonology Group, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Palmetto Technology Group, LLC, First lien senior secured revolving loan2024-06-300001913724Palmetto Techonology Group, LLC, First lien senior secured term loan2024-06-300001913724White Label Communications,LLC, First lien senior secured revolving loan2024-06-300001913724White Label Communications,LLC, First lien senior secured term loan2024-06-300001913724us-gaap:TechnologySectorMember2024-06-300001913724Champion Motorsports Group, LLC, First lien senior secured revolving loan2024-06-300001913724Champion Motorsports Group, LLC, First lien senior secured term loan2024-06-300001913724MacNeill Pride Group Corp, First lien senior secured delayed draw term loan2024-06-300001913724MacNeill Pride Group Corp, First lien senior secured revolving loan2024-06-300001913724MacNeill Pride Group Corp, First lien senior secured term loan2024-06-300001913724TruBlue LLC, First lien senior secured delayed draw term loan2024-06-300001913724TruBlue LLC, First lien senior secured revolving loan2024-06-300001913724TruBlue LLC, First lien senior secured term loan2024-06-300001913724tcap:LeisureEquipmentAndProductsMember2024-06-300001913724PHGP MB Purchaser, Inc, First lien senior secured delayed draw term loan2024-06-300001913724PHGP MB Purchaser, Inc, First lien senior secured revolving loan2024-06-300001913724PHGP MB Purchaser, Inc, First lien senior secured term loan2024-06-300001913724tcap:LeisureProductsMember2024-06-300001913724Aptitude Health Holdings, LLC, First lien senior secured revolving loan2024-06-300001913724Aptitude Health Holdings, LLC, First lien senior secured term loan2024-06-300001913724CR Services Intermediate, LLC, First lien senior secured delayed draw term loan2024-06-300001913724CR Services Intermediate, LLC, First lien senior secured revolving loan2024-06-300001913724CR Services Intermediate, LLC, First lien senior secured term loan2024-06-300001913724ERG Buyer, LLC, First lien senior secured delayed draw term loan2024-06-300001913724ERG Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724ERG Buyer, LLC, First lien senior secured term loan2024-06-300001913724tcap:LifeSciencesToolsAndServicesMember2024-06-300001913724Abrasive Technology Intermediate, LLC, First lien senior secured revolving loan2024-06-300001913724Abrasive Technology Intermediate, LLC, First lien senior secured term loan2024-06-300001913724DNS-IMI Acquisition Corp, First lien senior secured revolving loan2024-06-300001913724DNS-IMI Acquisition Corp, First lien senior secured term loan2024-06-300001913724Double E Company, LLC, First lien senior secured revolving loan2024-06-300001913724Double E Company, LLC, First lien senior secured term loan2024-06-300001913724Kittyhawk, Inc, First lien senior secured revolving loan2024-06-300001913724Kittyhawk, Inc, First lien senior secured term loan2024-06-300001913724My Buyer, LLC, First lien senior secured delayed draw term loan2024-06-300001913724My Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724My Buyer, LLC, First lien senior secured term loan2024-06-300001913724SPG Holdco, LLC, First lien senior secured revolving loan2024-06-300001913724SPG Holdco, LLC, First lien senior secured term loan2024-06-300001913724USSC Holding Corp, First lien senior secured delayed draw term loan2024-06-300001913724USSC Holding Corp, First lien senior secured revolving loan2024-06-300001913724USSC Holding Corp, First lien senior secured term loan2024-06-300001913724tcap:MachinerySectorMember2024-06-300001913724ALM Media, LLC, First lien senior secured revolving loan2024-06-300001913724ALM Media, LLC, First lien senior secured term loan2024-06-300001913724Barkley, LLC, First lien senior secured revolving loan2024-06-300001913724Barkley, LLC, First lien senior secured term loan2024-06-300001913724Exclusive Concepts, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Exclusive Concepts, LLC, First lien senior secured revolving loan2024-06-300001913724Exclusive Concepts, LLC, First lien senior secured term loan2024-06-300001913724Infolinks Media Buyco, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Infolinks Media Buyco, LLC, First lien senior secured revolving loan2024-06-300001913724Infolinks Media Buyco, LLC, First lien senior secured term loan2024-06-300001913724NTM Acquisition Corp, First lien senior secured revolving loan2024-06-300001913724NTM Acquisition Corp, First lien senior secured term loan2024-06-300001913724Optimized Marketing Acquisition, LLC, First lien senior secured revolving loan2024-06-300001913724Optimized Marketing Acquisition, LLC, First lien senior secured term loan2024-06-300001913724Outerbox, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Outerbox, LLC, First lien senior secured revolving loan2024-06-300001913724Outerbox, LLC, First lien senior secured term loan2024-06-300001913724Peninsula MMGY Corporation, First lien senior secured revolving loan2024-06-300001913724Peninsula MMGY Corporation, First lien senior secured term loan2024-06-300001913724RKD Group, LLC, First lien senior secured delayed draw term loan2024-06-300001913724RKD Group, LLC, First lien senior secured revolving loan2024-06-300001913724RKD Group, LLC, First lien senior secured term loan2024-06-300001913724The Channel Company, LLC, First lien senior secured revolving loan2024-06-300001913724The Channel Company, LLC, First lien senior secured term loan2024-06-300001913724WTWH Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724WTWH Buyer, LLC, First lien senior secured term loan2024-06-300001913724tcap:MediaSectorMember2024-06-300001913724Copperweld Group, Inc, First lien senior secured revolving loan2024-06-300001913724Copperweld Group, Inc, First lien senior secured term loan2024-06-300001913724tcap:MetalsAndMiningSectorMember2024-06-300001913724HEC Purchaser Corp., First lien senior secured revolving loan2024-06-300001913724HEC Purchaser Corp., First lien senior secured term loan2024-06-300001913724tcap:MultilineRetailSectorMember2024-06-300001913724Bio Agri Mix Holdings Inc, First lien senior secured revolving loan2024-06-300001913724Bio Agri Mix Holdings Inc, First lien senior secured revolving loan - C$2024-06-300001913724Bio Agri Mix Holdings Inc, First lien senior secured term loan - C$2024-06-300001913724Formulated Buyer, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Formulated Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724Formulated Buyer, LLC, First lien senior secured term loan2024-06-300001913724tcap:PharmaceuticalsMember2024-06-300001913724Cosmetic Solutions LLC, First lien senior secured delayed draw term loan2024-06-300001913724Cosmetic Solutions LLC, First lien senior secured revolving loan2024-06-300001913724Cosmetic Solutions LLC, First lien senior secured term loan2024-06-300001913724tcap:PersonalProductsMember2024-06-300001913724Helpware, Inc, First lien senior secured revolving loan2024-06-300001913724Helpware, Inc, First lien senior secured term loan2024-06-300001913724Stax Holding Company, LLC, First lien senior secured revolving loan2024-06-300001913724Stax Holding Company, LLC, First lien senior secured term loan2024-06-300001913724tcap:ProfessionalServicesSectorMember2024-06-300001913724BBG, Inc, First lien senior secured revolving loan2024-06-300001913724BBG, Inc, First lien senior secured term loan2024-06-300001913724MetaSource, LLC, First lien senior secured revolving loan2024-06-300001913724MetaSource, LLC, First lien senior secured term loan2024-06-300001913724tcap:RealEstateManagementAndDevelopmentMember2024-06-300001913724Altamira Material Solutions, LP, First lien senior secured revolving loan2024-06-300001913724Altamira Material Solutions, LP, First lien senior secured term loan2024-06-300001913724tcap:SemiconductorsAndSemiconductorEquipmentMember2024-06-300001913724AFFINITIV INC, First lien senior secured revolving loan2024-06-300001913724AFFINITIV INC, First lien senior secured term loan2024-06-300001913724GENIUS BIDCO LLC, First lien senior secured delayed draw term loan2024-06-300001913724GENIUS BIDCO LLC, First lien senior secured revolving loan2024-06-300001913724GENIUS BIDCO LLC, First lien senior secured term loan2024-06-300001913724GPSTrackit Holdings, LLC, First lien senior secured delayed draw term loan2024-06-300001913724GPSTrackit Holdings, LLC, First lien senior secured revolving loan2024-06-300001913724GPSTrackit Holdings, LLC, First lien senior secured term loan2024-06-300001913724GS XX Corporation, First lien senior secured revolving loan2024-06-300001913724GS XX Corporation, First lien senior secured term loan2024-06-300001913724Shasta Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724Shasta Buyer, LLC, First lien senior secured term loan2024-06-300001913724ShiftKey, LLC, First lien senior secured revolving loan2024-06-300001913724ShiftKey, LLC, First lien senior secured term loan2024-06-300001913724tcap:SoftwareSectorMember2024-06-300001913724Dykstras Auto LLC, First lien senior secured delayed draw term loan2024-06-300001913724Dykstras Auto LLC, First lien senior secured revolving loan2024-06-300001913724Dykstras Auto LLC, First lien senior secured term loan2024-06-300001913724Fastlap, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Fastlap, LLC, First lien senior secured revolving loan2024-06-300001913724Fastlap, LLC, First lien senior secured term loan2024-06-300001913724Kaizen Auto Care, LLC, First lien senior secured revolving loan2024-06-300001913724Kaizen Auto Care, LLC, First lien senior secured term loan2024-06-300001913724Leonard Group, Inc, First lien senior secured revolving loan2024-06-300001913724Leonard Group, Inc, First lien senior secured term loan2024-06-300001913724Pink Lily Holdings, LLC, First lien senior secured revolving loan2024-06-300001913724Pink Lily Holdings, LLC, First lien senior secured term loan2024-06-300001913724Soccer Post Acquisition LLC, First lien senior secured delayed draw term loan2024-06-300001913724Soccer Post Acquisition LLC, First lien senior secured revolving loan2024-06-300001913724Soccer Post Acquisition LLC, First lien senior secured term loan2024-06-300001913724tcap:SpecialtyRetailSectorMember2024-06-300001913724AFC-Dell Holding Corp, First lien senior secured delayed draw term loan 12024-06-300001913724AFC-Dell Holding Corp, First lien senior secured delayed draw term loan 22024-06-300001913724AFC-Dell Holding Corp, First lien senior secured delayed draw term loan 32024-06-300001913724AFC-Dell Holding Corp, First lien senior secured revolving loan2024-06-300001913724AFC-Dell Holding Corp, First lien senior secured term loan2024-06-300001913724American Equipment Systems LLC, First lien senior secured delayed draw term loan2024-06-300001913724American Equipment Systems LLC, First lien senior secured term loan 12024-06-300001913724American Equipment Systems LLC, First lien senior secured term loan 22024-06-300001913724American Equipment Systems LLC, First lien senior secured term loan 32024-06-300001913724Ascent Lifting, Inc, First lien senior secured revolving loan2024-06-300001913724Ascent Lifting, Inc, First lien senior secured term loan2024-06-300001913724Banner Buyer, LLC, First lien senior secured delayed draw term loan2024-06-300001913724Banner Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724Banner Buyer, LLC, First lien senior secured term loan2024-06-300001913724CAP KSI Holdings LLC, First lien senior secured revolving loan2024-06-300001913724CAP KSI Holdings LLC, First lien senior secured term loan2024-06-300001913724Empire Equipment Company, LLC, First lien senior secured revolving loan2024-06-300001913724Empire Equipment Company, LLC, First lien senior secured term loan2024-06-300001913724Montway LLC, First lien senior secured delayed draw term loan2024-06-300001913724Montway LLC, First lien senior secured revolving loan2024-06-300001913724Montway LLC, First lien senior secured term loan2024-06-300001913724NEFCO Holding Company, LLC, First lien senior secured delayed draw term loan 12024-06-300001913724NEFCO Holding Company, LLC, First lien senior secured delayed draw term loan 22024-06-300001913724NEFCO Holding Company, LLC, First lien senior secured delayed draw term loan 32024-06-300001913724NEFCO Holding Company, LLC, First lien senior secured delayed draw term loan 42024-06-300001913724NEFCO Holding Company, LLC, First lien senior secured delayed draw term loan 52024-06-300001913724NEFCO Holding Company, LLC, First lien senior secured revolving loan2024-06-300001913724NEFCO Holding Company, LLC, First lien senior secured term loan 12024-06-300001913724NEFCO Holding Company, LLC, First lien senior secured term loan 22024-06-300001913724Triad Technologies, LLC, First lien senior secured revolving loan2024-06-300001913724Triad Technologies, LLC, First lien senior secured term loan2024-06-300001913724Wolf Gordon Inc, First lien senior secured revolving loan2024-06-300001913724Wolf Gordon Inc, First lien senior secured term loan2024-06-300001913724tcap:TradingCompaniesAndDistributorsSectorMember2024-06-300001913724Diamondback Buyer, LLC, First lien senior secured revolving loan2024-06-300001913724Diamondback Buyer, LLC, First lien senior secured term loan2024-06-300001913724tcap:WaterUtilitiesMember2024-06-300001913724tcap:SeniorSecuredDebtInvestmentsMember2024-06-300001913724Empire Equipment Company, LLC, Sponsor subordinated note2024-06-300001913724tcap:SubordinatedNotesInvestmentsMember2024-06-300001913724Twin Brook Equity Holdings, LLC (26) (27), Equity - 10.75% membership interest2024-06-300001913724Twin Brook Segregated Equity Holdings, LLC (26) (27), Equity - 2.11% membership interest2024-06-300001913724Gold Medal Holdings, Inc., First lien senior secured revolving loan2024-06-300001913724NutriScience Innovations, LLC, First lien senior secured revolving loan 2024-06-300001913724H2 Holdco, Inc, First lien senior secured revolving loan 2024-06-300001913724H2 Holdco, Inc., First lien senior secured revolving loan2024-06-300001913724Stax Holding Company, LLC, First lien senior secured revolving loan 2024-06-300001913724Wells Fargo Bank, National Association, Settlement Date 7/16/2024 12024-06-300001913724Wells Fargo Bank, National Association, Settlement Date 7/16/2024 22024-06-300001913724us-gaap:ForeignExchangeForwardMember2024-06-300001913724tcap:InterestRateSwapMaturingMarch2027Member2024-06-300001913724tcap:InterestRateSwapMaturingMarch2027Member2024-01-012024-06-300001913724tcap:InterestRateSwapMaturingMarch2029Member2024-06-300001913724tcap:InterestRateSwapMaturingMarch2029Member2024-01-012024-06-300001913724us-gaap:InterestRateSwapMember2024-06-300001913724us-gaap:InterestRateSwapMember2024-01-012024-06-300001913724Mattco Forge, Inc, First lien senior secured revolving loan2023-12-310001913724Mattco Forge, Inc, First lien senior secured term loan2023-12-310001913724tcap:AerospaceAndDefenseMember2023-12-310001913724Load One Purchaser Corporation, First lien senior secured delayed draw term loan2023-12-310001913724Load One Purchaser Corporation, First lien senior secured revolving loan2023-12-310001913724Load One Purchaser Corporation, First lien senior secured term loan2023-12-310001913724Zipline Logistics, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Zipline Logistics, LLC, First lien senior secured revolving loan2023-12-310001913724Zipline Logistics, LLC, First lien senior secured term loan2023-12-310001913724tcap:AirFreightAndLogisticsSectorMember2023-12-310001913724A.P.A. Industries, LLC, First lien senior secured revolving loan2023-12-310001913724A.P.A. Industries, LLC, First lien senior secured term loan2023-12-310001913724AvCarb, LLC, First lien senior secured delayed draw term loan2023-12-310001913724AvCarb, LLC, First lien senior secured revolving loan2023-12-310001913724AvCarb, LLC, First lien senior secured term loan2023-12-310001913724Certified Collision Group Acquisition Corp, First lien senior secured revolving loan2023-12-310001913724Certified Collision Group Acquisition Corp, First lien senior secured term loan2023-12-310001913724Raneys, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Raneys, LLC, First lien senior secured revolving loan2023-12-310001913724Raneys, LLC, First lien senior secured term loan2023-12-310001913724Vehicle Accessories, Inc, First lien senior secured revolving loan2023-12-310001913724Vehicle Accessories, Inc, First lien senior secured term loan2023-12-310001913724us-gaap:AutomotiveSectorMember2023-12-310001913724AM Buyer, LLC, First lien senior secured revolving loan2023-12-310001913724AM Buyer, LLC, First lien senior secured term loan2023-12-310001913724Answer Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724Answer Acquisition, LLC, First lien senior secured term loan2023-12-310001913724Custom Agronomics Holdings, LLC, First lien senior secured revolving loan2023-12-310001913724Custom Agronomics Holdings, LLC, First lien senior secured term loan2023-12-310001913724SASE Company, LLC, First lien senior secured revolving loan2023-12-310001913724SASE Company, LLC, First lien senior secured term loan2023-12-310001913724Teel Plastics, LLC, First lien senior secured revolving loan2023-12-310001913724Teel Plastics, LLC, First lien senior secured term loan2023-12-310001913724USALCO, LLC, First lien senior secured revolving loan2023-12-310001913724USALCO, LLC, First lien senior secured term loan2023-12-310001913724us-gaap:ChemicalsSectorMember2023-12-310001913724Alliance Environmental Group, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Alliance Environmental Group, LLC, First lien senior secured revolving loan2023-12-310001913724Alliance Environmental Group, LLC, First lien senior secured term loan2023-12-310001913724Edko Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724Edko Acquisition, LLC, First lien senior secured term loan2023-12-310001913724Franchise Fastlane, LLC, First lien senior secured revolving loan2023-12-310001913724Franchise Fastlane, LLC, First lien senior secured term loan2023-12-310001913724Gold Medal Holdings, Inc, First lien senior secured revolving loan2023-12-310001913724Gold Medal Holdings, Inc, First lien senior secured term loan2023-12-310001913724Green Monster Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724Green Monster Acquisition, LLC, First lien senior secured term loan2023-12-310001913724HLSG Intermediate, LLC, First lien senior secured delayed draw term loan 12023-12-310001913724HLSG Intermediate, LLC, First lien senior secured delayed draw term loan 22023-12-310001913724HLSG Intermediate, LLC, First lien senior secured revolving loan2023-12-310001913724HLSG Intermediate, LLC, First lien senior secured term loan 12023-12-310001913724HLSG Intermediate, LLC, First lien senior secured term loan 22023-12-310001913724Industrial Air Flow Dynamics, Inc, First lien senior secured revolving loan2023-12-310001913724Industrial Air Flow Dynamics, Inc, First lien senior secured term loan2023-12-310001913724Nimlok Company, LLC, First lien senior secured revolving loan2023-12-310001913724Nimlok Company, LLC, First lien senior secured term loan2023-12-310001913724PRA Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724PRA Acquisition, LLC, First lien senior secured term loan2023-12-310001913724Quality Liaison Services of North America, Inc, First lien senior secured revolving loan2023-12-310001913724Quality Liaison Services of North America, Inc, First lien senior secured term loan2023-12-310001913724Steel City Wash, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Steel City Wash, LLC, First lien senior secured revolving loan2023-12-310001913724Steel City Wash, LLC, First lien senior secured term loan2023-12-310001913724us-gaap:CommercialAndIndustrialSectorMember2023-12-310001913724BCI Burke Holding Corp, First lien senior secured delayed draw term loan2023-12-310001913724BCI Burke Holding Corp, First lien senior secured revolving loan2023-12-310001913724BCI Burke Holding Corp, First lien senior secured term loan2023-12-310001913724CPS HVAC Group, LLC, First lien senior secured delayed draw term loan2023-12-310001913724CPS HVAC Group, LLC, First lien senior secured revolving loan2023-12-310001913724CPS HVAC Group, LLC, First lien senior secured term loan2023-12-310001913724Domino Equipment Company, LLC, First lien senior secured revolving loan2023-12-310001913724Domino Equipment Company, LLC, First lien senior secured term loan2023-12-310001913724Highland Acquisition, Inc, First lien senior secured revolving loan2023-12-310001913724Highland Acquisition, Inc, First lien senior secured term loan2023-12-310001913724Ironhorse Purchaser, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Ironhorse Purchaser, LLC, First lien senior secured revolving loan2023-12-310001913724Ironhorse Purchaser, LLC, First lien senior secured term loan2023-12-310001913724Rose Paving, LLC, First lien senior secured revolving loan2023-12-310001913724Rose Paving, LLC, First lien senior secured term loan2023-12-310001913724us-gaap:ConstructionSectorMember2023-12-310001913724Bulk Lift International, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Bulk Lift International, LLC, First lien senior secured revolving loan2023-12-310001913724Bulk Lift International, LLC, First lien senior secured term loan2023-12-310001913724Innovative FlexPak, LLC, First lien senior secured revolving loan2023-12-310001913724Innovative FlexPak, LLC, First lien senior secured term loan 12023-12-310001913724Innovative FlexPak, LLC, First lien senior secured term loan 22023-12-310001913724Johns Byrne LLC, First lien senior secured delayed draw term loan2023-12-310001913724Johns Byrne LLC, First lien senior secured revolving loan 12023-12-310001913724Johns Byrne LLC, First lien senior secured term loan2023-12-310001913724Johns Byrne LLC, First lien senior secured revolving loan 22023-12-310001913724K-1 Packaging Group LLC, First lien senior secured term loan2023-12-310001913724MRC Keeler Acquisition LLC, First lien senior secured delayed draw term loan2023-12-310001913724MRC Keeler Acquisition LLC, First lien senior secured revolving loan2023-12-310001913724MRC Keeler Acquisition LLC, First lien senior secured term loan2023-12-310001913724Sixarp, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Sixarp, LLC, First lien senior secured revolving loan2023-12-310001913724Sixarp, LLC, First lien senior secured term loan2023-12-310001913724Vanguard Packaging, LLC, First lien senior secured revolving loan2023-12-310001913724Vanguard Packaging, LLC, First lien senior secured term loan2023-12-310001913724us-gaap:ContainerAndPackagingSectorMember2023-12-310001913724RTP Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724RTP Acquisition, LLC, First lien senior secured term loan2023-12-310001913724tcap:DistributorsMember2023-12-31000191372450Floor, LLC, First lien senior secured revolving loan2023-12-31000191372450Floor, LLC, First lien senior secured term loan2023-12-310001913724ACES Intermediate, Inc, First lien senior secured revolving loan2023-12-310001913724ACES Intermediate, Inc, First lien senior secured term loan2023-12-310001913724CL Services Acquisition, LLC, First lien senior secured delayed draw term loan2023-12-310001913724CL Services Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724CL Services Acquisition, LLC, First lien senior secured term loan2023-12-310001913724Esquire Deposition Solutions, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Esquire Deposition Solutions, LLC, First lien senior secured revolving loan2023-12-310001913724Esquire Deposition Solutions, LLC, First lien senior secured term loan2023-12-310001913724Home Brands Group Holdings, Inc, First lien senior secured revolving loan2023-12-310001913724Home Brands Group Holdings, Inc, First lien senior secured term loan2023-12-310001913724ISSA, LLC, First lien senior secured revolving loan2023-12-310001913724ISSA, LLC, First lien senior secured term loan2023-12-310001913724Juniper Landscaping Holdings LLC, First lien senior secured delayed draw term loan 12023-12-310001913724Juniper Landscaping Holdings LLC, First lien senior secured delayed draw term loan 22023-12-310001913724Juniper Landscaping Holdings LLC, First lien senior secured revolving loan2023-12-310001913724Juniper Landscaping Holdings LLC, First lien senior secured term loan2023-12-310001913724Kalkomey Enterprises, LLC, First lien senior secured revolving loan2023-12-310001913724Kalkomey Enterprises, LLC, First lien senior secured term loan2023-12-310001913724Lawn Care Holdings Purchaser, Inc, First lien senior secured delayed draw term loan2023-12-310001913724Lawn Care Holdings Purchaser, Inc, First lien senior secured revolving loan2023-12-310001913724Lawn Care Holdings Purchaser, Inc, First lien senior secured term loan2023-12-310001913724PPW Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724PPW Acquisition, LLC, First lien senior secured term loan2023-12-310001913724Premier Early Childhood Education Partners LLC, First lien senior secured delayed draw term loan2023-12-310001913724Premier Early Childhood Education Partners LLC, First lien senior secured revolving loan2023-12-310001913724Premier Early Childhood Education Partners LLC, First lien senior secured term loan2023-12-310001913724TSR Concrete Coatings, LLC, First lien senior secured revolving loan2023-12-310001913724TSR Concrete Coatings, LLC, First lien senior secured term loan2023-12-310001913724United Land Services Opco Parent, LLC, First lien senior secured delayed draw term loan2023-12-310001913724United Land Services Opco Parent, LLC, First lien senior secured revolving loan2023-12-310001913724United Land Services Opco Parent, LLC, First lien senior secured term loan2023-12-310001913724Yard-Nique, Inc, First lien senior secured delayed draw term loan2023-12-310001913724Yard-Nique, Inc, First lien senior secured revolving loan2023-12-310001913724Yard-Nique, Inc, First lien senior secured term loan2023-12-310001913724us-gaap:ConsumerSectorMember2023-12-310001913724AEP Passion Intermediate Holdings, Inc, First lien senior secured delayed draw term loan2023-12-310001913724AEP Passion Intermediate Holdings, Inc, First lien senior secured revolving loan2023-12-310001913724AEP Passion Intermediate Holdings, Inc, First lien senior secured term loan2023-12-310001913724WCI Volt Purchaser, LLC, First lien senior secured revolving loan2023-12-310001913724WCI Volt Purchaser, LLC, First lien senior secured term loan2023-12-310001913724tcap:ElectricalEquipmentSectorMember2023-12-310001913724Advanced Lighting Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724Advanced Lighting Acquisition, LLC, First lien senior secured term loan2023-12-310001913724ITSavvy LLC, First lien senior secured delayed draw term loan2023-12-310001913724ITSavvy LLC, First lien senior secured revolving loan2023-12-310001913724ITSavvy LLC, First lien senior secured term loan2023-12-310001913724Nelson Name Plate Company, First lien senior secured delayed draw term loan2023-12-310001913724Nelson Name Plate Company, First lien senior secured revolving loan2023-12-310001913724Nelson Name Plate Company, First lien senior secured term loan2023-12-310001913724tcap:ElectronicEquipmentInstrumentsAndComponentsSectorMember2023-12-310001913724Engelman Baking Co, LLC, First lien senior secured revolving loan2023-12-310001913724Engelman Baking Co, LLC, First lien senior secured term loan2023-12-310001913724Ever Fresh Fruit Company, LLC, First lien senior secured revolving loan2023-12-310001913724Ever Fresh Fruit Company, LLC, First lien senior secured term loan2023-12-310001913724Mad Rose Company, LLC, First lien senior secured revolving loan2023-12-310001913724Mad Rose Company, LLC, First lien senior secured term loan2023-12-310001913724Main Street Gourmet, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Main Street Gourmet, LLC, First lien senior secured revolving loan2023-12-310001913724Main Street Gourmet, LLC, First lien senior secured term loan2023-12-310001913724NutriScience Innovations, LLC, First lien senior secured revolving loan2023-12-310001913724NutriScience Innovations, LLC, First lien senior secured term loan2023-12-310001913724Qin's Buffalo, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Qin's Buffalo, LLC, First lien senior secured revolving loan2023-12-310001913724Qin's Buffalo, LLC, First lien senior secured term loan2023-12-310001913724SCP Beverage Buyer, LLC, First lien senior secured revolving loan2023-12-310001913724SCP Beverage Buyer, LLC, First lien senior secured term loan2023-12-310001913724Universal Pure, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Universal Pure, LLC, First lien senior secured revolving loan2023-12-310001913724Universal Pure, LLC, First lien senior secured term loan2023-12-310001913724tcap:FoodAndStaplesRetailingSectorMember2023-12-310001913724BPCP WLF Intermedco LLC, First lien senior secured delayed draw term loan2023-12-310001913724BPCP WLF Intermedco LLC, First lien senior secured revolving loan2023-12-310001913724BPCP WLF Intermedco LLC, First lien senior secured term loan2023-12-310001913724Icelandirect, LLC, First lien senior secured revolving loan2023-12-310001913724Icelandirect, LLC, First lien senior secured term loan2023-12-310001913724Starwest Botanicals Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724Starwest Botanicals Acquisition, LLC, First lien senior secured term loan2023-12-310001913724Sun Orchard, LLC, First lien senior secured revolving loan2023-12-310001913724Sun Orchard, LLC, First lien senior secured term loan2023-12-310001913724Treat Planet Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724Treat Planet Acquisition, LLC, First lien senior secured term loan2023-12-310001913724Westminster Cracker Company, Inc, First lien senior secured revolving loan2023-12-310001913724Westminster Cracker Company, Inc, First lien senior secured term loan2023-12-310001913724us-gaap:FoodAndBeverageSectorMember2023-12-310001913724Hydromax USA, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Hydromax USA, LLC, First lien senior secured revolving loan2023-12-310001913724Hydromax USA, LLC, First lien senior secured term loan2023-12-310001913724tcap:GasUtilitiesMember2023-12-310001913724626 Holdings Equity LLC, First lien senior secured delayed draw term loan2023-12-310001913724626 Holdings Equity LLC, First lien senior secured revolving loan2023-12-310001913724626 Holdings Equity LLC, First lien senior secured term loan2023-12-310001913724EMSAR Acquisition LLC, First lien senior secured delayed draw term loan2023-12-310001913724EMSAR Acquisition LLC, First lien senior secured revolving loan2023-12-310001913724EMSAR Acquisition LLC, First lien senior secured term loan2023-12-310001913724Medical Technology Associates, LLC, First lien senior secured revolving loan2023-12-310001913724Medical Technology Associates, LLC, First lien senior secured term loan2023-12-310001913724Nasco Healthcare Inc., First lien senior secured revolving loan2023-12-310001913724Nasco Healthcare Inc., First lien senior secured term loan2023-12-310001913724Reliable Medical Supply LLC, First lien senior secured delayed draw term loan 12023-12-310001913724Reliable Medical Supply LLC, First lien senior secured delayed draw term loan 22023-12-310001913724Reliable Medical Supply LLC, First lien senior secured revolving loan2023-12-310001913724Reliable Medical Supply LLC, First lien senior secured term loan2023-12-310001913724SCA Buyer, LLC, First lien senior secured delayed draw term loan2023-12-310001913724SCA Buyer, LLC, First lien senior secured revolving loan2023-12-310001913724SCA Buyer, LLC, First lien senior secured term loan2023-12-310001913724Spectrum Solutions, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Spectrum Solutions, LLC, First lien senior secured revolving loan2023-12-310001913724Spectrum Solutions, LLC, First lien senior secured term loan2023-12-310001913724Surplus Solutions, LLC, First lien senior secured revolving loan2023-12-310001913724Surplus Solutions, LLC, First lien senior secured term loan2023-12-310001913724tcap:HealthCareEquipmentAndSuppliesSectorMember2023-12-310001913724ADVI Health, LLC, First lien senior secured revolving loan2023-12-310001913724ADVI Health, LLC, First lien senior secured term loan2023-12-310001913724Advocate RCM Acquisition Corp, First lien senior secured revolving loan2023-12-310001913724Advocate RCM Acquisition Corp, First lien senior secured term loan2023-12-310001913724Agility Intermediate, Inc, First lien senior secured delayed draw term loan2023-12-310001913724Agility Intermediate, Inc, First lien senior secured revolving loan2023-12-310001913724Agility Intermediate, Inc, First lien senior secured term loan2023-12-310001913724Apex Dental Partners, LLC, First lien senior secured delayed draw term loan 12023-12-310001913724Apex Dental Partners, LLC, First lien senior secured delayed draw term loan 22023-12-310001913724Apex Dental Partners, LLC, First lien senior secured revolving loan2023-12-310001913724Apex Dental Partners, LLC, First lien senior secured term loan2023-12-310001913724ASC Ortho Management Company, LLC, First lien senior secured delayed draw term loan2023-12-310001913724ASC Ortho Management Company, LLC, First lien senior secured revolving loan2023-12-310001913724ASC Ortho Management Company, LLC, First lien senior secured term loan2023-12-310001913724ASP Global Acquisition, LLC, First lien senior secured delayed draw term loan2023-12-310001913724ASP Global Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724ASP Global Acquisition, LLC, First lien senior secured term loan2023-12-310001913724Beacon Oral Specialists Management LLC, First lien senior secured delayed draw term loan2023-12-310001913724Beacon Oral Specialists Management LLC, First lien senior secured revolving loan2023-12-310001913724Beacon Oral Specialists Management LLC, First lien senior secured term loan2023-12-310001913724Beghou Consulting, LLC, First lien senior secured revolving loan2023-12-310001913724Beghou Consulting, LLC, First lien senior secured term loan2023-12-310001913724Behavior Frontiers, LLC, First lien senior secured revolving loan2023-12-310001913724Behavior Frontiers, LLC, First lien senior secured term loan2023-12-310001913724Benefit Plan Administrators of Eau Claire, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Benefit Plan Administrators of Eau Claire, LLC, First lien senior secured revolving loan2023-12-310001913724Benefit Plan Administrators of Eau Claire, LLC, First lien senior secured term loan2023-12-310001913724BPCP EE Intermedco LLC, First lien senior secured delayed draw term loan2023-12-310001913724BPCP EE Intermedco LLC, First lien senior secured revolving loan2023-12-310001913724BPCP EE Intermedco LLC, First lien senior secured term loan2023-12-310001913724Brightview, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Brightview, LLC, First lien senior secured revolving loan2023-12-310001913724Brightview, LLC, First lien senior secured term loan2023-12-310001913724Canadian Orthodontic Partners Corp, First lien senior secured revolving loan 12023-12-310001913724Canadian Orthodontic Partners Corp, First lien senior secured revolving loan 22023-12-310001913724Canadian Orthodontic Partners Corp, First lien senior secured revolving loan 32023-12-310001913724Change Academy at Lake of the Ozarks, LLC, First lien senior secured revolving loan2023-12-310001913724Change Academy at Lake of the Ozarks, LLC, First lien senior secured term loan2023-12-310001913724Community Care Partners, LLC, First lien senior secured delayed draw term loan 12023-12-310001913724Community Care Partners, LLC, First lien senior secured revolving loan2023-12-310001913724Community Care Partners, LLC, First lien senior secured term loan2023-12-310001913724Community Care Partners, LLC, First lien senior secured delayed draw term loan 22023-12-310001913724Dermatology Medical Partners OpCo LLC, First lien senior secured delayed draw term loan2023-12-310001913724Dermatology Medical Partners OpCo LLC, First lien senior secured revolving loan2023-12-310001913724Dermatology Medical Partners OpCo LLC, First lien senior secured term loan2023-12-310001913724EH Management Company, LLC, First lien senior secured revolving loan2023-12-310001913724EH Management Company, LLC, First lien senior secured term loan2023-12-310001913724Endodontic Practice Partners, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Endodontic Practice Partners, LLC, First lien senior secured revolving loan2023-12-310001913724Endodontic Practice Partners, LLC, First lien senior secured term loan2023-12-310001913724Flourish Research Acquisition, LLC, First lien senior secured delayed draw term loan 12023-12-310001913724Flourish Research Acquisition, LLC, First lien senior secured delayed draw term loan 22023-12-310001913724Flourish Research Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724Flourish Research Acquisition, LLC, First lien senior secured term loan2023-12-310001913724Geriatric Medical and Surgical Supply, LLC, First lien senior secured revolving loan2023-12-310001913724Geriatric Medical and Surgical Supply, LLC, First lien senior secured term loan2023-12-310001913724Golden Bear PT Partners, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Golden Bear PT Partners, LLC, First lien senior secured revolving loan2023-12-310001913724Golden Bear PT Partners, LLC, First lien senior secured term loan 12023-12-310001913724Golden Bear PT Partners, LLC, First lien senior secured term loan 22023-12-310001913724Guardian Dentistry Practice Management, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Guardian Dentistry Practice Management, LLC, First lien senior secured revolving loan2023-12-310001913724Guardian Dentistry Practice Management, LLC, First lien senior secured term loan2023-12-310001913724H2 Holdco, Inc, First lien senior secured delayed draw term loan2023-12-310001913724H2 Holdco, Inc, First lien senior secured term loan2023-12-310001913724H2 Holdco, Inc, First lien senior secured revolving loan2023-12-310001913724IMA Group Management Company, LLC, First lien senior secured delayed draw term loan2023-12-310001913724IMA Group Management Company, LLC, First lien senior secured revolving loan2023-12-310001913724IMA Group Management Company, LLC, First lien senior secured term loan2023-12-310001913724IPC Pain Acquisition, LLC, First lien senior secured delayed draw term loan2023-12-310001913724IPC Pain Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724IPC Pain Acquisition, LLC, First lien senior secured term loan2023-12-310001913724MWEC Management, LLC, First lien senior secured delayed draw term loan2023-12-310001913724MWEC Management, LLC, First lien senior secured revolving loan2023-12-310001913724MWEC Management, LLC, First lien senior secured term loan2023-12-310001913724Network Partners Acquisitions, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Network Partners Acquisitions, LLC, First lien senior secured revolving loan2023-12-310001913724Network Partners Acquisitions, LLC, First lien senior secured term loan2023-12-310001913724NH Kronos Buyer, Inc., First lien senior secured revolving loan2023-12-310001913724NH Kronos Buyer, Inc., First lien senior secured term loan2023-12-310001913724Peak Dental Services, LLC, First lien senior secured delayed draw term loan 12023-12-310001913724Peak Dental Services, LLC, First lien senior secured delayed draw term loan 22023-12-310001913724Peak Dental Services, LLC, First lien senior secured revolving loan2023-12-310001913724Peak Dental Services, LLC, First lien senior secured term loan2023-12-310001913724Peak Investment Holdings, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Peak Investment Holdings, LLC, First lien senior secured revolving loan2023-12-310001913724Peak Investment Holdings, LLC, First lien senior secured term loan2023-12-310001913724Pentec Acquisition Corp, First lien senior secured revolving loan2023-12-310001913724Pentec Acquisition Corp, First lien senior secured term loan2023-12-310001913724Purpose Home Health Acquisition, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Purpose Home Health Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724Purpose Home Health Acquisition, LLC, First lien senior secured term loan2023-12-310001913724Revival Animal Health, LLC, First lien senior secured revolving loan2023-12-310001913724Revival Animal Health, LLC, First lien senior secured term loan2023-12-310001913724RMS Health Care Management, LLC, First lien senior secured delayed draw term loan2023-12-310001913724RMS Health Care Management, LLC, First lien senior secured revolving loan2023-12-310001913724RMS Health Care Management, LLC, First lien senior secured term loan2023-12-310001913724RQM Buyer, Inc, First lien senior secured delayed draw term loan2023-12-310001913724RQM Buyer, Inc, First lien senior secured revolving loan2023-12-310001913724RQM Buyer, Inc, First lien senior secured term loan2023-12-310001913724Sage Dental Management, LLC, First lien senior secured revolving loan2023-12-310001913724Sage Dental Management, LLC, First lien senior secured term loan2023-12-310001913724SAMGI Buyer, Inc, First lien senior secured revolving loan2023-12-310001913724SAMGI Buyer, Inc, First lien senior secured term loan2023-12-310001913724SCP ENT and Allergy Services, LLC, First lien senior secured delayed draw term loan2023-12-310001913724SCP ENT and Allergy Services, LLC, First lien senior secured revolving loan2023-12-310001913724SCP ENT and Allergy Services, LLC, First lien senior secured term loan2023-12-310001913724Signature Dental Partners LLC, First lien senior secured delayed draw term loan2023-12-310001913724Signature Dental Partners LLC, First lien senior secured revolving loan2023-12-310001913724Signature Dental Partners LLC, First lien senior secured term loan2023-12-310001913724Silver Falls MSO, LLC, First lien senior secured revolving loan2023-12-310001913724Silver Falls MSO, LLC, First lien senior secured term loan2023-12-310001913724SimiTree Acquisition, LLC, First lien senior secured delayed draw term loan2023-12-310001913724SimiTree Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724SimiTree Acquisition, LLC, First lien senior secured term loan2023-12-310001913724SIMKO Merger Sub LLC, First lien senior secured delayed draw term loan 12023-12-310001913724SIMKO Merger Sub LLC, First lien senior secured delayed draw term loan 22023-12-310001913724SIMKO Merger Sub LLC, First lien senior secured revolving loan2023-12-310001913724SIMKO Merger Sub LLC, First lien senior secured term loan2023-12-310001913724Southeast Primary Care Partners, LLC, First lien senior secured delayed draw term loan 12023-12-310001913724Southeast Primary Care Partners, LLC, First lien senior secured delayed draw term loan 22023-12-310001913724Southeast Primary Care Partners, LLC, First lien senior secured revolving loan2023-12-310001913724Southeast Primary Care Partners, LLC, First lien senior secured term loan2023-12-310001913724Southern Orthodontic Partners Management, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Southern Orthodontic Partners Management, LLC, First lien senior secured revolving loan2023-12-310001913724Southern Orthodontic Partners Management, LLC, First lien senior secured term loan2023-12-310001913724Southern Sports Medicine Partners, LLC, First lien senior secured revolving loan2023-12-310001913724Southern Sports Medicine Partners, LLC, First lien senior secured term loan2023-12-310001913724Spear Education Holdings, LLC, First lien senior secured revolving loan2023-12-310001913724Spear Education Holdings, LLC, First lien senior secured term loan2023-12-310001913724Star Dental Partners LLC, First lien senior secured delayed draw term loan2023-12-310001913724Star Dental Partners LLC, First lien senior secured revolving loan2023-12-310001913724Star Dental Partners LLC, First lien senior secured term loan2023-12-310001913724U.S. Urology Partners, LLC, First lien senior secured revolving loan2023-12-310001913724U.S. Urology Partners, LLC, First lien senior secured term loan2023-12-310001913724US Foot and Ankle Specialists, LLC, First lien senior secured delayed draw term loan2023-12-310001913724US Foot and Ankle Specialists, LLC, First lien senior secured revolving loan2023-12-310001913724US Foot and Ankle Specialists, LLC, First lien senior secured term loan2023-12-310001913724Varsity DuvaSawko Operating Corp, First lien senior secured delayed draw term loan2023-12-310001913724Varsity DuvaSawko Operating Corp, First lien senior secured revolving loan2023-12-310001913724Varsity DuvaSawko Operating Corp, First lien senior secured term loan2023-12-310001913724Varsity Rejuvenate Management, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Varsity Rejuvenate Management, LLC, First lien senior secured revolving loan2023-12-310001913724Varsity Rejuvenate Management, LLC, First lien senior secured term loan2023-12-310001913724VetEvolve Holdings, LLC, First lien senior secured delayed draw term loan2023-12-310001913724VetEvolve Holdings, LLC, First lien senior secured revolving loan2023-12-310001913724VetEvolve Holdings, LLC, First lien senior secured term loan2023-12-310001913724Vital Care Buyer, LLC, First lien senior secured revolving loan2023-12-310001913724Vital Care Buyer, LLC, First lien senior secured term loan2023-12-310001913724Western Veterinary Partners LLC, First lien senior secured delayed draw term loan2023-12-310001913724Western Veterinary Partners LLC, First lien senior secured revolving loan2023-12-310001913724Western Veterinary Partners LLC, First lien senior secured term loan2023-12-310001913724tcap:HealthCareProvidersAndServicesSectorMember2023-12-310001913724AHR Intermediate, Inc, First lien senior secured delayed draw term loan2023-12-310001913724AHR Intermediate, Inc, First lien senior secured revolving loan2023-12-310001913724AHR Intermediate, Inc, First lien senior secured term loan2023-12-310001913724Millennia Patient Services, LLC, First lien senior secured revolving loan2023-12-310001913724Millennia Patient Services, LLC, First lien senior secured term loan2023-12-310001913724tcap:HealthCareTechnologySectorMember2023-12-310001913724CPS Power Buyer, LLC, First lien senior secured delayed draw term loan 12023-12-310001913724CPS Power Buyer, LLC, First lien senior secured delayed draw term loan 22023-12-310001913724CPS Power Buyer, LLC, First lien senior secured revolving loan2023-12-310001913724CPS Power Buyer, LLC, First lien senior secured term loan2023-12-310001913724Kwalu, LLC, First lien senior secured revolving loan2023-12-310001913724Kwalu, LLC, First lien senior secured term loan2023-12-310001913724MacKenzie Childs Acquisition, Inc, First lien senior secured revolving loan2023-12-310001913724MacKenzie Childs Acquisition, Inc, First lien senior secured term loan2023-12-310001913724Renovation Systems, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Renovation Systems, LLC, First lien senior secured revolving loan2023-12-310001913724Renovation Systems, LLC, First lien senior secured term loan2023-12-310001913724Storm Smart Buyer LLC, First lien senior secured revolving loan2023-12-310001913724Storm Smart Buyer LLC, First lien senior secured term loan2023-12-310001913724Trademark Global, LLC, First lien senior secured revolving loan2023-12-310001913724Trademark Global, LLC, First lien senior secured term loan2023-12-310001913724tcap:HouseholdDurablesSectorMember2023-12-310001913724Hultec Buyer, LLC, First lien senior secured revolving loan2023-12-310001913724Hultec Buyer, LLC, First lien senior secured term loan2023-12-310001913724tcap:IndustrialConglomeratesSectorMember2023-12-310001913724Aquatic Sales Solutions, LLC, First lien senior secured revolving loan2023-12-310001913724Aquatic Sales Solutions, LLC, First lien senior secured term loan2023-12-310001913724DealerOn Inc., First lien senior secured revolving loan2023-12-310001913724DealerOn Inc., First lien senior secured term loan2023-12-310001913724tcap:InternetAndDirectMarketingRetailMember2023-12-310001913724E-Phoenix Acquisition Co. Inc., First lien senior secured revolving loan2023-12-310001913724E-Phoenix Acquisition Co. Inc., First lien senior secured term loan2023-12-310001913724FreshAddress, LLC, First lien senior secured revolving loan2023-12-310001913724FreshAddress, LLC, First lien senior secured term loan2023-12-310001913724Icreon Holdings, LLC, First lien senior secured revolving loan2023-12-310001913724Icreon Holdings, LLC, First lien senior secured term loan2023-12-310001913724P and R Dental Strategies, LLC, First lien senior secured revolving loan2023-12-310001913724P and R Dental Strategies, LLC, First lien senior secured term loan2023-12-310001913724White Label Communications,LLC, First lien senior secured revolving loan2023-12-310001913724White Label Communications,LLC, First lien senior secured term loan2023-12-310001913724us-gaap:TechnologySectorMember2023-12-310001913724Champion Motorsports Group, LLC, First lien senior secured revolving loan2023-12-310001913724Champion Motorsports Group, LLC, First lien senior secured term loan2023-12-310001913724MacNeill Pride Group Corp., First lien senior secured delayed draw term loan2023-12-310001913724MacNeill Pride Group Corp., First lien senior secured revolving loan2023-12-310001913724MacNeill Pride Group Corp., First lien senior secured term loan2023-12-310001913724tcap:LeisureEquipmentAndProductsMember2023-12-310001913724PHGP MB Purchaser, Inc., First lien senior secured delayed draw term loan2023-12-310001913724PHGP MB Purchaser, Inc., First lien senior secured revolving loan2023-12-310001913724PHGP MB Purchaser, Inc., First lien senior secured term loan2023-12-310001913724tcap:LeisureProductsMember2023-12-310001913724Aptitude Health Holdings, LLC, First lien senior secured revolving loan2023-12-310001913724Aptitude Health Holdings, LLC, First lien senior secured term loan2023-12-310001913724CR Services Intermediate, LLC, First lien senior secured delayed draw term loan2023-12-310001913724CR Services Intermediate, LLC, First lien senior secured revolving loan2023-12-310001913724CR Services Intermediate, LLC, First lien senior secured term loan2023-12-310001913724tcap:LifeSciencesToolsAndServicesMember2023-12-310001913724Abrasive Technology Intermediate, LLC, First lien senior secured revolving loan2023-12-310001913724Abrasive Technology Intermediate, LLC, First lien senior secured term loan2023-12-310001913724DNS IMI Acquisition Corp, First lien senior secured revolving loan2023-12-310001913724DNS IMI Acquisition Corp, First lien senior secured term loan2023-12-310001913724Double E Company, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Double E Company, LLC, First lien senior secured revolving loan2023-12-310001913724Double E Company, LLC, First lien senior secured term loan2023-12-310001913724SPG Holdco, LLC, First lien senior secured revolving loan2023-12-310001913724SPG Holdco, LLC, First lien senior secured term loan2023-12-310001913724tcap:MachinerySectorMember2023-12-310001913724ALM Media, LLC, First lien senior secured revolving loan2023-12-310001913724ALM Media, LLC, First lien senior secured term loan2023-12-310001913724Barkley, LLC, First lien senior secured revolving loan2023-12-310001913724Barkley, LLC, First lien senior secured term loan2023-12-310001913724Exclusive Concepts, LLC, First lien senior secured delayed draw term loan 12023-12-310001913724Exclusive Concepts, LLC, First lien senior secured delayed draw term loan 22023-12-310001913724Exclusive Concepts, LLC, First lien senior secured revolving loan2023-12-310001913724Exclusive Concepts, LLC, First lien senior secured term loan2023-12-310001913724Infolinks Media Buyco, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Infolinks Media Buyco, LLC, First lien senior secured revolving loan2023-12-310001913724Infolinks Media Buyco, LLC, First lien senior secured term loan2023-12-310001913724NTM Acquisition Corp, First lien senior secured revolving loan2023-12-310001913724NTM Acquisition Corp, First lien senior secured term loan2023-12-310001913724Optimized Marketing Acquisition, LLC, First lien senior secured revolving loan2023-12-310001913724Optimized Marketing Acquisition, LLC, First lien senior secured term loan2023-12-310001913724Peninsula MMGY Corporation, First lien senior secured revolving loan2023-12-310001913724Peninsula MMGY Corporation, First lien senior secured term loan2023-12-310001913724RKD Group, LLC, First lien senior secured revolving loan2023-12-310001913724RKD Group, LLC, First lien senior secured term loan2023-12-310001913724The Channel Company, LLC, First lien senior secured revolving loan2023-12-310001913724The Channel Company, LLC, First lien senior secured term loan2023-12-310001913724WTWH Buyer, LLC, First lien senior secured revolving loan2023-12-310001913724WTWH Buyer, LLC, First lien senior secured term loan2023-12-310001913724tcap:MediaSectorMember2023-12-310001913724Copperweld Group, Inc., First lien senior secured revolving loan2023-12-310001913724Copperweld Group, Inc., First lien senior secured term loan2023-12-310001913724tcap:MetalsAndMiningSectorMember2023-12-310001913724Bio Agri Mix Holdings Inc., First lien senior secured revolving loan 12023-12-310001913724Bio Agri Mix Holdings Inc., First lien senior secured revolving loan 22023-12-310001913724Bio Agri Mix Holdings Inc., First lien senior secured term loan2023-12-310001913724Formulated Buyer, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Formulated Buyer, LLC, First lien senior secured revolving loan2023-12-310001913724Formulated Buyer, LLC, First lien senior secured term loan2023-12-310001913724tcap:PharmaceuticalsMember2023-12-310001913724Cosmetic Solutions, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Cosmetic Solutions, LLC, First lien senior secured revolving loan2023-12-310001913724Cosmetic Solutions, LLC, First lien senior secured term loan2023-12-310001913724tcap:PersonalProductsMember2023-12-310001913724Helpware, Inc., First lien senior secured revolving loan2023-12-310001913724Helpware, Inc., First lien senior secured term loan2023-12-310001913724Stax Holding Company, LLC, First lien senior secured revolving loan2023-12-310001913724Stax Holding Company, LLC,First lien senior secured term loan2023-12-310001913724tcap:ProfessionalServicesSectorMember2023-12-310001913724BBG, Inc, First lien senior secured revolving loan2023-12-310001913724BBG, Inc, First lien senior secured term loan2023-12-310001913724MetaSource, LLC, First lien senior secured delayed draw term loan2023-12-310001913724MetaSource, LLC, First lien senior secured revolving loan2023-12-310001913724MetaSource, LLC, First lien senior secured term loan2023-12-310001913724tcap:RealEstateManagementAndDevelopmentMember2023-12-310001913724Altamira Material Solutions, LP, First lien senior secured revolving loan2023-12-310001913724Altamira Material Solutions, LP, First lien senior secured term loan2023-12-310001913724tcap:SemiconductorsAndSemiconductorEquipmentMember2023-12-310001913724AFFINITIV INC, First lien senior secured revolving loan2023-12-310001913724AFFINITIV INC, First lien senior secured term loan2023-12-310001913724Shasta Buyer, LLC, First lien senior secured revolving loan2023-12-310001913724Shasta Buyer, LLC, First lien senior secured term loan2023-12-310001913724ShiftKey, LLC, First lien senior secured revolving loan2023-12-310001913724ShiftKey, LLC, First lien senior secured term loan2023-12-310001913724tcap:SoftwareSectorMember2023-12-310001913724Dykstras Auto LLC, First lien senior secured delayed draw term loan2023-12-310001913724Dykstras Auto LLC, First lien senior secured revolving loan2023-12-310001913724Dykstras Auto LLC, First lien senior secured term loan2023-12-310001913724Kaizen Auto Care, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Kaizen Auto Care, LLC, First lien senior secured revolving loan2023-12-310001913724Kaizen Auto Care, LLC, First lien senior secured term loan2023-12-310001913724Leonard Group, Inc, First lien senior secured revolving loan2023-12-310001913724Leonard Group, Inc, First lien senior secured term loan2023-12-310001913724Pink Lily Holdings, LLC, First lien senior secured revolving loan2023-12-310001913724Pink Lily Holdings, LLC, First lien senior secured term loan2023-12-310001913724Soccer Post Acquisition LLC, First lien senior secured delayed draw term loan2023-12-310001913724Soccer Post Acquisition LLC, First lien senior secured revolving loan2023-12-310001913724Soccer Post Acquisition LLC, First lien senior secured term loan2023-12-310001913724tcap:SpecialtyRetailSectorMember2023-12-310001913724AFC-Dell Holding Corp, First lien senior secured delayed draw term loan 12023-12-310001913724AFC-Dell Holding Corp, First lien senior secured delayed draw term loan 22023-12-310001913724AFC-Dell Holding Corp, First lien senior secured delayed draw term loan 32023-12-310001913724AFC-Dell Holding Corp, First lien senior secured revolving loan2023-12-310001913724AFC-Dell Holding Corp, First lien senior secured term loan2023-12-310001913724American Equipment Systems LLC, First lien senior secured delayed draw term loan2023-12-310001913724American Equipment Systems LLC, First lien senior secured term loan 12023-12-310001913724American Equipment Systems LLC, First lien senior secured term loan 22023-12-310001913724Ascent Lifting, Inc, First lien senior secured revolving loan2023-12-310001913724Ascent Lifting, Inc, First lien senior secured term loan2023-12-310001913724Banner Buyer, LLC, First lien senior secured delayed draw term loan2023-12-310001913724Banner Buyer, LLC, First lien senior secured revolving loan2023-12-310001913724Banner Buyer, LLC, First lien senior secured term loan2023-12-310001913724Empire Equipment Company, LLC, First lien senior secured revolving loan2023-12-310001913724Empire Equipment Company, LLC, First lien senior secured term loan2023-12-310001913724Montway LLC, First lien senior secured delayed draw term loan2023-12-310001913724Montway LLC, First lien senior secured revolving loan2023-12-310001913724Montway LLC, First lien senior secured term loan2023-12-310001913724NEFCO Holding Company, LLC, First lien senior secured delayed draw term loan 12023-12-310001913724NEFCO Holding Company, LLC, First lien senior secured delayed draw term loan 22023-12-310001913724NEFCO Holding Company, LLC, First lien senior secured delayed draw term loan 32023-12-310001913724NEFCO Holding Company, LLC, First lien senior secured delayed draw term loan 42023-12-310001913724NEFCO Holding Company, LLC, First lien senior secured revolving loan2023-12-310001913724NEFCO Holding Company, LLC, First lien senior secured term loan 12023-12-310001913724NEFCO Holding Company, LLC, First lien senior secured term loan 22023-12-310001913724Triad Technologies, LLC, First lien senior secured revolving loan2023-12-310001913724Triad Technologies, LLC, First lien senior secured term loan2023-12-310001913724tcap:TradingCompaniesAndDistributorsSectorMember2023-12-310001913724Diamondback Buyer, LLC, First lien senior secured revolving loan2023-12-310001913724Diamondback Buyer, LLC, First lien senior secured term loan2023-12-310001913724tcap:WaterUtilitiesMember2023-12-310001913724tcap:SeniorSecuredDebtInvestmentsMember2023-12-310001913724Empire Equipment Company, LLC, Sponsor subordinated note2023-12-310001913724tcap:SubordinatedNotesInvestmentsMember2023-12-310001913724Twin Brook Equity Holdings, LLC, Equity interest2023-12-310001913724Twin Brook Segregated Equity Holdings, LLC, Equity interest2023-12-310001913724Wells Fargo Bank, National Association, Settlement Date 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LLC2023-12-310001913724P and R Dental Strategies, LLC2024-06-300001913724P and R Dental Strategies, LLC2023-12-310001913724Palmetto Technology Group, LLC2024-06-300001913724Palmetto Technology Group, LLC2023-12-310001913724Peak Dental Services, LLC2024-06-300001913724Peak Dental Services, LLC2023-12-310001913724Peak Investment Holdings, LLC2024-06-300001913724Peak Investment Holdings, LLC2023-12-310001913724Peninsula MMGY Corporation2024-06-300001913724Peninsula MMGY Corporation2023-12-310001913724Pentec Acquisition Corp.2024-06-300001913724Pentec Acquisition Corp.2023-12-310001913724PHGP MB Purchaser, Inc.2024-06-300001913724PHGP MB Purchaser, Inc.2023-12-310001913724Pink Lily Holdings, LLC2024-06-300001913724Pink Lily Holdings, LLC2023-12-310001913724Polycorp Ltd2024-06-300001913724Polycorp Ltd2023-12-310001913724PPW Acquisition, LLC2024-06-300001913724PPW Acquisition, LLC2023-12-310001913724PRA Acquisition, LLC2024-06-300001913724PRA Acquisition, LLC2023-12-310001913724Premier Early Childhood Education Partners LLC2024-06-300001913724Premier Early Childhood Education Partners LLC2023-12-310001913724PRM Management Company, LLC2024-06-300001913724PRM Management Company, LLC2023-12-310001913724Purpose Home Health Acquisition, LLC2024-06-300001913724Purpose Home Health Acquisition, LLC2023-12-310001913724Qin's Buffalo, LLC2024-06-300001913724Qin's Buffalo, LLC2023-12-310001913724Quality Liaison Services of North America, Inc2024-06-300001913724Quality Liaison Services of North America, Inc2023-12-310001913724Raneys, LLC2024-06-300001913724Raneys, LLC2023-12-310001913724Reliable Medical Supply LLC2024-06-300001913724Reliable Medical Supply LLC2023-12-310001913724Renovation Systems, LLC2024-06-300001913724Renovation Systems, LLC2023-12-310001913724Revival Animal Health, LLC2024-06-300001913724Revival Animal Health, LLC2023-12-310001913724RKD Group, LLC2024-06-300001913724RKD Group, LLC2023-12-310001913724RMS Health Care Management, LLC2024-06-300001913724RMS Health Care Management, LLC2023-12-310001913724Rose Paving, LLC2024-06-300001913724Rose Paving, LLC2023-12-310001913724RQM Buyer, Inc.2024-06-300001913724RQM Buyer, Inc.2023-12-310001913724RTP Acquisition, LLC2024-06-300001913724RTP Acquisition, LLC2023-12-310001913724Sage Dental Management, LLC2024-06-300001913724Sage Dental Management, LLC2023-12-310001913724SAMGI Buyer, Inc.2024-06-300001913724SAMGI Buyer, Inc.2023-12-310001913724SASE Company, LLC2024-06-300001913724SASE Company, LLC2023-12-310001913724SCA Buyer, LLC2024-06-300001913724SCA Buyer, LLC2023-12-310001913724SCP Beverage Buyer, LLC2024-06-300001913724SCP Beverage Buyer, LLC2023-12-310001913724SCP ENT and Allergy Services, LLC2024-06-300001913724SCP ENT and Allergy Services, LLC2023-12-310001913724Shasta Buyer, LLC2024-06-300001913724Shasta Buyer, LLC2023-12-310001913724ShiftKey, LLC2024-06-300001913724ShiftKey, LLC2023-12-310001913724Signature Dental Partners LLC2024-06-300001913724Signature Dental Partners LLC2023-12-310001913724Silver Falls MSO, LLC2024-06-300001913724Silver Falls MSO, LLC2023-12-310001913724SimiTree Acquisition LLC2024-06-300001913724SimiTree Acquisition LLC2023-12-310001913724SIMKO Merger Sub, LLC2024-06-300001913724SIMKO Merger Sub, LLC2023-12-310001913724Sixarp, LLC2024-06-300001913724Sixarp, LLC2023-12-310001913724Soccer Post Acquisition, LLC2024-06-300001913724Soccer Post Acquisition, LLC2023-12-310001913724Southeast Primary Care Partners, LLC2024-06-300001913724Southeast Primary Care Partners, LLC2023-12-310001913724Southern Orthodontic Partners Management, LLC2024-06-300001913724Southern Orthodontic Partners Management, LLC2023-12-310001913724Southern Sports Medicine Partners, LLC2024-06-300001913724Southern Sports Medicine Partners, LLC2023-12-310001913724Spear Education Holdings, LLC2024-06-300001913724Spear Education Holdings, LLC2023-12-310001913724Spectrum Solutions, LLC2024-06-300001913724Spectrum Solutions, LLC2023-12-310001913724SPG Holdco, LLC2024-06-300001913724SPG Holdco, LLC2023-12-310001913724Star Dental Partners LLC2024-06-300001913724Star Dental Partners LLC2023-12-310001913724Starwest Botanicals Acquisition, LLC2024-06-300001913724Starwest Botanicals Acquisition, LLC2023-12-310001913724Stax Holding Company, LLC2024-06-300001913724Stax Holding Company, LLC2023-12-310001913724Steel City Wash, LLC2024-06-300001913724Steel City Wash, LLC2023-12-310001913724Storm Smart Buyer LLC2024-06-300001913724Storm Smart Buyer LLC2023-12-310001913724Sun Orchard, LLC2024-06-300001913724Sun Orchard, LLC2023-12-310001913724Surplus Solutions, LLC2024-06-300001913724Surplus Solutions, LLC2023-12-310001913724Teel Plastics, LLC2024-06-300001913724Teel Plastics, LLC2023-12-310001913724The Channel Company, LLC2024-06-300001913724The Channel Company, LLC2023-12-310001913724The Chempetitive Group, LLC2024-06-300001913724The Chempetitive Group, LLC2023-12-310001913724Trademark Global, LLC2024-06-300001913724Trademark Global, LLC2023-12-310001913724Treat Planet Acquisition, LLC2024-06-300001913724Treat Planet Acquisition, LLC2023-12-310001913724Triad Technologies, LLC2024-06-300001913724Triad Technologies, LLC2023-12-310001913724TruBlue LLC2024-06-300001913724TruBlue LLC2023-12-310001913724TSR Concrete Coatings, LLC2024-06-300001913724TSR Concrete Coatings, LLC2023-12-310001913724U.S. Urology Partners, LLC2024-06-300001913724U.S. Urology Partners, LLC2023-12-310001913724United Land Services Opco Parent, LLC2024-06-300001913724United Land Services Opco Parent, LLC2023-12-310001913724Universal Pure, LLC2024-06-300001913724Universal Pure, LLC2023-12-310001913724US Foot and Ankle Specialists, LLC2024-06-300001913724US Foot and Ankle Specialists, LLC2023-12-310001913724USALCO, LLC2024-06-300001913724USALCO, LLC2023-12-310001913724USSC Holding Corp2024-06-300001913724USSC Holding Corp2023-12-310001913724Vanguard Packaging, LLC2024-06-300001913724Vanguard Packaging, LLC2023-12-310001913724Varsity DuvaSawko Operating Corp.2024-06-300001913724Varsity DuvaSawko Operating Corp.2023-12-310001913724Varsity Rejuvenate Partners, LLC2024-06-300001913724Varsity Rejuvenate Partners, LLC2023-12-310001913724Vehicle Accessories, Inc.2024-06-300001913724Vehicle Accessories, Inc.2023-12-310001913724VetEvolve Holdings, LLC2024-06-300001913724VetEvolve Holdings, LLC2023-12-310001913724Vital Care Buyer, LLC2024-06-300001913724Vital Care Buyer, LLC2023-12-310001913724WCI Volt Purchaser, LLC2024-06-300001913724WCI Volt Purchaser, LLC2023-12-310001913724Western Veterinary Partners, LLC2024-06-300001913724Western Veterinary Partners, LLC2023-12-310001913724Westminster Cracker Company, Inc.2024-06-300001913724Westminster Cracker Company, Inc.2023-12-310001913724White Label Communications, LLC2024-06-300001913724White Label Communications, LLC2023-12-310001913724Wolf Gordon Inc2024-06-300001913724Wolf Gordon Inc2023-12-310001913724WTWH Buyer, LLC2024-06-300001913724WTWH Buyer, LLC2023-12-310001913724Yard-Nique, Inc2024-06-300001913724Yard-Nique, Inc2023-12-310001913724Zipline Logistics, LLC2024-06-300001913724Zipline Logistics, LLC2023-12-310001913724tcap:CommonClassIMember2024-01-282024-01-280001913724tcap:CommonClassIMember2024-02-262024-02-260001913724tcap:CommonClassIMember2024-03-282024-03-280001913724tcap:CommonClassIMember2024-04-272024-04-270001913724tcap:CommonClassIMember2024-05-282024-05-280001913724tcap:CommonClassIMember2024-06-272024-06-270001913724tcap:CommonClassSMember2024-01-282024-01-280001913724tcap:CommonClassSMember2024-02-262024-02-260001913724tcap:CommonClassSMember2024-03-282024-03-280001913724tcap:CommonClassSMember2024-04-272024-04-270001913724tcap:CommonClassSMember2024-05-282024-05-280001913724tcap:CommonClassSMember2024-06-272024-06-270001913724tcap:CommonClassDMember2024-01-282024-01-280001913724tcap:CommonClassDMember2024-02-262024-02-260001913724tcap:CommonClassDMember2024-03-282024-03-280001913724tcap:CommonClassDMember2024-04-272024-04-270001913724tcap:CommonClassDMember2024-05-282024-05-280001913724tcap:CommonClassDMember2024-06-272024-06-270001913724tcap:CommonClassIMember2023-03-272023-03-270001913724tcap:CommonClassIMember2023-04-262023-04-260001913724tcap:CommonClassIMember2023-05-252023-05-250001913724tcap:CommonClassIMember2023-06-272023-06-270001913724tcap:AGTwinBrookBDCIncMember2023-07-280001913724tcap:AGTwinBrookBDCIncMember2023-07-280001913724tcap:AGTwinBrookBDCIncMember2023-07-282023-07-280001913724tcap:CommonClassIMember2023-06-300001913724us-gaap:CommonStockMembertcap:CommonClassIMember2023-06-300001913724us-gaap:SubsequentEventMember2024-07-012024-07-010001913724us-gaap:SubsequentEventMember2024-08-012024-08-010001913724srt:AffiliatedEntityMembertcap:CommonClassSMembersrt:ScenarioForecastMembertcap:IntermediaryManagerAgreementMember2024-10-012024-10-010001913724tcap:CommonClassIMemberus-gaap:SubsequentEventMember2024-07-242024-07-240001913724tcap:CommonClassSMemberus-gaap:SubsequentEventMember2024-07-242024-07-240001913724tcap:CommonClassDMemberus-gaap:SubsequentEventMember2024-07-242024-07-240001913724tcap:ASPVCreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:SubsequentEventMember2024-08-090001913724tcap:ASPVCreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:SubsequentEventMember2024-08-092024-08-090001913724us-gaap:SubsequentEventMember2024-07-262024-07-26
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number: 814-01520
AG Twin Brook Capital Income Fund
(Exact name of registrant as specified in its charter)
Delaware88-6102187
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
245 Park Avenue, 26th Floor, New York, NY
10167
(Address of principal executive offices)(Zip Code)
(Registrant’s telephone number, including area code): (212) 692-2000
________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange
on which registered
NoneNoneNone
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, par value $0.001 per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
oAccelerated filero
Non-accelerated filerxSmaller reporting companyo
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
The number of shares of the Registrant’s common shares of beneficial interest (“Common Shares”), $0.001 par value per share, outstanding as of August 12, 2024 was 48,864,277, 2,688,101 and 33,149 of Class I, Class S and Class D Common Shares, respectively. Common Shares outstanding exclude August 1, 2024 subscriptions since the issuance price is not yet finalized at the date of this filing.


Table of Contents
TABLE OF CONTENTS
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)
Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (Unaudited)
Consolidated Schedules of Investments as of June 30, 2024 (Unaudited) and December 31, 2023


Table of Contents
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AG Twin Brook Capital Income Fund
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
June 30, 2024December 31, 2023
(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliated investments at fair value (amortized cost of $2,268,659 and $1,344,384, respectively)
$2,266,894 $1,343,705 
Non-controlled/affiliated investments at fair value (amortized cost of $64,345 and $50,235, respectively)
69,913 54,714 
Cash and cash equivalents (restricted cash of $33,809 and $30,496 as of June 30, 2024 and December 31, 2023, respectively)
178,510 62,706 
Deferred financing costs16,210 9,796 
Interest receivable11,236 6,011 
Other assets1,340  
Deferred offering costs1,198 1,068 
Prepaid expenses 413 
Total assets$2,545,301 $1,478,413 
Liabilities
Debt (Note 5)1,228,874 643,000 
Dividend payable11,567 17,913 
Interest payable8,687 7,824 
Income incentive fee payable4,807 2,794 
Management fees payable3,437 2,329 
Accrued expenses and other liabilities payable to affiliate1,812 2,424 
Deferred tax liability1,587 1,371 
Deferred income1,471 1,367 
Unrealized loss on derivative contracts1,341 44 
Capital gains incentive fee payable551 496 
Total liabilities$1,264,134 679,562 
Commitments and contingencies (Note 8)
Net assets
Common shares $0.001 par value, unlimited shares authorized; 50,347,937 and 31,438,430 shares issued and outstanding, respectively
$50 $31 
Additional paid-in-capital1,271,392 794,767 
Total distributable earnings (loss)9,725 4,053 
Total net assets1,281,167 798,851 
Total liabilities and net assets$2,545,301 $1,478,413 
Net asset value per share$25.45 $25.41 

The accompanying notes are an integral part of these consolidated financial statements.
2

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
June 30, 2024December 31, 2023
(Unaudited)
Net Asset Value per Share
Class I Shares:
Net assets$1,215,466 $768,513 
Common shares $0.001 par value, unlimited shares authorized
47,765,958 30,244,520 
Net asset value per share$25.45 $25.41 
Class S Shares:
Net assets$64,962 $30,015 
Common shares $0.001 par value, unlimited shares authorized
2,552,923 1,181,210 
Net asset value per share$25.45 $25.41 
Class D Shares:
Net assets$739 $323 
Common shares $0.001 par value, unlimited shares authorized
29,056 12,700 
Net asset value per share$25.45 $25.41 
The accompanying notes are an integral part of these consolidated financial statements.
3

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
(Unaudited)
Three Months
Ended
June 30,
2024
Three Months
Ended
June 30,
2023
Six Months Ended
June 30,
2024
Six Months Ended
June 30,
2023
Investment income
Investment income from non-controlled, non-affiliated investments:
Interest$60,839 $28,253 $107,587 $52,350 
Payment-in-kind interest471 59 1,278 101 
Other2,409 331 3,616 1,259 
Total investment income from non-controlled, non-affiliated investments:63,719 28,643 112,481 53,710 
Total investment income63,719 28,643 112,481 53,710 
Expenses
Interest$19,669 $9,625 $35,127 $17,317 
Income incentive fees(1)
4,807 1,915 8,390 3,585 
Management fees(1)
3,437 1,770 6,084 3,410 
Professional fees531 721 1,085 1,273 
Offering costs377 836 716 1,618 
Other458 357 618 643 
Insurance fees308 23 461 112 
Accounting fees141 114 310 272 
Administrative fees(1)
363 321 595 1,072 
Distribution and shareholder servicing fees:
Class S123  211  
Class D1  1  
Trustees' fees45 45 90 89 
Capital gains incentive fees(1)
62 209 55 543 
Organizational costs   528 
Total expenses30,322 15,936 53,743 30,462 
Distribution and shareholder servicing fees waived(87) (149) 
Net expenses30,235 15,936 53,594 30,462 
Net investment income (loss) before taxes$33,484 $12,707 $58,887 $23,248 
Deferred federal tax provision(2)
(95)346 216 $924 
Current federal tax(2)
32  32 $ 
Net investment income (loss) after taxes$33,547 $12,361 $58,639 $22,324 
Net realized and change in unrealized gain (loss) on investment transactions
Net realized gain (loss) on investment transactions:
Non-controlled, non-affiliated investments230  230 (18)
Non-controlled, affiliated investments35  35  
Foreign currency forward contracts46  14  
Net change in unrealized gain (loss) on investment transactions:
Non-controlled, non-affiliated investments729 29 (1,086)199 
Non-controlled, affiliated investments(510)1,644 1,089 4,165 
Foreign currency forward contracts(30) 37  
The accompanying notes are an integral part of these consolidated financial statements.
4

Table of Contents
Total net realized and change in unrealized gain (loss) on investment transactions500 1,673 319 4,346 
Net increase (decrease) in net assets resulting from operations$34,047 $14,034 $58,958 $26,670 

(1)Refer to Note 6 - Agreements and Related Party Transactions
(2)Related to the Company’s wholly-owned, consolidated subsidiaries, Twin Brook Equity XVIII Corp. and Twin Brook Equity XXXIII Corp., which are treated as corporations for United States federal income tax purposes
The accompanying notes are an integral part of these consolidated financial statements.
5

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Statements of Changes in Net Assets
(Amounts in thousands, except share amounts)
(Unaudited)
Three Months Ended
June 30,
2024
Three Months Ended
June 30,
2023
Six Months Ended
June 30,
2024
Six Months Ended
June 30,
2023
Increase (decrease) in net assets resulting from operations
Net investment income (loss)$33,547 $12,361 $58,639 $22,324 
Net realized gain (loss)311  279 (18)
Net change in unrealized gain (loss)189 1,673 40 4,364 
Net increase (decrease) in net assets resulting from operations34,047 14,034 58,958 26,670 
Dividends
Class I(30,490)(12,295)(54,718)(16,120)
Class S(1,545) (2,647) 
Class D(26) (52) 
Net increase (decrease) in net assets resulting from dividends(32,061)(12,295)(57,417)(16,120)
Capital share transactions
Class I
Proceeds from shares sold206,631 49,325 436,398 57,140 
Share transfers between classes495  495  
Distributions reinvested5,020 284 9,080 284 
Repurchased shares, net of early repurchase deduction  (487) 
Class S
Proceeds from shares sold17,811  33,464  
Share transfers between classes(105) (105) 
Distributions reinvested785  1,514  
Repurchased shares, net of early repurchase deduction    
Class D
Proceeds from shares sold141  771  
Share transfers between classes(390) (390) 
Distributions reinvested15  35  
Repurchased shares, net of early repurchase deduction    
Net increase (decrease) in net assets resulting from capital share transactions230,403 49,609 480,775 57,424 
Total increase (decreases) in net assets232,389 51,348 482,316 67,974 
Net assets, at beginning of period1,048,778 545,521 798,851 528,895 
Net assets, at end of period$1,281,167 $596,869 $1,281,167 $596,869 
The accompanying notes are an integral part of these consolidated financial statements.
6

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
Six Months
Ended
June 30,
2024
Six Months Ended
June 30,
2023
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations$58,958 $26,670 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net realized (gain) loss on investments(265)18 
Net realized (gain) loss on foreign currency forward contracts(14) 
Net change in unrealized (appreciation) depreciation on investments(3)(4,364)
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts(37) 
Net accretion on debt instruments(5,053)(2,186)
Net paydown gain on debt instruments(861)(359)
Interest received in-kind(1,278)(59)
Purchases and drawdowns of investments(1,066,731)(253,754)
Proceeds from sales and paydowns of investments135,803 100,849 
Net settlements on derivative contracts14  
Amortization of deferred financing costs1,424 867 
Amortization of deferred offering costs497 1,618 
Change in operating assets and liabilities:
(Increase) decrease in interest receivable(5,225)2,221 
(Increase) decrease in other assets(1,340) 
(Increase) decrease in prepaid expenses413 100 
Increase (decrease) in interest payable863 1,424 
Increase (decrease) in accrued expenses and other liabilities payable to affiliate(612)326 
Increase (decrease) in income incentive fees payable2,013 503 
Increase (decrease) in management fees payable1,108 373 
Increase (decrease) in deferred tax liability216 924 
Increase (decrease) in deferred income104 (105)
Increase (decrease) in capital gains incentive fees payable55 544 
Increase (decrease) in due to affiliate (188)
Net cash used in operating activities(879,951)(124,578)
Cash flows from financing activities
Dividends paid(53,134)(27,370)
Payments for repurchase of common shares(487) 
Proceeds from issuance of common shares470,633 57,140 
Borrowings on debt1,309,408 230,400 
Payments on debt(722,200)(130,400)
Payments for deferred financing costs(7,838)(150)
Payments for deferred offering costs(627)(2,245)
Net cash provided by financing activities995,755 127,375 
Net change in cash115,804 2,797 
The accompanying notes are an integral part of these consolidated financial statements.
7

Table of Contents
Six Months
Ended
June 30,
2024
Six Months Ended
June 30,
2023
Cash and restricted cash
Cash and restricted cash, beginning of period62,706 38,509 
Cash and restricted cash, end of period$178,510 $41,306 
Supplemental and non-cash information
Distributions reinvested$10,629 $284 
Cash paid during the period for interest$32,033 $15,026 
Dividends payable$11,567 $4,173 
The following table provides a reconciliation of cash and restricted cash reported within the consolidated statements of assets and liabilities:
Cash$144,701 $15,350 
Restricted cash33,809 25,956 
Total cash and restricted cash$178,510 $41,306 

The accompanying notes are an integral part of these consolidated financial statements.
8

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
    
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Investments
Non-controlled/non-affiliated senior secured debt
Aerospace and defense
Mattco Forge, Inc (6)First lien senior secured revolving loanS + 4.75%10.23%12/6/2024$506 $(2)$(2)0.00 %
Mattco Forge, Inc First lien senior secured term loanS + 4.75%10.23%1/6/20252,064 2,055 2,057 0.16 %
2,053 2,055 0.16 %
Air freight and logistics
Load One Purchaser Corporation (6)First lien senior secured delayed draw term loanS + 6.00%11.60%6/21/2028$6,230 $(77)$(75)(0.01)%
Load One Purchaser Corporation (6)First lien senior secured revolving loanS + 6.00%11.60%6/21/20283,557 (46)(42)0.00 %
Load One Purchaser Corporation First lien senior secured term loanS + 6.00%11.60%6/21/202814,072 13,870 13,886 1.07 %
Zipline Logistics, LLC (6)First lien senior secured delayed draw term loanS + 6.00%11.59%9/19/20274,527 (67)(62)0.00 %
Zipline Logistics, LLC First lien senior secured revolving loanS + 6.00%11.72%9/19/20271,687 751 753 0.06 %
Zipline Logistics, LLC First lien senior secured term loanS + 6.00%11.59%9/19/20276,820 6,709 6,716 0.52 %
21,140 21,176 1.64 %
Auto components
A.P.A. Industries, LLC (6)First lien senior secured revolving loanS + 6.00%11.46%1/10/2028$1,523 $(27)$(25)0.00 %
A.P.A. Industries, LLC First lien senior secured term loanS + 6.00%11.46%1/10/20288,891 8,725 8,733 0.68 %
AvCarb, LLC First lien senior secured delayed draw term loanS +
2.00% + 5.00% PIK
12.60%11/12/2026238 235 230 0.02 %
AvCarb, LLC (6)First lien senior secured revolving loanS +
2.00% + 5.00% PIK
12.60%11/12/202638  (1)0.00 %
AvCarb, LLC First lien senior secured term loanS +
2.00% + 5.00% PIK
12.60%11/12/2026508 503 491 0.04 %
Bestop, Inc (6)First lien senior secured delayed draw term loanS + 5.25%10.58%3/29/20296,774 (129)(102)(0.01)%
Bestop, Inc (6)First lien senior secured revolving loanS + 5.25%10.58%3/29/20297,081 (135)(106)(0.01)%
Bestop, Inc First lien senior secured term loanS + 5.25%10.58%3/29/202944,247 43,400 43,584 3.39 %
Certified Collision Group Acquisition Corp (6)First lien senior secured revolving loanS + 5.00%10.33%5/17/202719   0.00 %
Certified Collision Group Acquisition Corp First lien senior secured term loanS + 5.00%10.33%5/17/2027419 416 414 0.03 %
Raneys, LLC First lien senior secured delayed draw term loanS + 6.50%12.10%6/7/20274,842 1,268 1,278 0.10 %
Raneys, LLC First lien senior secured revolving loanS + 6.50%12.11%6/7/20271,560 1,257 1,257 0.10 %
Raneys, LLC First lien senior secured term loanS + 6.50%12.10%6/7/20279,251 9,105 9,118 0.71 %
Vehicle Accessories, Inc First lien senior secured revolving loanS + 5.25%10.71%11/30/2026877 47 47 0.00 %
Vehicle Accessories, Inc First lien senior secured term loanS + 5.25%10.71%11/30/202611,296 11,163 11,155 0.87 %
75,828 76,073 5.92 %
Chemicals
AM Buyer, LLC First lien senior secured revolving loanS + 6.75%12.34%5/1/2025$111 $16 $16 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
9

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
AM Buyer, LLC First lien senior secured term loanS + 6.75%12.35%5/1/2025462 462 461 0.04 %
Answer Acquisition, LLC (6)First lien senior secured revolving loanS + 6.00%11.48%12/30/2026759 (10)(8)0.00 %
Answer Acquisition, LLC First lien senior secured term loanS + 6.00%11.48%12/30/202612,502 12,286 12,378 0.97 %
Custom Agronomics Holdings, LLC First lien senior secured revolving loanS + 6.50%11.96%8/30/20272,357 359 359 0.03 %
Custom Agronomics Holdings, LLC First lien senior secured term loanS + 6.50%12.10%8/30/20272,530 2,494 2,494 0.19 %
Custom Agronomics Holdings, LLC First lien senior secured term loanS + 6.50%11.96%8/30/20274,103 4,041 4,045 0.32 %
Polycorp Ltd (6)First lien senior secured delayed draw term loanS + 5.75%11.09%1/24/203014,860 (138)(108)(0.01)%
Polycorp Ltd (6)First lien senior secured revolving loanS + 5.75%11.09%1/24/20303,723 (69)(63) %
Polycorp Ltd First lien senior secured term loanS + 5.75%11.09%1/24/203018,146 17,862 17,831 1.39 %
Teel Plastics, LLC (6)First lien senior secured revolving loanP + 4.00%12.50%1/24/2025324   0.00 %
Teel Plastics, LLC First lien senior secured term loanS + 5.00%10.46%1/24/20251,760 1,760 1,758 0.14 %
USALCO, LLC First lien senior secured revolving loanS + 6.00%11.46%10/19/2026100 41 41  %
USALCO, LLC First lien senior secured term loanS + 6.00%11.60%10/19/20272,532 2,519 2,521 0.20 %
41,623 41,725 3.27 %
Commercial services and supplies
Alliance Environmental Group, LLC First lien senior secured delayed draw term loanS +
6.00% PIK
11.60%12/30/2027$56 $55 $50 0.00 %
Alliance Environmental Group, LLC First lien senior secured revolving loanS + 6.00%11.60%12/30/202738 25 21  %
Alliance Environmental Group, LLC First lien senior secured term loanS +
6.00% PIK
11.60%12/30/20272,217 2,180 2,001 0.16 %
Edko Acquisition, LLC (9)First lien senior secured revolving loanS + 6.00%11.60%6/25/202638 11 11 0.00 %
Edko Acquisition, LLC First lien senior secured term loanS + 6.00%11.60%6/25/20261,114 1,105 1,102 0.09 %
Franchise Fastlane, LLC (6)First lien senior secured revolving loanS + 5.25%10.69%5/2/202715   0.00 %
Franchise Fastlane, LLC First lien senior secured term loanS + 5.25%10.71%5/2/20271,121 1,112 1,109 0.09 %
Gold Medal Holdings, Inc (6)First lien senior secured delayed draw term loanS + 5.75%11.08%3/17/20272,831 (28)(28)0.00 %
Gold Medal Holdings, Inc (10)First lien senior secured revolving loanS + 5.75%11.09%3/17/20271,444 178 178 0.01 %
Gold Medal Holdings, Inc First lien senior secured term loanS + 5.75%11.08%3/17/202712,148 12,029 12,027 0.94 %
Green Monster Acquisition, LLC First lien senior secured revolving loanS + 6.00%11.61%12/28/202638 37 37 0.00 %
Green Monster Acquisition, LLC First lien senior secured term loanS + 6.00%11.61%12/28/20261,151 1,143 1,139 0.09 %
HLSG Intermediate, LLC First lien senior secured delayed draw term loanS + 6.25%11.71%3/31/2028448 441 446 0.03 %
HLSG Intermediate, LLC First lien senior secured revolving loanS + 6.25%11.71%3/31/202860 43 43 0.00 %
HLSG Intermediate, LLC First lien senior secured term loanS + 6.25%11.71%3/31/20281,631 1,616 1,621 0.13 %
Industrial Air Flow Dynamics, Inc (6)First lien senior secured revolving loanS + 6.25%11.73%8/5/20282,537 (35)(32)0.00 %
Industrial Air Flow Dynamics, Inc First lien senior secured term loanS + 6.25%11.73%8/5/202818,521 18,257 18,286 1.43 %
Nimlok Company, LLC (6)(11)First lien senior secured revolving loanS + 5.50%11.10%11/27/2024320 (2)(2)0.00 %
Nimlok Company, LLC First lien senior secured term loanS + 5.50%11.10%11/27/20251,868 1,860 1,856 0.14 %
Nimlok Company, LLC First lien senior secured term loanS + 5.50%11.09%11/27/20253,857 3,833 3,832 0.30 %
PRA Acquisition, LLC (6)First lien senior secured revolving loanS + 6.50%11.98%5/12/202856 (1)(1)0.00 %
PRA Acquisition, LLC First lien senior secured term loanS + 6.50%11.98%5/12/2028604 592 591 0.05 %
The accompanying notes are an integral part of these consolidated financial statements.
10

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Quality Liaison Services of North America, Inc (6)First lien senior secured revolving loanS + 6.00%11.48%5/2/20281,629 (31)(30)0.00 %
Quality Liaison Services of North America, Inc First lien senior secured term loanS + 6.00%11.48%5/2/202812,628 12,381 12,393 0.97 %
Steel City Wash, LLC First lien senior secured delayed draw term loanS + 6.00%11.60%12/27/2026141 140 140 0.01 %
Steel City Wash, LLC First lien senior secured revolving loanS + 6.00%11.60%12/27/202638 21 21 0.00 %
Steel City Wash, LLC First lien senior secured term loanS + 6.00%11.60%12/27/20265,585 5,544 5,543 0.43 %
62,506 62,354 4.87 %
Construction and engineering
BCI Burke Holding Corp First lien senior secured delayed draw term loanS + 5.50%11.10%12/14/2027$126 $19 $19 0.00 %
BCI Burke Holding Corp (6)First lien senior secured revolving loanS + 5.50%11.10%12/14/202779 (1)(1)0.00 %
BCI Burke Holding Corp First lien senior secured term loanS + 5.50%11.10%12/14/2027729 726 724 0.06 %
CPS HVAC Group, LLC First lien senior secured delayed draw term loanS + 6.75%12.35%12/15/202634 33 32 0.00 %
CPS HVAC Group, LLC First lien senior secured revolving loanP + 5.75%12.48%12/15/202638 28 27 0.00 %
CPS HVAC Group, LLC First lien senior secured term loanS + 6.75%12.35%12/15/2026268 262 255 0.02 %
Domino Equipment Company, LLC First lien senior secured revolving loanS + 6.50%12.10%4/1/202679 46 15 0.00 %
Domino Equipment Company, LLC First lien senior secured term loanS +
6.25% + 0.25% PIK
12.10%4/1/2026506 500 303 0.02 %
Highland Acquisition, Inc First lien senior secured revolving loanS + 5.25%10.71%3/9/20271,364 1,005 1,005 0.08 %
Highland Acquisition, Inc First lien senior secured term loanS + 5.25%10.71%3/9/20273,255 3,214 3,213 0.25 %
Ironhorse Purchaser, LLC First lien senior secured delayed draw term loanS + 5.25%10.59%9/30/20279,272 9,153 9,160 0.71 %
Ironhorse Purchaser, LLC (12)First lien senior secured revolving loanS + 5.25%10.59%9/30/20275,813 1,944 1,964 0.15 %
Ironhorse Purchaser, LLC First lien senior secured term loanS + 5.25%10.59%9/30/202730,146 29,726 29,766 2.31 %
Rose Paving, LLC First lien senior secured revolving loanS + 5.50%11.05%11/7/20285,055 4,244 4,251 0.33 %
Rose Paving, LLC First lien senior secured term loanS + 5.50%10.94%11/7/202819,133 18,775 18,806 1.47 %
69,674 69,539 5.40 %
Containers and packaging
Bulk Lift International, LLC First lien senior secured delayed draw term loanS + 6.25%11.85%11/15/2027$127 $125 $124 0.01 %
Bulk Lift International, LLC First lien senior secured revolving loanS + 6.25%11.70%11/15/20271,801 96 95 0.01 %
Bulk Lift International, LLC First lien senior secured term loanS + 6.25%11.85%11/15/20278,166 8,002 8,012 0.63 %
Innovative FlexPak, LLC (8)First lien senior secured revolving loanP + 7.00%13.60%1/23/2025627 419 296 0.02 %
Innovative FlexPak, LLC (8)First lien senior secured term loanS + 7.00%12.46%1/23/20252,616 2,274 1,758 0.14 %
Innovative FlexPak, LLC (8)First lien senior secured term loan
20.0% PIK
20.00%1/23/2025665 567 447 0.03 %
Johns Byrne LLC (6)First lien senior secured delayed draw term loanS + 6.00%11.33%8/31/20292,578 (55)(52)0.00 %
Johns Byrne LLC (6)First lien senior secured revolving loanS + 6.00%11.33%8/31/20291,460 (31)(30)0.00 %
Johns Byrne LLC First lien senior secured term loanS + 6.00%11.33%8/31/20299,595 9,385 9,394 0.73 %
K-1 Packaging Group LLC (6)First lien senior secured revolving loanS + 6.25%11.85%10/6/20276,748 (110)(104)(0.01)%
K-1 Packaging Group LLC First lien senior secured term loanS + 6.25%11.85%10/6/202731,246 30,672 30,720 2.39 %
The accompanying notes are an integral part of these consolidated financial statements.
11

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
MRC Keeler Acquisition LLC First lien senior secured delayed draw term loanS +
6.00% + 0.50% PIK
11.98%12/4/20254 4 4 0.00 %
MRC Keeler Acquisition LLC (6)First lien senior secured revolving loanS +
6.00% + 0.50% PIK
11.98%12/4/2025150 (1)(8)0.00 %
MRC Keeler Acquisition LLC First lien senior secured term loanS +
6.00% + 0.50% PIK
11.98%12/4/2025906 899 858 0.07 %
Sixarp, LLC (6)First lien senior secured delayed draw term loanS + 5.75%11.35%8/5/20273,180 (39)(36)0.00 %
Sixarp, LLC (6)First lien senior secured revolving loanS + 5.75%11.35%8/5/20273,732 (46)(43)0.00 %
Sixarp, LLC First lien senior secured term loanS + 5.75%11.35%8/5/202719,527 19,247 19,271 1.49 %
Vanguard Packaging, LLC (6)First lien senior secured revolving loanS + 5.00%10.60%8/9/20264,408 (30)(30)0.00 %
Vanguard Packaging, LLC First lien senior secured term loanS + 5.00%10.60%8/9/202610,258 10,191 10,181 0.79 %
81,569 80,857 6.30 %
Distributors
RTP Acquisition, LLC First lien senior secured revolving loanS + 6.75%12.21%8/17/2026$38 $37 $36 0.00 %
RTP Acquisition, LLC First lien senior secured term loanS + 6.50%12.34%8/17/20262,707 2,670 2,626 0.20 %
2,707 2,662 0.20 %
Diversified consumer services
50Floor, LLC First lien senior secured revolving loanS + 7.75%13.23%12/31/2025$199 $145 $119 0.01 %
50Floor, LLC First lien senior secured term loanS + 7.75%13.23%12/31/2026987 978 857 0.07 %
ACES Intermediate, Inc (6)First lien senior secured revolving loanS + 5.50%10.96%7/27/20277,114 (87)(80)(0.01)%
ACES Intermediate, Inc First lien senior secured term loanS + 5.50%10.96%7/27/202730,543 30,136 30,161 2.35 %
CL Services Acquisition, LLC First lien senior secured delayed draw term loanS + 6.25%11.74%4/25/20287,234 5,507 5,514 0.43 %
CL Services Acquisition, LLC (6)First lien senior secured delayed draw term loanS + 6.25%11.73%4/25/20288,474 (163)(173)(0.01)%
CL Services Acquisition, LLC (6)First lien senior secured revolving loanS + 6.25%11.73%4/25/20281,629 (35)(33) %
CL Services Acquisition, LLC First lien senior secured term loanS + 6.25%11.73%4/25/202810,170 9,935 9,948 0.78 %
Esquire Deposition Solutions, LLC First lien senior secured delayed draw term loanS + 6.50%11.98%12/30/20277,373 5,688 5,712 0.45 %
Esquire Deposition Solutions, LLC First lien senior secured revolving loanS + 6.50%11.98%12/30/20272,162 1,612 1,624 0.13 %
Esquire Deposition Solutions, LLC First lien senior secured term loanS + 6.50%11.98%12/30/202715,815 15,478 15,573 1.22 %
Home Brands Group Holdings, Inc (6)First lien senior secured revolving loanS + 4.75%10.19%11/8/202648   0.00 %
Home Brands Group Holdings, Inc First lien senior secured term loanS + 4.75%10.19%11/8/20261,628 1,618 1,613 0.13 %
HTI Intermediate, LLC (6)First lien senior secured delayed draw term loanS + 5.00%10.35%3/1/20302,354 (22)(18)0.00 %
HTI Intermediate, LLC First lien senior secured revolving loanS + 5.00%10.34%3/1/20301,573 285 287 0.02 %
HTI Intermediate, LLC First lien senior secured term loanS + 5.00%10.35%3/1/20305,085 4,985 4,996 0.39 %
ISSA, LLC First lien senior secured revolving loanS + 6.25%11.85%3/1/2027131 80 80 0.01 %
The accompanying notes are an integral part of these consolidated financial statements.
12

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
ISSA, LLC First lien senior secured term loanS + 6.25%11.85%3/1/20271,848 1,829 1,827 0.14 %
Juniper Landscaping Holdings LLC First lien senior secured delayed draw term loanS + 6.25%11.85%12/29/202687 86 86 0.01 %
Juniper Landscaping Holdings LLC First lien senior secured delayed draw term loanS + 6.25%11.84%12/29/20267,049 3,433 3,477 0.27 %
Juniper Landscaping Holdings LLC (6)(13)First lien senior secured revolving loanS + 6.25%11.92%12/29/2026820 (13)(8)0.00 %
Juniper Landscaping Holdings LLC First lien senior secured term loanS + 6.25%11.85%12/29/20263,017 2,980 2,987 0.23 %
Lawn Care Holdings Purchaser, Inc First lien senior secured delayed draw term loanP + 5.50%11.99%10/24/20284,589 4,470 4,474 0.35 %
Lawn Care Holdings Purchaser, Inc (6)First lien senior secured revolving loanP + 5.50%11.99%10/24/2028828 (22)(21)0.00 %
Lawn Care Holdings Purchaser, Inc First lien senior secured term loanS + 6.50%11.98%10/24/20282,902 2,819 2,827 0.22 %
PPW Acquisition, LLC First lien senior secured revolving loanP + 5.75%12.62%9/30/202638 12 11 0.00 %
PPW Acquisition, LLC First lien senior secured term loanS +
4.25% + 2.50% PIK
12.08%9/30/2026608 595 571 0.04 %
Premier Early Childhood Education Partners LLC First lien senior secured delayed draw term loanS + 5.75%11.21%11/22/202810,963 6,752 6,765 0.53 %
Premier Early Childhood Education Partners LLC (6)First lien senior secured revolving loanS + 5.75%11.21%11/22/20281,380 (30)(29)0.00 %
Premier Early Childhood Education Partners LLC First lien senior secured term loanS + 5.75%11.21%11/22/20288,271 8,086 8,097 0.63 %
TSR Concrete Coatings, LLC First lien senior secured revolving loanP + 5.00%12.10%9/22/20281,534 964 966 0.08 %
TSR Concrete Coatings, LLC First lien senior secured term loanS + 6.00%11.48%9/22/20286,179 6,044 6,050 0.47 %
United Land Services Opco Parent, LLC First lien senior secured delayed draw term loanS + 6.50%12.10%3/23/20261,614 1,381 1,377 0.11 %
United Land Services Opco Parent, LLC First lien senior secured revolving loanS + 6.50%12.10%3/23/2026150 108 108 0.01 %
United Land Services Opco Parent, LLC First lien senior secured term loanS + 6.50%12.10%3/23/2026354 351 350 0.03 %
Yard-Nique, Inc First lien senior secured delayed draw term loanS + 6.00%11.48%4/30/20266,228 1,876 1,878 0.15 %
Yard-Nique, Inc First lien senior secured revolving loanS + 5.00%10.48%4/30/20261,947 519 532 0.04 %
Yard-Nique, Inc First lien senior secured term loanS + 6.00%11.48%4/30/20267,036 6,980 6,985 0.55 %
125,360 125,490 9.83 %
Electrical equipment
AEP Passion Intermediate Holdings, Inc First lien senior secured delayed draw term loanS + 6.50%11.98%10/5/2027$70 $69 $69 0.01 %
AEP Passion Intermediate Holdings, Inc First lien senior secured revolving loanP + 5.50%12.72%10/5/202748 38 38  %
AEP Passion Intermediate Holdings, Inc First lien senior secured term loanS + 6.50%12.04%10/5/20271,262 1,240 1,236 0.10 %
BPCP NSA Intermedco, Inc First lien senior secured delayed draw term loanS + 5.00%10.33%5/17/203012,284 1,738 1,752 0.14 %
BPCP NSA Intermedco, Inc (6)First lien senior secured revolving loanS + 5.00%10.33%5/17/20305,930 (88)(88)(0.01)%
BPCP NSA Intermedco, Inc First lien senior secured term loanS + 5.00%10.33%5/17/203035,189 34,669 34,666 2.70 %
WCI Volt Purchaser, LLC (6)First lien senior secured revolving loanS + 5.25%10.69%9/15/20282,249 (32)(29)0.00 %
WCI Volt Purchaser, LLC First lien senior secured term loanS + 5.25%10.71%9/15/20289,079 8,942 8,954 0.70 %
46,576 46,598 3.64 %
Electronic equipment, instruments and components
The accompanying notes are an integral part of these consolidated financial statements.
13

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Advanced Lighting Acquisition, LLC (6)First lien senior secured revolving loanS + 5.75%11.21%11/22/2025$324 $ $ 0.00 %
Advanced Lighting Acquisition, LLC First lien senior secured term loanS + 5.75%11.21%11/22/20251,132 1,133 1,131 0.09 %
ITSavvy LLC First lien senior secured delayed draw term loanS + 5.25%10.73%8/8/2028617 380 380 0.03 %
ITSavvy LLC (6)First lien senior secured revolving loanS + 5.25%10.75%8/8/20281,778 (12)(10)0.00 %
ITSavvy LLC First lien senior secured term loanS + 5.25%10.75%8/8/202811,741 11,658 11,674 0.91 %
Nelson Name Plate Company First lien senior secured delayed draw term loanS + 5.75%11.35%10/18/2026117 117 116 0.01 %
Nelson Name Plate Company First lien senior secured revolving loanS + 5.75%11.29%10/18/202690 8 8 0.00 %
Nelson Name Plate Company First lien senior secured term loanS + 5.75%11.35%10/18/2026887 882 877 0.07 %
14,166 14,176 1.11 %
Food and staples retailing
Ever Fresh Fruit Company, LLC (6)First lien senior secured delayed draw term loanS + 6.25%11.69%11/17/20282,513 (49)(49)0.00 %
Ever Fresh Fruit Company, LLC First lien senior secured revolving loanS + 6.25%11.69%11/17/20281,380 658 663 0.05 %
Ever Fresh Fruit Company, LLC First lien senior secured term loanS + 6.25%11.69%11/17/20287,326 7,154 7,182 0.56 %
Mad Rose Company, LLC (6)(14)First lien senior secured revolving loanS + 6.25%11.86%5/7/2026395 (4)(3)0.00 %
Mad Rose Company, LLC First lien senior secured term loanS + 6.25%11.86%5/7/20262,913 2,883 2,886 0.23 %
Main Street Gourmet, LLC First lien senior secured delayed draw term loanS + 5.25%10.85%11/10/202541 41 41 0.00 %
Main Street Gourmet, LLC First lien senior secured revolving loanS + 5.25%10.86%11/10/202538 11 11 0.00 %
Main Street Gourmet, LLC First lien senior secured term loanS + 5.25%10.85%11/10/20251,093 1,090 1,087 0.08 %
NutriScience Innovations, LLC (6)(15)First lien senior secured revolving loanS + 7.00%12.60%4/21/2026131 (1)(1)0.00 %
NutriScience Innovations, LLC First lien senior secured term loanS + 7.00%12.60%4/21/2026390 388 386 0.03 %
Qin's Buffalo, LLC First lien senior secured delayed draw term loanS + 6.00%11.33%5/5/20278,017 1,804 1,805 0.14 %
Qin's Buffalo, LLC First lien senior secured revolving loanS + 6.00%11.31%5/5/202738 7 7 0.00 %
Qin's Buffalo, LLC First lien senior secured term loanS + 6.00%11.33%5/5/2027528 521 520 0.04 %
SCP Beverage Buyer, LLC First lien senior secured revolving loanS + 5.75%11.21%11/24/202638 28 28 0.00 %
SCP Beverage Buyer, LLC First lien senior secured term loanS + 5.75%11.21%11/24/20267,148 7,093 7,070 0.55 %
Universal Pure, LLC First lien senior secured delayed draw term loanS + 6.00%11.48%10/31/2028364 38 38 0.00 %
Universal Pure, LLC (16)First lien senior secured revolving loanS + 6.00%11.49%10/31/20287,142 4,679 4,686 0.37 %
Universal Pure, LLC First lien senior secured term loanS + 6.00%11.48%10/31/202817,586 17,218 17,229 1.34 %
43,559 43,586 3.39 %
Food products
BPCP WLF Intermedco LLC (6)First lien senior secured delayed draw term loanS + 6.00%11.48%8/19/2027$5,846 $(73)$(68)(0.01)%
BPCP WLF Intermedco LLC First lien senior secured revolving loanS + 6.00%11.49%8/19/20273,383 1,649 1,652 0.13 %
BPCP WLF Intermedco LLC First lien senior secured term loanS + 6.00%11.48%8/19/202722,975 22,665 22,691 1.76 %
Icelandirect, LLC First lien senior secured revolving loanP + 5.00%12.04%7/30/202638 32 32 0.00 %
Icelandirect, LLC First lien senior secured term loanS + 6.00%11.60%7/30/2026704 699 697 0.05 %
The accompanying notes are an integral part of these consolidated financial statements.
14

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Starwest Botanicals Acquisition, LLC First lien senior secured revolving loanS + 5.25%10.71%4/30/2027174 167 160 0.01 %
Starwest Botanicals Acquisition, LLC First lien senior secured term loanS + 5.25%10.71%4/30/2027795 762 733 0.06 %
Sun Orchard, LLC (6)First lien senior secured revolving loanS + 5.00%10.60%7/8/20275,336 (64)(59)0.00 %
Sun Orchard, LLC First lien senior secured term loanS + 5.00%10.60%7/8/202711,356 11,217 11,221 0.88 %
Treat Planet Acquisition, LLC (6)First lien senior secured revolving loanS + 6.50%12.10%1/11/20281,965 (42)(40)0.00 %
Treat Planet Acquisition, LLC First lien senior secured term loanS + 6.50%12.10%1/11/20287,191 7,030 7,034 0.55 %
Westminster Cracker Company, Inc First lien senior secured revolving loanS + 6.25%11.82%8/30/20261,534 88 89 0.01 %
Westminster Cracker Company, Inc First lien senior secured term loanS + 6.25%11.75%8/30/20269,595 9,464 9,470 0.74 %
53,594 53,612 4.18 %
Gas utilities
Hydromax USA, LLC First lien senior secured delayed draw term loanS + 6.00%11.44%12/30/2026$110 $107 $109 0.01 %
Hydromax USA, LLC (6)First lien senior secured revolving loanS + 6.00%11.44%12/30/2026228 (7)(3)0.00 %
Hydromax USA, LLC First lien senior secured term loanS + 6.00%11.44%12/30/20261,197 1,164 1,179 0.09 %
1,264 1,285 0.10 %
Health care equipment and supplies
626 Holdings Equity LLC First lien senior secured delayed draw term loanS + 6.00%11.59%2/14/2028$223 $221 $220 0.02 %
626 Holdings Equity LLC (6)First lien senior secured delayed draw term loanS + 6.00%11.60%2/14/202836  (1)0.00 %
626 Holdings Equity LLC First lien senior secured revolving loanS + 6.00%11.60%2/14/202875 59 59  %
626 Holdings Equity LLC First lien senior secured term loanS + 6.00%11.60%2/14/2028870 860 857 0.07 %
Alcresta Buyer, Inc (6)First lien senior secured delayed draw term loanS + 5.50%10.85%3/12/203014,036 (267)(243)(0.02)%
Alcresta Buyer, Inc (6)First lien senior secured revolving loanS + 5.50%10.85%3/12/20302,761 (52)(48)0.00 %
Alcresta Buyer, Inc First lien senior secured term loanS + 5.50%10.85%3/12/203013,650 13,382 13,411 1.04 %
EMSAR Acquisition LLC First lien senior secured delayed draw term loanS + 6.50%12.10%3/30/2026212 211 210 0.02 %
EMSAR Acquisition LLC First lien senior secured revolving loanS + 6.50%12.10%3/30/2026134 119 119 0.01 %
EMSAR Acquisition LLC First lien senior secured term loanS + 6.50%12.10%3/30/20261,031 1,020 1,021 0.08 %
Medical Technology Associates, LLC (6)First lien senior secured revolving loanS + 6.25%11.85%7/25/20281,966 (33)(32) %
Medical Technology Associates, LLC First lien senior secured term loanS + 6.25%11.85%7/25/202819,178 18,829 18,869 1.47 %
Nasco Healthcare Inc. First lien senior secured revolving loanS + 5.75%11.23%6/30/20253,322 1,062 1,064 0.08 %
Nasco Healthcare Inc. First lien senior secured term loanS + 5.75%11.23%6/30/202514,285 14,206 14,221 1.11 %
Reliable Medical Supply LLC First lien senior secured delayed draw term loanS + 6.50%12.10%4/8/2025141 140 140 0.01 %
Reliable Medical Supply LLC First lien senior secured revolving loanP + 5.50%12.10%4/8/20252,013 1,207 1,208 0.09 %
Reliable Medical Supply LLC First lien senior secured term loanS + 6.50%12.10%4/8/20252,535 2,519 2,519 0.20 %
SCA Buyer, LLC First lien senior secured delayed draw term loanS + 6.50%12.09%1/20/2026277 272 272 0.02 %
SCA Buyer, LLC First lien senior secured revolving loanS + 6.50%11.98%1/20/2026133 46 45  %
SCA Buyer, LLC First lien senior secured term loanS + 6.50%12.09%1/20/20262,834 2,772 2,779 0.22 %
The accompanying notes are an integral part of these consolidated financial statements.
15

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Spectrum Solutions, LLC First lien senior secured delayed draw term loan
18.00% PIK
18.00%3/5/2026213 70 79 0.01 %
Spectrum Solutions, LLC First lien senior secured delayed draw term loan
15.00% PIK
15.00%3/5/2026108 102 82 0.01 %
Spectrum Solutions, LLC First lien senior secured revolving loanS + 6.25%11.85%3/5/2026272 140 89 0.01 %
Spectrum Solutions, LLC First lien senior secured term loanS + 6.25%11.85%3/5/2026534 482 389 0.03 %
Surplus Solutions, LLC First lien senior secured revolving loanS + 6.25%11.86%11/30/20271,771 229 240 0.02 %
Surplus Solutions, LLC First lien senior secured term loanS + 6.25%11.85%11/30/202713,326 13,060 13,130 1.02 %
70,656 70,699 5.52 %
Health care providers and services
ADVI Health, LLC (6)First lien senior secured revolving loanS + 7.00%12.60%11/29/2027$1,062 $(18)$(17)0.00 %
ADVI Health, LLC First lien senior secured term loanS + 7.00%12.60%11/29/20276,112 6,001 6,008 0.47 %
Advocate RCM Acquisition Corp (6)First lien senior secured revolving loanS + 6.50%11.93%12/22/20262,902 (42)(40)0.00 %
Advocate RCM Acquisition Corp First lien senior secured term loanS + 6.50%11.93%12/22/202618,226 17,946 17,969 1.40 %
Agility Intermediate, Inc First lien senior secured delayed draw term loanS + 7.00%12.60%4/15/2026109 107 105 0.01 %
Agility Intermediate, Inc First lien senior secured revolving loanS + 7.00%12.60%4/15/2026134 77 75 0.01 %
Agility Intermediate, Inc First lien senior secured term loanS + 7.00%12.60%4/15/2026238 233 230 0.02 %
American Family Care, LLC (6)First lien senior secured delayed draw term loanS + 6.00%11.43%2/28/20294,424 (103)(98)(0.01)%
American Family Care, LLC First lien senior secured revolving loanS + 6.00%11.43%2/28/20291,775 180 183 0.01 %
American Family Care, LLC First lien senior secured term loanS + 6.00%11.43%2/28/202911,751 11,471 11,488 0.90 %
Apex Dental Partners, LLC First lien senior secured delayed draw term loanS +
5.50% + 1.00% PIK
12.09%11/23/2025484 482 482 0.04 %
Apex Dental Partners, LLC First lien senior secured revolving loanS + 6.50%12.09%11/23/2025150 14 14 0.00 %
Apex Dental Partners, LLC First lien senior secured term loanS +
5.50% + 1.00% PIK
12.09%11/23/2025618 616 615 0.05 %
ASC Ortho Management Company, LLC First lien senior secured delayed draw term loanS +
6.00% + 0.50% PIK
12.60%12/31/2026323 320 315 0.02 %
ASC Ortho Management Company, LLC First lien senior secured revolving loanS + 6.50%12.10%12/31/202638 20 19 0.00 %
ASC Ortho Management Company, LLC First lien senior secured term loanS +
6.00% + 0.50% PIK
12.10%12/31/2026511 506 499 0.04 %
Ascend Plastic Surgery Partners MSO LLC (6)First lien senior secured delayed draw term loanS + 5.00%10.33%5/3/202920,682 (400)(400)(0.03)%
Ascend Plastic Surgery Partners MSO LLC (6)First lien senior secured revolving loanS + 5.00%10.33%5/3/20294,197 (81)(81)(0.01)%
Ascend Plastic Surgery Partners MSO LLC First lien senior secured term loanS + 5.00%10.33%5/3/20296,894 6,760 6,759 0.53 %
ASP Global Acquisition, LLC First lien senior secured delayed draw term loanS + 5.75%11.35%1/21/2026554 549 547 0.04 %
ASP Global Acquisition, LLC First lien senior secured revolving loanS + 5.75%11.35%1/21/2026485 59 59 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
16

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
ASP Global Acquisition, LLC First lien senior secured term loanS + 5.75%11.35%1/21/20252,391 2,379 2,362 0.18 %
Beacon Oral Specialists Management LLC First lien senior secured delayed draw term loanS + 6.00%11.33%12/14/2025825 818 815 0.06 %
Beacon Oral Specialists Management LLC (6)First lien senior secured revolving loanS + 6.00%11.33%12/14/2025188 (2)(2)0.00 %
Beacon Oral Specialists Management LLC First lien senior secured term loanS + 6.00%11.33%12/14/2025919 909 908 0.07 %
Beghou Consulting, LLC First lien senior secured revolving loanS + 5.50%11.10%5/1/20282,714 536 539 0.04 %
Beghou Consulting, LLC First lien senior secured term loanS + 5.50%11.10%5/1/202815,313 14,974 14,988 1.17 %
Behavior Frontiers, LLC (6)First lien senior secured delayed draw term loanS + 6.50%12.10%5/21/20261,306 (17)(17) %
Behavior Frontiers, LLC (6)(17)First lien senior secured revolving loanS + 6.50%12.10%5/21/202638 (1)  %
Behavior Frontiers, LLC First lien senior secured term loanS + 6.50%12.10%5/21/2026575 556 567 0.04 %
Benefit Plan Administrators of Eau Claire, LLC First lien senior secured delayed draw term loanS + 5.50%10.83%6/7/20267,481 7,417 7,419 0.58 %
Benefit Plan Administrators of Eau Claire, LLC (6)First lien senior secured revolving loanS + 5.50%10.83%6/7/20261,710 (15)(14) %
Benefit Plan Administrators of Eau Claire, LLC First lien senior secured term loanS + 5.50%10.83%6/7/202636,338 35,972 35,967 2.81 %
BPCP EE Intermedco LLC First lien senior secured delayed draw term loanS + 5.75%11.23%4/3/20283,192 1,983 1,986 0.16 %
BPCP EE Intermedco LLC (6)First lien senior secured revolving loanS + 5.75%11.23%4/3/20282,244 (46)(44)0.00 %
BPCP EE Intermedco LLC First lien senior secured term loanS + 5.75%11.23%4/3/20286,461 6,321 6,326 0.49 %
Brightview, LLC First lien senior secured delayed draw term loanS + 6.00%11.46%12/14/2026$47 47 47  %
Brightview, LLC First lien senior secured revolving loanS + 6.00%11.46%12/14/2026$52 39 39 0.00 %
Brightview, LLC First lien senior secured term loanS + 6.00%11.46%12/14/2026682 680 677 0.05 %
Canadian Orthodontic Partners Corp First lien senior secured delayed draw term loan - C$C + 9.00%13.78%3/19/2026$295 219 166 0.01 %
Canadian Orthodontic Partners Corp First lien senior secured delayed draw term loan - C$15.00%15.00%3/19/2026$59 3 (2)0.00 %
Canadian Orthodontic Partners Corp First lien senior secured revolving loanS + 9.00%14.60%3/19/2026117 115 90 0.01 %
Canadian Orthodontic Partners Corp First lien senior secured revolving loan - C$C + 9.00%13.78%3/19/2026292 214 162 0.01 %
Canadian Orthodontic Partners Corp First lien senior secured term loan - C$C + 9.00%13.78%3/19/2026243 179 137 0.01 %
Change Academy at Lake of the Ozarks, LLC (7)First lien senior secured revolving loanP + 4.25%11.14%8/2/20275,898 3,761 3,767 0.29 %
Change Academy at Lake of the Ozarks, LLC (7)First lien senior secured term loanS + 5.25%10.73%8/2/202731,320 30,911 30,940 2.41 %
Community Care Partners, LLC First lien senior secured delayed draw term loanS + 6.00%11.46%6/10/2026165 164 161 0.01 %
Community Care Partners, LLC First lien senior secured revolving loanS + 6.00%11.45%6/10/202675 37 36 0.00 %
Community Care Partners, LLC First lien senior secured term loanS + 6.00%11.46%6/10/2026939 936 921 0.07 %
Dermatology Medical Partners OpCo LLC First lien senior secured delayed draw term loanS + 6.50%12.10%10/29/202677 76 76 0.01 %
Dermatology Medical Partners OpCo LLC First lien senior secured revolving loanS + 6.50%12.10%10/29/202638 28 28 0.00 %
Dermatology Medical Partners OpCo LLC First lien senior secured term loanS + 6.50%12.10%10/29/2026307 304 303 0.02 %
EH Management Company, LLC (6)First lien senior secured revolving loanS + 6.00%11.60%7/15/202638   0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
17

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
EH Management Company, LLC First lien senior secured term loanS + 5.50%11.10%7/15/20265,169 5,126 5,124 0.40 %
Endodontic Practice Partners, LLC First lien senior secured delayed draw term loanS + 5.75%11.35%11/2/202716,873 16,646 16,669 1.30 %
Endodontic Practice Partners, LLC (6)First lien senior secured delayed draw term loanS + 5.75%11.35%11/2/202713,778 (213)(168)(0.01)%
Endodontic Practice Partners, LLC First lien senior secured revolving loanS + 5.75%11.35%11/2/20271,956 754 759 0.06 %
Endodontic Practice Partners, LLC First lien senior secured term loanS + 5.75%11.35%11/2/202715,354 15,133 15,167 1.18 %
Flourish Research Acquisition, LLC First lien senior secured delayed draw term loanS + 6.00%11.33%4/28/20252,202 2,160 2,180 0.17 %
Flourish Research Acquisition, LLC First lien senior secured delayed draw term loanS + 6.00%11.29%4/28/20263,380 3,306 3,346 0.26 %
Flourish Research Acquisition, LLC First lien senior secured revolving loanP + 5.00%11.93%4/28/20262,176 950 957 0.07 %
Flourish Research Acquisition, LLC First lien senior secured term loanS + 6.00%11.32%4/28/202625,312 24,862 25,059 1.96 %
FYZICAL Buyer, LLC First lien senior secured revolving loanS + 5.25%10.59%6/26/20282,710 228 228 0.02 %
FYZICAL Buyer, LLC First lien senior secured term loanS + 5.25%10.59%6/26/202819,004 18,700 18,700 1.46 %
Geriatric Medical and Surgical Supply, LLC First lien senior secured revolving loanS + 6.00%11.60%12/21/2025300 51 51 0.00 %
Geriatric Medical and Surgical Supply, LLC First lien senior secured term loanS + 6.00%11.60%12/21/2025901 896 894 0.07 %
Golden Bear PT Partners, LLC First lien senior secured delayed draw term loanS +
6.75% + 1.00% PIK
13.25%10/22/2026174 171 169 0.01 %
Golden Bear PT Partners, LLC First lien senior secured revolving loanS + 7.75%13.35%10/22/202638 15 14 0.00 %
Golden Bear PT Partners, LLC First lien senior secured term loanS + 12.00%17.60%10/22/202649 49 48 0.00 %
Golden Bear PT Partners, LLC First lien senior secured term loanS +
6.75% + 1.00% PIK
13.25%10/22/20261,495 1,467 1,452 0.11 %
Guardian Dentistry Practice Management, LLC First lien senior secured delayed draw term loanS + 5.50%10.96%8/20/2026370 367 366 0.03 %
Guardian Dentistry Practice Management, LLC (6)First lien senior secured revolving loanS + 5.50%10.96%8/20/20264,188 (58)(50)0.00 %
Guardian Dentistry Practice Management, LLC First lien senior secured term loanS + 5.50%10.96%8/20/2026386 383 382 0.03 %
H2 Holdco, Inc First lien senior secured delayed draw term loanS + 5.75%11.35%5/5/20287,248 4,940 5,024 0.39 %
H2 Holdco, Inc (6)First lien senior secured delayed draw term loanS + 5.75%11.35%5/5/202819,008 (285)(285)(0.02)%
H2 Holdco, Inc (18)First lien senior secured revolving loanS + 5.75%11.34%5/5/20282,544 543 572 0.04 %
H2 Holdco, Inc First lien senior secured term loanS + 5.75%11.35%5/5/202818,059 17,556 17,788 1.38 %
IMA Group Management Company, LLC (6)First lien senior secured delayed draw term loanS + 6.75%12.23%6/30/2028174 (4)(4)0.00 %
IMA Group Management Company, LLC First lien senior secured revolving loanS + 6.75%12.19%6/30/202835 20 20 0.00 %
IMA Group Management Company, LLC First lien senior secured term loanS + 6.75%12.23%6/30/2028857 840 838 0.07 %
The accompanying notes are an integral part of these consolidated financial statements.
18

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
IPC Pain Acquisition, LLC First lien senior secured delayed draw term loanS + 6.00%11.45%5/19/20279,907 9,852 9,823 0.77 %
IPC Pain Acquisition, LLC (6)First lien senior secured revolving loanS + 6.00%11.46%5/19/20271,140 (10)(9)0.00 %
IPC Pain Acquisition, LLC First lien senior secured term loanS + 6.00%11.46%5/19/20272,917 2,889 2,892 0.23 %
MWEC Management, LLC First lien senior secured delayed draw term loanS + 6.00%11.34%2/14/20251,428 253 252 0.02 %
MWEC Management, LLC First lien senior secured revolving loanP + 5.00%12.76%2/14/20281,924 427 428 0.03 %
MWEC Management, LLC First lien senior secured term loanS + 6.00%11.61%2/14/202811,567 11,322 11,338 0.88 %
Network Partners Acquisitions, LLC (6)First lien senior secured revolving loanS + 6.00%11.60%12/30/202638   0.00 %
Network Partners Acquisitions, LLC First lien senior secured term loanS + 6.00%11.60%12/30/2026319 317 316 0.02 %
NH Kronos Buyer, Inc. (6)First lien senior secured revolving loanS + 6.25%11.73%11/1/202812,705 (275)(127)(0.01)%
NH Kronos Buyer, Inc. First lien senior secured term loanS + 6.25%11.73%11/1/202845,449 44,417 44,994 3.51 %
Peak Dental Services, LLC First lien senior secured delayed draw term loanS + 6.75%12.33%12/31/202557 57 57 0.00 %
Peak Dental Services, LLC First lien senior secured delayed draw term loanS + 6.75%12.34%12/31/2025516 514 512 0.04 %
Peak Dental Services, LLC First lien senior secured revolving loanS + 6.75%12.34%12/31/2025133 132 131 0.01 %
Peak Dental Services, LLC First lien senior secured term loanS + 6.75%12.35%12/31/2025576 573 572 0.04 %
Peak Investment Holdings, LLC (6)First lien senior secured delayed draw term loanS + 7.00%12.60%12/31/2025113 (1)(1)0.00 %
Peak Investment Holdings, LLC First lien senior secured revolving loanS + 7.00%12.60%12/31/2025324 30 30 0.00 %
Peak Investment Holdings, LLC First lien senior secured term loanS + 7.00%12.60%12/31/20251,203 1,197 1,194 0.09 %
PRM Management Company, LLC (6)First lien senior secured delayed draw term loanS + 6.75%12.18%1/25/20291,180 (30)(28)0.00 %
PRM Management Company, LLC (6)First lien senior secured revolving loanS + 6.75%12.18%1/25/2029789 (20)(19)0.00 %
PRM Management Company, LLCFirst lien senior secured term loanS + 6.75%12.18%1/25/20294,144 4,037 4,042 0.32 %
Purpose Home Health Acquisition, LLC First lien senior secured delayed draw term loanS + 5.75%11.12%11/3/20276,798 6,680 6,687 0.52 %
Purpose Home Health Acquisition, LLC (6)First lien senior secured delayed draw term loanS + 5.75%11.15%11/3/20278,099 (120)(134)(0.01)%
Purpose Home Health Acquisition, LLC (6)First lien senior secured revolving loanS + 5.75%11.15%11/3/20271,956 (34)(32)0.00 %
Purpose Home Health Acquisition, LLC First lien senior secured term loanS + 5.75%11.15%11/3/202710,774 10,580 10,597 0.83 %
Revival Animal Health, LLC First lien senior secured revolving loanS + 6.50%12.11%4/6/2026131 25 25 0.00 %
Revival Animal Health, LLC First lien senior secured term loanS + 6.50%12.10%4/6/202611,905 11,756 11,789 0.92 %
RMS Health Care Management, LLC First lien senior secured delayed draw term loanS + 6.75%12.37%10/6/20262,706 1,077 1,078 0.08 %
RMS Health Care Management, LLC First lien senior secured revolving loanS + 6.75%12.38%10/6/2026920 904 905 0.07 %
RMS Health Care Management, LLC First lien senior secured term loanS + 6.75%12.35%10/6/20264,299 4,222 4,226 0.33 %
The accompanying notes are an integral part of these consolidated financial statements.
19

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
RQM Buyer, Inc First lien senior secured delayed draw term loanS + 5.75%11.35%8/12/202683 83 82 0.01 %
RQM Buyer, Inc First lien senior secured revolving loanS + 5.75%11.40%8/12/2026206 89 87 0.01 %
RQM Buyer, Inc First lien senior secured term loanS + 5.75%11.35%8/12/20261,718 1,716 1,691 0.13 %
Sage Dental Management, LLC First lien senior secured delayed draw term loanS + 5.75%11.34%10/1/20247,494 3,719 3,720 0.29 %
Sage Dental Management, LLC First lien senior secured revolving loanP + 4.75%11.34%10/1/202475 37 37 0.00 %
Sage Dental Management, LLC First lien senior secured term loanS + 5.75%11.35%10/1/2024932 928 931 0.07 %
Sage Dental Management, LLC First lien senior secured term loanS + 5.75%11.35%10/1/20241,149 1,147 1,147 0.09 %
Sage Dental Management, LLC First lien senior secured term loanS + 5.75%11.36%10/1/20241,612 1,610 1,610 0.13 %
SAMGI Buyer, Inc (6)First lien senior secured revolving loanS + 5.50%11.10%4/14/2025138  (1)0.00 %
SAMGI Buyer, Inc First lien senior secured term loanS + 5.50%11.10%4/14/2025562 561 560 0.04 %
SCP ENT and Allergy Services, LLC First lien senior secured delayed draw term loanS + 6.00%11.59%9/25/2025156 155 155 0.01 %
SCP ENT and Allergy Services, LLC (6)First lien senior secured revolving loanS + 6.00%11.59%9/25/2025256 (3)(3)0.00 %
SCP ENT and Allergy Services, LLC First lien senior secured term loanS + 6.00%11.59%9/25/20252,740 2,708 2,705 0.21 %
Signature Dental Partners LLC First lien senior secured delayed draw term loanS + 5.25%10.71%10/29/2026177 175 174 0.01 %
Signature Dental Partners LLC First lien senior secured delayed draw term loanS + 5.25%10.71%10/29/202617,235 1,448 1,457 0.11 %
Signature Dental Partners LLC First lien senior secured revolving loanP + 4.25%12.75%10/29/202638 3 3 0.00 %
Signature Dental Partners LLC First lien senior secured term loanS + 5.25%10.71%10/29/20264,286 4,225 4,228 0.33 %
Silver Falls MSO, LLC First lien senior secured revolving loanS + 6.75%12.35%8/30/2025235 220 214 0.02 %
Silver Falls MSO, LLC First lien senior secured term loanS +
4.25% + 2.50% PIK
12.35%8/30/20251,313 1,297 1,261 0.10 %
SimiTree Acquisition, LLC First lien senior secured delayed draw term loanS +
5.25% + 1.75% PIK
12.60%5/17/2026880 878 859 0.07 %
SimiTree Acquisition, LLC First lien senior secured revolving loanS + 7.00%12.61%5/17/2026178 49 45 0.00 %
SimiTree Acquisition, LLC First lien senior secured term loanS +
5.25% + 1.75% PIK
12.60%5/17/20261,225 1,221 1,195 0.09 %
SIMKO Merger Sub LLC First lien senior secured delayed draw term loanS + 6.50%12.10%4/7/2027182 180 180 0.01 %
SIMKO Merger Sub LLC First lien senior secured delayed draw term loanS + 6.50%12.11%4/7/20276,768 1,872 1,876 0.15 %
SIMKO Merger Sub LLC First lien senior secured revolving loanP + 5.50%12.95%4/7/202756 22 22 0.00 %
SIMKO Merger Sub LLC First lien senior secured term loanS + 6.50%12.10%4/7/2027648 640 639 0.05 %
Southeast Primary Care Partners, LLC First lien senior secured delayed draw term loanS + 6.25%11.85%12/30/2025293 291 290 0.02 %
Southeast Primary Care Partners, LLC First lien senior secured delayed draw term loanS + 6.25%11.85%12/30/2025222 220 220 0.02 %
The accompanying notes are an integral part of these consolidated financial statements.
20

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Southeast Primary Care Partners, LLC (6)First lien senior secured revolving loanS + 6.25%11.85%12/30/2025225 (1)(2)0.00 %
Southeast Primary Care Partners, LLC First lien senior secured term loanS + 6.25%11.85%12/30/2025849 844 841 0.07 %
Southern Orthodontic Partners Management, LLC First lien senior secured delayed draw term loanS + 5.50%10.83%1/27/2026188 188 186 0.01 %
Southern Orthodontic Partners Management, LLC (6)First lien senior secured delayed draw term loanS + 5.50%10.83%7/27/20267,980 (76)(72)(0.01)%
Southern Orthodontic Partners Management, LLC First lien senior secured revolving loanS + 5.50%10.83%1/27/2026171 13 12 0.00 %
Southern Orthodontic Partners Management, LLC First lien senior secured term loanS + 5.50%10.83%1/27/20263,040 3,021 3,012 0.24 %
Southern Sports Medicine Partners, LLC First lien senior secured revolving loanS + 8.00%13.56%2/23/202760 31 30 0.00 %
Southern Sports Medicine Partners, LLC First lien senior secured term loanS +
4.00% + 4.00% PIK
13.56%2/23/2027684 663 660 0.05 %
Spear Education Holdings, LLC (6)First lien senior secured revolving loanS + 5.25%10.74%12/15/20287,290 (91)(91)(0.01)%
Spear Education Holdings, LLC First lien senior secured term loanS + 5.25%10.74%12/15/202847,620 47,026 47,025 3.67 %
Star Dental Partners LLC First lien senior secured delayed draw term loanS + 6.00%11.46%12/22/202811,040 6,451 6,464 0.50 %
Star Dental Partners LLC (6)First lien senior secured revolving loanS + 6.00%11.46%12/22/20281,451 (33)(31)0.00 %
Star Dental Partners LLC First lien senior secured term loanS + 6.00%11.46%12/22/20289,252 9,041 9,051 0.71 %
The Chempetitive Group, LLCFirst lien senior secured delayed draw term loanS + 5.50%10.84%3/22/202912,006 1,273 1,291 0.10 %
The Chempetitive Group, LLC (6)First lien senior secured revolving loanS + 5.50%10.84%3/22/20293,414 (65)(60)0.00 %
The Chempetitive Group, LLCFirst lien senior secured term loanS + 5.50%10.84%3/22/202913,740 13,476 13,500 1.05 %
U.S. Urology Partners, LLC (6)First lien senior secured revolving loanS + 6.50%11.93%11/8/20261,401 (16)(15)0.00 %
U.S. Urology Partners, LLC First lien senior secured term loanS + 6.50%11.93%11/8/202611,659 11,520 11,534 0.90 %
US Foot and Ankle Specialists, LLC First lien senior secured delayed draw term loanS + 5.50%11.10%9/15/202614,109 13,954 13,972 1.09 %
US Foot and Ankle Specialists, LLC (6)First lien senior secured revolving loanS + 5.50%11.10%9/15/20262,699 (32)(30)0.00 %
US Foot and Ankle Specialists, LLC First lien senior secured term loanS + 5.50%11.10%9/15/202619,571 19,308 19,328 1.51 %
Varsity DuvaSawko Operating Corp First lien senior secured delayed draw term loanS + 5.75%11.34%5/27/202664 63 63 0.00 %
Varsity DuvaSawko Operating Corp First lien senior secured revolving loanS + 5.75%11.34%5/27/20265,189 648 613 0.05 %
Varsity DuvaSawko Operating Corp First lien senior secured term loanS + 5.75%11.34%5/26/202659,168 58,796 58,265 4.54 %
Varsity Rejuvenate Management, LLC (6)First lien senior secured delayed draw term loanS + 6.00%11.48%9/1/20287,132 (159)(151)(0.01)%
Varsity Rejuvenate Management, LLC (6)First lien senior secured revolving loanS + 6.00%11.48%9/1/20281,245 (30)(26)0.00 %
Varsity Rejuvenate Management, LLC First lien senior secured term loanS + 6.00%11.48%9/1/20285,988 5,845 5,861 0.46 %
VetEvolve Holdings, LLC First lien senior secured delayed draw term loanS + 5.75%11.19%10/12/202811,629 2,700 2,714 0.21 %
The accompanying notes are an integral part of these consolidated financial statements.
21

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
VetEvolve Holdings, LLC (6)First lien senior secured revolving loanS + 5.75%11.19%10/12/20283,067 (66)(62)0.00 %
VetEvolve Holdings, LLC First lien senior secured term loanS + 5.75%11.19%10/12/20289,166 8,964 8,978 0.70 %
Vital Care Buyer, LLC (6)First lien senior secured revolving loanS + 5.75%11.08%3/20/203011,618 (199)(180)(0.01)%
Vital Care Buyer, LLC First lien senior secured term loanS + 5.75%11.08%3/20/203064,224 63,079 63,229 4.94 %
Western Veterinary Partners LLC First lien senior secured delayed draw term loanS + 6.00%11.60%10/29/2026500 497 496 0.04 %
Western Veterinary Partners LLC (6)First lien senior secured revolving loanS + 6.00%11.60%10/29/202624   0.00 %
Western Veterinary Partners LLC First lien senior secured term loanS + 6.00%11.60%10/29/20261,295 1,287 1,284 0.10 %
672,979 673,990 52.53 %
Health care technology
AHR Intermediate, Inc First lien senior secured delayed draw term loanS + 5.25%10.73%7/29/2027$5,270 $5,221 $5,211 0.41 %
AHR Intermediate, Inc First lien senior secured revolving loanS + 5.25%10.73%7/29/20277,858 1,476 1,521 0.12 %
AHR Intermediate, Inc First lien senior secured term loanS + 5.25%10.73%7/29/202725,361 25,177 25,199 1.97 %
Millennia Patient Services, LLC First lien senior secured revolving loanP + 5.50%13.52%3/8/2026134 79 79 0.01 %
Millennia Patient Services, LLC First lien senior secured term loanS + 6.50%12.10%3/8/2026975 970 967 0.08 %
32,923 32,977 2.59 %
Household durables
CPS Power Buyer, LLC First lien senior secured delayed draw term loanS + 6.50%12.09%9/26/2027$2,991 $2,584 $2,568 0.20 %
CPS Power Buyer, LLC (6)First lien senior secured delayed draw term loanS + 6.50%12.09%9/26/20272,299 (44)(47)0.00 %
CPS Power Buyer, LLC First lien senior secured revolving loanS + 6.50%12.09%9/26/20271,687 649 640 0.05 %
CPS Power Buyer, LLC First lien senior secured term loanS + 6.50%12.09%9/26/202712,914 12,657 12,651 0.99 %
Kwalu, LLC (6)First lien senior secured revolving loanS + 5.75%11.35%9/23/20275,061 (65)(60)0.00 %
Kwalu, LLC First lien senior secured term loanS + 5.75%11.35%9/23/202724,161 23,817 23,846 1.85 %
MacKenzie Childs Acquisition, Inc First lien senior secured revolving loanP + 5.00%12.64%9/2/20273,374 1,542 1,546 0.12 %
MacKenzie Childs Acquisition, Inc First lien senior secured term loanS + 6.00%11.48%9/2/202717,041 16,859 16,900 1.31 %
Renovation Systems, LLC First lien senior secured delayed draw term loanS + 6.25%11.73%1/23/20282,000 963 966 0.08 %
Renovation Systems, LLC First lien senior secured delayed draw term loanS + 6.25%11.73%1/23/20285,772 5,646 5,677 0.44 %
Renovation Systems, LLC First lien senior secured revolving loanP + 5.25%13.24%1/23/20282,633 2,050 2,063 0.16 %
Renovation Systems, LLC First lien senior secured term loanS + 6.25%11.73%1/23/202821,208 20,765 20,859 1.63 %
Storm Smart Buyer LLC First lien senior secured revolving loanS + 6.00%11.60%4/5/2026131 39 38 0.00 %
Storm Smart Buyer LLC First lien senior secured term loanS + 6.00%11.60%4/5/2026894 890 887 0.07 %
Trademark Global, LLC First lien senior secured revolving loanS +
5.75% + 1.75% PIK
12.94%7/30/2024118 99 50 0.00 %
Trademark Global, LLC First lien senior secured term loanS +
5.75% + 1.75% PIK
12.94%7/30/20241,897 1,885 1,091 0.09 %
90,336 89,675 6.99 %
Industrial Conglomerates
The accompanying notes are an integral part of these consolidated financial statements.
22

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Hultec Buyer, LLC First lien senior secured revolving loanS + 6.50%11.98%3/31/2029$3,915 $142 $146 0.01 %
Hultec Buyer, LLC First lien senior secured term loanS + 6.50%11.99%3/31/202914,490 14,130 14,148 1.10 %
14,272 14,294 1.11 %
Internet and direct marketing retail
Aquatic Sales Solutions, LLC First lien senior secured revolving loanS + 7.00%12.48%12/18/2025$191 $118 $105 0.01 %
Aquatic Sales Solutions, LLC First lien senior secured term loanS +
3.00% + 4.00% PIK
12.48%12/18/20252,654 2,614 2,425 0.19 %
DealerOn Holdco, Inc (6)First lien senior secured revolving loanS + 6.00%11.46%11/19/2025314 (2)(3)0.00 %
DealerOn Holdco, Inc First lien senior secured term loanS + 6.00%11.46%11/19/20258,022 7,988 7,950 0.62 %
10,718 10,477 0.82 %
IT services
BSC Top Shelf Blocker LLC (6)First lien senior secured revolving loanS + 5.25%10.59%6/28/2029$2,256 $(39)$(39)0.00 %
BSC Top Shelf Blocker LLC First lien senior secured term loanS + 5.25%10.59%6/28/202916,152 15,870 15,869 1.24 %
E-Phoenix Acquisition Co. Inc (6)First lien senior secured revolving loanS + 5.50%10.98%6/23/202775    %
E-Phoenix Acquisition Co. Inc First lien senior secured term loanS + 5.50%10.98%6/23/20271,353 1,348 1,344 0.10 %
FreshAddress, LLC (6)First lien senior secured revolving loanS + 5.50%10.98%10/5/202530    %
FreshAddress, LLC First lien senior secured term loanS + 5.50%10.98%10/5/20251,630 1,626 1,622 0.13 %
Icreon Holdings, LLC (6)First lien senior secured revolving loanS + 6.50%11.96%10/26/20271,071 (18)(17) %
Icreon Holdings, LLC First lien senior secured term loanS + 6.50%11.96%10/26/202713,119 12,890 12,915 1.01 %
P and R Dental Strategies, LLC First lien senior secured revolving loanS + 5.75%11.35%12/22/202623 2 2  %
P and R Dental Strategies, LLC First lien senior secured term loanS + 5.75%11.35%12/22/2026624 620 618 0.05 %
Palmetto Technology Group, LLC (6)First lien senior secured delayed draw term loanS + 5.75%11.09%1/3/20299,417 (175)(162)(0.01)%
Palmetto Techonology Group, LLC First lien senior secured delayed draw term loanS + 5.75%11.09%1/3/202910,855 8,795 8,804 0.69 %
Palmetto Technology Group, LLC (6)First lien senior secured revolving loanS + 5.75%11.09%1/3/20292,860 (52)(49)0.00 %
Palmetto Techonology Group, LLCFirst lien senior secured term loanS + 5.75%11.09%1/3/20296,341 6,228 6,232 0.49 %
White Label Communications,LLC (6)First lien senior secured revolving loanS + 6.25%11.58%10/11/20291,534 (30)(28)0.00 %
White Label Communications,LLC First lien senior secured term loanS + 6.25%11.59%10/11/20294,714 4,619 4,625 0.36 %
51,684 51,736 4.06 %
Leisure equipment and products
Champion Motorsports Group, LLC (6)First lien senior secured revolving loanS + 6.25%11.71%10/8/2026$56 $(1)$(1)0.00 %
Champion Motorsports Group, LLC First lien senior secured term loanS + 6.25%11.71%10/8/20261,663 1,649 1,641 0.13 %
MacNeill Pride Group Corp First lien senior secured delayed draw term loanS + 7.00%12.60%4/22/2026360 359 359 0.03 %
MacNeill Pride Group Corp First lien senior secured revolving loanS + 7.00%12.60%4/22/2026287 70 70 0.01 %
MacNeill Pride Group Corp First lien senior secured term loanS + 7.00%12.60%4/22/2026826 824 822 0.06 %
TruBlue LLC (6)First lien senior secured delayed draw term loanS + 5.50%10.83%1/11/20292,331 (42)(39)0.00 %
TruBlue LLC (6)First lien senior secured revolving loanS + 5.50%10.83%1/11/20291,430 (26)(24)0.00 %
TruBlue LLC First lien senior secured term loanS + 5.50%10.84%1/11/20295,199 5,104 5,111 0.40 %
The accompanying notes are an integral part of these consolidated financial statements.
23

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
7,937 7,939 0.63 %
Leisure products
PHGP MB Purchaser, Inc First lien senior secured delayed draw term loanS + 6.00%11.59%5/27/2027$80 $79 $77 0.01 %
PHGP MB Purchaser, Inc (19)First lien senior secured revolving loanS + 6.00%11.59%5/20/202775 33 31 0.00 %
PHGP MB Purchaser, Inc First lien senior secured term loanS + 6.00%11.60%5/20/20271,087 1,077 1,048 0.08 %
1,189 1,156 0.09 %
Life sciences tools and services
Aptitude Health Holdings, LLC (6)First lien senior secured revolving loanS + 5.25%10.85%5/3/2026$267 $(2)$(2)0.00 %
Aptitude Health Holdings, LLC First lien senior secured term loanS + 5.25%10.85%5/3/20261,086 1,077 1,078 0.08 %
CR Services Intermediate, LLC First lien senior secured delayed draw term loanS + 6.50%12.22%7/28/2028187 119 119 0.01 %
CR Services Intermediate, LLC First lien senior secured revolving loanS + 6.50%11.82%7/28/202838 7 7 0.00 %
CR Services Intermediate, LLC First lien senior secured term loanS + 6.50%12.09%7/28/2028453 441 442 0.03 %
ERG Buyer, LLC First lien senior secured delayed draw term loanS + 6.25%11.60%2/26/2026345 340 340 0.03 %
ERG Buyer, LLC First lien senior secured revolving loanS + 6.25%11.58%2/26/20265,181 2,353 2,355 0.18 %
ERG Buyer, LLC First lien senior secured term loanS + 6.25%11.60%2/26/202636,238 35,767 35,797 2.79 %
40,102 40,136 3.12 %
Machinery
Abrasive Technology Intermediate, LLC First lien senior secured revolving loanS + 6.25%11.84%4/30/2026$173 $74 $74 0.01 %
Abrasive Technology Intermediate, LLC First lien senior secured term loanS + 6.25%11.91%4/30/20261,996 1,970 1,971 0.15 %
DNS-IMI Acquisition Corp First lien senior secured revolving loanP + 4.50%13.00%11/23/202656 14 14 0.00 %
DNS-IMI Acquisition Corp First lien senior secured term loanS + 5.50%10.98%11/23/20261,440 1,431 1,426 0.11 %
Double E Company, LLC First lien senior secured revolving loanS + 6.75%12.19%6/21/20283,110 2,306 2,228 0.17 %
Double E Company, LLC First lien senior secured term loanS +
4.00% + 2.75% PIK
12.23%6/21/202818,481 18,352 17,873 1.40 %
Kittyhawk, Inc (6)First lien senior secured revolving loanS + 5.25%10.58%5/1/20293,571 (69)(69)(0.01)%
Kittyhawk, Inc First lien senior secured term loanS + 5.25%10.58%5/1/202915,253 14,957 14,954 1.17 %
My Buyer, LLC (6)First lien senior secured delayed draw term loanS + 5.75%11.08%1/26/20303,139 (58)(53)0.00 %
My Buyer, LLC (6)First lien senior secured revolving loanS + 5.75%11.08%1/26/20292,360 (44)(40)0.00 %
My Buyer, LLC First lien senior secured term loanS + 5.75%11.08%1/26/20307,910 7,761 7,773 0.61 %
SPG Holdco, LLC (6)First lien senior secured revolving loanS + 6.00%11.48%12/1/20282,070 (46)(43)0.00 %
SPG Holdco, LLC First lien senior secured term loanS + 6.00%11.48%12/1/202810,634 10,397 10,410 0.81 %
USSC Holding Corp (6)First lien senior secured delayed draw term loanS + 5.25%10.60%6/21/203015,340 (307)(307)(0.02)%
USSC Holding Corp (6)First lien senior secured revolving loanS + 5.25%10.60%6/21/20308,516 (170)(170)(0.01)%
USSC Holding Corp First lien senior secured term loanS + 5.25%10.60%6/21/203049,134 48,153 48,151 3.76 %
104,721 104,192 8.15 %
Media
The accompanying notes are an integral part of these consolidated financial statements.
24

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
ALM Media, LLC (20)First lien senior secured revolving loanS + 6.25%11.59%2/21/2029$3,102 $769 $774 0.06 %
ALM Media, LLC First lien senior secured term loanS + 6.25%11.58%2/21/202938,361 37,634 37,694 2.94 %
Barkley, LLC (6)First lien senior secured revolving loanS + 5.75%11.22%9/29/20282,300 (52)(40)0.00 %
Barkley, LLC First lien senior secured term loanS + 5.75%11.22%9/29/202845,800 44,843 44,999 3.51 %
Exclusive Concepts, LLC First lien senior secured delayed draw term loanS + 6.50%12.10%12/9/20263,079 3,021 3,027 0.24 %
Exclusive Concepts, LLC (6)First lien senior secured revolving loanS + 6.50%12.10%12/9/202623   0.00 %
Exclusive Concepts, LLC First lien senior secured term loanS + 6.50%12.10%12/9/20263,508 3,449 3,457 0.27 %
Infolinks Media Buyco, LLC First lien senior secured delayed draw term loanS + 5.50%10.84%11/1/20262,094 2,063 2,062 0.16 %
Infolinks Media Buyco, LLC (6)First lien senior secured revolving loanS + 5.50%10.83%11/1/202638  (1)0.00 %
Infolinks Media Buyco, LLC First lien senior secured term loanS + 5.50%10.83%11/1/202620,775 20,479 20,463 1.60 %
NTM Acquisition Corp First lien senior secured revolving loanS + 6.75%12.24%6/18/20261,809 608 609 0.05 %
NTM Acquisition Corp First lien senior secured term loanS + 6.75%12.23%6/18/202613,184 12,991 13,001 1.01 %
Optimized Marketing Acquisition, LLC First lien senior secured revolving loanS + 5.75%11.20%8/19/20273,383 1,477 1,480 0.12 %
Optimized Marketing Acquisition, LLC First lien senior secured term loanS + 5.75%11.21%8/19/202725,774 25,396 25,427 1.98 %
Outerbox, LLC (6)First lien senior secured delayed draw term loanS + 5.00%10.34%6/7/20284,077 (60)(60)0.00 %
Outerbox, LLC (6)First lien senior secured revolving loanS + 5.00%10.34%6/7/20282,280 (34)(34)0.00 %
Outerbox, LLC First lien senior secured term loanS + 5.00%10.34%6/7/202818,754 18,476 18,473 1.44 %
Peninsula MMGY Corporation (6)(21)First lien senior secured revolving loanS + 5.75%11.23%4/26/20293,691 (73)(68)(0.01)%
Peninsula MMGY Corporation First lien senior secured term loanS + 5.75%11.23%4/26/202910,782 10,562 10,583 0.83 %
RKD Group, LLC First lien senior secured delayed draw term loanS + 6.00%11.47%8/17/20288,104 6,022 6,063 0.47 %
RKD Group, LLC (6)First lien senior secured revolving loanS + 6.00%11.48%8/17/20284,905 (51)(44)0.00 %
RKD Group, LLC First lien senior secured term loanS + 6.00%11.48%8/17/202833,170 32,812 32,866 2.57 %
The Channel Company, LLC First lien senior secured revolving loanS + 6.75%12.35%11/1/202762 33 31 0.00 %
The Channel Company, LLC First lien senior secured term loanS +
3.25% + 3.50% PIK
12.32%11/1/20272,362 2,348 2,278 0.18 %
WTWH Buyer, LLC (6)First lien senior secured revolving loanS + 6.50%12.10%12/16/20271,638 (30)(31)0.00 %
WTWH Buyer, LLC First lien senior secured term loanS + 6.50%12.10%12/16/202714,212 13,937 13,939 1.09 %
236,620 236,948 18.51 %
Metals and mining
Copperweld Group, Inc First lien senior secured revolving loanS + 6.00%11.60%3/31/2026$462 $322 $321 0.03 %
Copperweld Group, Inc First lien senior secured term loanS + 6.00%11.60%3/31/20262,250 2,246 2,237 0.17 %
2,568 2,558 0.20 %
Multiline retail
HEC Purchaser Corp. First lien senior secured revolving loanS + 5.50%10.84%6/17/20297,843 667 667 0.05 %
HEC Purchaser Corp. First lien senior secured term loanS + 5.50%10.84%6/17/202950,459 49,705 49,702 3.88 %
50,372 50,369 3.93 %
Pharmaceuticals
The accompanying notes are an integral part of these consolidated financial statements.
25

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Bio Agri Mix Holdings Inc (6)First lien senior secured revolving loanC + 5.75%10.53%7/23/2026$30 $ $ 0.00 %
Bio Agri Mix Holdings Inc (6)First lien senior secured revolving loan - C$C + 5.75%10.53%7/23/2026$75   0.00 %
Bio Agri Mix Holdings Inc First lien senior secured term loan - C$C + 5.75%10.53%7/23/2026$1,205 903 873 0.07 %
Formulated Buyer, LLC First lien senior secured delayed draw term loanS + 5.50%11.17%9/22/2026297 295 294 0.02 %
Formulated Buyer, LLC First lien senior secured revolving loanP + 4.50%11.89%9/22/2026188 100 100 0.01 %
Formulated Buyer, LLC First lien senior secured term loanS + 5.50%11.19%9/22/2026454 450 449 0.04 %
1,748 1,716 0.14 %
Personal products
Cosmetic Solutions LLC First lien senior secured delayed draw term loanS +
6.50% PIK
12.18%10/17/2025$378 $370 $359 0.03 %
Cosmetic Solutions LLC First lien senior secured revolving loanS + 6.50%12.18%10/17/2025344 84 75 0.01 %
Cosmetic Solutions LLC First lien senior secured term loanS +
6.50% PIK
12.18%10/17/20252,889 2,828 2,747 0.21 %
3,282 3,181 0.25 %
Professional services
Helpware, Inc First lien senior secured revolving loanP +
5.75% + 0.50% PIK
12.42%9/8/2026$5,061 $1,649 $1,388 0.11 %
Helpware, Inc First lien senior secured term loanS +
5.75% + 1.25% PIK
13.69%9/8/202613,997 13,867 13,164 1.03 %
Stax Holding Company, LLC (6)(22)First lien senior secured revolving loanS + 5.00%10.60%10/29/202660   0.00 %
Stax Holding Company, LLC First lien senior secured term loanS + 5.00%10.60%10/29/2026689 686 684 0.05 %
16,202 15,236 1.19 %
Real estate management and development
BBG, Inc (23)First lien senior secured revolving loanP + 5.75%12.73%1/8/2026$233 $217 $212 0.02 %
BBG, Inc First lien senior secured term loanS +
6.75% PIK
12.21%1/8/20261,930 1,826 1,785 0.14 %
MetaSource, LLC First lien senior secured revolving loanS + 6.75%12.21%5/17/202775 35 35 0.00 %
MetaSource, LLC First lien senior secured term loanS +
6.25% + 0.50% PIK
12.35%5/17/2027926 921 917 0.07 %
2,999 2,949 0.23 %
Semiconductors and semiconductor equipment
Altamira Material Solutions, LP First lien senior secured revolving loanP + 5.00%11.48%9/2/2026$45 $19 $19 0.00 %
Altamira Material Solutions, LP First lien senior secured term loanS + 6.00%11.48%9/2/20261,023 1,016 1,013 0.08 %
1,035 1,032 0.08 %
Software
AFFINITIV INC (6)First lien senior secured revolving loanS + 6.00%11.60%1/26/2025$248 $(1)$ 0.00 %
AFFINITIV INC First lien senior secured term loanS + 6.00%11.60%1/26/20252,230 2,225 2,229 0.17 %
GENIUS BIDCO LLC (6)First lien senior secured delayed draw term loanS + 5.25%10.58%5/1/20304,661 (45)(45)0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
26

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
GENIUS BIDCO LLC (6)(24)First lien senior secured revolving loanS + 5.25%10.58%5/1/20303,571 (69)(69)(0.01)%
GENIUS BIDCO LLC First lien senior secured term loanS + 5.25%10.58%5/1/203012,711 12,462 12,462 0.97 %
GPSTrackit Holdings, LLC (6)First lien senior secured delayed draw term loanS + 6.25%11.58%3/29/20291,968 (42)(39)0.00 %
GPSTrackit Holdings, LLC First lien senior secured revolving loanS + 6.25%11.58%3/29/20291,934 151 155 0.01 %
GPSTrackit Holdings, LLC First lien senior secured term loanS + 6.25%11.58%3/29/202919,646 19,225 19,253 1.50 %
GS XX Corporation (6)First lien senior secured revolving loanS + 4.75%10.09%4/19/20292,381 (46)(46)0.00 %
GS XX Corporation First lien senior secured term loanS + 4.75%10.09%4/19/202916,948 16,622 16,617 1.30 %
Shasta Buyer, LLC (6)First lien senior secured revolving loanS + 6.00%11.46%8/9/20282,199 (30)(27)0.00 %
Shasta Buyer, LLC First lien senior secured term loanS + 6.00%11.46%8/9/202811,452 11,286 11,303 0.88 %
ShiftKey, LLC (6)First lien senior secured revolving loanS + 5.75%11.31%6/21/2027110 (1)(1)0.00 %
ShiftKey, LLC First lien senior secured term loanS + 5.75%11.35%6/21/20273,684 3,670 3,659 0.29 %
65,407 65,451 5.11 %
Specialty retail
Dykstras Auto LLC First lien senior secured delayed draw term loanS + 6.25%11.85%10/22/2026$333 $252 $251 0.02 %
Dykstras Auto LLC First lien senior secured revolving loanS + 6.25%11.85%10/22/202638 20 20 0.00 %
Dykstras Auto LLC First lien senior secured term loanS + 6.25%11.85%10/22/2026624 617 614 0.05 %
Fastlap, LLC (6)First lien senior secured delayed draw term loanS + 5.50%10.84%6/20/202914,130 (283)(283)(0.02)%
Fastlap, LLC (6)First lien senior secured revolving loanS + 5.50%10.84%6/20/20292,256 (45)(45)0.00 %
Fastlap, LLC First lien senior secured term loanS + 5.50%10.84%6/20/202910,093 9,891 9,891 0.77 %
Kaizen Auto Care, LLC (6)First lien senior secured revolving loan5.00%5.00%12/22/2027152  (36)0.00 %
Kaizen Auto Care, LLC First lien senior secured term loan5.00%5.00%12/22/20271,359 1,347 1,043 0.08 %
Leonard Group, Inc (6)First lien senior secured revolving loanS + 6.50%12.10%2/26/2026234 (1)(1)0.00 %
Leonard Group, Inc First lien senior secured term loanS + 6.50%12.10%2/26/20261,551 1,546 1,542 0.12 %
Pink Lily Holdings, LLC (6)First lien senior secured revolving loanS +
3.50% + 3.50% PIK
12.43%11/16/202763 (1)(3)0.00 %
Pink Lily Holdings, LLC First lien senior secured term loanS +
3.50% + 3.50% PIK
12.43%11/16/20271,283 1,262 1,228 0.10 %
Soccer Post Acquisition LLC First lien senior secured delayed draw term loanS + 5.50%11.10%6/30/20271,125 1,114 1,115 0.09 %
Soccer Post Acquisition LLC (6)First lien senior secured revolving loanS + 5.50%11.10%6/30/20271,779 (19)(17)0.00 %
Soccer Post Acquisition LLC First lien senior secured term loanS + 5.50%11.10%6/30/20277,941 7,856 7,863 0.61 %
23,556 23,182 1.82 %
Trading companies and distributors
AFC-Dell Holding Corp First lien senior secured delayed draw term loanS + 6.25%11.69%4/9/2027$346 $341 $342 0.03 %
AFC-Dell Holding Corp First lien senior secured delayed draw term loanS + 6.25%11.59%4/9/2027331 327 327 0.03 %
The accompanying notes are an integral part of these consolidated financial statements.
27

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
AFC-Dell Holding Corp First lien senior secured delayed draw term loanS + 6.25%11.72%4/9/20274,468 4,402 4,407 0.34 %
AFC-Dell Holding Corp (25)First lien senior secured revolving loanS + 6.25%11.69%10/9/2026156 95 95 0.01 %
AFC-Dell Holding Corp First lien senior secured term loanS + 6.25%11.75%4/9/20271,657 1,633 1,635 0.13 %
American Equipment Systems LLC First lien senior secured delayed draw term loanS + 6.00%11.71%11/5/202637 37 36 0.00 %
American Equipment Systems LLC First lien senior secured term loanS + 6.00%11.58%11/5/202670 69 69 0.01 %
American Equipment Systems LLC First lien senior secured term loanS + 6.00%11.70%11/5/2026318 313 313 0.02 %
American Equipment Systems LLC First lien senior secured term loanS + 6.00%11.71%11/5/2026939 922 923 0.07 %
Ascent Lifting, Inc (6)First lien senior secured revolving loanS + 6.00%11.44%9/9/20272,500 (47)(45)0.00 %
Ascent Lifting, Inc First lien senior secured term loanS + 6.00%11.44%9/9/202717,107 16,754 16,776 1.31 %
Banner Buyer, LLC First lien senior secured delayed draw term loanS + 5.75%11.23%10/31/2025560 561 557 0.04 %
Banner Buyer, LLC First lien senior secured revolving loanS + 5.75%11.23%10/31/2025370 73 71 0.01 %
Banner Buyer, LLC First lien senior secured term loanS + 5.75%11.23%10/31/20251,350 1,350 1,339 0.10 %
CAP KSI Holdings LLC First lien senior secured revolving loanS + 5.25%10.58%6/28/203013,923 951 951 0.07 %
CAP KSI Holdings LLC First lien senior secured term loanS + 5.25%10.58%6/28/203042,761 42,120 42,119 3.29 %
Empire Equipment Company, LLC (6)First lien senior secured revolving loanS + 6.25%11.71%1/17/2025439 (2)(4)0.00 %
Empire Equipment Company, LLC First lien senior secured term loanS + 6.25%11.71%1/17/20251,713 1,705 1,699 0.13 %
Montway LLC First lien senior secured delayed draw term loanS + 6.25%11.94%11/4/2025665 662 660 0.05 %
Montway LLC (6)First lien senior secured revolving loanS + 6.25%11.94%11/4/2025150 (1)(1)0.00 %
Montway LLC First lien senior secured term loanS + 6.25%11.94%11/4/2025705 701 699 0.05 %
NEFCO Holding Company, LLC First lien senior secured delayed draw term loanS + 6.50%11.98%8/5/20282,591 2,574 2,555 0.20 %
NEFCO Holding Company, LLC First lien senior secured delayed draw term loanS + 6.50%12.01%8/5/20282,170 2,142 2,140 0.17 %
NEFCO Holding Company, LLC First lien senior secured delayed draw term loanS + 6.50%11.91%8/5/20242,186 2,154 2,156 0.17 %
NEFCO Holding Company, LLC First lien senior secured delayed draw term loanS + 6.50%11.98%8/5/20284,707 4,619 4,642 0.36 %
NEFCO Holding Company, LLC (6)First lien senior secured delayed draw term loanP + 5.50%14.00%8/5/20287,190 (136)(99)(0.01)%
NEFCO Holding Company, LLC First lien senior secured revolving loanP + 5.50%14.00%8/5/20283,045 1,629 1,633 0.13 %
NEFCO Holding Company, LLC First lien senior secured term loanS + 6.50%12.04%8/5/2028657 645 648 0.05 %
NEFCO Holding Company, LLC First lien senior secured term loanS + 6.50%12.03%8/5/202814,252 13,994 14,037 1.10 %
Triad Technologies, LLC (6)First lien senior secured revolving loanS + 6.00%11.45%6/8/2026332 (3)(3)0.00 %
Triad Technologies, LLC First lien senior secured term loanS + 6.00%11.48%6/8/20261,250 1,242 1,236 0.10 %
Wolf Gordon Inc (6)First lien senior secured revolving loanP + 4.25%12.75%5/1/20293,809 (74)(74)(0.01)%
Wolf Gordon Inc First lien senior secured term loanS + 5.25%10.60%5/1/202923,198 22,743 22,743 1.78 %
124,495 124,582 9.73 %
Water utilities
Diamondback Buyer, LLC First lien senior secured revolving loanS + 5.50%10.96%7/22/2026$75 $48 $48 0.00 %
Diamondback Buyer, LLC First lien senior secured term loanS + 5.50%11.10%7/22/20261,182 1,177 1,174 0.09 %
The accompanying notes are an integral part of these consolidated financial statements.
28

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
1,225 1,222 0.09 %
Total non-controlled/non-affiliated senior secured debt$2,268,645 $2,266,885 176.94 %
Non-controlled/non-affiliated sponsor subordinated notes
Trading companies and distributors
Empire Equipment Company, LLC Sponsor subordinated note
12.50% + 7.00% PIK
7/17/2025$14 $14 $9 0.01 %
Total non-controlled/non-affiliated sponsor subordinated notes14 9 0.01 %
Total non-controlled/non-affiliated investments2,268,659 2,266,894 176.94 %
Non-controlled/affiliated investments
Multisector holdings
Twin Brook Equity Holdings, LLC (26) (27) (28)
Equity - 10.75% membership interest
$64,326 $69,894 5.46 %
Twin Brook Segregated Equity Holdings, LLC (26) (27) (28)
Equity - 2.11% membership interest
19 19 0.00 %
Total non-controlled/affiliated investments64,345 69,913 5.46 %
Total investments$2,333,004 $2,336,807 182.40 %
(1)Unless otherwise indicated, all investments are considered Level 3 investments.
(2)Unless otherwise indicated, all investments represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. Refer to Note 6 for further information.
(3)Principal/par amount is denominated in U.S. Dollars (“$”) unless otherwise noted, such as Canadian Dollars (“C$”).
(4)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)Unless otherwise indicated, the interest rate on the principal balance outstanding for all floating rate loans is indexed to the Term Secured Overnight Financing Rate (“Term SOFR” or “S”) and/or an alternate base rate (e.g. prime rate (“P”)), which typically resets semiannually, quarterly, or monthly at the borrower’s option. The applicable base rate may be subject to a floor. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the applicable margin has been provided over Term SOFR based on each respective credit agreement. As of June 30, 2024, the reference rates for the floating rate loans were the Term SOFR of 5.40%, the Prime Rate of 8.50%, and the 3M CDOR of 4.97%.
(6)Represents revolvers and delayed draw term loans where the entire balance is unfunded as of June 30, 2024. The negative fair value is a result of the commitment being valued below par. Refer to Note 8 for further information.
(7)Represents investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of June 30, 2024, non-qualifying assets represented approximately 4.39% of the total assets of the Company.
(8)Indicates Loan was on non-accrual status as of June 30, 2024.
(9)Principal balance includes reserve for letter of credit of $1,875 on which the borrower pays 6.00%.
(10)Principal balance includes reserve for letter of credit of $3,659 on which the borrower pays 5.75%.
(11)Principal balance includes reserve for letter of credit of $10,663 on which the borrower pays 5.50%.
(12)Principal balance includes reserve for letter of credit of $156,238 on which the borrower pays 5.25%.
(13)Principal balance includes reserve for letter of credit of $188,700 on which the borrower pays 6.25%.
(14)Principal balance includes reserve for letter of credit of $7,896 on which the borrower pays 6.25%.
(15)Principal balance includes reserve for letter of credit of $5,240 on which the borrower pays 7.00%.
(16)Principal balance includes reserve for letter of credit of $163,717 on which the borrower pays 6.00%.
The accompanying notes are an integral part of these consolidated financial statements.
29

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)
(17)Principal balance includes reserve for letter of credit of $5,410 on which the borrower pays 6.50%.
(18)Principal balance includes reserve for letter of credit of $141,798 on which the borrower pays 5.75%.
(19)Principal balance includes reserve for letter of credit of $3,750 on which the borrower pays 6.00%.
(20)Principal balance includes reserve for letter of credit of $452,777 on which the borrower pays 6.25%.
(21)Principal balance includes reserve for letter of credit of $10,236 on which the borrower pays 5.75%.
(22)Principal balance includes reserve for letter of credit of $2,248 on which the borrower pays 5.00%.
(23)Principal balance includes reserve for letter of credit of $3,517 on which the borrower pays 6.75%.
(24)Principal balance includes reserve for letter of credit of $238,050 on which the borrower pays 5.25%.
(25)Principal balance includes reserve for letter of credit of $6,240 on which the borrower pays 6.25%.
(26)As a practical expedient, the Company uses net asset value to determine the fair value of this investment. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels. This represents an investment in an affiliated fund.
(27)Securities exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2024, the aggregate fair value of these securities is $69,913 or 5.46% of the Company's net assets. The “restricted securities,” Twin Brook Equity Holdings, LLC and Twin Brook Segregated Equity Holdings, LLC, were purchased on May 19, 2022 and July 28, 2023, respectively.
(28)Non-income producing investment.

The accompanying notes are an integral part of these consolidated financial statements.
30

Table of Contents
AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of June 30, 2024
(Amounts in thousands)
(Unaudited)

Foreign currency forward contracts
CounterpartyCurrency PurchasedCurrency SoldSettlementUnrealized Appreciation/
(Depreciation)
Wells Fargo Bank, National Association
USD 1,391
CAD 1,912
7/16/2024$(7)
Wells Fargo Bank, National Association
CAD 11
USD 8
7/16/2024 
Total$(7)
Currency Abbreviations:
USD - U.S. Dollar
CAD - Canadian Dollar
Interest Rate Swaps
CounterpartyHedged InstrumentCompany ReceivesCompany PaysMaturity DateNotional AmountFair ValueUpfront Payments/Receipts
Change in Unrealized Gain/(Loss)(1)
Morgan Stanley Capital Services LLCTranche A Notes7.6900%
S + 3.500%
3/19/2027$90,000 $(758)$ $(224)
Morgan Stanley Capital Services LLCTranche B Notes7.7800%
S + 3.7680%
3/19/2029150,000 (576) (302)
Total$(1,334)$ $(526)
(1) For interest rate swaps that are designated in qualifying hedging relationships, the change in unrealized gain/(loss) is recorded in interest expense in the Consolidated Statements of Operations.
The accompanying notes are an integral part of these consolidated financial statements.
31

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)

Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Investments
Non-controlled/non-affiliated senior secured debt
Aerospace and defense
Mattco Forge, Inc (6)First lien senior secured revolving loanS +5.25%10.86%12/6/2024$506 $(5)$(4)0.00 %
Mattco Forge, IncFirst lien senior secured term loanS +5.25%10.86%1/6/20252,064 2,050 2,048 0.26 %
2,045 2,044 0.26 %
Air freight and logistics
Load One Purchaser Corporation (6)First lien senior secured delayed draw term loanS +6.00%11.61%6/21/2028$6,230 $(87)$(85)(0.01)%
Load One Purchaser Corporation (6)First lien senior secured revolving loanS +6.00%11.61%6/21/20283,557 (52)(48)(0.01)%
Load One Purchaser CorporationFirst lien senior secured term loanS +6.00%11.61%6/21/202814,144 13,924 13,942 1.74 %
Zipline Logistics, LLC (6)First lien senior secured delayed draw term loanS +6.00%11.47%9/19/20274,527 (67)(62)(0.01)%
Zipline Logistics, LLC (6)First lien senior secured revolving loanS +6.00%11.47%9/19/20271,687 (25)(23)0.00 %
Zipline Logistics, LLCFirst lien senior secured term loanS +6.00%11.47%9/19/20276,855 6,743 6,752 0.85 %
20,436 20,476 2.56 %
Auto components
A.P.A. Industries, LLC (6)First lien senior secured revolving loanS +6.00%11.61%1/10/2028$1,523 $(31)$(29)0.00 %
A.P.A. Industries, LLCFirst lien senior secured term loanS +6.00%11.61%1/10/20289,568 9,368 9,379 1.16 %
AvCarb, LLCFirst lien senior secured delayed draw term loanS +
2.00% + 5.00% PIK
13.61%11/12/2026233 229 229 0.03 %
AvCarb, LLC (6)First lien senior secured revolving loanS +
2.00% + 5.00% PIK
12.90%11/12/202638  (1) %
AvCarb, LLCFirst lien senior secured term loanS +
2.00% + 5.00% PIK
12.90%11/12/2026498 493 491 0.06 %
Certified Collision Group Acquisition Corp (6)First lien senior secured revolving loanS +6.00%11.61%5/17/202719   0.00 %
Certified Collision Group Acquisition CorpFirst lien senior secured term loanS +6.00%11.61%5/17/2027420 418 416 0.05 %
Raneys, LLCFirst lien senior secured delayed draw term loanS +6.50%12.11%6/7/20274,848 1,262 1,274 0.16 %
Raneys, LLCFirst lien senior secured revolving loanP +5.50%14.00%6/7/20271,560 208 209 0.03 %
Raneys, LLCFirst lien senior secured term loanS +6.50%12.11%6/7/20279,298 9,134 9,149 1.15 %
Vehicle Accessories, Inc (6)First lien senior secured revolving loanS +5.25%10.72%11/30/202638   0.00 %
Vehicle Accessories, IncFirst lien senior secured term loanS +5.25%10.72%11/30/20261,649 1,650 1,644 0.21 %
22,731 22,761 2.85 %
Chemicals
AM Buyer, LLCFirst lien senior secured revolving loanS +6.75%12.39%5/1/2025$111 $15 $15 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
32

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
AM Buyer, LLCFirst lien senior secured term loanS +6.75%12.36%5/1/2025465 464 462 0.06 %
Answer Acquisition, LLCFirst lien senior secured revolving loanS +5.75%11.25%12/30/202638 28 28 0.00 %
Answer Acquisition, LLCFirst lien senior secured term loanS +5.75%11.25%12/30/20261,682 1,668 1,662 0.21 %
Custom Agronomics Holdings, LLCFirst lien senior secured revolving loanS +6.50%11.97%8/30/20272,357 162 165 0.02 %
Custom Agronomics Holdings, LLCFirst lien senior secured term loanS +6.50%12.11%8/30/20274,124 4,061 4,065 0.51 %
SASE Company, LLCFirst lien senior secured revolving loanS +6.00%11.47%11/15/202638 18 18 0.00 %
SASE Company, LLCFirst lien senior secured term loanS +6.00%11.47%11/15/20261,599 1,587 1,581 0.20 %
Teel Plastics, LLC (6)First lien senior secured revolving loanS +5.00%10.47%1/24/2025324 (1)(1)0.00 %
Teel Plastics, LLCFirst lien senior secured term loanS +5.00%10.47%1/24/20251,769 1,770 1,765 0.21 %
USALCO, LLCFirst lien senior secured revolving loanS +6.00%11.47%10/19/2026100 41 41 0.01 %
USALCO, LLCFirst lien senior secured term loanS +6.00%11.61%10/19/20272,545 2,529 2,522 0.32 %
12,342 12,323 1.54 %
Commercial services and supplies
Alliance Environmental Group, LLCFirst lien senior secured delayed draw term loanS +6.00%11.61%12/30/2027$54 $53 $52 0.01 %
Alliance Environmental Group, LLCFirst lien senior secured revolving loanS +6.00%11.61%12/30/202738 34 33 0.00 %
Alliance Environmental Group, LLCFirst lien senior secured term loanS +
3.00% + 3.00% PIK
11.61%12/30/20272,146 2,111 2,059 0.26 %
Edko Acquisition, LLC (6)(8)First lien senior secured revolving loanS +5.75%11.36%6/25/202638   0.00 %
Edko Acquisition, LLCFirst lien senior secured term loanS +5.75%11.36%6/25/20261,128 1,120 1,116 0.14 %
Franchise Fastlane, LLC (6)First lien senior secured revolving loanS +5.25%10.89%5/2/202715   0.00 %
Franchise Fastlane, LLCFirst lien senior secured term loanS +5.25%10.89%5/2/20271,158 1,146 1,142 0.14 %
Gold Medal Holdings, Inc (9)First lien senior secured revolving loanS +7.00%12.62%3/17/202750 45 45 0.01 %
Gold Medal Holdings, IncFirst lien senior secured term loanS +7.00%12.61%3/17/2027717 713 710 0.09 %
Green Monster Acquisition, LLCFirst lien senior secured revolving loanS +5.75%11.22%12/28/202638 26 26 0.00 %
Green Monster Acquisition, LLCFirst lien senior secured term loanS +5.75%11.40%12/28/20261,157 1,146 1,142 0.14 %
HLSG Intermediate, LLCFirst lien senior secured delayed draw term loanS +6.50%11.97%3/31/202895 94 94 0.01 %
HLSG Intermediate, LLCFirst lien senior secured delayed draw term loanS +6.50%11.97%3/31/2028355 149 153 0.02 %
HLSG Intermediate, LLCFirst lien senior secured revolving loanS +6.50%11.97%3/31/202860 19 19 0.00 %
HLSG Intermediate, LLCFirst lien senior secured term loanS +6.50%12.11%3/31/2028645 632 640 0.08 %
HLSG Intermediate, LLCFirst lien senior secured term loanS +6.50%11.97%3/31/2028994 990 986 0.12 %
Industrial Air Flow Dynamics, Inc (6)First lien senior secured revolving loanS +6.25%11.78%8/5/20282,537 (39)(35)0.00 %
Industrial Air Flow Dynamics, IncFirst lien senior secured term loanS +6.25%11.78%8/5/202817,579 17,286 17,318 2.17 %
Nimlok Company, LLC (6)(10)First lien senior secured revolving loanS +5.50%11.11%11/27/2024320 (2)(3)0.00 %
Nimlok Company, LLCFirst lien senior secured term loanS +5.50%11.11%11/27/20252,607 2,592 2,584 0.32 %
The accompanying notes are an integral part of these consolidated financial statements.
33

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
PRA Acquisition, LLC (6)First lien senior secured revolving loanS +6.50%12.00%5/12/202856 (1)(1)0.00 %
PRA Acquisition, LLCFirst lien senior secured term loanS +6.50%12.00%5/12/2028635 621 620 0.08 %
Quality Liaison Services of North America, Inc (6)First lien senior secured revolving loanS +6.00%11.53%5/2/20281,629 (35)(33)0.00 %
Quality Liaison Services of North America, IncFirst lien senior secured term loanS +6.00%11.53%5/2/202812,849 12,563 12,578 1.57 %
Steel City Wash, LLCFirst lien senior secured delayed draw term loanS +6.00%11.61%12/27/2026141 140 140 0.02 %
Steel City Wash, LLCFirst lien senior secured revolving loanS +6.00%11.61%12/27/202638 21 21 0.00 %
Steel City Wash, LLCFirst lien senior secured term loanS +6.00%11.61%12/27/2026786 780 777 0.10 %
42,204 42,183 5.28 %
Construction and engineering
BCI Burke Holding CorpFirst lien senior secured delayed draw term loanS +5.50%11.11%12/14/2027$129 $22 $22 0.00 %
BCI Burke Holding Corp (6)First lien senior secured revolving loanS +5.50%11.11%12/14/202779 (1)(1)0.00 %
BCI Burke Holding CorpFirst lien senior secured term loanS +5.50%11.11%12/14/2027815 811 808 0.10 %
CPS HVAC Group, LLCFirst lien senior secured delayed draw term loanS +6.75%12.36%12/15/2026150 31 26 0.00 %
CPS HVAC Group, LLC (11)First lien senior secured revolving loanS +6.75%12.36%12/15/202638 12 10 0.00 %
CPS HVAC Group, LLCFirst lien senior secured term loanS +6.75%12.36%12/15/2026269 264 254 0.03 %
Domino Equipment Company, LLCFirst lien senior secured revolving loanS +6.50%11.97%4/1/202679 12 7 0.00 %
Domino Equipment Company, LLCFirst lien senior secured term loanS +
6.25% + 0.25% PIK
11.97%4/1/2026506 498 467 0.06 %
Highland Acquisition, Inc (6)First lien senior secured revolving loanS +5.25%10.86%3/9/202730   0.00 %
Highland Acquisition, IncFirst lien senior secured term loanS +5.25%10.86%3/9/2027871 862 859 0.11 %
Ironhorse Purchaser, LLCFirst lien senior secured delayed draw term loanS +6.50%12.11%9/30/20279,319 9,219 9,228 1.16 %
Ironhorse Purchaser, LLC (12)First lien senior secured revolving loanS +6.50%12.11%9/30/20275,813 3,262 3,286 0.41 %
Ironhorse Purchaser, LLCFirst lien senior secured term loanS +6.50%12.11%9/30/202730,299 29,930 29,976 3.76 %
Rose Paving, LLCFirst lien senior secured revolving loanS +5.50%11.20%11/7/20285,055 631 639 0.08 %
Rose Paving, LLCFirst lien senior secured term loanS +5.50%11.00%11/7/202817,427 17,068 17,095 2.14 %
62,621 62,676 7.85 %
Containers and packaging
Bulk Lift International, LLCFirst lien senior secured delayed draw term loanS +6.75%12.36%11/15/2027$127 $125 $125 0.02 %
Bulk Lift International, LLC (6)First lien senior secured revolving loanS +6.75%12.36%11/15/20271,801 (39)(39)0.00 %
Bulk Lift International, LLCFirst lien senior secured term loanS +6.75%12.36%11/15/20276,180 6,043 6,048 0.76 %
Innovative FlexPak, LLCFirst lien senior secured revolving loanS +7.00%12.47%1/23/2025627 492 428 0.05 %
Innovative FlexPak, LLCFirst lien senior secured term loanS +7.00%12.47%1/23/20252,616 2,048 1,786 0.22 %
The accompanying notes are an integral part of these consolidated financial statements.
34

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Innovative FlexPak, LLCFirst lien senior secured term loanS +
20.00% PIK
20.00%1/23/2025384 292 262 0.03 %
Johns Byrne LLC (6)First lien senior secured delayed draw term loanS +6.25%11.60%8/31/20292,578 (60)(57)(0.01)%
Johns Byrne LLC (6)First lien senior secured revolving loanS +6.25%11.60%8/31/20291,460 (34)(32)0.00 %
Johns Byrne LLC First lien senior secured term loanS +6.25%11.60%8/31/20299,644 9,418 9,427 1.18 %
Johns Byrne LLCFirst lien senior secured revolving loanS +6.25%11.86%10/6/20276,748 (127)(120)(0.02)%
K-1 Packaging Group LLCFirst lien senior secured term loanS +6.25%11.86%10/6/202731,406 30,749 30,805 3.86 %
MRC Keeler Acquisition LLCFirst lien senior secured delayed draw term loanS +5.75%11.25%12/4/202573 72 68 0.01 %
MRC Keeler Acquisition LLC (6)First lien senior secured revolving loanS +5.75%11.25%12/4/2025150 (1)(10)0.00 %
MRC Keeler Acquisition LLCFirst lien senior secured term loanS +5.75%11.25%12/4/2025904 899 846 0.11 %
Sixarp, LLC (6)First lien senior secured delayed draw term loanS +5.25%10.86%8/5/20273,180 (45)(42)(0.01)%
Sixarp, LLC (6)First lien senior secured revolving loanS +5.25%10.86%8/5/20273,732 (54)(49)(0.01)%
Sixarp, LLCFirst lien senior secured term loanS +5.25%10.86%8/5/202719,627 19,319 19,349 2.42 %
Vanguard Packaging, LLC (6)First lien senior secured revolving loanS +5.00%10.47%8/9/2024535 (2)(2)0.00 %
Vanguard Packaging, LLCFirst lien senior secured term loanS +5.00%10.47%8/9/20241,092 1,092 1,089 0.14 %
70,187 69,882 8.75 %
Distributors
RTP Acquisition, LLC (6)First lien senior secured revolving loanP +5.50%14.00%8/17/2026$38 $(1)$(1)0.00 %
RTP Acquisition, LLCFirst lien senior secured term loanS +6.50%11.97%8/17/20262,720 2,676 2,678 0.34 %
2,675 2,677 0.34 %
Diversified consumer services
50Floor, LLCFirst lien senior secured revolving loanS +7.75%13.25%12/31/2025$199 $145 $138 0.02 %
50Floor, LLCFirst lien senior secured term loanS +
2.75% + 5.00% PIK
13.25%12/31/2026965 957 917 0.11 %
ACES Intermediate, Inc (6)First lien senior secured revolving loanS +5.50%10.97%7/27/20277,114 (101)(94)(0.01)%
ACES Intermediate, IncFirst lien senior secured term loanS +5.50%10.97%7/27/202731,977 31,495 31,528 3.93 %
CL Services Acquisition, LLCFirst lien senior secured delayed draw term loanS +6.25%11.79%4/25/20287,258 3,754 3,762 0.47 %
CL Services Acquisition, LLC (6)First lien senior secured revolving loanS +6.25%11.78%4/25/20281,629 (35)(33)0.00 %
CL Services Acquisition, LLCFirst lien senior secured term loanS +6.25%11.78%4/25/202810,221 9,987 10,002 1.25 %
Esquire Deposition Solutions, LLCFirst lien senior secured delayed draw term loanS +6.50%12.00%12/30/20277,402 5,697 5,724 0.72 %
Esquire Deposition Solutions, LLCFirst lien senior secured revolving loanS +6.50%12.00%12/30/20272,162 597 611 0.08 %
Esquire Deposition Solutions, LLCFirst lien senior secured term loanS +6.50%12.00%12/30/202715,895 15,518 15,617 1.95 %
Home Brands Group Holdings, Inc (6)First lien senior secured revolving loanS +4.75%10.29%11/8/202648 (1)(1)0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
35

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Home Brands Group Holdings, IncFirst lien senior secured term loanS +4.75%10.29%11/8/20261,701 1,688 1,682 0.21 %
ISSA, LLC (6)First lien senior secured revolving loanS +6.25%11.86%3/1/2027131 (2)(2)0.00 %
ISSA, LLCFirst lien senior secured term loanS +6.25%11.86%3/1/20271,858 1,836 1,834 0.23 %
Juniper Landscaping Holdings LLCFirst lien senior secured delayed draw term loanS +6.25%12.07%12/29/20267,060 509 560 0.07 %
Juniper Landscaping Holdings LLCFirst lien senior secured delayed draw term loanS +6.25%11.94%12/29/202687 86 86 0.01 %
Juniper Landscaping Holdings LLC (13)First lien senior secured revolving loanS +6.25%12.06%12/29/2026820 121 127 0.02 %
Juniper Landscaping Holdings LLCFirst lien senior secured term loanS +6.25%11.86%12/29/20263,032 2,989 2,996 0.38 %
Kalkomey Enterprises, LLC (6)First lien senior secured revolving loanS +6.50%12.00%4/24/202577  (1)0.00 %
Kalkomey Enterprises, LLCFirst lien senior secured term loanS +6.50%12.00%4/24/20261,037 1,032 1,029 0.13 %
Lawn Care Holdings Purchaser, IncFirst lien senior secured delayed draw term loanP +5.50%14.00%10/24/20284,598 786 786 0.10 %
Lawn Care Holdings Purchaser, Inc (6)First lien senior secured revolving loanS +6.50%12.12%10/24/2028828 (24)(24) %
Lawn Care Holdings Purchaser, IncFirst lien senior secured term loanS +6.50%12.12%10/24/20282,916 2,831 2,830 0.35 %
PPW Acquisition, LLCFirst lien senior secured revolving loanS +6.75%12.37%9/30/202638 6 5 0.00 %
PPW Acquisition, LLCFirst lien senior secured term loanS +
4.25% + 2.50% PIK
12.50%9/30/2026603 588 563 0.07 %
Premier Early Childhood Education Partners LLCFirst lien senior secured delayed draw term loanS +5.75%11.22%11/22/202810,983 2,523 2,523 0.32 %
Premier Early Childhood Education Partners LLC (6)First lien senior secured revolving loanS +5.75%11.22%11/22/20281,380 (34)(34) %
Premier Early Childhood Education Partners LLCFirst lien senior secured term loanS +5.75%11.22%11/22/20288,313 8,108 8,107 1.01 %
TSR Concrete Coatings, LLC (6)First lien senior secured revolving loanS +6.25%11.75%9/22/20281,534 (36)(35) %
TSR Concrete Coatings, LLCFirst lien senior secured term loanS +6.25%11.75%9/22/20286,211 6,063 6,071 0.76 %
United Land Services Opco Parent, LLCFirst lien senior secured delayed draw term loanS +6.50%12.11%3/23/20261,621 1,384 1,380 0.17 %
United Land Services Opco Parent, LLCFirst lien senior secured revolving loanS +6.50%12.11%3/23/2026150 108 108 0.01 %
United Land Services Opco Parent, LLCFirst lien senior secured term loanS +6.50%12.11%3/23/2026356 352 351 0.04 %
Yard-Nique, IncFirst lien senior secured delayed draw term loanS +6.00%11.50%4/30/20266,234 963 965 0.12 %
Yard-Nique, IncFirst lien senior secured revolving loanS +5.00%10.50%4/30/2026889 74 75 0.01 %
Yard-Nique, IncFirst lien senior secured term loanS +6.00%11.50%4/30/20267,072 7,006 7,012 0.88 %
106,970 107,165 13.41 %
Electrical equipment
AEP Passion Intermediate Holdings, IncFirst lien senior secured delayed draw term loanS +6.50%11.96%10/5/2027$71 $69 $69 0.01 %
AEP Passion Intermediate Holdings, IncFirst lien senior secured revolving loanS +6.50%11.96%10/5/202748 31 31 0.00 %
AEP Passion Intermediate Holdings, IncFirst lien senior secured term loanS +6.50%12.04%10/5/20271,268 1,245 1,240 0.16 %
WCI Volt Purchaser, LLC (6)First lien senior secured revolving loanS +5.25%10.86%9/15/20282,249 (35)(32)0.00 %
WCI Volt Purchaser, LLCFirst lien senior secured term loanS +5.25%10.86%9/15/20289,632 9,474 9,488 1.18 %
The accompanying notes are an integral part of these consolidated financial statements.
36

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
10,784 10,796 1.35 %
Electronic equipment, instruments and components
Advanced Lighting Acquisition, LLC (6)First lien senior secured revolving loanS +6.00%11.47%11/22/2025$324 $ $ 0.00 %
Advanced Lighting Acquisition, LLCFirst lien senior secured term loanS +6.00%11.47%11/22/20251,181 1,182 1,179 0.15 %
ITSavvy LLCFirst lien senior secured delayed draw term loanS +5.25%10.78%8/8/20281,553 1,309 1,309 0.16 %
ITSavvy LLC (6)First lien senior secured revolving loanS +5.25%10.89%8/8/20281,778 (14)(11)0.00 %
ITSavvy LLCFirst lien senior secured term loanS +5.25%10.89%8/8/202811,801 11,705 11,723 1.47 %
Nelson Name Plate CompanyFirst lien senior secured delayed draw term loanS +5.50%11.11%10/18/2026118 117 116 0.01 %
Nelson Name Plate Company (6)First lien senior secured revolving loanS +5.50%11.11%10/18/202690 (1)(1)0.00 %
Nelson Name Plate CompanyFirst lien senior secured term loanS +5.50%11.11%10/18/2026892 885 880 0.11 %
15,183 15,195 1.90 %
Food and staples retailing
Engelman Baking Co, LLCFirst lien senior secured revolving loanS +5.50%10.97%2/28/2025$207 $6 $6 0.00 %
Engelman Baking Co, LLCFirst lien senior secured term loanS +5.50%10.97%2/28/2025706 704 702 0.09 %
Ever Fresh Fruit Company, LLC (6)First lien senior secured revolving loanS +6.50%11.96%11/17/20281,380 (34)(34)0.00 %
Ever Fresh Fruit Company, LLCFirst lien senior secured term loanS +6.50%11.96%11/17/20287,363 7,182 7,180 0.90 %
Mad Rose Company, LLC (6)(14)First lien senior secured revolving loanS +6.50%12.15%5/7/2026395 (5)(4)0.00 %
Mad Rose Company, LLCFirst lien senior secured term loanS +6.25%11.90%5/7/20262,928 2,892 2,895 0.36 %
Main Street Gourmet, LLCFirst lien senior secured delayed draw term loanS +5.25%10.86%11/10/202541 41 41 0.01 %
Main Street Gourmet, LLC (6)First lien senior secured revolving loanS +5.25%10.86%11/10/202538   0.00 %
Main Street Gourmet, LLCFirst lien senior secured term loanS +5.25%10.86%11/10/20251,110 1,106 1,102 0.14 %
NutriScience Innovations, LLC (6)(15)First lien senior secured revolving loanS +7.00%12.61%4/21/2026131 (1)(1)0.00 %
NutriScience Innovations, LLCFirst lien senior secured term loanS +7.00%12.61%4/21/2026390 387 385 0.05 %
Qin's Buffalo, LLC (6)First lien senior secured delayed draw term loanS +6.00%11.61%5/5/202775 (1)(1)0.00 %
Qin's Buffalo, LLCFirst lien senior secured revolving loanP +5.00%13.50%5/5/202738 7 7 0.00 %
Qin's Buffalo, LLCFirst lien senior secured term loanS +6.00%11.61%5/5/2027531 524 523 0.07 %
SCP Beverage Buyer, LLCFirst lien senior secured revolving loanS +5.50%11.15%11/24/202638 12 12 0.00 %
SCP Beverage Buyer, LLCFirst lien senior secured term loanS +5.50%11.15%11/24/20267,184 7,117 7,090 0.89 %
Universal Pure, LLCFirst lien senior secured delayed draw term loanS +6.00%11.51%10/31/2028364 37 38 0.00 %
Universal Pure, LLC (16)First lien senior secured revolving loanS +6.00%11.50%10/31/20287,142 2,163 2,170 0.27 %
Universal Pure, LLCFirst lien senior secured term loanS +6.00%11.50%10/31/202817,675 17,268 17,280 2.15 %
39,405 39,391 4.93 %
Food products
The accompanying notes are an integral part of these consolidated financial statements.
37

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
BPCP WLF Intermedco LLC (6)First lien senior secured delayed draw term loanS +6.00%11.50%8/19/2027$5,846 $(85)$(78)(0.01)%
BPCP WLF Intermedco LLCFirst lien senior secured revolving loanS +6.00%11.50%8/19/20273,383 1,304 1,308 0.16 %
BPCP WLF Intermedco LLCFirst lien senior secured term loanS +6.00%11.50%8/19/202723,092 22,735 22,765 2.86 %
Icelandirect, LLCFirst lien senior secured revolving loanS +6.50%12.11%7/30/202638 32 32 0.00 %
Icelandirect, LLCFirst lien senior secured term loanS +6.50%12.11%7/30/2026707 701 699 0.09 %
Starwest Botanicals Acquisition, LLCFirst lien senior secured revolving loanS +5.25%10.72%4/30/2027174 70 68 0.01 %
Starwest Botanicals Acquisition, LLCFirst lien senior secured term loanS +5.25%10.72%4/30/2027799 761 753 0.09 %
Sun Orchard, LLC (6)First lien senior secured revolving loanS +5.00%10.61%7/8/20275,336 (75)(69)(0.01)%
Sun Orchard, LLCFirst lien senior secured term loanS +5.00%10.61%7/8/202711,414 11,253 11,258 1.41 %
Treat Planet Acquisition, LLC (6)First lien senior secured revolving loanS +6.50%12.11%1/11/20281,965 (48)(46)(0.01)%
Treat Planet Acquisition, LLCFirst lien senior secured term loanS +6.50%12.11%1/11/20287,228 7,046 7,052 0.88 %
Westminster Cracker Company, Inc (6)First lien senior secured revolving loanS +6.25%11.71%8/30/20261,534 (23)(22)0.00 %
Westminster Cracker Company, IncFirst lien senior secured term loanS +6.25%11.71%8/30/20269,721 9,567 9,578 1.20 %
53,238 53,298 6.67 %
Gas utilities
Hydromax USA, LLCFirst lien senior secured delayed draw term loanS +6.75%12.21%12/30/2026$111 $107 $109 0.01 %
Hydromax USA, LLC (6)First lien senior secured revolving loanS +6.75%12.21%12/30/2026228 (8)(5)0.00 %
Hydromax USA, LLCFirst lien senior secured term loanS +6.75%12.21%12/30/20261,204 1,164 1,179 0.15 %
1,263 1,283 0.16 %
Health care equipment and supplies
626 Holdings Equity LLCFirst lien senior secured delayed draw term loanS +6.00%11.57%2/14/2028$313 $220 $220 0.03 %
626 Holdings Equity LLCFirst lien senior secured revolving loanS +6.00%11.65%2/14/202875 44 44 0.01 %
626 Holdings Equity LLCFirst lien senior secured term loanS +6.00%11.61%2/14/2028875 864 861 0.11 %
EMSAR Acquisition LLCFirst lien senior secured delayed draw term loanS +6.50%12.11%3/30/2026214 212 211 0.03 %
EMSAR Acquisition LLCFirst lien senior secured revolving loanS +6.50%12.11%3/30/2026134 119 119 0.01 %
EMSAR Acquisition LLCFirst lien senior secured term loanS +6.50%12.11%3/30/20261,037 1,024 1,024 0.13 %
Medical Technology Associates, LLC (6)First lien senior secured revolving loanS +6.00%11.61%7/25/20281,966 (37)(35)0.00 %
Medical Technology Associates, LLCFirst lien senior secured term loanS +6.00%11.61%7/25/202819,275 18,885 18,932 2.36 %
Nasco Healthcare Inc. (6)(17)First lien senior secured revolving loanS +5.75%11.25%6/30/20253,322 (23)(20) %
Nasco Healthcare Inc.First lien senior secured term loanS +5.75%11.25%6/30/202515,490 15,371 15,392 1.93 %
Reliable Medical Supply LLCFirst lien senior secured delayed draw term loanS +6.00%11.61%4/8/202567 66 66 0.01 %
Reliable Medical Supply LLCFirst lien senior secured delayed draw term loanS +6.00%11.62%4/8/202575 18 18 0.00 %
Reliable Medical Supply LLCFirst lien senior secured revolving loanS +6.00%11.61%4/8/2025138 82 81 0.01 %
The accompanying notes are an integral part of these consolidated financial statements.
38

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Reliable Medical Supply LLCFirst lien senior secured term loanS +6.00%11.61%4/8/2025923 917 913 0.11 %
SCA Buyer, LLCFirst lien senior secured delayed draw term loanS +6.50%12.14%1/20/2026278 274 274 0.03 %
SCA Buyer, LLCFirst lien senior secured revolving loanS +6.50%12.14%1/20/2026133 131 130 0.02 %
SCA Buyer, LLCFirst lien senior secured term loanS +6.50%12.14%1/20/2026749 738 737 0.09 %
Spectrum Solutions, LLCFirst lien senior secured delayed draw term loanS +
15.00% PIK
15.00%3/5/2026100 95 79 0.01 %
Spectrum Solutions, LLC (6)First lien senior secured revolving loanS +2.75%8.36%3/5/2026267 (32)(57)(0.01)%
Spectrum Solutions, LLCFirst lien senior secured term loanS +2.75%8.36%3/5/2026503 442 397 0.05 %
Surplus Solutions, LLC (6)First lien senior secured revolving loanS +6.00%11.61%11/30/20271,771 (35)(33)0.00 %
Surplus Solutions, LLCFirst lien senior secured term loanS +6.00%11.61%11/30/202710,042 9,844 9,854 1.23 %
49,219 49,207 6.16 %
Health care providers and services
ADVI Health, LLC (6)First lien senior secured revolving loanS +7.00%12.61%11/29/2027$1,062 $(21)$(20)0.00 %
ADVI Health, LLCFirst lien senior secured term loanS +7.00%12.61%11/29/20276,180 6,051 6,060 0.76 %
Advocate RCM Acquisition Corp (6)First lien senior secured revolving loanS +6.50%11.96%12/22/20262,902 (51)(51)(0.01)%
Advocate RCM Acquisition CorpFirst lien senior secured term loanS +6.50%11.96%12/22/202622,617 22,221 22,221 2.78 %
Agility Intermediate, IncFirst lien senior secured delayed draw term loanS +6.75%12.36%4/15/2026110 107 105 0.01 %
Agility Intermediate, IncFirst lien senior secured revolving loanS +6.75%12.36%4/15/2026134 77 74 0.01 %
Agility Intermediate, IncFirst lien senior secured term loanS +6.75%12.36%4/15/2026240 234 229 0.03 %
Apex Dental Partners, LLCFirst lien senior secured delayed draw term loanS +4.75%10.39%11/23/2025112 15 15 0.00 %
Apex Dental Partners, LLCFirst lien senior secured delayed draw term loanS +
4.75% + 2.00% PIK
12.39%11/23/2025441 438 437 0.05 %
Apex Dental Partners, LLCFirst lien senior secured revolving loanS +6.75%12.39%11/23/2025150 79 78 0.01 %
Apex Dental Partners, LLCFirst lien senior secured term loanS +
4.75% + 2.00% PIK
12.39%11/23/2025615 612 610 0.08 %
ASC Ortho Management Company, LLCFirst lien senior secured delayed draw term loanS +6.00%11.61%12/31/2026356 320 319 0.04 %
ASC Ortho Management Company, LLCFirst lien senior secured revolving loanS +6.00%11.61%12/31/202638 12 12 0.00 %
ASC Ortho Management Company, LLCFirst lien senior secured term loanS +6.00%11.61%12/31/2026514 508 506 0.06 %
ASP Global Acquisition, LLCFirst lien senior secured delayed draw term loanS +6.50%12.11%1/21/2026557 551 548 0.07 %
ASP Global Acquisition, LLC (6)First lien senior secured revolving loanS +6.50%12.11%1/21/2026485 (7)(8)0.00 %
ASP Global Acquisition, LLCFirst lien senior secured term loanS +6.50%12.11%1/21/20252,404 2,380 2,365 0.30 %
The accompanying notes are an integral part of these consolidated financial statements.
39

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Beacon Oral Specialists Management LLCFirst lien senior secured delayed draw term loanS +6.25%11.86%12/14/2025829 825 822 0.10 %
Beacon Oral Specialists Management LLC (6)First lien senior secured revolving loanS +6.25%11.86%12/14/2025188 (2)(2)0.00 %
Beacon Oral Specialists Management LLCFirst lien senior secured term loanS +6.25%11.86%12/14/2025926 921 917 0.11 %
Beghou Consulting, LLC (6)First lien senior secured revolving loanS +5.75%11.36%5/1/20282,714 (65)(62)(0.01)%
Beghou Consulting, LLCFirst lien senior secured term loanS +5.75%11.36%5/1/202815,390 15,012 15,027 1.88 %
Behavior Frontiers, LLC (6)(18)First lien senior secured revolving loanS +6.25%11.86%5/21/202638 (1)(1)0.00 %
Behavior Frontiers, LLCFirst lien senior secured term loanS +6.25%11.86%5/21/2026576 555 562 0.07 %
Benefit Plan Administrators of Eau Claire, LLCFirst lien senior secured delayed draw term loanS +5.50%11.22%6/7/20267,496 3,014 3,017 0.38 %
Benefit Plan Administrators of Eau Claire, LLC (6)First lien senior secured revolving loanS +5.50%11.40%6/7/20261,710 (17)(15)0.00 %
Benefit Plan Administrators of Eau Claire, LLCFirst lien senior secured term loanS +5.50%11.40%6/7/202613,648 13,489 13,501 1.69 %
BPCP EE Intermedco LLCFirst lien senior secured delayed draw term loanS +5.75%11.25%4/3/20283,202 1,985 1,988 0.25 %
BPCP EE Intermedco LLC (6)First lien senior secured revolving loanS +5.75%11.25%4/3/20282,244 (53)(50)(0.01)%
BPCP EE Intermedco LLCFirst lien senior secured term loanS +5.75%11.25%4/3/20286,494 6,336 6,345 0.79 %
Brightview, LLCFirst lien senior secured delayed draw term loanS +6.00%11.47%12/14/202648 47 47 0.01 %
Brightview, LLCFirst lien senior secured revolving loanS +6.00%11.47%12/14/202652 52 52 0.01 %
Brightview, LLCFirst lien senior secured term loanS +6.00%11.47%12/14/2026685 683 681 0.09 %
Canadian Orthodontic Partners Corp (7)First lien senior secured revolving loanS +7.00%12.61%3/19/2026117 114 112 0.01 %
Canadian Orthodontic Partners Corp (6)(7)First lien senior secured revolving loanC +7.00%12.45%3/19/2026
C$ 28
(1)(1)0.00 %
Canadian Orthodontic Partners Corp (7)First lien senior secured revolving loanC +7.00%12.45%3/19/2026
C$ 829
609 599 0.07 %
Change Academy at Lake of the Ozarks, LLCFirst lien senior secured revolving loanS +6.00%11.76%8/2/20275,898 3,258 3,264 0.41 %
Change Academy at Lake of the Ozarks, LLCFirst lien senior secured term loanS +6.00%11.50%8/2/202731,320 30,850 30,884 3.87 %
Community Care Partners, LLCFirst lien senior secured delayed draw term loanS +6.00%11.47%6/10/2026165 165 162 0.02 %
Community Care Partners, LLCFirst lien senior secured revolving loanS +6.00%11.47%6/10/202675 64 62 0.01 %
Community Care Partners, LLCFirst lien senior secured term loanS +6.00%11.47%6/10/2026944 942 926 0.12 %
Community Care Partners, LLC (6)First lien senior secured delayed draw term loanS +6.00%11.47%6/10/202619   0.00 %
Dermatology Medical Partners OpCo LLCFirst lien senior secured delayed draw term loanS +6.50%12.11%10/29/202680 78 78 0.01 %
Dermatology Medical Partners OpCo LLCFirst lien senior secured revolving loanS +6.50%12.13%10/29/202638 28 28 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
40

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Dermatology Medical Partners OpCo LLCFirst lien senior secured term loanS +6.50%12.11%10/29/2026317 313 312 0.04 %
EH Management Company, LLCFirst lien senior secured revolving loanS +5.50%11.11%7/15/202638 11 11 0.00 %
EH Management Company, LLCFirst lien senior secured term loanS +5.50%11.11%7/15/2026960 954 950 0.12 %
Endodontic Practice Partners, LLCFirst lien senior secured delayed draw term loanS +6.00%11.84%11/2/202716,949 13,037 13,035 1.63 %
Endodontic Practice Partners, LLCFirst lien senior secured revolving loanS +6.00%11.90%11/2/20271,956 163 166 0.02 %
Endodontic Practice Partners, LLCFirst lien senior secured term loanS +6.00%11.87%11/2/202715,432 15,176 15,195 1.90 %
Flourish Research Acquisition, LLCFirst lien senior secured delayed draw term loanS +6.50%12.00%4/28/20252,213 2,170 2,171 0.27 %
Flourish Research Acquisition, LLCFirst lien senior secured delayed draw term loanS +6.50%12.15%4/28/20263,384 721 734 0.09 %
Flourish Research Acquisition, LLC (6)First lien senior secured revolving loanS +6.50%11.97%4/28/2026848 (16)(16)0.00 %
Flourish Research Acquisition, LLCFirst lien senior secured term loanS +6.50%11.97%4/28/202619,657 19,250 19,263 2.41 %
Geriatric Medical and Surgical Supply, LLCFirst lien senior secured revolving loanS +6.00%11.64%12/21/2025300 50 50 0.01 %
Geriatric Medical and Surgical Supply, LLCFirst lien senior secured term loanS +6.00%11.61%12/21/2025907 901 898 0.11 %
Golden Bear PT Partners, LLCFirst lien senior secured delayed draw term loanS +
6.75% + 1.00% PIK
13.36%10/22/2026174 170 170 0.02 %
Golden Bear PT Partners, LLCFirst lien senior secured revolving loanS +7.75%13.36%10/22/202638 14 15 0.00 %
Golden Bear PT Partners, LLCFirst lien senior secured term loanS +12.00%17.61%10/22/202649 49 48 0.01 %
Golden Bear PT Partners, LLCFirst lien senior secured term loanS +
6.75% + 1.00% PIK
13.36%10/22/20261,495 1,462 1,460 0.18 %
Guardian Dentistry Practice Management, LLCFirst lien senior secured delayed draw term loanS +6.50%11.97%8/20/2026494 492 490 0.06 %
Guardian Dentistry Practice Management, LLCFirst lien senior secured revolving loanS +6.50%11.97%8/20/202623 19 19 0.00 %
Guardian Dentistry Practice Management, LLCFirst lien senior secured term loanS +6.50%11.97%8/20/2026515 513 511 0.06 %
H2 Holdco, IncFirst lien senior secured delayed draw term loanS +
5.25% + 2.25% PIK
13.26%5/5/20287,245 2,251 2,258 0.28 %
H2 Holdco, IncFirst lien senior secured term loanS +
5.25% + 2.25% PIK
13.26%5/5/202818,070 17,585 17,609 2.20 %
H2 Holdco, Inc (6)(19)First lien senior secured revolving loanS +
5.25% + 2.25% PIK
13.26%5/5/20282,544 (66)(64)(0.01)%
IMA Group Management Company, LLC (6)First lien senior secured delayed draw term loanS +6.50%12.00%6/30/2028174 (4)(4)0.00 %
IMA Group Management Company, LLCFirst lien senior secured revolving loanS +6.50%12.01%6/30/202835 8 8 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
41

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
IMA Group Management Company, LLCFirst lien senior secured term loanS +6.50%12.00%6/30/2028863 845 843 0.11 %
IPC Pain Acquisition, LLCFirst lien senior secured delayed draw term loanS +5.50%10.97%5/19/202711,057 9,889 9,891 1.24 %
IPC Pain Acquisition, LLC (6)First lien senior secured revolving loanS +5.50%10.97%5/19/20271,140 (12)(10)0.00 %
IPC Pain Acquisition, LLCFirst lien senior secured term loanS +5.50%10.97%5/19/20272,932 2,900 2,903 0.36 %
MWEC Management, LLCFirst lien senior secured delayed draw term loanS +6.00%11.63%2/14/20251,429 93 92 0.01 %
MWEC Management, LLCFirst lien senior secured revolving loanS +6.00%11.64%2/14/20281,924 582 583 0.07 %
MWEC Management, LLCFirst lien senior secured term loanS +6.00%11.64%2/14/202811,626 11,346 11,364 1.42 %
Network Partners Acquisitions, LLC (6)First lien senior secured delayed draw term loanS +6.00%11.61%12/30/2026113 (1)(1)0.00 %
Network Partners Acquisitions, LLC (6)First lien senior secured revolving loanS +6.00%11.61%12/30/202638    %
Network Partners Acquisitions, LLCFirst lien senior secured term loanS +6.00%11.61%12/30/2026388 385 384 0.05 %
NH Kronos Buyer, Inc. (6)First lien senior secured revolving loanS +6.25%11.75%11/1/202812,705 (306)(271)(0.03)%
NH Kronos Buyer, Inc.First lien senior secured term loanS +6.25%11.75%11/1/202853,238 51,905 52,034 6.54 %
Peak Dental Services, LLCFirst lien senior secured delayed draw term loanS +6.75%12.39%12/31/202595 57 57 0.01 %
Peak Dental Services, LLCFirst lien senior secured delayed draw term loanS +6.75%12.37%12/31/2025519 515 514 0.06 %
Peak Dental Services, LLCFirst lien senior secured revolving loanS +6.75%12.37%12/31/2025133 132 131 0.02 %
Peak Dental Services, LLCFirst lien senior secured term loanS +6.75%12.36%12/31/2025579 575 574 0.07 %
Peak Investment Holdings, LLC (6)First lien senior secured delayed draw term loanS +7.00%12.61%12/31/2025113 (1)(1)0.00 %
Peak Investment Holdings, LLCFirst lien senior secured revolving loanS +7.00%12.61%12/31/2025324 29 29  %
Peak Investment Holdings, LLCFirst lien senior secured term loanS +7.00%12.61%12/31/20251,210 1,203 1,198 0.15 %
Pentec Acquisition Corp (6)First lien senior secured revolving loanS +6.00%11.47%10/8/202675 (1)(1)0.00 %
Pentec Acquisition CorpFirst lien senior secured term loanS +6.00%11.47%10/8/2026986 982 979 0.12 %
Purpose Home Health Acquisition, LLCFirst lien senior secured delayed draw term loanS +6.25%11.89%11/3/20276,832 6,714 6,722 0.84 %
Purpose Home Health Acquisition, LLC (6)First lien senior secured revolving loanS +6.25%12.12%11/3/20271,956 (34)(32)0.00 %
Purpose Home Health Acquisition, LLCFirst lien senior secured term loanS +6.25%12.12%11/3/20278,230 8,084 8,096 1.01 %
Revival Animal Health, LLCFirst lien senior secured revolving loanS +6.50%12.04%4/6/2026131 96 96 0.01 %
Revival Animal Health, LLCFirst lien senior secured term loanS +6.50%12.12%4/6/20264,782 4,710 4,740 0.59 %
RMS Health Care Management, LLCFirst lien senior secured delayed draw term loanS +6.75%12.63%10/6/20262,707 93 93 0.01 %
The accompanying notes are an integral part of these consolidated financial statements.
42

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
RMS Health Care Management, LLCFirst lien senior secured revolving loanS +6.75%12.51%10/6/2026920 441 441 0.06 %
RMS Health Care Management, LLCFirst lien senior secured term loanS +6.75%12.36%10/6/20264,320 4,229 4,228 0.53 %
RQM Buyer, IncFirst lien senior secured delayed draw term loanS +5.75%11.36%8/12/202683 83 83 0.01 %
RQM Buyer, IncFirst lien senior secured revolving loanS +5.75%11.42%8/12/2026206 40 40 0.01 %
RQM Buyer, IncFirst lien senior secured term loanS +5.75%11.36%8/12/20261,727 1,724 1,719 0.22 %
Sage Dental Management, LLCFirst lien senior secured revolving loanS +6.00%11.64%10/1/202475 26 26 0.00 %
Sage Dental Management, LLCFirst lien senior secured term loanS +6.00%11.61%10/1/20242,557 2,548 2,546 0.32 %
SAMGI Buyer, Inc (6)First lien senior secured revolving loanS +5.50%11.11%4/14/2025138 (1)(1)0.00 %
SAMGI Buyer, IncFirst lien senior secured term loanS +5.50%11.11%4/14/2025649 647 645 0.08 %
SCP ENT and Allergy Services, LLCFirst lien senior secured delayed draw term loanS +6.00%11.51%9/25/2025157 155 156 0.02 %
SCP ENT and Allergy Services, LLC (6)First lien senior secured revolving loanS +6.00%11.47%9/25/2025256 (4)(2)0.00 %
SCP ENT and Allergy Services, LLCFirst lien senior secured term loanS +6.00%11.47%9/25/20252,755 2,717 2,732 0.34 %
Signature Dental Partners LLCFirst lien senior secured delayed draw term loanS +6.25%11.72%10/29/2026178 176 175 0.02 %
Signature Dental Partners LLCFirst lien senior secured revolving loanS +6.25%11.72%10/29/202638 37 37 0.00 %
Signature Dental Partners LLCFirst lien senior secured term loanS +6.25%11.72%10/29/2026852 843 840 0.11 %
Silver Falls MSO, LLCFirst lien senior secured revolving loanS +6.75%12.36%8/30/2025235 146 140 0.02 %
Silver Falls MSO, LLCFirst lien senior secured term loanS +
4.25% + 2.50% PIK
12.36%8/30/20251,303 1,229 1,218 0.15 %
SimiTree Acquisition, LLCFirst lien senior secured delayed draw term loanS +
5.25% + 1.75% PIK
12.63%5/17/2026886 874 871 0.11 %
SimiTree Acquisition, LLCFirst lien senior secured revolving loanS +7.00%12.63%5/17/2026178 48 48 0.01 %
SimiTree Acquisition, LLCFirst lien senior secured term loanS +5.25%10.89%5/17/20261,220 1,215 1,211 0.15 %
SIMKO Merger Sub LLCFirst lien senior secured delayed draw term loanS +6.50%12.11%4/7/2027186 181 180 0.02 %
SIMKO Merger Sub LLC (6)First lien senior secured delayed draw term loanS +6.50%12.11%4/7/20276,768 (106)(106)(0.01)%
SIMKO Merger Sub LLCFirst lien senior secured revolving loanS +6.50%12.14%4/7/202756 8 8  %
SIMKO Merger Sub LLCFirst lien senior secured term loanS +6.50%12.11%4/7/2027651 642 641 0.08 %
Southeast Primary Care Partners, LLCFirst lien senior secured delayed draw term loanS +6.25%11.86%12/30/2025295 292 291 0.04 %
Southeast Primary Care Partners, LLCFirst lien senior secured delayed draw term loanS +6.25%11.86%12/30/2025223 221 220 0.03 %
Southeast Primary Care Partners, LLC (6)First lien senior secured revolving loanS +6.25%11.86%12/30/2025225 (2)(3) %
Southeast Primary Care Partners, LLCFirst lien senior secured term loanS +6.25%11.86%12/30/2025853 847 843 0.11 %
The accompanying notes are an integral part of these consolidated financial statements.
43

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Southern Orthodontic Partners Management, LLCFirst lien senior secured delayed draw term loanS +6.25%11.86%1/27/2026189 189 189 0.02 %
Southern Orthodontic Partners Management, LLCFirst lien senior secured revolving loanS +6.25%11.60%1/27/2026171 78 78 0.01 %
Southern Orthodontic Partners Management, LLCFirst lien senior secured term loanS +6.25%11.86%1/27/20261,341 1,340 1,335 0.17 %
Southern Sports Medicine Partners, LLCFirst lien senior secured revolving loanS +8.00%13.61%2/23/202760 23 22 0.00 %
Southern Sports Medicine Partners, LLCFirst lien senior secured term loanS +
4.00% + 4.00% PIK
13.61%2/23/2027674 649 642 0.08 %
Spear Education Holdings, LLC (6)First lien senior secured revolving loanS +7.50%13.00%12/15/20274,463 (97)(93)(0.01)%
Spear Education Holdings, LLCFirst lien senior secured term loanS +7.50%13.00%12/15/202712,446 12,165 12,176 1.52 %
Star Dental Partners LLCFirst lien senior secured delayed draw term loanS +5.75%11.22%12/22/202811,050 418 418 0.05 %
Star Dental Partners LLC (6)First lien senior secured revolving loanS +5.75%11.22%12/22/20281,451 (36)(36)0.00 %
Star Dental Partners LLCFirst lien senior secured term loanS +5.75%11.22%12/22/20289,298 9,066 9,066 1.13 %
U.S. Urology Partners, LLC (6)First lien senior secured revolving loanS +6.25%11.72%11/8/20261,401 (19)(19)0.00 %
U.S. Urology Partners, LLCFirst lien senior secured term loanS +6.25%11.72%11/8/202611,717 11,548 11,546 1.45 %
US Foot and Ankle Specialists, LLCFirst lien senior secured delayed draw term loanS +6.25%11.86%9/15/202616,496 16,301 16,326 2.04 %
US Foot and Ankle Specialists, LLCFirst lien senior secured revolving loanS +6.25%11.87%9/15/20262,699 2,225 2,228 0.28 %
US Foot and Ankle Specialists, LLCFirst lien senior secured term loanS +6.25%11.86%9/15/202622,884 22,566 22,596 2.83 %
Varsity DuvaSawko Operating Corp (6)First lien senior secured delayed draw term loanS +6.50%12.11%11/27/202464   0.00 %
Varsity DuvaSawko Operating Corp (6)First lien senior secured revolving loanS +6.50%12.11%11/27/2024474 (1)(2)0.00 %
Varsity DuvaSawko Operating CorpFirst lien senior secured term loanS +6.50%12.11%11/27/20242,527 2,526 2,514 0.31 %
Varsity Rejuvenate Management, LLC (6)First lien senior secured delayed draw term loanS +6.00%11.52%9/1/20287,132 (178)(178)(0.02)%
Varsity Rejuvenate Management, LLC (6)First lien senior secured revolving loanS +6.75%12.29%9/1/20281,245 (34)(31)0.00 %
Varsity Rejuvenate Management, LLCFirst lien senior secured term loanS +6.00%11.52%9/1/20286,018 5,859 5,868 0.73 %
VetEvolve Holdings, LLC (6)First lien senior secured delayed draw term loanS +5.75%11.20%10/12/202811,632 (278)(278)(0.03)%
VetEvolve Holdings, LLC (6)First lien senior secured revolving loanS +5.75%11.20%10/12/20283,067 (73)(73)(0.01)%
VetEvolve Holdings, LLCFirst lien senior secured term loanS +5.75%11.20%10/12/20289,212 8,989 8,984 1.12 %
Vital Care Buyer, LLC (6)First lien senior secured revolving loanS +5.25%10.86%10/19/2025580 (3)(3)0.00 %
Vital Care Buyer, LLCFirst lien senior secured term loanS +5.25%10.86%10/19/2025742 740 738 0.09 %
The accompanying notes are an integral part of these consolidated financial statements.
44

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Western Veterinary Partners LLCFirst lien senior secured delayed draw term loanS +6.00%11.61%10/29/2026503 499 498 0.06 %
Western Veterinary Partners LLC (6)First lien senior secured revolving loanS +6.00%11.61%10/29/202624    %
Western Veterinary Partners LLCFirst lien senior secured term loanS +6.00%11.61%10/29/20261,302 1,292 1,289 0.16 %
403,427 403,766 50.54 %
Health care technology
AHR Intermediate, IncFirst lien senior secured delayed draw term loanS +5.25%10.75%7/29/2027$5,296 $5,239 $5,227 0.65 %
AHR Intermediate, IncFirst lien senior secured revolving loanS +5.25%10.75%7/29/20277,858 675 727 0.09 %
AHR Intermediate, IncFirst lien senior secured term loanS +5.25%10.75%7/29/202725,490 25,274 25,290 3.17 %
Millennia Patient Services, LLCFirst lien senior secured revolving loanS +6.50%12.11%3/8/2026134 79 79 0.01 %
Millennia Patient Services, LLCFirst lien senior secured term loanS +6.50%12.11%3/8/2026980 974 971 0.12 %
32,241 32,294 4.04 %
Household durables
CPS Power Buyer, LLCFirst lien senior secured delayed draw term loanS +6.50%12.14%9/26/2027$3,005 $2,590 $2,572 0.32 %
CPS Power Buyer, LLC (6)First lien senior secured delayed draw term loanS +6.50%12.32%9/26/20272,299 (54)(54)(0.01)%
CPS Power Buyer, LLC (6)First lien senior secured revolving loanS +6.50%12.32%9/26/20271,687 (29)(40)(0.01)%
CPS Power Buyer, LLCFirst lien senior secured term loanS +6.50%12.32%9/26/202712,979 12,697 12,673 1.59 %
Kwalu, LLC (6)First lien senior secured revolving loanS +6.00%11.61%9/23/20275,061 (75)(70)(0.01)%
Kwalu, LLCFirst lien senior secured term loanS +6.00%11.61%9/23/202724,587 24,202 24,234 3.04 %
MacKenzie Childs Acquisition, IncFirst lien senior secured revolving loanS +6.00%11.50%9/2/20273,374 1,537 1,542 0.19 %
MacKenzie Childs Acquisition, IncFirst lien senior secured term loanS +6.00%11.50%9/2/202717,882 17,672 17,720 2.22 %
Renovation Systems, LLCFirst lien senior secured delayed draw term loanS +6.00%11.61%1/23/20285,801 5,664 5,678 0.71 %
Renovation Systems, LLCFirst lien senior secured revolving loanS +6.00%11.61%1/23/20281,965 198 204 0.03 %
Renovation Systems, LLCFirst lien senior secured term loanS +6.00%11.61%1/23/202812,288 11,983 12,028 1.51 %
Storm Smart Buyer LLCFirst lien senior secured revolving loanS +6.00%11.61%4/5/2026131 25 25 0.00 %
Storm Smart Buyer LLCFirst lien senior secured term loanS +6.00%11.61%4/5/2026899 893 890 0.11 %
Trademark Global, LLCFirst lien senior secured revolving loanS +
5.75% + 1.75% PIK
12.97%7/30/2024117 95 75 0.01 %
Trademark Global, LLCFirst lien senior secured term loanS +
5.75% + 1.75% PIK
12.97%7/30/20241,880 1,820 1,494 0.19 %
79,218 78,971 9.89 %
Industrial Conglomerates
Hultec Buyer, LLCFirst lien senior secured revolving loanS +6.25%11.75%3/31/2029$3,915 $994 $998 0.12 %
Hultec Buyer, LLCFirst lien senior secured term loanS +6.25%11.77%3/31/202914,564 14,170 14,189 1.78 %
15,164 15,187 1.90 %
Internet and direct marketing retail
The accompanying notes are an integral part of these consolidated financial statements.
45

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Aquatic Sales Solutions, LLCFirst lien senior secured revolving loanS +7.00%12.55%12/18/2025$188 $115 $113 0.01 %
Aquatic Sales Solutions, LLCFirst lien senior secured term loanS +
3.00% + 4.00% PIK
12.55%12/18/20252,540 2,506 2,488 0.31 %
DealerOn Holdco, Inc (6)First lien senior secured revolving loanS +6.00%11.47%11/19/2025314 (3)(4)0.00 %
DealerOn Holdco, IncFirst lien senior secured term loanS +6.00%11.47%11/19/20258,064 7,983 7,968 1.00 %
10,601 10,565 1.32 %
IT services
E-Phoenix Acquisition Co. Inc (6)First lien senior secured revolving loanS +5.50%11.00%6/23/2027$75 $ $ 0.00 %
E-Phoenix Acquisition Co. IncFirst lien senior secured term loanS +5.50%11.00%6/23/20271,388 1,384 1,379 0.17 %
FreshAddress, LLC (6)First lien senior secured revolving loanS +5.25%10.75%10/5/202530   0.00 %
FreshAddress, LLCFirst lien senior secured term loanS +5.25%10.75%10/5/20251,630 1,624 1,618 0.20 %
Icreon Holdings, LLCFirst lien senior secured revolving loanS +6.50%11.98%10/26/20271,071 247 248 0.03 %
Icreon Holdings, LLCFirst lien senior secured term loanS +6.50%11.97%10/26/202713,185 12,923 12,939 1.62 %
P and R Dental Strategies, LLC (6)First lien senior secured revolving loanS +6.00%11.47%12/22/202623   0.00 %
P and R Dental Strategies, LLCFirst lien senior secured term loanS +6.00%11.47%12/22/2026627 623 620 0.08 %
White Label Communications,LLC (6)First lien senior secured revolving loanS +6.25%11.61%10/11/20291,534 (33)(33) %
White Label Communications,LLCFirst lien senior secured term loanS +6.25%11.61%10/11/20294,737 4,633 4,633 0.58 %
21,401 21,404 2.68 %
Leisure equipment and products
Champion Motorsports Group, LLC (6)First lien senior secured revolving loanS +6.25%11.86%10/8/2026$56 $(1)$(1)0.00 %
Champion Motorsports Group, LLCFirst lien senior secured term loanS +6.25%11.86%10/8/20261,671 1,655 1,645 0.20 %
MacNeill Pride Group CorpFirst lien senior secured delayed draw term loanS +6.25%11.86%4/22/2026408 362 361 0.05 %
MacNeill Pride Group Corp (6)First lien senior secured revolving loanS +6.25%11.86%4/22/2026287 (1)(1)0.00 %
MacNeill Pride Group CorpFirst lien senior secured term loanS +6.25%11.86%4/22/2026830 830 827 0.10 %
2,845 2,831 0.35 %
Leisure products
PHGP MB Purchaser, IncFirst lien senior secured delayed draw term loanS +6.00%11.63%5/27/2027$112 $79 $79 0.01 %
PHGP MB Purchaser, Inc (20)First lien senior secured revolving loanS +6.00%11.61%5/20/202775 18 18 0.00 %
PHGP MB Purchaser, IncFirst lien senior secured term loanS +6.00%11.61%5/20/20271,092 1,081 1,077 0.14 %
1,178 1,174 0.15 %
Life sciences tools and services
Aptitude Health Holdings, LLCFirst lien senior secured revolving loanS +5.25%10.89%5/3/2026$267 $51 $51 0.01 %
Aptitude Health Holdings, LLCFirst lien senior secured term loanS +5.25%10.86%5/3/20261,092 1,080 1,081 0.12 %
CR Services Intermediate, LLCFirst lien senior secured delayed draw term loanS +6.25%12.05%7/28/2028188 120 120 0.02 %
CR Services Intermediate, LLC (6)First lien senior secured revolving loanS +6.25%12.12%7/28/202838 (1)(1)0.00 %
CR Services Intermediate, LLCFirst lien senior secured term loanS +6.25%12.12%7/28/2028455 444 445 0.06 %
1,694 1,696 0.21 %
The accompanying notes are an integral part of these consolidated financial statements.
46

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Machinery
Abrasive Technology Intermediate, LLCFirst lien senior secured revolving loanS +6.25%11.89%4/30/2026$173 $74 $74 0.01 %
Abrasive Technology Intermediate, LLCFirst lien senior secured term loanS +6.25%12.13%4/30/20262,006 1,980 1,982 0.25 %
DNS-IMI Acquisition CorpFirst lien senior secured revolving loanP +4.50%13.00%11/23/202656 14 14 0.00 %
DNS-IMI Acquisition CorpFirst lien senior secured term loanS +5.50%11.00%11/23/20261,532 1,519 1,514 0.19 %
Double E Company, LLC (6)First lien senior secured delayed draw term loanS +6.00%11.50%6/21/20282,017 (14)(12)0.00 %
Double E Company, LLCFirst lien senior secured revolving loanS +6.00%11.46%6/21/20283,110 2,937 2,942 0.37 %
Double E Company, LLCFirst lien senior secured term loanS +6.00%11.50%6/21/202818,319 18,184 18,219 2.28 %
SPG Holdco, LLC (6)First lien senior secured revolving loanS +6.00%11.53%12/1/20282,070 (51)(51)(0.01)%
SPG Holdco, LLCFirst lien senior secured term loanS +6.00%11.53%12/1/202810,688 10,425 10,420 1.30 %
35,068 35,102 4.39 %
Media
ALM Media, LLC (6)(21)First lien senior secured revolving loanS +6.00%11.50%11/25/2024$971 $(2)$(2)0.00 %
ALM Media, LLCFirst lien senior secured term loanS +6.00%11.50%11/25/20242,326 2,325 2,319 0.29 %
Barkley, LLC (6)First lien senior secured revolving loanS +6.00%11.53%9/29/20282,300 (55)(52)(0.01)%
Barkley, LLCFirst lien senior secured term loanS +6.00%11.53%9/29/202818,902 18,444 18,476 2.31 %
Exclusive Concepts, LLCFirst lien senior secured delayed draw term loanS +6.00%11.90%12/9/2026223 219 219 0.03 %
Exclusive Concepts, LLC (6)First lien senior secured delayed draw term loanS +6.00%11.80%12/9/20262,858 (57)(47)(0.01)%
Exclusive Concepts, LLC (6)First lien senior secured revolving loanS +6.00%11.80%12/9/202623   0.00 %
Exclusive Concepts, LLCFirst lien senior secured term loanS +6.00%11.80%12/9/20263,526 3,457 3,468 0.43 %
Infolinks Media Buyco, LLCFirst lien senior secured delayed draw term loanS +5.75%11.21%11/1/202623 23 23 0.00 %
Infolinks Media Buyco, LLC (6)First lien senior secured revolving loanS +5.75%11.21%11/1/202638   0.00 %
Infolinks Media Buyco, LLCFirst lien senior secured term loanS +5.75%11.21%11/1/20261,039 1,031 1,028 0.13 %
NTM Acquisition CorpFirst lien senior secured revolving loanS +6.75%12.26%6/18/20261,809 601 601 0.08 %
NTM Acquisition CorpFirst lien senior secured term loanS +6.75%12.25%6/18/202613,250 13,019 13,018 1.63 %
Optimized Marketing Acquisition, LLCFirst lien senior secured revolving loanS +5.75%11.22%8/19/20273,383 1,473 1,477 0.18 %
Optimized Marketing Acquisition, LLCFirst lien senior secured term loanS +5.75%11.22%8/19/202725,905 25,495 25,535 3.20 %
Peninsula MMGY Corporation (6)First lien senior secured revolving loanS +6.00%11.50%4/26/20293,691 (81)(74)(0.01)%
Peninsula MMGY CorporationFirst lien senior secured term loanS +6.00%11.50%4/26/202910,837 10,593 10,620 1.33 %
RKD Group, LLC (6)First lien senior secured revolving loanS +6.00%11.50%8/17/20284,905 (57)(49)(0.01)%
RKD Group, LLCFirst lien senior secured term loanS +6.00%11.50%8/17/202833,339 32,936 32,995 4.14 %
The Channel Company, LLCFirst lien senior secured revolving loanS +6.75%12.38%11/1/202762 16 16 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
47

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
The Channel Company, LLCFirst lien senior secured term loanS +
3.25% + 3.50% PIK
12.38%11/1/20272,321 2,306 2,300 0.29 %
WTWH Buyer, LLC (6)First lien senior secured revolving loanS +6.50%12.11%12/16/20271,638 (34)(35)0.00 %
WTWH Buyer, LLCFirst lien senior secured term loanS +6.50%12.11%12/16/202710,686 10,452 10,459 1.31 %
122,104 122,295 15.31 %
Metals and mining
Copperweld Group, IncFirst lien senior secured revolving loanS +6.00%11.62%3/31/2026$462 $322 $321 0.04 %
Copperweld Group, IncFirst lien senior secured term loanS +6.00%11.61%3/31/20262,262 2,258 2,249 0.28 %
2,580 2,570 0.32 %
Pharmaceuticals
Bio Agri Mix Holdings Inc (6)(7)First lien senior secured revolving loanC +5.75%11.19%7/23/2026$30 $ $ 0.00 %
Bio Agri Mix Holdings Inc (6)(7)First lien senior secured revolving loanC +5.75%11.19%7/23/2026
C$ 75
(1)(1)0.00 %
Bio Agri Mix Holdings Inc (7)First lien senior secured term loanC +5.75%11.19%7/23/2026
C$ 1,232
921 920 0.11 %
Formulated Buyer, LLCFirst lien senior secured delayed draw term loanS +5.25%11.06%9/22/2026298 222 222 0.03 %
Formulated Buyer, LLCFirst lien senior secured revolving loanS +5.25%11.10%9/22/2026188 24 24 0.00 %
Formulated Buyer, LLCFirst lien senior secured term loanS +5.25%10.86%9/22/2026456 453 451 0.06 %
1,619 1,616 0.20 %
Personal products
Cosmetic Solutions LLCFirst lien senior secured delayed draw term loanS +
6.5% PIK
12.11%10/17/2025$367 $357 $351 0.04 %
Cosmetic Solutions LLC (6)First lien senior secured revolving loanS +
6.5% PIK
12.11%10/17/2025344 (10)(15)0.00 %
Cosmetic Solutions LLCFirst lien senior secured term loanS +
6.5% PIK
12.11%10/17/20252,810 2,733 2,687 0.34 %
3,080 3,023 0.38 %
Professional services
Helpware, IncFirst lien senior secured revolving loanS +5.75%11.65%9/8/2026$5,061 $1,134 $905 0.11 %
Helpware, IncFirst lien senior secured term loanS +5.75%11.65%9/8/202613,972 13,832 13,205 1.66 %
Stax Holding Company, LLC (6)(22)First lien senior secured revolving loanS +5.25%10.86%10/29/202660   0.00 %
Stax Holding Company, LLCFirst lien senior secured term loanS +5.25%10.86%10/29/2026726 723 720 0.09 %
15,689 14,830 1.86 %
Real estate management and development
BBG, Inc (23)First lien senior secured revolving loanS +6.75%12.22%1/8/2026$233 $214 $209 0.03 %
BBG, IncFirst lien senior secured term loanS +
5.50% + 1.25% PIK
12.22%1/8/20261,875 1,750 1,713 0.21 %
MetaSource, LLC (6)First lien senior secured delayed draw term loanS +
6.25% + 0.50% PIK
11.72%5/17/202749   0.00 %
MetaSource, LLCFirst lien senior secured revolving loanS +6.75%12.22%5/17/202775 30 30 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
48

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
MetaSource, LLCFirst lien senior secured term loanS +
6.25% + 0.50% PIK
11.72%5/17/2027928 926 922 0.12 %
2,920 2,874 0.36 %
Semiconductors and semiconductor equipment
Altamira Material Solutions, LPFirst lien senior secured revolving loanS +5.75%11.20%9/2/2026$45 $7 $7 0.00 %
Altamira Material Solutions, LPFirst lien senior secured term loanS +5.75%11.32%9/2/20261,028 1,020 1,016 0.13 %
1,027 1,023 0.13 %
Software
AFFINITIV INC (6)First lien senior secured revolving loanS +6.50%12.11%8/26/2024$248 $(1)$ 0.00 %
AFFINITIV INCFirst lien senior secured term loanS +6.50%12.11%8/26/20242,242 2,241 2,242 0.28 %
Shasta Buyer, LLCFirst lien senior secured revolving loanS +6.25%11.72%8/9/20282,199 85 88 0.01 %
Shasta Buyer, LLCFirst lien senior secured term loanS +6.25%11.72%8/9/202811,546 11,356 11,376 1.43 %
ShiftKey, LLC (6)First lien senior secured revolving loanS +5.75%11.36%6/21/2027110 (1)(1)0.00 %
ShiftKey, LLCFirst lien senior secured term loanS +5.75%11.36%6/21/20273,703 3,688 3,675 0.46 %
17,368 17,380 2.18 %
Specialty retail
Dykstras Auto LLCFirst lien senior secured delayed draw term loanS +6.25%11.86%10/22/2026$335 $243 $243 0.03 %
Dykstras Auto LLCFirst lien senior secured revolving loanS +6.25%11.86%10/22/202638 12 12 0.00 %
Dykstras Auto LLCFirst lien senior secured term loanS +6.25%11.86%10/22/2026627 621 618 0.08 %
Kaizen Auto Care, LLCFirst lien senior secured delayed draw term loanS +
6.00% + 0.50% PIK
12.06%12/22/2026448 444 397 0.05 %
Kaizen Auto Care, LLCFirst lien senior secured revolving loanS +6.50%12.06%12/22/202638 37 33 0.00 %
Kaizen Auto Care, LLCFirst lien senior secured term loanS +
6.00% + 0.50% PIK
12.06%12/22/2026992 980 892 0.11 %
Leonard Group, Inc (6)First lien senior secured revolving loanS +6.50%12.11%2/26/2026234 (1)(1)0.00 %
Leonard Group, IncFirst lien senior secured term loanS +6.50%12.11%2/26/20261,559 1,557 1,551 0.19 %
Pink Lily Holdings, LLC (6)First lien senior secured revolving loanS +
3.50% + 3.50% PIK
12.46%11/16/202763 (1)(2)0.00 %
Pink Lily Holdings, LLCFirst lien senior secured term loanS +
3.50% + 3.50% PIK
12.46%11/16/20271,261 1,237 1,224 0.15 %
Soccer Post Acquisition LLCFirst lien senior secured delayed draw term loanS +5.50%11.11%6/30/20271,203 1,111 1,112 0.14 %
Soccer Post Acquisition LLC (6)First lien senior secured revolving loanS +5.50%11.11%6/30/20271,779 (22)(20)0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
49

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Soccer Post Acquisition LLCFirst lien senior secured term loanS +5.50%11.11%6/30/20277,941 7,843 7,851 0.99 %
14,061 13,910 1.74 %
Trading companies and distributors
AFC-Dell Holding CorpFirst lien senior secured delayed draw term loanS +6.25%11.71%4/9/2027$348 $342 $342 0.04 %
AFC-Dell Holding CorpFirst lien senior secured delayed draw term loanS +6.25%11.72%4/9/2027334 327 328 0.04 %
AFC-Dell Holding Corp (6)First lien senior secured delayed draw term loanS +6.25%11.71%4/9/20274,472 (77)(77)(0.01)%
AFC-Dell Holding Corp (6)(24)First lien senior secured revolving loanS +6.25%11.78%10/9/2026156 (3)(3)0.00 %
AFC-Dell Holding CorpFirst lien senior secured term loanS +6.25%11.71%4/9/20271,666 1,637 1,637 0.20 %
American Equipment Systems LLCFirst lien senior secured delayed draw term loanS +6.00%11.74%11/5/202637 37 36 0.00 %
American Equipment Systems LLCFirst lien senior secured term loanS +6.00%11.82%11/5/202671 69 69 0.01 %
American Equipment Systems LLCFirst lien senior secured term loanS +6.00%11.80%11/5/2026320 314 313 0.04 %
Ascent Lifting, Inc (6)First lien senior secured revolving loanS +6.00%11.50%9/9/20272,500 (55)(53)(0.01)%
Ascent Lifting, IncFirst lien senior secured term loanS +6.00%11.50%9/9/202717,193 16,799 16,824 2.13 %
Banner Buyer, LLCFirst lien senior secured delayed draw term loanS +5.75%11.21%10/31/2025563 564 561 0.07 %
Banner Buyer, LLC (6)First lien senior secured revolving loanS +5.75%11.21%10/31/2025370 (1)(3)0.00 %
Banner Buyer, LLCFirst lien senior secured term loanS +5.75%11.21%10/31/20251,357 1,356 1,348 0.17 %
Empire Equipment Company, LLC (6)First lien senior secured revolving loanS +5.75%11.22%1/17/2025439 (2)(4)0.00 %
Empire Equipment Company, LLCFirst lien senior secured term loanS +5.75%11.22%1/17/20251,718 1,714 1,704 0.21 %
Montway LLCFirst lien senior secured delayed draw term loanS +6.25%11.86%11/4/2025668 664 662 0.08 %
Montway LLC (6)First lien senior secured revolving loanS +6.25%11.86%11/4/2025150 (1)(1)0.00 %
Montway LLCFirst lien senior secured term loanS +6.25%11.86%11/4/2025708 703 701 0.09 %
NEFCO Holding Company, LLCFirst lien senior secured delayed draw term loanS +6.50%12.19%8/5/20282,604 2,589 2,568 0.32 %
NEFCO Holding Company, LLCFirst lien senior secured delayed draw term loanS +6.50%11.95%8/5/20282,180 2,153 2,152 0.27 %
NEFCO Holding Company, LLCFirst lien senior secured delayed draw term loanS +6.50%12.05%8/5/20242,192 2,159 2,161 0.27 %
NEFCO Holding Company, LLC (6)First lien senior secured delayed draw term loanS +6.50%12.15%8/5/20284,707 (92)(71)(0.01)%
NEFCO Holding Company, LLCFirst lien senior secured revolving loanS +6.50%12.03%8/5/20283,045 1,389 1,393 0.17 %
NEFCO Holding Company, LLCFirst lien senior secured term loanS +6.50%12.03%8/5/2028659 646 649 0.08 %
The accompanying notes are an integral part of these consolidated financial statements.
50

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Maturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
NEFCO Holding Company, LLCFirst lien senior secured term loanS +6.50%12.15%8/5/202814,324 14,066 14,110 1.77 %
Triad Technologies, LLC (6)First lien senior secured revolving loanS +6.00%11.50%6/8/2026332 (4)(4)0.00 %
Triad Technologies, LLCFirst lien senior secured term loanS +6.00%11.50%6/8/20261,303 1,290 1,286 0.16 %
48,583 48,628 6.09 %
Water utilities
Diamondback Buyer, LLCFirst lien senior secured revolving loanS +5.50%10.97%7/22/2026$75 $18 $18 0.00 %
Diamondback Buyer, LLCFirst lien senior secured term loanS +5.50%11.12%7/22/20261,188 1,182 1,178 0.15 %
1,200 1,196 0.15 %
Total non-controlled/non-affiliated senior secured debt$1,344,371 $1,343,692 168.20 %
Non-controlled/non-affiliated sponsor subordinated notes
Trading companies and distributors
Empire Equipment Company, LLCSponsor subordinated note
12.50% + 7.00% PIK
19.50%7/17/2025$12 $13 $13 0.00 %
Total non-controlled/non-affiliated sponsor subordinated notes13 13 0.00 %
Total non-controlled/non-affiliated investments1,344,384 1,343,705 168.20 %
Non-controlled/affiliated investments
Multisector holdings
Twin Brook Equity Holdings, LLC (25) (26) (27)
Equity - 9.82% membership interest
$50,216 $54,697 6.85 %
Twin Brook Segregated Equity Holdings, LLC (25) (26) (27)
Equity - 2.11% membership interest
19 17 0.00 %
Total non-controlled/affiliated investments50,235 54,714 6.85 %
Total investments$1,394,619 $1,398,419 175.05 %
(1)Unless otherwise indicated, all investments are considered Level 3 investments.
(2)Unless otherwise indicated, all investments represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. Refer to Note 6 for further information.
(3)Principal/par amount is denominated in U.S. Dollars (“$”) unless otherwise noted, Canadian Dollars (“C$”).
(4)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on funded debt investments using the effective interest method.
(5)Unless otherwise indicated, the interest rate on the principal balance outstanding for all floating rate loans is indexed to the Term Secured Overnight Financing Rate (“Term SOFR” or “S”) and/or an alternate base rate (e.g. prime rate (“P”)), which typically resets semiannually, quarterly, or monthly at the borrower’s option. The applicable base rate may be subject to a floor. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the applicable margin has been provided over Term SOFR based on each respective credit agreement. In some circumstances, interest may be paid-in-kind (“PIK”) rather than cash, resulting in an increased principal amount. As of December 31, 2023, the reference rates for the floating rate loans were the Term SOFR of 5.40% and the Prime Rate of 8.50%.
(6)Represents revolvers and delayed draw term loans where the entire balance is unfunded as of December 31, 2023. The negative fair value is a result of the commitment being valued below par. Refer to Note 8 for further information.
(7)Represents investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to
The accompanying notes are an integral part of these consolidated financial statements.
51

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
change. The Company monitors the status of these assets on an ongoing basis. As of December 31, 2023, non-qualifying assets represented approximately 4.39% of the total assets of the Company.
(8)Principal balance includes reserve for letter of credit of $1,875 on which the borrower pays 5.75%.
(9)Principal balance includes reserve for letter of credit of $190 on which the borrower pays 7.00%.
(10)Principal balance includes reserve for letter of credit of $10,663 on which the borrower pays 5.50%.
(11)Principal balance includes reserve for letter of credit of $2,145 on which the borrower pays 6.75%.
(12)Principal balance includes reserve for letter of credit of $156,238 on which the borrower pays 6.50%.
(13)Principal balance includes reserve for letter of credit of $188,700 on which the borrower pays 6.25%.
(14)Principal balance includes reserve for letter of credit of $7,896 on which the borrower pays 6.25%.
(15)Principal balance includes reserve for letter of credit of $3,930 on which the borrower pays 7.00%.
(16)Principal balance includes reserve for letter of credit of $163,717 on which the borrower pays 6.00%.
(17)Principal balance includes reserve for letter of credit of $265,760 on which the borrower pays 5.75%.
(18)Principal balance includes reserve for letter of credit of $5,410 on which the borrower pays 7.50%.
(19)Principal balance includes reserve for letter of credit of $218,784 on which the borrower pays 5.25%.
(20)Principal balance includes reserve for letter of credit of $3,750 on which the borrower pays 6.00%.
(21)Principal balance includes reserve for letter of credit of $141,677 on which the borrower pays 6.00%.
(22)Principal balance includes reserve for letter of credit of $2,248 on which the borrower pays 5.25%.
(23)Principal balance includes reserve for letter of credit of $3,517 on which the borrower pays 6.75%.
(24)Principal balance includes reserve for letter of credit of $6,240 on which the borrower pays 6.25%.
(25)As a practical expedient, the Company uses net asset value to determine the fair value of this investment. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels. This represents an investment in an affiliated fund.
(26)Securities exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2023, the aggregate fair value of these securities is $54,714 or 6.85% of the Company's net assets. The “restricted securities,” Twin Brook Equity Holdings, LLC and Twin Brook Segregated Equity Holdings, LLC, were purchased on May 19, 2022 and July 28, 2023, respectively.
(27)Non-income producing investment.





















The accompanying notes are an integral part of these consolidated financial statements.
52

AG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands)
Foreign currency forward contracts
CounterpartyCurrency PurchasedCurrency SoldSettlementUnrealized Appreciation/
(Depreciation)
Wells Fargo Bank, National Association
USD 1,487
CAD 2,028
1/16/2024$(44)
Total$(44)
Currency Abbreviations:
USD - U.S. Dollar
CAD - Canadian Dollar
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
AG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited)
Note 1.  Organization

AG Twin Brook Capital Income Fund (“TCAP” or the “Company”) is a Delaware statutory trust which was formed on January 27, 2022 (date of inception). AGTB Fund Manager, LLC (the “Adviser”), a wholly-owned subsidiary of Angelo, Gordon & Co., L.P. (“TPG Angelo Gordon”), a diversified credit and real estate investing platform within TPG Inc. (“TPG”) (Nasdaq: TPG), a leading global alternative investment firm, serves as the investment adviser of the Company. The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”). The Company intends to elect to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

There were no operations other than those related to the Company’s organization and preparation for its public, ongoing offering prior to December 31, 2022. As of December 31, 2022, the Adviser contributed $50,000 of capital to the Company. In exchange for this contribution, the Adviser had received 2,000 Class I common shares of beneficial interest, par value $0.001 per share of TCAP (“Class I shares”, together with Class S common shares of beneficial interest (“Class S shares” and Class D common shares of beneficial interest (“Class D shares”), par value $0.001, the “TCAP Common Shares”).

On December 15, 2022, the Company’s registration statement on Form N-2, registering the continuous offer and sale (the “Offering”) of up to $5 billion in the Company’s common shares of beneficial interest, was declared effective by the SEC.

The Company’s investment objective is to seek to generate attractive, consistent total returns, predominantly in the form of current income and, to a lesser extent, capital appreciation, by targeting investment opportunities with favorable risk-adjusted returns.

TPG Angelo Gordon

On November 1, 2023, TPG completed its previously announced acquisition of TPG Angelo Gordon and its subsidiaries, including the Adviser and the Company’s administrator (the “TPG Transaction”).

In connection with the TPG Transaction, on November 1, 2023, the Company entered into an amended and restated investment management agreement (the “Investment Management Agreement”) with the Adviser. Under applicable law, the TPG Transaction resulted in an assignment and automatic termination of the amended and restated investment management agreement, dated September 6, 2023, between the Company and the Adviser (the “Prior Investment Management Agreement”). The Investment Management Agreement became effective upon closing of the TPG Transaction and the terms of the Investment Management Agreement are identical to the Prior Investment Management Agreement. The Company’s shareholders approved the Investment Management Agreement at a special meeting of shareholders of the Company held on September 26, 2023. The Company’s investment objective remained unchanged as a result of the entry into the Investment Management Agreement.

The Merger with AGTB Private BDC

On January 1, 2023, the Company completed its merger (the “Merger”) with AGTB Private BDC (“Private BDC”), with TCAP continuing as the surviving company and Private BDC continuing as the accounting survivor. Therefore, all comparative consolidated financial statements prior to the Merger are those of the Private BDC.

Pursuant to the Merger Agreement, TCAP and Private BDC caused the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware on December 30, 2022. The Merger became effective on January 1, 2023 (the “Effective Time”), as agreed to by the parties and specified in the Certificate of Merger. At the Effective Time, common shares of beneficial interest, par value $0.001 per share, of Private BDC outstanding immediately prior to the Effective Time were converted into a number of Class I shares equal to a ratio of one to one. As a result, TCAP issued an aggregate of approximately 20.9 million TCAP Common Shares to former Private
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AG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
BDC shareholders. The TCAP Common Shares issued and outstanding immediately prior to the Effective Time remained outstanding upon the Effective Time and were unaffected by the Merger. As a result, immediately following the Merger, TCAP had approximately 20,945,030 Class I shares outstanding, and no Class S or D shares outstanding.

The Merger with AG Twin Brook BDC, Inc.

On July 28, 2023, the Company completed its previously announced acquisition of AG Twin Brook BDC, Inc., a Delaware corporation (“AGTB” and, together with the Company, the “Parties”) via merger, with the Company continuing as the surviving company (the “AGTB Transaction”). The AGTB Transaction was completed pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated May 19, 2023, by and between the Parties. Prior to the AGTB Transaction closing, AGTB was an affiliated BDC managed by AG Twin Brook Manager, LLC, a wholly-owned subsidiary of TPG Angelo Gordon. The Company is the accounting survivor of the merger. For further information, see Note 10 “Merger with AG Twin Brook BDC, Inc.”
Note 2.  Significant Accounting Policies
Basis of Accounting
The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).  The Company is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. These consolidated financial statements reflect adjustments that in the opinion of management are necessary for the fair statement of the financial position and results of operations for the periods presented herein. On January 1, 2023, the Company completed the Merger with Private BDC and commenced operations as the surviving company, with its fiscal year end on December 31.
The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2024.

Certain prior period information has been reclassified to conform to the current period presentation.
Principles of Consolidation
The Company conducts certain of its activities through its wholly-owned subsidiaries Twin Brook Capital Funding XXXIII, LLC, Twin Brook Equity XVIII Corp., Twin Brook Equity XXXIII Corp., Twin Brook Capital Funding XXXIII MSPV, LLC, Twin Brook Capital Funding XXXIII ASPV, LLC, and Twin Brook CLO 2024-1 LLC. The Company consolidates wholly-owned subsidiaries that are controlled by the Company. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
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AG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Cash and Cash Equivalents
Cash is comprised of cash on deposit with major financial institutions. The Company classifies highly liquid investments with original maturities of three months or less from the date of purchase and investments in money market funds as cash equivalents. The Company places its cash with high credit quality institutions to minimize credit risk exposure.

Restricted Cash
Restricted cash represents cash held through certain of the Company’s wholly-owned subsidiaries that may only be used to purchase additional collateral loans, pay accrued interest on advances, fund certain expenses, and prepay outstanding advances in connection with the Company’s asset facilities.
Investment Related Transactions, Revenue Recognition and Expenses
Investment transactions and the related revenue and expenses are recorded on a trade-date basis. Realized gains and losses on investment transactions are determined using the specific identification method. All costs associated with consummated investments are included in the cost of such investments. Broken deal expenses incurred in connection with investment transactions which are not successfully consummated are expensed as a component of “Other” expense on the consolidated statements of operations.
Interest income and interest expense are recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Company and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.
Upon prepayment of investments in debt instruments, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as “Interest” income on the consolidated statements of operations. Interest received in-kind, computed at the contractual rate specified in each investment agreement, is added to the principal balance of the investment and reported as “Interest” income on the consolidated statements of operations. The Company records dividend income from private securities pursuant to the terms of the respective investments.
The Company may earn various fees during the life of the loans. Such fees include, but are not limited to, syndication, commitment, administration, prepayment and amendment fees, some of which are paid to the Company on an ongoing basis. These fees and any other income are recognized as earned as a component of "Other" income on the consolidated statement of operations.

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon the Adviser’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in the Adviser’s judgment, are likely to remain current. The Adviser may make exceptions to this treatment and determine not to place a loan on non-accrual status if the loan has sufficient collateral value to cover principal and interest and if it is in the process of collection.
Investments at Fair Value
The Company applies Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level
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Notes to Consolidated Financial Statements (Unaudited) - Continued
1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). ASC 820 establishes three levels of the fair value hierarchy as follows:
Level 1Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
Level 2Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and
Level 3Inputs that are unobservable.
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, interest rates, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement; however, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Company’s perceived risk of that instrument.
The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including for example, the type of product, whether the product is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company, the Board, and the Adviser in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
Investments in investment funds include vehicles structured for the purpose of investing in privately held common and preferred equity interests. Fair values are generally determined utilizing the net asset value (“NAV”) supplied by, or on behalf of, management of each investment fund, which is net of management and incentive fees or allocations charged by the investment fund, if applicable, and is in accordance with the “practical expedient”, as defined by FASB Accounting Standards Update (“ASU”) 2009-12, Investments in Certain Entities that Calculate NAV per Share. NAVs received by, or on behalf of, management of each investment fund are based on the fair value of the investment funds’ underlying investments in accordance with policies established by management of each investment fund, as described in each of their financial statements and offering memorandum. Withdrawals and distributions from investments in investment funds are at the discretion of the Adviser and may depend on the liquidation of underlying assets. Investments which are valued using NAV as a practical expedient are excluded from the above hierarchy.

The Board has designated the Adviser as its “valuation designee” pursuant to Rule 2a-5 under the 1940 Act (“Rule 2a-5”), and in that role, the Adviser is responsible for performing fair value determinations relating to all of the Company’s investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Board. Even though the Board designated the Adviser as “valuation designee,” the Board is ultimately responsible for fair value determinations under the 1940 Act.
Under the valuation policies and procedures that have been approved by the Board, the Adviser conducts a multi-step valuation process, which includes, among other procedures, the following:
The valuation process begins with each investment being initially valued by using certain inputs provided by, among other inputs, the investment professionals responsible for the portfolio investment in conjunction with the portfolio management team.
The Adviser’s management reviews the preliminary valuations with the investment professionals.
The Adviser determines the fair value of each investment; valuations that are not based on readily available market quotations are valued in good faith, based on, among other things, the input of the Adviser and, where applicable, other third parties. Valuation determinations are presented to the Board.
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AG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
When determining the fair value of Level 3 investments, the Adviser may take into account the following factors, where relevant: recent transactions, the enterprise value of the underlying company, the nature and realizable value of any collateral, the underlying company’s ability to make payments and its earnings and discounted cash flows, the markets in which the underlying company does business, financial covenants, the seniority of the financial instrument in the capital structure of the company, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”). The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, the Adviser will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, the Adviser uses a market interest rate yield analysis to determine fair value.
The Company’s investments trade infrequently and when they are traded, the price may be unobservable, and as a result, multiple external pricing sources may not be available. In such instances, the Adviser may use an internal pricing model as either a corroborating or sole data point in determining the price. Pricing models take into account the contractual terms of the financial instrument, as well as relevant inputs, including where applicable, equity prices, interest rate yield curves, credit curves, correlation, and the creditworthiness of the counterparty. The Adviser generally engages third party firm(s) to assist in validating certain financial instruments where multiple external prices cannot be obtained. The third party firm(s) either independently determine prices or assess the reasonableness of the Adviser’s prices. The analyses provided by such third party firm(s) are reviewed and considered by the Adviser. As part of the risk management process, the Adviser reviews and analyzes the prices obtained from external pricing sources to evaluate their reliability and accuracy, which includes identifying and excluding vendor prices and broker quotations that the Adviser believes does not reflect fair value. In addition, the Adviser’s valuation committee meets regularly and engages in ongoing reviews of the valuation processes and procedures including reviews of methodology, ongoing accuracy, source quality and independence. Such reviews include, but are not limited to, comparison of current vendor prices and broker quotations against ongoing daily trading activity, vendor due diligence, and back testing.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date.
Foreign Currency Translation
Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.
The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within net realized and change in unrealized gain (loss) on investments on the consolidated statements of operations. Net change in unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized gain (loss) on foreign currency translation on the consolidated statements of operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in net realized gain (loss) on foreign currency transactions on the consolidated statements of operations.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
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Derivative Instruments
The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized gain (loss) on foreign currency forward contracts are recorded on the consolidated statements of assets and liabilities on a gross basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the consolidated schedules of investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date.
The Company does not utilize hedge accounting for foreign currency forward contracts, and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized gain (loss) on foreign currency forward contracts recorded on the consolidated statements of operations.
Additionally, the Company uses interest rate swaps to mitigate interest rate risk associated with the Company's fixed interest rate debt liabilities. The fair value of the interest rate swaps are included as a derivative assets at fair value or derivative liabilities at fair value on the consolidated statements of assets and liabilities. Changes in fair value of interest rate swaps entered into by the Company and not designated as hedging instruments are presented in net realized gains (losses) and net change in unrealized appreciation (depreciation) in the consolidated statements of operations, if applicable.
The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship, and therefore the change in fair value of the hedging instrument and hedged item are recorded in interest expense and recognized as components of interest expense in the consolidated statements of operations. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt.
Organizational Costs
Organizational costs to establish the Company are charged to expense as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.
Offering Costs
Offering costs in connection with the offering of common shares of the Company are capitalized as a deferred charge and amortized to expense on a straight-line basis over a 12-month period. These expenses consist primarily of legal fees and other costs incurred with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.
Deferred Financing Costs
Deferred financing costs consist of financing costs incurred in connection with obtaining the Company’s financing facilities and unsecured notes.  Such financing costs are capitalized and amortized over the life of the facility utilizing the straight-line method.  For the three and six months ended June 30, 2024, the Company paid approximately $6,232,000 and $7,838,000 of financing costs. For the three and six months ended June 30, 2024, the Company amortized approximately $794,000 and $1,424,000 of financing costs which have been included in “Interest” expense on the consolidated statements of operations. For the three and six months ended June 30, 2023, the Company paid approximately $150,000 of financing costs. For the three and six months ended June 30, 2023, the Company amortized approximately $429,000 and $867,000 of financing costs which have been included in Interest expense on the consolidated statements of operations.
Deferred Income
Deferred income consists of annual administrative agent fees received in connection with the servicing of certain loan investments. Such fees are deferred when received and recognized as earned over the applicable period.  For the three and six months ended June 30, 2024, the Company received approximately $811,000 and $1,431,000 of agent fees, respectively. During the three and six months ended June 30, 2024, approximately $711,000 and $1,327,000, respectively, of agent fees have been recognized as earned and included in “Other” income on the consolidated statements of operations. For the three and six months ended June 30, 2023, the Company received approximately $311,000 and $449,000 of agent
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fees, respectively. During the three and six months ended June 30, 2023, approximately $302,000 and $554,000, respectively, of agent fees have been recognized as earned and included in “Other” income on the consolidated statements of operations.
Income Taxes
The Company has elected to be regulated as a BDC under the 1940 Act. The Company also intends to elect to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended. As a RIC, the Company generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes timely to its shareholders as dividends. To the extent the Company qualifies as a RIC, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.
To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. The Company will generally be subject to a 4% non-deductible U.S. federal excise tax on certain undistributed income or gains in respect of any calendar year, unless it distributes annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gain net income (adjusted for certain ordinary losses) for the one-year period ending on October 31 in such calendar year and (iii) any net ordinary income and capital gain net income recognized, but not distributed, in preceding years. For these purposes, the Company will be deemed to have distributed any income or gains on which it paid U.S. federal income tax.The Company, at its discretion, may carry forward taxable income for distribution in the following taxable year and pay the applicable U.S. federal excise tax. For the three and six months ended June 30, 2024 the Company did not accrue U.S. federal excise tax.
The Company conducts certain of its activities through its wholly-owned subsidiaries, Twin Brook Equity XVIII Corp. and Twin Brook Equity XXXIII Corp., both of which are Delaware corporations. They are treated as corporations for United States federal income tax purposes and are subject to U.S. federal, state or local income tax. For the three and six months ended June 30, 2024, the Company accrued $32,000 current federal tax. For the three and six months ended June 30, 2024, the Company accrued approximately $(95,000) and $216,000 of deferred federal tax related to the corporations, which is included in “deferred federal tax provision” on the consolidated statements of operations. For the three and six months ended June 30, 2023, the Company accrued $0 current federal tax. For the three and six months ended June 30, 2023, the company accrued approximately $346,000 and $924,000 of deferred federal tax related to Twin Brook Equity XXXIII Corp., which is included in “deferred federal tax provision” on the consolidated statements of operations.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no tax penalties, and no interest associated with income taxes incurred through June 30, 2024.
Loan Syndications and Participations
The Company may originate certain loans and then syndicate all or a portion of those loans to a third party. For the three and six months ended June 30, 2024, the Company earned approximately $1,698,000 and $2,289,000, respectively, of syndication and other origination fee income, which is included in “Other” income on the consolidated statements of operations. For the three and six months ended June 30, 2023, the Company earned approximately $29,000 and $705,000, respectively, of syndication and other origination fee income, which is included in “Other” income on the consolidated statements of operations.
The Company follows the guidance in Accounting Standards Codification (“ASC”) Topic 860 Transfers and Servicing when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales that do not meet the definition of a participating interest remain on the
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consolidated statements of assets and liabilities and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value. There were no participations that were accounted for as secured borrowings during the period.
Distributions
Distributions to common shareholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each month. The Company intends to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, the Company may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to shareholders.
Note 3.  Investments
Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, "non-affiliated investments" are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the consolidated financial statements, including the consolidated schedules of investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled, non-affiliated; non-controlled, affiliated; or controlled affiliated investments.
Investments at fair value and amortized cost consisted of the following as of June 30, 2024 and December 31, 2023:
June 30, 2024December 31, 2023
(Amounts in thousands)Amortized CostFair ValueAmortized CostFair Value
First lien senior secured debt$2,268,645 $2,266,885 $1,344,371 $1,343,692 
Sponsor subordinated note14 9 13 13 
Investment in affiliated funds64,345 69,913 50,235 54,714 
Total investments$2,333,004 $2,336,807 $1,394,619 $1,398,419 
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The industry composition of investments based on fair value as of June 30, 2024 and December 31, 2023 was as follows:
June 30, 2024December 31, 2023
Aerospace and defense0.1 %0.1 %
Air freight and logistics0.9 %1.5 %
Auto components3.3 %1.6 %
Chemicals1.8 %0.9 %
Commercial services and supplies2.7 %3.0 %
Construction and engineering3.0 %4.5 %
Containers and packaging3.5 %5.0 %
Distributors0.1 %0.2 %
Diversified consumer services5.4 %7.7 %
Electrical equipment2.0 %0.8 %
Electronic equipment, instruments and components0.6 %1.1 %
Food and staples retailing1.9 %2.8 %
Food products2.3 %3.8 %
Gas utilities0.1 %0.1 %
Health care equipment and supplies3.0 %3.5 %
Health care providers and services28.9 %29.0 %
Health care technology1.3 %2.2 %
Household durables3.8 %5.6 %
Industrial Conglomerates0.6 %1.1 %
Internet and direct marketing retail0.4 %0.8 %
IT services2.2 %1.5 %
Leisure equipment and products0.3 %0.2 %
Leisure products %0.1 %
Life sciences tools and services1.7 %0.1 %
Machinery4.5 %2.5 %
Media10.1 %8.7 %
Metals and mining0.1 %0.2 %
Multiline retail2.2 % %
Multisector holdings3.0 %3.9 %
Pharmaceuticals0.1 %0.1 %
Personal products0.1 %0.2 %
Professional services0.7 %1.1 %
Real estate management and development0.1 %0.2 %
Semiconductors and semiconductor equipment %0.1 %
Software2.8 %1.2 %
Specialty retail1.0 %1.0 %
Trading companies and distributors5.3 %3.5 %
Water utilities0.1 %0.1 %
Total100.0 %100.0 %
As of June 30, 2024, 99.9% of investments held were based in the United States and 0.1% were based in Canada. As of December 31, 2023, 99.9% of investments held were based in the United States and 0.1% were based in Canada.
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Note 4.  Fair Value of Investments
Fair Value Disclosures
The following table presents the fair value hierarchy of financial instruments as of June 30, 2024 and December 31, 2023:

Assets at Fair Value as of June 30, 2024
(Amounts in thousands)Level 1Level 2Level 3Total
First lien senior secured debt$ $ $2,266,885 $2,266,885 
Sponsor subordinated note  9 9 
Total$ $ $2,266,894 $2,266,894 
Investments measured at net asset value(1)
$69,913 
Total financial instruments, at fair value$2,336,807 
(1)Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
Liabilities at Fair Value as of June 30, 2024
(Amounts in thousands)Level 1Level 2Level 3Total
Interest rate swaps$ $(1,334)$ $(1,334)
Foreign currency forward contracts(7)$(7)
Total$ $(1,341)$ $(1,341)
Assets at Fair Value as of December 31, 2023
(Amounts in thousands)Level 1Level 2Level 3Total
First lien senior secured debt$ $ $1,343,692 $1,343,692 
Sponsor subordinated note  13 13 
Total$ $ $1,343,705 $1,343,705 
Investments measured at net asset value(1)
$54,714 
Total financial instruments, at fair value$1,398,419 
(1)Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

Liabilities at Fair Value as of December 31, 2023
(Amounts in thousands)Level 1Level 2Level 3Total
Foreign currency forward contracts$ $(44)$ $(44)

The following table presents changes in the fair value of investments for which Level 3 inputs were used to determine the fair value for the three and six months ended June 30, 2024 and 2023:
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Level 3 Assets at Fair Value for the Three Months Ended June 30, 2024*
(Amounts in thousands)Balance 4/1/2024Purchases and DrawdownsSales and Paydowns Other**Realized Gains/ (Losses)Change in Unrealized
Appreciation/(Depreciation)
Balance
6/30/2024
Change in
Unrealized
Appreciation/
(Depreciation)
for Level 3
Assets Still
Held as of
6/30/2024
First lien senior secured debt$1,768,175 $601,498 $(107,724)$3,973 $230 $733 $2,266,885 $729 
Sponsor subordinated note13     (4)9  
Total$1,768,188 $601,498 $(107,724)$3,973 $230 $729 $2,266,894 $729 
Level 3 Assets at Fair Value for the Six Months Ended June 30, 2024*
(Amounts in thousands)Balance 1/1/2024
Purchases and Drawdowns
Sales and PaydownsOther**Realized Gains/ (Losses)Change in Unrealized
Appreciation/(Depreciation)
Balance
6/30/2024
Change in
Unrealized
Appreciation/
(Depreciation)
for Level 3
Assets Still
Held as of
6/30/2024
First lien senior secured debt$1,343,692 $1,052,342 $(135,489)$7,191 $230 $(1,081)$2,266,885 $(1,086)
Sponsor subordinated note13   1  (5)9  
Total$1,343,705 $1,052,342 $(135,489)$7,192 $230 $(1,086)$2,266,894 $(1,086)
Level 3 Assets at Fair Value for the Three Months Ended June 30, 2023*
(Amounts in thousands)Balance 4/1/2023Purchases and DrawdownsSales and PaydownsOther**Realized Gains/ (Losses)Change in Unrealized
Appreciation/(Depreciation)
Balance
6/30/2023
Change in
Unrealized
Appreciation/
(Depreciation)
for Level 3
Assets Still
Held as of
6/30/2023
First lien senior secured debt$851,253 $138,578 $(45,480)$1,398 $ $29 $945,778 $29 
Total$851,253 $138,578 $(45,480)$1,398 $ $29 $945,778 $29 
Level 3 Assets at Fair Value for the Six Months Ended June 30, 2023*
(Amounts in thousands)Balance 1/1/2023Purchases and DrawdownsSales and PaydownsOther**Realized Gains/ (Losses)Change in Unrealized
Appreciation/(Depreciation)
Balance
6/30/2023
Change in
Unrealized
Appreciation/
(Depreciation)
for Level 3
Assets Still
Held as of
6/30/2023
First lien senior secured debt$797,019 $246,821 $(100,847)$2,604 $(18)$199 $945,778 $199 
Total$797,019 $246,821 $(100,847)$2,604 $(18)$199 $945,778 $199 
*Gains and losses are included in their respective captions in the consolidated statements of operations.
**Includes accretion, paydown gains/(losses) and interest received in-kind on debt instruments, where applicable.
Significant Unobservable Inputs
In accordance with ASC 820, the following tables provide quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of June 30, 2024 and December 31, 2023. The table is not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.
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Asset ClassFair Value
as of
6/30/24
Valuation
Techniques
Significant
Unobservable Inputs
Input Ranges
Weighted
Average (1)
Impact to Valuation
from an Increase
in Input
(Amounts in thousands)
First lien senior secured debt$1,564,471 Discounted cash flowYield
9.7% - 36.6%
11.7 %Decrease
4,513 Market comparableLTM Revenue multiple
0.6x - 1.2x
0.7x
Increase
Sponsor subordinated note9 Market comparableLTM EBITDA multiple
7.6x
7.6x
Increase
$1,568,993 
Asset ClassFair Value as of 12/31/23Valuation
Techniques
Significant
Unobservable Inputs
Input Ranges
Weighted
Average (1)
Impact to Valuation
from an Increase
in Input
(Amounts in thousands)
First lien senior secured debt$1,222,639 Discounted cash flowYield
9.6% - 25.9%
11.2 %Decrease
4,044 Market comparableForward EBITDA multiple
9.1% - 39.4%
27.6 %Increase
Sponsor subordinated note13 Market comparableLTM EBITDA multiple7.6 %7.6 %Increase
$1,226,696 
(1)Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.
The Company’s other Level 3 investments, which represented $697,901,000 as of June 30, 2024 and $117,009,000 as of December 31, 2023, have been valued primarily using recent transactions. The significant unobservable input used in the discounted cash flow is the yield. The yield is used to discount the estimated future cash flows expected to be received from the underlying investment. The Company considers the portfolio company performance since close, the leverage used by the portfolio company relative to its total enterprise value and other risks associated with an investment in determining the yield. The significant unobservable inputs used in the market comparable valuation techniques include the next twelve months forward and latest twelve month (“LTM”) EBITDA (net income before net interest expense, income tax expense, depreciation and amortization) multiple. Forward or LTM EBITDA for comparable portfolio companies are multiplied by the portfolio companies most recent available EBITDA to derive the portfolio company fair value. Pricing models take into account the contractual terms of the financial instrument, as well as relevant inputs, including where applicable, equity prices, interest rate yield curves, credit curves, correlation, and the creditworthiness of the counterparty.
Note 5.  Debt
In accordance with the 1940 Act, the Company can borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings, subject to certain limitations.
The carrying values of borrowings outstanding under the debt facilities approximate fair value. As of June 30, 2024 and December 31, 2023, the asset coverage ratio was 204.3% and 224.2%, respectively.
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For the three and six months ended June 30, 2024 and 2023 the components of interest expense were as follows:

(Amounts in thousands)Three Months Ended
June 30, 2024
Three Months Ended
June 30, 2023
Six Months Ended
June 30, 2024
Six Months Ended
June 30, 2023
Interest expense$18,314 $9,196 $32,369 $16,450 
Amortization of deferred financing costs794 429 1,424 867 
Change in unrealized from interest rate swaps designated for hedging (Note 6)561  1,334  
Total interest expense$19,669 $9,625 $35,127 $17,317 
Average interest rate7.89 %7.46 %7.85 %7.30 %
Average daily borrowings$913,532 $414,790 $789,318 $386,850 
Credit Facilities

On June 17, 2022, Twin Brook Capital Funding XXXIII MSPV, LLC, as borrower (the “MSPV Borrower”), an indirect, wholly-owned subsidiary of the Company, entered into a new loan and servicing agreement (as amended, supplemented or otherwise modified from time to time, the “MSPV Credit Facility”) with Twin Brook Capital Funding XXXIII, LLC, as the transferor (the “Transferor”), AGTB Fund Manager, LLC, as the servicer, Morgan Stanley Asset Funding, Inc., as administrative agent, the lenders from time to time party thereto and The Bank of New York Mellon Trust Company, National Association, as the collateral agent, account bank and collateral custodian.
From time to time, the Transferor expects to sell and/or contribute certain investments to the MSPV Borrower. Proceeds from the MSPV Credit Facility will be used to finance the origination and acquisition of loans by the MSPV Borrower, including the purchase of such assets from the Transferor. The Company retains a residual interest in assets contributed to or acquired by the MSPV Borrower through its ownership of the MSPV Borrower. The MSPV Borrower is subject to meet financial covenants under the MSPV Credit Facility agreement. As of June 30, 2024 and December 31, 2023, the MSPV Borrower was in compliance with all such covenants.
The MSPV Credit Facility has a maximum principal amount of $500 million, subject to availability under a borrowing base which consists primarily of commercial loans acquired by the MSPV Borrower from the Transferor, a wholly-owned subsidiary of the Company. The MSPV Borrower may, subject to the applicable prepayment premium, prepay the loans and/or terminate or reduce the revolving commitments under the MSPV Credit Facility at any time without penalty. The obligation of the lenders to make revolving commitments under the MSPV Credit Facility will terminate on June 17, 2027 (the “Reinvestment Period”) with a scheduled final maturity date of May 28, 2029. The revolving loans are subject to an interest rate, during the Reinvestment Period, of Term SOFR plus 2.20% per annum and thereafter, Term SOFR plus 2.70% per annum. Prior to May 28, 2024, when the MSPV Credit Facility was amended, the Reinvestment Period terminated on June 17, 2025, the final maturity date was June 17, 2027, and the revolving loans were subject to an interest rate of Term SOFR plus 2.50% per annum during the Reinvestment Period and Term SOFR plus 3.00% per annum during the period following the Reinvestment Period.

On December 13, 2022, Twin Brook Capital Funding XXXIII ASPV, LLC, as borrower (the “ASPV Borrower”), an indirect, wholly-owned subsidiary of the Company, entered into a new Loan, Security and Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, the “ASPV Credit Facility”), with the Transferor, AGTB Fund Manager, LLC, as the collateral manager, Ally Bank, as administrative agent and arranger, Computershare Trust Company, National Association, as the collateral custodian, and the lenders from time to time party thereto. On September 19, 2023 the ASPV Credit Facility was amended to appoint Western Alliance Trust Company, N.A., as the successor collateral custodian, and Computershare Trust Company, N.A. resigned as collateral custodian.

From time to time, the Transferor expects to sell and/or contribute certain investments to the ASPV Borrower. Proceeds from the ASPV Credit Facility will be used to finance the origination and acquisition of loans by the ASPV Borrower,
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including the purchase of such assets from the Transferor. The Company retains a residual interest in assets contributed to or acquired by the ASPV Borrower through its ownership of the ASPV Borrower.

The ASPV Borrower may, subject to the applicable prepayment premium, prepay the loans and/or terminate or reduce the revolving commitments under the ASPV Credit Facility at any time without penalty. The obligation of the lenders to make revolving commitments under the ASPV Credit Facility will terminate on December 12, 2025 (the “Reinvestment Period”) with a scheduled final maturity date of December 12, 2027. The revolving loans will be subject to an interest rate of daily simple SOFR plus 2.875% per annum.

The ASPV Credit Facility is secured by all of the assets of the ASPV Borrower and a pledge of equity interests in the ASPV Borrower. The ASPV Borrower is subject to meet financial covenants under the ASPV Credit Facility agreement. As of June 30, 2024 and December 31, 2023, the ASPV Borrower was in compliance with all such covenants.

On November 17, 2023, the Company, as borrower, entered into a new Senior Secured Revolving Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Truist Credit Facility”), with the lenders and issuing banks party thereto and Truist Bank, as administrative agent.

The Company may prepay any class of loans and/or terminate or reduce the revolving commitments of any class under the Truist Credit Facility at any time without penalty. The obligation of the lenders to make loans under the Truist Credit Facility will terminate on November 17, 2027 and the loan facility is scheduled to mature on November 17, 2028. The revolving loans will be subject to an interest rate of, at the Company’s option, adjusted term SOFR plus 2.00% or the alternate base rate plus 1.00%.

The Truist Credit Facility is guaranteed by Twin Brook Capital Funding XXXIII, LLC (the “Guarantor”), a direct and wholly owned subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future. The Truist Credit Facility is secured by all assets of the Company and the Guarantor. The Company is subject to meet financial covenants under the Truist Credit Facility agreement. As of June 30, 2024 and December 31, 2023, the Company was in compliance with all such covenants.

As of June 30, 2024, there are approximately $202.0 million in borrowings outstanding on the ASPV Credit Facility, $200.0 million in borrowings outstanding on the MSPV Credit Facility and $218.4 million in borrowings outstanding on the Truist Credit Facility. Borrowings under the Company’s facilities are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

Private Placement Notes

On March 19, 2024, the Company entered into a 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”), to qualified institutional investors in a private placement. The Tranche A Notes and the Tranche B Notes bear interest at a rate equal to 7.69% per annum and 7.78% per annum, respectively. The Tranche A Notes and the Tranche B Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company.

Interest on the Tranche A Notes and the Tranche B Notes will be due semiannually on March 19 and September 19 of each year, beginning on September 19, 2024. The Tranche A Notes and the Tranche B Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Tranche A Notes and the Tranche B Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Tranche A Notes and the Tranche B Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured and unsubordinated indebtedness issued by the Company.

In connection with the Tranche A Notes and the Tranche B Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the Tranche A Notes and the Tranche B Notes in a qualifying hedge accounting relationship.

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As of June 30, 2024, the Company was in compliance with all financial covenants and other requirements of each of the Tranche A Notes and Tranche B Notes.

Debt Securitizations

On May 30, 2024, the Company completed an approximately $445.0 million term debt securitization (the “CLO Transaction”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements. The secured notes issued in the CLO Transaction and the secured loan borrowed in the CLO Transaction were issued and incurred, as applicable, by Twin Brook CLO 2024-1 LLC (the “Issuer”), an indirect, wholly-owned, consolidated subsidiary of the Company, and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the Issuer.

The following table presents information on the secured notes and equity interests in the CLO Transaction:

As of June 30, 2024
(Amounts in thousands)Principal OutstandingInterest RateCredit Rating
Class A Senior Secured Floating Rate Notes$161,000 
SOFR + 1.90%
AAA(sf)
Class A-L Senior Secured Floating Rate Loans$100,000 
SOFR + 1.90%
AAA(sf)
Class B Senior Secured Floating Rate Notes$45,000 
SOFR + 2.30%
AA(sf)
Class C Senior Secured Floating Rate Notes$36,000 
SOFR + 2.95%
A(sf)
Class D Senior Secured Floating Rate Notes$27,000 
SOFR + 4.95%
BBB(sf)
Equity Interests$76,000 NoneNot Rated
Total CLO Transaction$445,000 

The secured notes are scheduled to mature on July 20, 2036, unless redeemed by the Issuer, at the direction of the Adviser, serving as collateral manager, on any business day after July 20, 2026.

The Class A Notes, Class A-L Loans, Class B Notes, Class C Notes and Class D Notes (collectively, the “Secured Debt”) are the secured obligations of the Issuer and the Equity Interests are the unsecured obligations of Issuer. The Class A-L Loans may be exchanged by the lenders for Class A Notes at any time, subject to certain conditions under the indenture and related agreements. The indenture governing the CLO Transaction includes customary covenants and events of default.

As part of the CLO Transaction, an wholly owned subsidiary of the Company (the “Retention Holder”) sold and transferred certain middle market loans to the Issuer for the purchase price and other consideration set forth in a loan sale agreement and for future sales from the Retention Holder to the Issuer on an ongoing basis. Such loans constituted the initial portfolio of assets securing the Secured Debt. In connection with such sale and transfer, the Retention Holder made customary representations, warranties and covenants to the Issuer.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Adviser serves as collateral manager to Issuer under a collateral management agreement and is entitled to receive fees for providing the services; however, the Adviser has waived its right to receive such fees but may rescind such waiver at any time.

Short-Term Debt

In order to finance certain investment transactions, the Company may, from time to time, enter into financing agreements, whereby the Company transfers to a third party an investment that it holds in exchange for cash for a period of time, generally not to exceed 180-days from the date it was transferred (each a “Short Term Financing Transaction”). At the
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expiration of the agreement, the Company returns the cash and interest to the third party and receives the original investment transferred.

As of June 30, 2024 and December 31, 2023, the Company did not have borrowings under Short-Term Financing Transactions.

Total debt consisted of the following as of June 30, 2024:
As of June 30, 2024
(Amounts in thousands)Maximum Principal Amount
Committed
Principal Amount Outstanding
Principal Amount Available(1)
Carrying Value(2)
Assets Pledged as Collateral(3)
ASPV Credit Facility$300,000 $202,000 $24,142 $202,000 $337,266 
MSPV Credit Facility500,000 200,000 11,317 200,000 360,600 
Truist Credit Facility350,000 218,400 55,528 218,400 1,056,012 
Tranche A Notes90,000 90,000 — 89,776 — 
Tranche B Notes150,000 150,000 — 149,698 — 
CLO Transaction369,000 369,000 — 369,000 513,016 
Total debt$1,759,000 $1,229,400 $90,987 $1,228,874 $2,266,894 
(1)The amount available reflects any limitations related to the facilities borrowing bases.
(2)Carrying value is inclusive of adjustments for the change in fair value of the effective hedge relationship, if applicable.
(3)Fair market value of the assets held as collateral in the respective credit facility.

Credit facilities consisted of the following as of December 31, 2023:

As of December 31, 2023
(Amounts in thousands)Maximum Principal Amount
Committed
Principal Amount Outstanding
Principal Amount Available(1)
Carrying Value
Assets Pledged as Collateral(2)
ASPV Credit Facility$300,000 $150,000 $56,227 $150,000 $305,690 
MSPV Credit Facility500,000 350,300 29,127 350,300 606,827 
Truist Credit Facility330,000 142,700 141,175 142,700 431,188 
Total credit facilities$1,130,000 $643,000 $226,529 $643,000 $1,343,705 
(1)The amount available reflects any limitations related to the facilities borrowing bases.
(2)Fair market value of the assets held as collateral in the respective credit facility.
Note 6.  Agreements and Related Party Transactions
Administration Agreement
On October 25, 2022, the Company entered into an administration agreement (the “Original Administration Agreement”) with AGTB Fund Manager, LLC (the “Administrator”). Under the terms of the Original Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others.
On September 6, 2023, the Company entered into an amended and restated administration agreement (the “Administration Agreement”) with the Administrator. The Administration Agreement amended and restated the Original Administration Agreement in response to comments issued by certain state securities regulators in connection with their review of the
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Company’s continuous offering of Common Shares. The terms and conditions of the Administration Agreement are unchanged from those of the Original Administration Agreement, under which the Administrator has provided administrative services to the Company since its inception, except to (i) remove overhead expenses (including rent, office equipment and utilities) from the description of costs and expenses of the Administrator that are to be borne by the Company and (ii) clarify certain types of costs and expenses related to the Company’s operations, administration and transactions that are to be borne by the Company.
The Company reimburses the Administrator for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Administrator for any services performed for it by such affiliate or third party.
Unless earlier terminated as described below, the Administration Agreement will remain in effect until September 6, 2025 and from year to year thereafter if approved annually by the vote of the Board of Trustees and the vote of a majority of the Company’s independent trustees (the “Independent Trustees”). The Administration Agreement may be terminated by either party without penalty upon not less than 60 days’ written notice to the other.
No person who is an officer, trustee, or employee of the Administrator or its affiliates and who serves as a trustee of the Company receives any compensation from the Company for his or her services as a trustee. However, the Company reimburses the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator or its affiliates to the Company’s officers who provide operational and administrative services, as well as their respective staffs and other professionals who provide services to the Company, who assist with the preparation, coordination and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Trustees who are not affiliated with the Administrator receive compensation for their services and reimbursement of expenses incurred to attend meetings.
For the three and six months ended June 30, 2024, the Administrator charged approximately $363,000 and $595,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement. For the three and six months ended June 30, 2023, the Administrator charged approximately $321,000 and $1,072,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement.

Investment Management Agreement
On October 25, 2022, the Company entered into an investment management agreement (the “Original Investment Management Agreement”) with the Adviser. Under the terms of the Original Investment Management Agreement, the Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring the Company’s investments and portfolio companies on an ongoing basis.
On September 6, 2023, the Company entered into an amended and restated investment management agreement (the “Prior Investment Management Agreement”) with its Adviser, in response to comments issued by certain state securities regulators in connection with their review of the Company’s continuous offering of Common Shares. The terms of the Prior Investment Management Agreement were unchanged from those of the Original Investment Management Agreement, except to (i) remove conditional language that sunsets certain provisions if the Company’s securities become “covered securities,” as defined in Section 18 of the Securities Act of 1933, as amended; (ii) remove overhead expenses (including rent, office equipment and utilities) from the costs and expenses of the Administrator that are to be borne by the Company; (iii) clarify certain types of costs and expenses related to the Company’s operations, administration and transactions that are to be borne by the Company; and (iv) clarify the Adviser’s indemnification standard is consistent with the NASAA Omnibus Guidelines.
In connection with the TPG Transaction closing on November 1, 2023, the Company entered into an amended and restated investment management agreement (the “Investment Management Agreement”) with its Adviser. Under applicable law, the TPG Transaction resulted in an assignment and automatic termination of the Prior Investment Management Agreement. The Investment Management Agreement became effective upon the closing of the TPG Transaction and the terms of the Investment Management Agreement are identical to the Prior Investment Management Agreement. On September 26, 2023, the Company’s shareholders approved the Investment Management Agreement.
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Unless earlier terminated as described below, the Investment Management Agreement will remain in effect until November 1, 2025 and from year to year thereafter if approved annually by the vote of the Board of Trustees of the Company or by the vote of a majority of the outstanding voting securities of the Company, and the vote of a majority of the Company’s Independent Trustees. The Investment Management Agreement will automatically terminate in the event of assignment. The Investment Management Agreement may be terminated by (1) the Company without penalty on 60 days’ written notice, (2) by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s trustees, or (3) the Adviser on 120 days’ written notice.
From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.
The Investment Management Agreement also provides that the Company reimburses the Adviser for certain organizational costs incurred prior to the commencement of the Company’s operations, and for certain offering costs.
As of June 30, 2024 and December 31, 2023, the Company has approximately $1.8 million and $2.4 million, respectively, payable to the Adviser for organizational, offering and operating costs, which is included in “accrued expenses and other liabilities payable to affiliate” and “due to affiliate” on the statements of assets and liabilities.
Under the terms of the Investment Management Agreement, the Company will pay the Adviser a base management fee and may also pay to it certain incentive fees. The cost of both the base management fee and the incentive fee will ultimately be borne by the Company’s shareholders.
The base management fee is calculated at an annual rate of 1.25% of the Company’s net assets. For services rendered under the Investment Management Agreement, the base management fee is payable monthly in arrears. The base management fee is calculated based on the Company’s net assets at the first business day of the applicable month. For the first calendar month in which the Company has operations, net assets will be measured as the beginning net assets as of the date on which the Company begins operations. Base management fees for any partial month or quarter will be appropriately pro-rated.
For the three and six months ended June 30, 2024, the Company accrued approximately $3.4 million and $6.1 million, respectively, of base management fees payable to the Adviser. For the three and six months ended June 30, 2023, the Company accrued approximately $1.8 million and $3.4 million, respectively, of base management fees payable to the Adviser. As of June 30, 2024 and December 31, 2023, base management fees payable by the Company to the Adviser were approximately $3.4 million and $2.3 million, respectively.
Pursuant to the Investment Management Agreement, the Adviser is entitled to an incentive fee (“Incentive Fee”), which consists of two components; an incentive fee based on income and an incentive fee based on capital gains.
The portion based on the Company’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement entered into between the Company and the Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any shareholder servicing and/or distribution fees).
Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount (“OID”), debt instruments with payment-in-kind (“PIK”) interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.
Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized).
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The Company will pay the Adviser an incentive fee quarterly in arrears with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:
No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25% per quarter (5.0% annualized) (the “hurdle rate” or “Hurdle”);
100% of the dollar amount of the Company’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the Hurdle but is less than a rate of return of 1.43% (5.72% annualized). The Company refers to this portion of its Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 12.5% of the Company’s Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and 12.5% of the dollar amount of the Company’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized). This reflects that once the Hurdle is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser.
These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.
The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with GAAP. The Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain.
For the three and six months ended June 30, 2024, the Company accrued approximately $4.8 million and $8.4 million, respectively, of income incentive fees. For the three and six months ended June 30, 2023, the Company accrued approximately $1.9 million and $3.6 million, respectively, of income incentive fees. As of June 30, 2024 and December 31, 2023, the Company had approximately $4.8 million and $2.8 million, respectively, of income incentive fees payable, respectively.
As of June 30, 2024, the Company had approximately $551,000 of accrued capital gains incentive fees, of which none were paid or payable to the Adviser. As of December 31, 2023, the Company had approximately $496,000 of capital gains incentive fees payable.

Shareholder Servicing and/or Distribution Fees — Class S and Class D

On March 1, 2023, the Company entered into an Intermediary Manager Agreement with Foreside Financial Services, LLC, as its “Intermediary Manager” and principal underwriter in connection with the offering of the shares of the Company.
The Intermediary Manager is a broker-dealer registered with the SEC is a member of the Financial Industry Regulatory Authority (“FINRA”).
The following table shows the shareholder servicing and/or distribution fees we pay the Intermediary Manager under the Intermediary Manager Agreement with respect to the Class S, Class D and Class I shares on an annualized basis as a percentage of our NAV for such class. The shareholder servicing and/or distribution fees will be paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month.
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Shareholder Servicing
and/or Distribution
Fee as a% of NAV
 
Class S shares
0.85%
Class D shares
0.25%
Class I shares
%
Subject to FINRA and other limitations on underwriting compensation, we will pay a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV for the Class S shares and a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV for the Class D shares, in each case, payable monthly.
The Adviser has voluntarily agreed to pay up to 0.60% of the shareholder servicing and/or distribution fee on Class S shares sold for a one-year period beginning October 1, 2023.
The shareholder servicing and/or distribution fees will be paid monthly in arrears. The shareholder servicing and/or distribution fees are similar to sales commissions. The distribution and servicing expenses borne by the participating brokers may be different from and substantially less than the amount of shareholder servicing and/ or distribution fees charged. The Intermediary Manager will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and, at the request of the Fund, will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under our DRIP. The distribution and servicing plan adopted in compliance with Rule 12b-1 is a compensation plan, which means that the Intermediary Manager is compensated regardless of its expenses, as opposed to a reimbursement plan which reimburses only for expenses incurred. The Intermediary Manager does not retain any shareholder servicing and/or distribution fees for profit. All shareholder servicing and/or distribution fees are held in a retention account by the Intermediary Manager to pay for and/or reimburse the Adviser for distribution-related expenditures.
Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Intermediary Manager, at the request of the Fund, will waive the shareholder servicing and/or distribution fee that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.
For the three and six months ended June 30, 2024, the Company accrued approximately $123,000 and $211,000, respectively, of Class S shareholder servicing and distribution fees, of which $87,000 and $149,000, respectively, of servicing fees were waived. For the three and six months ended June 30, 2024, the Company accrued approximately $1,000 of Class D shareholder servicing and distribution fees. For the three and six months ended June 30, 2023, the Company did not accrue servicing fees.

Expense Support and Conditional Reimbursement Agreement

The Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser on October 25, 2022. The Adviser may elect to pay certain expenses (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest or distributions and/or shareholder servicing fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.

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Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment”. “Available Operating Funds” means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

No Reimbursement Payment for any month will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the “Operating Expense Ratio” (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. Pursuant to the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing operating expenses, less organizational and offering expenses, base management and incentive fees owed to Adviser, and interest expense, by net assets.

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

For the three and six months ended June 30, 2024 and 2023, no such Expense Payments were made by the Adviser.
Affiliated Transactions
The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the Company’s Independent Trustees, and in some cases, the prior approval of the SEC. The Company intends to rely on exemptive relief that has been granted by the SEC to the Company, the Adviser, and TPG Angelo Gordon to permit the Company to co-invest with other funds managed by the Adviser or TPG Angelo Gordon, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.
Pursuant to such exemptive relief, the Company is generally permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board of Trustees make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, and (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing. In certain situations where co-investment with one or more funds managed by TPG Angelo Gordon is not permitted or appropriate, TPG Angelo Gordon will need to decide which funds will proceed with the investment. TPG Angelo Gordon will make these determinations based on its policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.
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Investment in Affiliated Funds
The Company holds equity investments through its interest in the affiliated funds, Twin Brook Equity Holdings, LLC and Twin Brook Segregated Holdings, LLC. These were created to hold equity interest that are purchased alongside the underlying portfolio companies’ debt.
Fair value for the three and six months ended June 30, 2024 and 2023, and transactions of the Company’s investments in affiliates were as follows:
Investment in Affiliated Funds at Fair Value for the Three Months Ended June 30, 2024
(Amounts in thousands)Fair Value as of April 1, 2024Gross AdditionsGross ReductionsNet Realized Gain (Loss)Net Change in Unrealized
Appreciation (Depreciation)
Fair Value as of
June 30, 2024
Dividend, Interest, PIK and Other
Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC$62,105 $8,339 $(77)$35 $(508)$69,894 $ 
Twin Brook Segregated Equity Holdings, LLC21    (2)19 
Total non-controlled/affiliated investments$62,126 $8,339 $(77)$35 $(510)$69,913 $ 
Investment in Affiliated Funds at Fair Value for the Six Months Ended June 30, 2024
(Amounts in thousands)Fair Value as of January 1, 2024Gross AdditionsGross ReductionsNet Realized Gain (Loss)Net Change in Unrealized
Appreciation (Depreciation)
Fair Value as of
June 30, 2024
Dividend, Interest, PIK and Other
Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC$54,697 $14,389 $(314)$35 $1,087 $69,894 $ 
Twin Brook Segregated Equity Holdings, LLC17    2 19  
Total non-controlled/affiliated investments$54,714 $14,389 $(314)$35 $1,089 $69,913 $ 
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Investment in Affiliated Funds at Fair Value for the Three Months Ended June 30, 2023
(Amounts in thousands)Fair Value as of April 1, 2023Gross AdditionsGross ReductionsNet Realized Gain (Loss)Net Change in Unrealized
Appreciation (Depreciation)
Fair Value as of
June 30, 2023
Dividend, Interest, PIK and Other
Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC$33,380 $3,542 $(2)$ $1,644 $38,564 $ 
Total non-controlled/affiliated investments$33,380 $3,542 $(2)$ $1,644 $38,564 $ 
Investment in Affiliated Funds at Fair Value for the Six Months Ended June 30, 2023
(Amounts in thousands)Fair Value as of January 1, 2023Gross AdditionsGross ReductionsNet Realized Gain (Loss)Net Change in Unrealized
Appreciation (Depreciation)
Fair Value as of
June 30, 2023
Dividend, Interest, PIK and Other
Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC$27,468 $6,933 $(2)$ $4,165 $38,564 $ 
Total non-controlled/affiliated investments$27,468 $6,933 $(2)$ $4,165 $38,564 $ 
Note 7.  Derivatives
The Company may enter into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial stability of those counterparties.
For the three and six months ended June 30, 2024, the Company’s monthly average USD notional exposure to foreign currency forward contracts was approximately $1,391,000 and $1,521,000, respectively.
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The effect of foreign currency forward contracts on the consolidated statements of operations during the three and six months ended June 30, 2024 was as follows:
Three Months Ended June 30, 2024
Six Months Ended June 30, 2024
Net change in unrealized gain (loss) on foreign currency forward contracts$(30)$37 
Realized (loss) on foreign currency forward contracts46 14 
The Company has not applied counterparty netting or collateral netting; as such, the amounts of cash collateral received and posted are not offset against the derivative assets and derivative liabilities in the consolidated statements of assets and liabilities.
There were no derivative transactions entered in to or outstanding for the three and six months ended June 30, 2023.
Hedging
The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship. For derivative instruments designated in qualifying hedge relationships, the change in fair value of the hedging instrument are recorded as interest expense and in the consolidated statements of operations.
The table below presents the impact to the consolidated statements of operations from derivative assets and liabilities designated in a qualifying hedge accounting relationship for the three and six months ended June 30, 2024 and the 2023:

(Amounts in thousands)Three Months Ended June 30, 2024Three Months Ended June 30, 2023Six Months Ended June 30, 2024Six Months Ended June 30, 2023Financial Statement Location
Interest rate swaps$(247)$ $(526)$ Interest expense
Hedged items$526 $ $526 $ Interest expense


The table below presents the carrying value of unsecured borrowings as of June 30, 2024 that are designated in a qualifying hedging relationship and the related cumulative hedging adjustment (increase/(decrease)) from current and prior hedging relationships included in such carrying values:
DescriptionCarrying Value (Amounts in thousands)Cumulative Hedging Adjustments (Amounts in thousands)
Tranche A Notes$90,000 $(758)
Tranche B Notes$150,000 $(576)

There were no unsecured borrowings as of December 31, 2023 that were designated in a qualifying hedging relationship.
Note 8.  Commitments and Contingencies
Commitments
The Company’s investment portfolio contains debt investments that are in the form of revolving lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements.
Unfunded portfolio company commitments and funded debt investments are presented on the consolidated schedule of investments and are fair valued. Unrealized appreciation or depreciation, if any, is included in the consolidated statements of assets and liabilities and consolidated statements of operations.
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As of June 30, 2024 and December 31, 2023, the Company had the following outstanding commitments to fund investments in current portfolio companies:
Portfolio CompanyJune 30, 2024December 31, 2023
First lien senior secured debt(Amounts in thousands)(Amounts in thousands)
50Floor, LLC$53 $53 
626 Holdings Equity, LLC51 118 
A.P.A Industries, LLC1,523 1,523 
Abrasive Technology Intermediate, LLC97 97 
ACES Intermediate, LLC7,114 7,114 
Advanced Lighting Acquisition, LLC324 324 
ADVI Health, LLC1,062 1,062 
Advocate RCM Acquisition Corp2,902 2,902 
AEP Passion Intermediate Holdings, Inc.9 16 
AFC Industries, Inc.59 4,628 
Affinitiv, Inc.248 248 
Agility Intermediate, Inc.53 53 
AHR Intermediate, Inc6,286 7,072 
Alcresta Buyer, Inc.16,797  
Alliance Environmental Group, LLC12 3 
ALM Media, LLC2,274 971 
Altamira Material Solutions, LP26 37 
AM Buyer, LLC95 95 
American Family Care, LLC5,977  
Answer Acquisition, LLC759 9 
Apex Dental Partners, LLC135 167 
Aptitude Health Holdings, LLC267 214 
Aquatic Sales Solutions, LLC70 70 
ASC Ortho Management, LLC17 57 
Ascend Plastic Surgery Partners MSO LLC24,879  
Ascent Lifting, Inc.2,500 2,500 
ASP Global Acquisition, LLC421 485 
AvCarb, LLC38 38 
Banner Buyer, LLC296 370 
Barkley, LLC2,300 2,300 
BBG Intermediate Holdings, Inc.4 4 
BCI Burke Holding Corp.185 185 
Beacon Oral Specialists Management LLC188 188 
Beghou Consulting, LLC2,120 2,714 
Behavior Frontiers, LLC1,344 38 
Benefit Plan Administrators of Eau Claire, LLC1,710 6,122 
Bestop, Inc13,854  
Bio Agri Mix Holdings Inc.85 87 
BPCP EE Intermedco LLC3,387 3,387 
BPCP NSA Intermedco, Inc16,372  
BPCP WLF Intermedco LLC7,538 7,876 
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Portfolio CompanyJune 30, 2024December 31, 2023
Brightview, LLC13  
BSC Top Shelf Blocker LLC2,256  
Bulk Lift International, LLC1,672 1,801 
Canadian Orthodontic Partners Corp.42 23 
CAP KSI Holdings LLC12,762  
Certified Collision Group Acquisition Corp19 19 
Champion Motorsports Group, LLC56 56 
Change Academy at Lake of the Ozarks, LLC2,064 2,556 
CL Services Acquisition, LLC11,674 4,976 
Community Care Partners, LLC38 31 
Copperweld Group, Inc.139 139 
Cosmetic Solutions, LLC252 344 
CPS HVAC Group, LLC8 141 
CPS Power Buyer, LLC3,673 4,348 
CR Services Intermediate, LLC94 101 
Custom Agronomics Holdings, LLC1,965 2,161 
DealerOn Inc.314 314 
Dermatology Medical Partners OpCo, LLC9 9 
Diamondback Buyer, LLC26 56 
DNS IMI Acquisition Corp42 42 
Domino Equipment Company, LLC31 66 
Double E Company, LLC783 2,167 
Dykstra's Auto, LLC94 112 
Edko Acquisition, LLC26 38 
EH Management Company, LLC38 26 
Empire Equipment Company, LLC439 439 
EMSAR Acquisition LLC13 13 
Endodontic Practice Partners, LLC14,951 5,415 
Engelman Baking Co., LLC 200 
E-Phoenix Acquisition Co. Inc.75 75 
ERG Buyer, LLC2,763  
Esquire Deposition Solutions, LLC2,053 3,061 
Ever Fresh Fruit Company, LLC3,203 1,380 
Exclusive Concepts, LLC30 2,880 
Fastlap, LLC16,386  
Flourish Research Acquisition, LLC1,197 3,433 
Formulated Buyer, LLC86 234 
Franchise Fastlane, LLC15 15 
FreshAddress, LLC30 30 
FYZICAL Buyer, LLC2,439  
GENIUS BIDCO LLC8,231  
Geriatric Medical and Surgical Supply, LLC248 248 
Gold Medal Holdings, Inc.4,082 5 
Golden Bear PT Partners, LLC22 22 
GPSTrackit Holdings, LLC3,708  
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Portfolio CompanyJune 30, 2024December 31, 2023
GS XX Corporation2,381  
Green Monster Acquisition, LLC 11 
Guardian Dentistry Practice Management, LLC4,188 4 
H2 Holdco, Inc.23,057 7,349 
HEC Purchaser Corp.7,059  
Helpware, Inc.3,374 3,880 
Highland Acquisition, Inc.341 30 
HLSG Intermediate, LLC16 239 
Home Brands Group Holdings, Inc.48 48 
HTI Intermediate, LLC3,613  
Hultec Buyer, LLC3,680 2,819 
Hydromax USA, LLC228 228 
Icelandirect, LLC6 6 
Icreon Holdings, LLC1,071 803 
IMA Group Management Company, LLC188 201 
Industrial Air Flow Dynamics, Inc.2,537 2,537 
Infolinks Media Buyco, LLC38 38 
Innovative FlexPak, LLC125  
IPC Pain Acquisition, LLC1,140 2,240 
Ironhorse Purchaser, LLC3,779 2,471 
ISSA, LLC50 131 
ITSavvy LLC2,012 2,012 
Johns Byrne LLC4,039 4,039 
Juniper Landscaping Holdings LLC4,324 7,099 
K-1 Packaging Group, LLC.6,748 6,748 
Kaizen Auto Care, LLC152  
Kalkomey Enterprises, LLC 77 
Kittyhawk, Inc3,571  
Kwalu, LLC5,061 5,061 
Lawn Care Holdings Purchaser, Inc828 4,506 
Leonard Group, Inc.234 234 
Load One Purchaser Corporation9,787 9,787 
MacKenzie Childs Acquisition, Inc.1,799 1,799 
MacNeill Pride Group Corp.215 332 
Mad Rose Company, LLC395 395 
Main Street Gourmet, LLC26 38 
Mattco Forge, Inc.506 506 
Medical Technology Associates, Inc.1,966 1,966 
MetaSource, LLC39 94 
Millennia Patient Services, LLC53 53 
Montway LLC150 150 
MRC Keeler Acquisition, LLC150 150 
MWEC Management, LLC2,609 2,606 
My Buyer, LLC5,499  
Nasco Healthcare Inc.2,242 3,322 
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Portfolio CompanyJune 30, 2024December 31, 2023
NEFCO Holding Company, LLC8,560 6,316 
Nelson Name Plate Company81 90 
Network Partners Acquisition, LLC38 150 
NH Kronos Buyer, Inc.12,705 12,705 
Nimlok Company, LLC320 320 
NTM Acquisition Corp1,176 1,176 
NutriScience Innovations, LLC131 131 
Optimized Marketing Acquisition, LLC1,861 1,861 
Outerbox, LLC6,357  
P and R Dental Strategies, LLC20 23 
Palmetto Technology Group, LLC14,142  
Peak Dental Services, LLC 38 
Peak Investment Holdings, LLC404 404 
Peninsula MMGY Corporation3,691 3,691 
Pentec Acquisition Corp. 75 
PHGP MB Purchaser, Inc.41 88 
Pink Lily Holdings, LLC63 63 
Polycorp Ltd18,583  
PPW Acquisition, LLC24 30 
PRA Acquisition, LLC56 56 
Premier Early Childhood Education Partners LLC5,350 9,570 
PRM Management Company, LLC1,969  
Purpose Home Health Acquisition, LLC10,054 1,956 
Qin's Buffalo, LLC6,125 105 
Quality Liaison Services of North America, Inc1,629 1,629 
Raneys, LLC3,781 4,825 
Reliable Medical Supply LLC792 112 
Renovation Systems, LLC1,528 1,719 
Revival Animal Health, LLC105 34 
RKD Group, LLC6,872 4,905 
RMS Health Care Management, LLC1,584 3,018 
Rose Paving, LLC717 4,319 
RQM Buyer, Inc.116 165 
RTP Acquisition, LLC 38 
Sage Dental Management, LLC3,802 49 
SAMGI Buyer, Inc.138 138 
SASE Company, LLC 20 
SCA Buyer, LLC84  
SCP Beverage Buyer, LLC9 25 
SCP ENT and Allergy Services, LLC256 256 
Shasta Buyer, LLC2,199 2,081 
ShiftKey, LLC110 110 
Signature Dental Partners LLC15,580  
Silver Falls MSO, LLC12 79 
SimiTree Acquisition LLC128 137 
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Portfolio CompanyJune 30, 2024December 31, 2023
SIMKO Merger Sub, LLC4,839 6,818 
Sixarp, LLC6,912 6,912 
Soccer Post Acquisition, LLC1,779 1,856 
Southeast Primary Care Partners, LLC225 225 
Southern Orthodontic Partners Management, LLC8,138 92 
Southern Sports Medicine Partners, LLC27 35 
Spear Education Holdings, LLC7,290 4,463 
Spectrum Solutions, LLC240 267 
SPG Holdco, LLC2,070 2,070 
Star Dental Partners LLC5,792 11,806 
Starwest Botanicals Acquisition, LLC 96 
Stax Holding Company, LLC60 60 
Steel City Wash, LLC16 16 
Storm Smart Buyer LLC92 105 
Sun Orchard, LLC5,336 5,336 
Surplus Solutions, LLC1,505 1,771 
Teel Plastics, LLC324 324 
The Channel Company, LLC29 45 
The Chempetitive Group, LLC13,919  
Trademark Global, LLC18 18 
Treat Planet Acquisition, LLC1,965 1,965 
Triad Technologies, LLC332 332 
TruBlue LLC3,761  
TSR Concrete Coatings, LLC537 1,534 
U.S. Urology Partners, LLC1,401 1,401 
United Land Services Opco Parent, LLC259 259 
Universal Pure, LLC2,640 5,139 
US Foot and Ankle Specialists, LLC2,699 439 
USALCO, LLC59 59 
USSC Holding Corp23,856  
Vanguard Packaging, LLC4,408 535 
Varsity DuvaSawko Operating Corp.4,497 537 
Varsity Rejuvenate Partners, LLC8,377 8,377 
Vehicle Accessories, Inc.818 38 
VetEvolve Holdings, LLC11,747 14,699 
Vital Care Buyer, LLC11,618 580 
WCI Volt Purchaser, LLC2,249 2,249 
Western Veterinary Partners, LLC24 24 
Westminster Cracker Company, Inc.1,426 1,534 
White Label Communications, LLC1,534 1,534 
Wolf Gordon Inc3,809  
WTWH Buyer, LLC1,638 1,638 
Yard-Nique, Inc5,713 6,030 
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Portfolio CompanyJune 30, 2024December 31, 2023
Zipline Logistics, LLC5,438 6,214 
Total unfunded portfolio company commitments$621,425 $324,051 
Other Commitments and Contingencies
From time to time, the Company may become a party to certain legal proceedings during the normal course of business. As of June 30, 2024, management was not aware of any material pending or threatened litigation.
Note 9.  Net Assets
Equity Issuances

As of June 30, 2024 and December 31, 2023, the Company had 50,347,937 and 31,438,430, respectively, shares issued and outstanding with a par value of $0.001 per share.
The following tables summarize transactions in common shares during the three and six months ended June 30, 2024 and 2023:
Three Months Ended June 30, 2024Six Months Ended June 30, 2024
SharesAmount in ThousandsSharesAmount in Thousands
Class I:
Proceeds from shares sold8,146,223$206,631 17,183,789$436,398 
Share transfers between classes
19,456495 19,456495 
Distributions reinvested196,9735,020 356,7149,080 
Repurchased shares, net of early repurchase reduction (19,539)(487)
Net increase (decrease)8,362,652$212,146 17,540,420$445,486 
Three Months Ended June 30, 2024Six Months Ended June 30, 2024
SharesAmount in ThousandsSharesAmount in Thousands
Class S:
Proceeds from shares sold700,503$17,811 1,316,269$33,464 
Share transfers between classes
(4,112)(105)(4,112)(105)
Distributions reinvested30,867785 59,5561,514 
Net increase (decrease)727,258$18,491 1,371,713$34,873 
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Three Months Ended June 30, 2024Six Months Ended June 30, 2024
SharesAmount in ThousandsSharesAmount in Thousands
Class D:
Proceeds from shares sold5,530$141 30,306$771 
Share transfers between classes
(15,344)(390)(15,344)(390)
Distributions reinvested72115 1,50835 
Net increase (decrease)(9,093)$(234)16,470$416 
Three Months Ended June 30, 2023Six Months Ended June 30, 2023
SharesAmount in ThousandsSharesAmount in Thousands
Class I:
Proceeds from shares sold1,921,844$49,325 2,227,236$57,140 
Distributions reinvested11,162284 11,162284 
Net increase (decrease)1,933,006$49,609 2,238,398$57,424 
Dividends
The following table reflects dividends declared on common shares during the six months ended June 30, 2024 and 2023:

For the Six Months Ended June 30, 2024
Class I
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2024January 31, 2024February 29, 2024$0.2300 $7,355 
February 26, 2024February 29, 2024March 31, 2024$0.2300 $7,809 
March 28, 2024March 31, 2024April 30, 2024$0.2300 $9,064 
April 27, 2024April 30, 2024May 31, 2024$0.2300 $9,566 
May 28, 2024May 31, 2024June 30, 2024$0.2300 $9,937 
June 27, 2024June 30, 2024July 31, 2024$0.2300 $10,987 

For the Six Months Ended June 30, 2024
Class S
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2024January 31, 2024February 29, 2024$0.2246 $329 
February 26, 2024February 29, 2024March 31, 2024$0.2250 $363 
March 28, 2024March 31, 2024April 30, 2024$0.2246 $410 
April 27, 2024April 30, 2024May 31, 2024$0.2248 $439 
May 28, 2024May 31, 2024June 30, 2024$0.2246 $531 
June 27, 2024June 30, 2024July 31, 2024$0.2248 $575 

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For the Six Months Ended June 30, 2024
Class D
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2024January 31, 2024February 29, 2024$0.2246 $3 
February 26, 2024February 29, 2024March 31, 2024$0.2250 $11 
March 28, 2024March 31, 2024April 30, 2024$0.2246 $12 
April 27, 2024April 30, 2024May 31, 2024$0.2248 $10 
May 28, 2024May 31, 2024June 30, 2024$0.2246 $10 
June 27, 2024June 30, 2024July 31, 2024$0.2248 $6 
For the Six Months Ended June 30, 2023
Class I
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
March 27, 2023March 31, 2023April 28, 2023$0.1800 $3,825 
April 26, 2023April 28, 2023May 31, 2023$0.1800 $4,019 
May 25, 2023May 31, 2023June 30, 2023$0.1800 $4,103 
June 27, 2023June 30, 2023July 28, 2023$0.1800 $4,173 

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which it reinvests all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our Company’s distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Share Repurchase Plan

The Company has implemented a share repurchase program under which, at the discretion of the Board, the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. For the avoidance of doubt, such target amount is assessed each calendar quarter. The Board may amend or suspend the share repurchase program at any time (including to offer to purchase fewer shares) if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter, or may only be available in an amount less than 5% of our Common Shares outstanding.

The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder; in the event that a shareholder’s shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance; due to trade or operational error; and repurchases of shares submitted by discretionary model portfolio
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management programs (and similar arrangements) as approved by the Company. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

The following table presents the share repurchases completed during the six months ended June 30, 2024:
Tender Offer Expiration DateTotal Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Repurchased(1)
Price paid Per ShareTender Offer Valuation Date
Amount Repurchased (all classes) (in thousands)(2)
Maximum number of shares that may yet be purchased under the repurchase plan(3)
January 30, 202419,539 0.1 %$25.43 December 31, 2023$487 0
(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction.
(3) All repurchases were satisfied in full.

During the six months ended June 30, 2023, no shares were repurchased.

Character of Distributions
The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

All of the dividends declared during the six months ended June 30, 2024 and 2023 were derived from ordinary income, as determined on a tax basis. Taxable income is an estimate and is not fully determined until the Company's tax return is filed.


Note 10.  Merger with AG Twin Brook BDC, Inc.

On July 28, 2023, the Company completed its previously announced acquisition of AGTB via merger, with the Company continuing as the surviving company. As of the effective time, each share of AGTB’s common stock, par value $0.001 per share, outstanding immediately prior to the effective time was converted into the right to receive $20.00 per share in cash, without interest, subject to any applicable withholding taxes. The Company paid cash consideration in connection with the AGTB Transaction of approximately $193 million and had transaction costs of approximately $0.8 million. The Company acquired $186 million of investments at amortized cost and fair value, with $7 million in other assets net of other liabilities.

The AGTB Transaction was accounted for as an asset acquisition of AGTB by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues, with the fair value of total consideration paid and transaction costs allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the AGTB Transaction. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill.

Immediately following the AGTB Transaction, the investments were marked to their respective fair values and, as a result, the purchase premium (transaction costs) allocated to the cost basis of the investments acquired was immediately recognized as unrealized depreciation in the Consolidated Statements of Operations. The purchase premium allocated to the loan investments acquired will amortize over the life of each respective loan as an offset to interest income with a corresponding adjustment recorded as unrealized appreciation on such loans acquired through their ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of
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such equity investments at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the AGTB Transaction:

Amounts (in thousands)
Total purchase price:$194,199 
Assets acquired:
Investments, at fair value (amortized cost of $185,876)
186,264 
Cash15,567 
Accrued interest receivable2,396 
Other assets(1)
2,164 
Total assets acquired206,391 
Liabilities assumed:
Distribution payable9,726 
Other liabilities3,216 
Total liabilities assumed12,942 
Net assets acquired$193,449 
Total purchase premium (transaction costs)$750 
(1)Other assets include a $2 million waiver receivable from AGTB’s adviser for operating expenses.
Note 11.  Income Taxes
Taxable income generally differs from net increase (decrease) in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.
The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital or total distributable earnings (losses), as appropriate. There were $776,000 and $1,366,000 of permanent book-to-tax differences for the three and six months ended June 30, 2024. In addition, there were $1,186,000 and $2,552,000 of permanent book-to-tax differences for the three and six months ended June 30, 2023.

Note 12.  Financial Highlights
The following are financial highlights for a common share outstanding for Class I, S, and D for the six months ended June 30, 2024 and 2023.


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(Amounts in thousands, except share and per share amounts)Six Months Ended
June 30, 2024
Class IClass S*Class D*
Per share data:
Net asset value, beginning of period$25.41 $25.41 $25.41 
Net investment income (loss)(1)
1.41 1.38 1.38 
Net realized and unrealized gain (loss)(2)
0.01 0.01 0.01 
Total from operations1.42 1.39 1.39 
Dividends declared(1.38)(1.35)(1.35)
Total increase (decrease) in net assets0.04 0.04 0.04 
Net asset value, end of period$25.45$25.45$25.45
Shares outstanding, end of period47,765,9582,552,92329,056
Total return(3)(12)
5.7%5.6%5.6%
Ratios / supplemental data
Ratio of total expenses to average net assets(4)(5)(6)
10.1%10.4 %10.4 %
Ratio of total net operating expenses to average net assets(4)(5)(7)
0.6%0.6%0.6%
Ratio of net investment income (loss) before taxes to average net assets(4)(5)(9)
11.2 %10.9 %10.9 %
Ratio of net investment income (loss) after taxes to average net assets(4)(5)(9)
11.1 %10.9 %10.8 %
Net assets, end of period$1,215,466 $64,962 $739 
Weighted average shares outstanding39,569,7581,959,04834,071
Portfolio turnover rate(10)
7.6 %7.6 %7.6 %
Asset coverage ratio(11)
204.3 %204.3 %204.3 %
*Class S inception date on October 1, 2023; Class D inception date on December 1, 2023.
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AG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
(Amounts in thousands, except share and per share amounts)
Six Months Ended June 30, 2023
Class I
Per share data:
Net asset value, beginning of period$25.25 
Net investment income (loss)(1)
1.02 
Net realized and unrealized gain (loss)(2)
0.20 
Total from operations1.22 
Dividends declared(0.72)
Total increase (decrease) in net assets0.50 
Net asset value, end of period$25.75 
Shares outstanding, end of period23,183,428
Total return(3)(12)
4.9%
Ratios / supplemental data
Ratio of total expenses to average net assets(4)(5)(6)
5.6%
Ratio of total net operating expenses less interest and tax expense to average net assets(4)(5)(7)
0.6%
Ratio of net investment income (loss) before taxes to average net assets(4)(5)(8)
4.2%
Ratio of net investment income (loss) after taxes to average net assets(4)(5)(9)
4.0%
Net assets, end of period$596,869
Weighted average shares outstanding21,890,401
Portfolio turnover rate(10)
11.2%
Asset coverage ratio(11)
241.0%
(1)The per share data was derived using the weighted average shares outstanding during the period.
(2)The amount shown at this caption includes the balancing amount derived from other figures in the schedule. The amount shown does not correspond with the aggregate amount for the period due to the effect of the timing of capital transactions.
(3)Total return is calculated as the change in NAV per share during the period, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s distribution reinvestment plan, divided by the opening NAV per share. Total return does not include upfront transaction fee, if any.
(4)Annualized.
(5)Average net assets are computed using the average monthly net assets during the reporting period.
(6)Ratio of total expenses to average net assets is computed using total expenses net of waivers from the Administrator, if applicable. Included in total expenses are incentive fees of 0.8%, as a percent of average net assets for the six months ended June 30, 2024 for Class I, Class S, and Class D. Additionally, included in total expenses for the six months ended June 30, 2023 are incentive fees of 0.7%. The impact of the waiver included in total expenses net of waivers was 0.3% for Class S shares and was not applicable to Class D or Class I shares for the six months ended June 30, 2024. There were no waivers for the six months ended June 30, 2023.
(7)Ratio of net operating expenses to average net assets is computed using total operating expenses net of interest expense, tax expense, organizational expense, offering expense, management fees, incentive fees, and waivers from the Administrator, if applicable.
(8)Ratio of net investment income (loss) before taxes to average net assets does not include applicable tax expenses that are not attributable to the Company itself but are taxes to a consolidated subsidiary to the Company and thus shown on the Consolidated Statements of Operations.
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AG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
(9)Ratio of net investment income (loss) after taxes to average net assets includes applicable tax expenses that are not attributable to the Company itself, but are taxes to a consolidated subsidiary to the Company and thus shown on the Consolidated Statements of Operations.
(10)Portfolio turnover rate is calculated using the lesser of total sales or total purchases over the average of the investments at fair value for the periods reported.
(11)Asset coverage ratio is equal to (i) the sum of (A) net assets at the end of the period and (B) total debt outstanding at the end of the period, divided by (ii) total debt outstanding at the end of the period.
(12)Not annualized.
Note 13.  Subsequent Events
The Company’s management evaluated subsequent events through the date of issuance of these consolidated financial statements. There have been no subsequent events that occurred that would require disclosure in, or would be required to be recognized in, these consolidated financial statements, except as discussed below:

Subsequent Subscriptions and Dividend Declarations

The Company received approximately $31 million of net proceeds, inclusive of distributions reinvested through the Company’s distribution reinvestment plan, relating to the issuance of Class I shares, Class S shares and Class D shares for subscriptions effective July 1, 2024. Additionally, the Company received approximately $37 million of net proceeds relating to the issuance of Class I shares, Class S shares and Class D shares for subscriptions effective August 1, 2024.

As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2024, the Adviser has voluntarily agreed to pay up to 0.25% of the shareholder servicing and/or distribution fee for the period between October 1, 2024 through September 30, 2025 on Class S shares sold in the Company’s continuous offering of Common Shares.

On July 24, 2024, the Company’s Board declared net distributions of $0.2300, $0.2246, and $0.2246 per Class I share, Class S share, and Class D share, respectively, payable on August 28, 2024 to shareholders of record as of July 31, 2024.

On August 9, 2024, ASPV Borrower entered into Amendment No. 1 to Loan, Security and Collateral Management Agreement (the “First Amendment”), by and among ASPV Borrower, as borrower, AGTB Fund Manager, LLC, as the collateral manager, Ally Bank, as administrative agent, and swingline lender, Western Alliance Trust Company, N.A., as the collateral custodian, and the lenders from time to time party thereto, which amends the Loan, Security and Collateral Management Agreement dated as of December 13, 2022.

The First Amendment amends the ASPV Credit Facility to, among other things: (i) increase the initial maximum principal amount from $300 million to $500 million, subject to availability under a borrowing base, (ii) reduce the interest rate on revolving loans from daily simple SOFR plus 2.875% per annum to daily simple SOFR plus 2.40% per annum and (iii) extend the termination date of the lenders’ obligation to make revolving commitments under the ASPV Credit Facility from December 12, 2025 to August 9, 2027 and extend the final scheduled maturity date from December 12, 2027 to August 9, 2029.

Effective July 26, 2024, the Company repurchased 38,837 shares for $968,502, net of Early Repurchase Deductions, when applicable.


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
In this quarterly report on Form 10-Q, or this "report," we refer to AG Twin Brook Capital Income Fund and its consolidated subsidiaries as "we," "us," the "Company," "TCAP," or "our," unless we specifically state otherwise or the context indicates otherwise. We refer to our investment adviser, AGTB Fund Manager, LLC, as our "Adviser," and we refer to the direct parent company of our Adviser, Angelo, Gordon & Co., L.P., as "TPG Angelo Gordon." The Adviser serves as the Company’s Administrator and may also be referred to herein as "Administrator".
Forward-Looking Statements
The information contained in this section should be read in conjunction with “Item 1. Financial Statements.” This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2023 and Part II, Item 1A of and elsewhere in this Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.
These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about TCAP, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the U.S. Securities and Exchange Commission (the “SEC”) including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. This quarterly report on 10-Q contains statistics and other data that have been obtained from or compiled from information made available by third-party service providers. We have not independently verified such statistics or data. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934 Act, as amended (the “1934 Act”).
Overview
We are an externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Formed as a Delaware statutory trust on January 27, 2022, we are externally managed by the Adviser, a wholly-owned subsidiary of TPG Angelo Gordon, a diversified credit and real estate investing platform within TPG Inc. (“TPG”) (Nasdaq: TPG), a leading global alternative investment firm. Our Adviser is registered as an investment adviser with the SEC. We also intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code.
On November 1, 2023, TPG completed the previously announced acquisition of TPG Angelo Gordon pursuant to which TPG Angelo Gordon, including our Adviser (which also serves as our Administrator), became indirect subsidiaries of TPG. In connection with the closing of the TPG Transaction, on November 1, 2023, the Company entered into an amended and restated investment management agreement (the “Investment Management Agreement”) with the Adviser. Under applicable law, the TPG Transaction resulted in an assignment and automatic termination of the prior amended and restated investment management agreement (the “Prior Investment Management Agreement”). Our shareholders approved the Investment Management Agreement at a special meeting of our shareholders held on September 26, 2023. All material terms in the Investment Management Agreement are unchanged from the Prior Investment Management Agreement.
Pursuant to our Investment Management Agreement, subject to the overall supervision of our board of trustees (the “Board”), our Adviser manages our day-to-day operations, and provides investment advisory and management services to
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us. Our Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments, and monitoring our investments and portfolio companies on an ongoing basis.
Under our Investment Management Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the allocable portion of expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the costs of compensation and related expenses of our chief compliance officer, chief financial officer, general counsel and their respective staffs.
As a BDC, we must invest at least 70% of our assets in “eligible portfolio companies,” generally, U.S. private operating companies (or small U.S. public operating companies with a market capitalization of less than $250 million). As a BDC, we may also invest up to 30% of our portfolio in non-eligible portfolio company investments, such as investments in non-U.S. companies, which may include investments in a “passive foreign investment company” (a “PFIC”). Because we have elected to be regulated as a BDC, and we intend to continue to qualify as a RIC under the Code, our portfolio will also be subject to the diversification and other requirements under the Code.
Investments
We invest principally in privately originated senior secured loans to U.S. middle market companies, which we believe have consistent capital needs and have not only been underserved in recent years by traditional providers of capital such as banks and the public debt markets, but also for a variety of reasons may prefer working with experienced non-bank lenders. Our origination strategy focuses on the middle market private equity community. This financing is utilized for a variety of purposes, including to fund organic growth, acquisitions, recapitalizations, management buyouts and leveraged buyouts for companies with revenue generally under $500 million. In describing our business, we generally use the term “middle market” to refer to companies with EBITDA of between $3 million and $50 million annually; however, we typically invest in companies with EBITDA of less than $25 million. Notwithstanding the foregoing, the Adviser may determine whether companies qualify as “middle market” in its sole discretion, and we may from time to time invest in larger or smaller companies.
By investing predominantly in senior secured debt, we expect to reduce our risk of principal loss and deliver more stable returns over time as compared with investments in bonds, unsecured loans, mezzanine investments and public, private and project equity. However, we may also invest opportunistically in other parts of the capital structure, including senior secured stretch and unitranche facilities, second lien loans, mezzanine and mezzanine-related loans, and equity investments, as well as select other subordinated instruments either directly or through acquisitions in the secondary market.
The level of our investment activity depends on many factors, including the amount of debt and equity capital available to prospective portfolio companies, the level of merger, acquisition and refinancing activity for such companies, the availability of credit to finance transactions, the general economic environment and the competitive environment for the types of investments we make.
As a BDC, we must invest at least 70% of our assets in “eligible portfolio companies,” generally, U.S. private operating companies (or small U.S. public operating companies with a market capitalization of less than $250 million). As a BDC, we may also invest up to 30% of our portfolio in non-eligible portfolio company investments, such as investments in non-U.S. companies, which may include investments in a “passive foreign investment company.” Because we have elected to be regulated as a BDC, and we intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code, our portfolio will also be subject to the diversification and other requirements under the Code. Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other TPG Angelo Gordon funds. From time to time, we may co-invest with other TPG Angelo Gordon funds.
Revenues
We generate revenues primarily through the receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees and from dividends on direct equity investments. In addition, we may generate revenue in the form of commitment, origination, administration, amendment, and loan servicing fees. Loan origination fees, original issue discount and market discount or premium are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income. We record contractual prepayment premiums on loans and debt securities as interest income.
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Our debt investment portfolio consists of primarily floating rate loans. As of June 30, 2024, 99.9% of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as Term SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.
Dividend income that we receive from our ownership of private securities is recorded pursuant to the terms of the respective investments.
Expenses
Our primary operating expenses include the payment of fees to the Adviser under the Investment Management Agreement, our allocable portion of expenses under the Administration Agreement, interest expense related to borrowings outstanding, and other operating costs described below.
We are responsible for all costs and expenses incurred in connection with the operations of the Company and locating, structuring, consummating, maintaining and disposing of investments and potential investments (whether or not the acquisition is consummated), including but not limited to legal, regulatory, accounting and other professional or third-party costs or disbursements including travel, rent or lodging, out-of-pocket expenses of the Adviser, the fees and expenses of any independent counsel engaged by the Adviser and out-of-pocket expenses related to third-party service providers (including loan servicer fees), placement agent fees and expenses, advertising expenses, litigation expenses, brokerage commissions, clearing and settlement charges and other transaction costs, custody fees, interest expenses, financing charges, initial and variation margin, broken deal expenses, compensation (which may include fees or performance-based compensation) of Advisers, consultants and finders, joint venture partners, or other professionals relating to the Company’s operations and investments or potential investments (whether or not completed), which may include costs incurred to attend or sponsor networking and other similar events hosted by both for-profit and not-for-profit organizations (which may include organizations affiliated with current or prospective investors), specific expenses incurred in connection with the Company’s information and data technology systems, fees of pricing and valuation services, appraisal costs and brokerage expenses. We will also bear all commitment fees and any transfer or recording taxes, registration fees and other expenses in connection with acquisitions and dispositions of investments, and all expenses relating to the ownership and operation of investments, including taxes, interest, insurance, and other fees and expenses. Travel expenses may include first-class airfare and limited use of private or charter aircraft, as well as premium accommodations, in accordance with our Adviser’s policies related thereto.
In addition, we will bear all costs of the administration of the Company, including but not limited to accounting expenses (including accounting systems) and expenses relating to audit, legal and regulatory expenses (including filings with U.S. and non-U.S. regulators and compliance obligations), costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws, fees and expenses of any administrators in connection with the administration of the Company, expenses relating to the maintenance of registered offices of the Company to the extent provided by unaffiliated service providers, temporary office space of non-employee consultants or auditors, blue sky and corporate filing fees and expenses, corporate licensing expenses, indemnification expenses, costs of holding any meetings or conferences of investors or their delegates or Advisers (including meetings of the Adviser and related activities), Independent Trustees’ fees and expenses, costs of any litigation or threatened litigation or costs of any investigation or legal inquiries involving Company activities (including regulatory sweeps), the cost of any liability insurance or fidelity coverage for the Company, including any trustees’ and officers’ liability insurance and key-person life insurance policies, maintained with respect to liabilities arising in connection with the activities of our trustees and officers conducted on behalf of the Company, costs associated with reporting and providing information to existing and prospective investors, including printing and mailing costs, wind-up and liquidation expenses, and any extraordinary expenses arising in connection with the operations of the Company.
From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders, subject to the cap on organization and offering expenses described above.
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Leverage
In accordance with the 1940 Act, we can borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings, subject to certain limitations. We may from time to time increase the size of our existing credit facilities, enter into new credit facilities or issue new debt securities. Any such incurrence would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.
As of June 30, 2024, we had borrowings of $1,228.9 million outstanding at an average all-in rate of 7.82%, which is included in debt on the consolidated statements of assets and liabilities. As of December 31, 2023, the Company had borrowings of $643.0 million outstanding at an average all-in rate of 7.96%. We incurred approximately $18.3 million and $32.4 million and $9.2 million and $16.5 million of interest and unused commitment fees for the three and six months ended June 30, 2024 and 2023, respectively, which is included in interest expense on the consolidated statements of operations. The carrying values of borrowings outstanding under the debt facilities approximate fair value. See Note 5 to the consolidated financial statements for information on the Company’s debt.
Portfolio and Investment Activity
As of June 30, 2024, based on fair value, our portfolio consisted of 97.01% first lien senior secured debt investments and 2.99% investments in affiliated funds that hold our equity co-investments. As of December 31, 2023, based on fair value, our portfolio consisted of 96.09% first lien senior secured debt investments and 3.91% investments in affiliated funds that hold our equity co-investments.
As of June 30, 2024, we had investments in 217 portfolio companies with an aggregate fair value of $2.3 billion. As of December 31, 2023, we had investments in 195 portfolio companies with an aggregate fair value of $1.4 billion.
Our investment activity for the three months ended June 30, 2024 and 2023 is presented below (information presented herein is at par value unless otherwise indicated).
(Amounts in thousands)Three Months Ended June 30, 2024Three Months Ended June 30, 2023
Principal amount of investments committed (including add-ons):
First lien senior secured debt investments$779,918 $126,498 
Investment in affiliated funds8,339 3,542 
Total principal amount of investments committed$788,257 $130,040 
Principal amount of investments sold or repaid:
First lien senior secured debt investments$(92,880)$(46,651)
Investment in affiliated funds(77)(2)
Total principal amount of investments sold or repaid$(92,957)$(46,653)
New debt investments(1):
New commitments$311,661 $110,983 
Number of new commitments in new portfolio companies(2)
126
Average new commitment amount$25,972 $18,497 
Weighted average term for new commitments (in years)4.9 4.6 
Percentage of new commitments at floating rates100.0 %100.0 %
Percentage of new commitments at fixed rates— %— %
(1)Amounts shown exclude add-on transactions to existing portfolio companies during the period.
(2)Number of new debt investment commitments represent commitments to a particular portfolio company.
As of June 30, 2024 and December 31, 2023 our investments consisted of the following:

June 30, 2024December 31, 2023
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(Amounts in thousands)Amortized CostFair ValueAmortized CostFair Value
First lien senior secured debt$2,268,645 $2,266,885 $1,344,371 $1,343,692 
Sponsor subordinated note14 13 13 
Investment in affiliated funds64,345 69,913 50,235 54,714 
Total investments$2,333,004 $2,336,807 $1,394,619 $1,398,419 

The table below describes investments by industry composition based on fair value as of June 30, 2024 and December 31, 2023:
June 30, 2024December 31, 2023
Aerospace and defense0.1 %0.1 %
Air freight and logistics0.9 %1.5 %
Auto components3.3 %1.6 %
Chemicals1.8 %0.9 %
Commercial services and supplies2.7 %3.0 %
Construction and engineering3.0 %4.5 %
Containers and packaging3.5 %5.0 %
Distributors0.1 %0.2 %
Diversified consumer services5.4 %7.7 %
Electrical equipment2.0 %0.8 %
Electronic equipment, instruments and components0.6 %1.1 %
Food and staples retailing1.9 %2.8 %
Food products2.3 %3.8 %
Gas utilities0.1 %0.1 %
Health care equipment and supplies3.0 %3.5 %
Health care providers and services28.9 %29.0 %
Health care technology1.3 %2.2 %
Household durables3.8 %5.6 %
Industrial Conglomerates0.6 %1.1 %
Internet and direct marketing retail0.4 %0.8 %
IT services2.2 %1.5 %
Leisure equipment and products0.3 %0.2 %
Leisure products— %0.1 %
Life sciences tools and services1.7 %0.1 %
Machinery4.5 %2.5 %
Media10.1 %8.7 %
Metals and mining0.1 %0.2 %
Multiline retail2.2 %— %
Multisector holdings3.0 %3.9 %
Pharmaceuticals0.1 %0.1 %
Personal products0.1 %0.2 %
Professional services0.7 %1.1 %
Real estate management and development0.1 %0.2 %
Semiconductors and semiconductor equipment— %0.1 %
Software2.8 %1.2 %
Specialty retail1.0 %1.0 %
Trading companies and distributors5.3 %3.5 %
Water utilities0.1 %0.1 %
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Total100.0 %100.0 %
As of June 30, 2024, 99.9% of our investments were based in the United States and 0.1% were based in Canada. As of December 31, 2023, 99.9% of our investments were based in the United States and 0.1% were based in Canada.
The weighted average yields and interest rates of our funded debt investments as of June 30, 2024 and December 31, 2023 were as follows:
June 30, 2024December 31, 2023
Weighted average total yield of funded debt investments at cost (1)
11.5 %11.7 %
Weighted average total yield of funded debt investments at fair value(1)
11.5 %11.7 %
Weighted average spread over reference rates of all floating rate funded debt investments6.0 %5.4 %
(1)Calculated using actual interest rates in effect as of June 30, 2024 and December 31, 2023 based on borrower elections.
The weighted average yield of our funded debt investments is not the same as a return on investment for our shareholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates of each investment as of each respective date, including accretion of original issue discount, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.
Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
comparisons to other companies in the portfolio company’s industry; and
review of monthly or quarterly financial statements and financial projections for portfolio companies.
As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all debt investments on a scale of A to F. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:
Investment RatingDescription
AA loan supported by exceptional financial strength, stability and liquidity;
BAs a general rule, a new transaction will be risk rated a “B” loan. Overtime, a “B” loan is supported by good financial strength, stability and liquidity;
CA loan that is exhibiting deteriorating trends, which if not corrected could jeopardize repayment of the debt. In general, a default by the borrower of one of its financial performance covenants (leverage or coverage ratios) would warrant a downgrade of a loan to a risk rating of “C”;
DA loan that has a well-defined weakness that jeopardizes the repayment of the debt or the ongoing enterprise value of the borrower;
EA loan that has an uncured payment default; and
FAn asset that is considered uncollectible or of such little value that its continuance as a booked asset is unwarranted.
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Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated C through F, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.
The following table shows the composition of our debt investments on the A to F rating scale as of June 30, 2024 and December 31, 2023:
June 30, 2024December 31, 2023
Investment RatingInvestments
at Fair Value
Percentage of
Total
Debt Investments
Investments
at Fair Value
Percentage of
Total
Debt Investments
(Amounts in thousands)
A$— — $— — 
B2,207,868 97.5 %1,306,541 97.2 %
C50,438 2.2 %32,215 2.4 %
D5,200 0.2 %2,461 0.2 %
E3,379 0.1 %2,476 0.2 %
F— — — — 
Total$2,266,885 100.0 %$1,343,693 100.0 %

The following table shows the amortized cost of our performing and non-accrual debt investments as of June 30, 2024 and December 31, 2023:
June 30, 2024December 31, 2023
(Amounts in thousands)Amortized CostPercentageAmortized CostPercentage
Performing$2,265,399 99.9 %$1,344,384 100.0 %
Non-accrual3,260 0.1 %— — 
Total$2,268,659 100.0 %$1,344,384 100.0 %



The Merger with AGTB Private BDC

On January 1, 2023, we completed the merger (the “Merger”) with AGTB Private BDC (“Private BDC”), with TCAP continuing as the surviving company and Private BDC continuing as the accounting survivor. Therefore, all comparative consolidated financial statements prior to the Merger are those of the Private BDC.

Pursuant to the Merger Agreement, TCAP and Private BDC caused the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware on December 30, 2022. The Merger became effective on January 1, 2023 (the “Effective Time”), as agreed to by the parties and specified in the Certificate of Merger. At the Effective Time, common shares of beneficial interest, par value $0.001 per share, of Private BDC outstanding immediately prior to the Effective Time were converted into a number of Class I shares of beneficial interest, par value $0.001 per share, of TCAP (the “TCAP Common Shares”) equal to a ratio of one to one. As a result, we issued an aggregate of approximately 20.9 million TCAP Common Shares to former Private BDC shareholders. The TCAP Common Shares issued and outstanding immediately prior to the Effective Time remained outstanding upon the Effective Time and were unaffected by the Merger. As a result, immediately following the Merger, we had approximately 20,945,030 Class I shares outstanding, and no Class S or D shares outstanding.
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The Merger with AG Twin Brook BDC, Inc.

On July 28, 2023, we completed the previously announced acquisition of AG Twin Brook BDC, Inc., a Delaware corporation (“AGTB”) via merger, with the Company continuing as the surviving company. As of the effective time, each share of AGTB’s common stock, par value $0.001 per share, outstanding immediately prior to the effective time was converted into the right to receive $20.00 per share in cash, without interest, subject to any applicable withholding taxes. We paid cash consideration in connection with the AGTB Transaction of approximately $193 million and had transaction costs of approximately $0.8 million. We acquired $186 million of investments at amortized cost and fair value, with $7 million in other assets net of other liabilities.

The AGTB Transaction was accounted for as an asset acquisition of AGTB by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues, with the fair value of total consideration paid and transaction costs allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the AGTB Transaction. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill.

Immediately following the AGTB Transaction, the investments were marked to their respective fair values and, as a result, the purchase premium (transaction costs) allocated to the cost basis of the investments acquired was immediately recognized as unrealized depreciation in the Consolidated Statements of Operations. The purchase premium allocated to the loan investments acquired will amortize over the life of each respective loan as an offset to interest income with a corresponding adjustment recorded as unrealized appreciation on such loans acquired through their ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the AGTB Transaction:

Amounts (in thousands)
Total purchase price:$194,199 
Assets acquired:
Investments, at fair value (amortized cost of 185,876)
186,264 
Cash15,567 
Accrued interest receivable2,396 
Other assets(1)2,164 
Total assets acquired206,391 
Liabilities assumed:
Distribution payable9,726 
Other liabilities3,216 
Total liabilities assumed12,942 
Net assets acquired$193,449 
Total purchase premium (transaction costs)$750 
(1)Other assets include a $2 million waiver receivable from AGTB’s Adviser for operating expenses.
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Results of Operations
The following table represents the operating results for the three and six months ended June 30, 2024, and 2023:


(Amounts in thousands)Three Months Ended June 30, 2024Three Months Ended June 30, 2023Six Months Ended June 30, 2024Six Months Ended June 30, 2023
Total investment income$63,719 $28,643 $112,481 $53,710 
Less: expenses and taxes30,172 16,282 53,842 $31,386 
Net investment income (loss)33,547 12,361 58,639 22,324 
Net realized gain (loss)311 — 279 (18)
Net change in unrealized gain (loss)189 1,673 40 4,364 
Net increase (decrease) in net assets resulting from operations$34,047 $14,034 $58,958 $26,670 
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio.

Investment Income
Investment income for the three and six months ended June 30, 2024, and 2023, were as follows:
(Amounts in thousands)Three Months
Ended
June 30,
2024
Three Months
Ended
June 30,
2023
Six Months Ended
June 30,
2024
Six Months Ended
June 30,
2023
Interest$60,839 $28,253 $107,587 $52,350 
Payment-in-kind interest471 59 1,278 101 
Other2,409 331 3,616 1,259 
Total investment income$63,719 $28,643 $112,481 $53,710 
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Increases in interest and other investment income were driven by deployment of capital, rising interest rates and an increase in investment activity. Total investments as of June 30, 2024 were $2.3 billion as compared to $984 million as of June 30, 2023.

Expenses
Expenses for the three and six months ended June 30, 2024, and 2023, were as follows:

(Amounts in thousands)Three Months
Ended
June 30,
2024
Three Months
Ended
June 30,
2023
Six Months Ended
June 30,
2024
Six Months Ended
June 30,
2023
Interest$19,669 $9,625 $35,127 $17,317 
Income incentive fees4,807 1,915 8,390 3,585 
Management fees3,437 1,770 6,084 3,410 
Professional fees531 721 1,085 1,273 
Offering costs377 836 716 1,618 
Other458 357 618 643 
Insurance fees308 23 461 112 
Accounting fees141 114 310 272 
Trustees' fees45 45 90 89 
Distribution and shareholder servicing fees:
Class D— — 
Class S123 — 211 — 
Administrative fees363 321 595 1,072 
Organizational costs— — — 528 
Capital gains incentive fees62 209 55 543 
Total expenses$30,322 $15,936 $53,743 $30,462 
Distribution and shareholder servicing fees waived(87)— (149)— 
Net expenses$30,235 $15,936 $53,594 $30,462 
Increases in interest and other expenses were driven by the Company’s continued deployment of capital, rising interest rates and an increase in investment activity and leverage.
Increases in incentive fees are correlated to an increase in results from operations. For the three and six months ended June 30, 2024, there were net increases in net assets resulting from operations of $34.0 million and $59.0 million, driving the increase in incentive fees, compared to the three and six months ended June 30, 2023, there were net increases in net assets resulting from operations of $14.0 million and $26.7 million. Increases in management fees were driven by the increase in net assets during the periods presented. The increase in net assets was primarily driven by net capital activity.

Under the terms of the Administration Agreement and Investment Management Agreement, we reimburse the Administrator and Adviser, respectively, for services performed for us. In addition, pursuant to the terms of these agreements, the Administrator and Adviser may delegate its obligations under these agreements to an affiliate or to a third party and we reimburse the Administrator and Adviser for any services performed for us by such affiliate or third party.
For the three and six months ended June 30, 2024, the Administrator charged approximately $363,000 and $595,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement. For the three and six months ended June 30, 2023, the Administrator charged approximately $321,000 and $1,072,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement.

Income Taxes, including Excise Taxes
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We intend to elect to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To continue to qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from corporate-level U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income. For the three and six months ended June 30, 2024 and 2023, we did not accrue U.S. federal excise tax.

We conduct certain activities through our wholly-owned subsidiaries, Twin Brook Equity XVIII Corp., and Twin Brook Equity XXXIII Corp., both of which are Delaware corporations. They are treated as corporations for United States federal income tax purposes and are subject to U.S. federal, state or local income tax. For the three and six months ended June 30, 2024 and 2023, the Company accrued $32,000 current federal tax. For the three and six months ended June 30, 2024 and 2023 the Company accrued approximately $(95,000), $216,000, $346,000 and $924,000, respectively, of deferred federal tax related to the corporations, which is included in “deferred federal tax provision” on the consolidated statements of operations.
Net Change in Unrealized Gains (Losses) on Investment Transactions
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and six months ended June 30, 2024 and 2023, net unrealized gains (losses) on our investment transactions were as follows:
(Amounts in thousands)Three Months
Ended
June 30,
2024
Three Months
Ended
June 30,
2023
Six Months Ended
June 30,
2024
Six Months Ended
June 30,
2023
Investments219167334364
Foreign currency forward contracts(30)— 37 — 
Net change in unrealized gain (loss) on investment transactions$189 $1,673 $40 $4,364 
For the three months ended June 30, 2024, the net unrealized gains from investments were primarily driven by changes in market conditions since March 31, 2024.
Net Realized Gains (Losses) on Investment Transactions
The realized gains and losses on fully and partially exited portfolio companies during the three and six months ended June 30, 2024 and 2023, were as follows:

(Amounts in thousands)Three Months
Ended
June 30,
2024
Three Months
Ended
June 30,
2023
Six Months Ended
June 30,
2024
Six Months Ended
June 30,
2023
Non-controlled, non-affiliated investments$230 $— $230 $(18)
Non-controlled, affiliated investments35 — 35 — 
Foreign currency forward contracts46 — 14 — 
Net realized gain (loss) on investments$311 $— $279 $(18)
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Financial Condition, Liquidity, and Capital Resources
Our liquidity and capital resources are generated primarily from the net proceeds of our continuous offering of common shares, cash flows from interest, dividends and fees earned from our investments and principal repayments, and credit facilities. The primary uses of our cash are (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including paying our Adviser and Administrator or its affiliates), (3) debt service of any borrowings and (4) cash distributions to the holders of our shares.
We may from time to time increase the size of our existing credit facilities. Any such incurrence would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. There were $1,228.9 million outstanding borrowings as of June 30, 2024. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.
Cash as of June 30, 2024, taken together with our available debt capacity of $91.0 million, is expected to be sufficient for our investing activities and to conduct our operations.
As of June 30, 2024 we had $178.5 million in cash. During the six months ended June 30, 2024, we used $880.0 million in cash for operating activities, primarily as a result of funding portfolio investments of $1,066.7 million and partially offset by other operating activities of $186.8 million. Net cash provided by financing activities was $995.8 million during the period, primarily the result of proceeds from the issuance of common shares and debt borrowings.
Equity
At the Effective Time of the Merger, common shares of beneficial interest, par value $0.001 per share, of Private BDC outstanding immediately prior to the Effective Time were converted into a number of TCAP Common Shares equal to a ratio of one to one. As a result, TCAP issued an aggregate of approximately 20.9 million TCAP Common Shares to former Private BDC shareholders. The TCAP Common Shares issued and outstanding immediately prior to the Effective Time remained outstanding upon the Effective Time and were unaffected by the Merger. As a result, immediately following the Merger, TCAP had approximately 20,945,030 Class I shares outstanding, and no Class S or D shares outstanding.
As of June 30, 2024, the Company had 50,347,937 shares issued and outstanding with a par value of $0.001 per share.
The following tables summarize transactions in common shares during the three and six months ended June 30, 2024 and 2023:
Three Months Ended June 30, 2024Six Months Ended June 30, 2024
SharesAmount in ThousandsSharesAmount in Thousands
Class I:
Proceeds from shares sold8,146,223$206,631 17,183,789$436,398 
Share transfers between classes19,456495 19,456495 
Distributions reinvested196,9735,020 356,7149,080 
Repurchased shares, net of early repurchase reduction— (19,539)(487)
Net increase (decrease)8,362,652$212,146 17,540,420$445,486 
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Three Months Ended June 30, 2024Six Months Ended June 30, 2024
SharesAmount in ThousandsSharesAmount in Thousands
Class S:
Proceeds from shares sold700,503$17,811 1,316,269$33,464 
Share transfers between classes(4,112)(105)(4,112)(105)
Distributions reinvested30,867785 59,5561,514 
Net increase (decrease)727,258$18,491 1,371,713$34,873 
Three Months Ended June 30, 2024Six Months Ended June 30, 2024
SharesAmount in ThousandsSharesAmount in Thousands
Class D:
Proceeds from shares sold5,530$141 30,306$771 
Share transfers between classes(15,344)(390)(15,344)(390)
Distributions reinvested72115 1,50835 
Net increase (decrease)(9,093)$(234)16,470$416 

Three Months Ended June 30, 2023Six Months Ended June 30, 2023
SharesAmount in ThousandsSharesAmount in Thousands
Class I:
Proceeds from shares sold1,921,844$49,325 2,227,236$57,140 
Distributions reinvested11,162284 11,162284 
Net increase (decrease)1,933,006$49,609 2,238,398$57,424 

Net Asset Value per Share and Offering Price
The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table presents each month-end NAV per share for the common shares during the six months ended June 30, 2024:

NAV Per Share
For the Months EndedClass IClass SClass D
January 31, 2024$25.43 $25.43 $25.43 
February 29, 2024$25.43 $25.43 $25.43 
March 31, 2024$25.40 $25.40 $25.40 
April 30, 2024$25.43 $25.43 $25.43 
May 31, 2024$25.44 $25.44 $25.44 
June 30, 2024$25.45 $25.45 $25.45 

Dividends
We plan to make monthly dividends at the Board’s discretion, starting with the first monthly distribution declared in March 2023. The following table reflects dividends declared on common shares during the six months ended June 30, 2024.

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For the Six Months Ended June 30, 2024
Class I
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2024January 31, 2024February 29, 2024$0.2300 $7,355 
February 26, 2024February 29, 2024March 31, 2024$0.2300 $7,809 
March 28, 2024March 31, 2024April 30, 2024$0.2300 $9,064 
April 27, 2024April 30, 2024May 31, 2024$0.2300 $9,566 
May 28, 2024May 31, 2024June 30, 2024$0.2300 $9,937 
June 27, 2024June 30, 2024July 31, 2024$0.2300 $10,987 

For the Six Months Ended June 30, 2024
Class S
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2024January 31, 2024February 29, 2024$0.2246 $329 
February 26, 2024February 29, 2024March 31, 2024$0.2250 $363 
March 28, 2024March 31, 2024April 30, 2024$0.2246 $410 
April 27, 2024April 30, 2024May 31, 2024$0.2248 $439 
May 28, 2024May 31, 2024June 30, 2024$0.2246 $531 
June 27, 2024June 30, 2024July 31, 2024$0.2248 $575 

For the Six Months Ended June 30, 2024
Class D
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2024January 31, 2024February 29, 2024$0.2246 $
February 26, 2024February 29, 2024March 31, 2024$0.2250 $11 
March 28, 2024March 31, 2024April 30, 2024$0.2246 $12 
April 27, 2024April 30, 2024May 31, 2024$0.2248 $10 
May 28, 2024May 31, 2024June 30, 2024$0.2246 $10 
June 27, 2024June 30, 2024July 31, 2024$0.2248 $

The following table reflects dividends declared on common shares for the six months ended June 30, 2023:

For the Six Months Ended June 30, 2023
Class I
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
March 27, 2023March 31, 2023April 28, 2023$0.1800 $3,825 
April 26, 2023April 28, 2023May 31, 2023$0.1800 $4,019 
May 25, 2023May 31, 2023June 30, 2023$0.1800 $4,103 
June 27, 2023June 30, 2023July 28, 2023$0.1800 $4,173 

Character of Distributions
The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and fee and expense reimbursement waivers from the Adviser, which is subject to recoupment, or the Administrator, if any.

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All of the dividends declared for the three and six months ended June 30, 2024 and 2023 and were derived from ordinary income, as determined on a tax basis. Taxable income is an estimate and is not fully determined until the Company’s tax return is filed.

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which it reinvests all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our Company’s distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Share Repurchase Plan
The Company has implemented a share repurchase program under which, at the discretion of the Board, the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. For the avoidance of doubt, such target amount is assessed each calendar quarter. The Board may amend or suspend the share repurchase program at any time (including to offer to purchase fewer shares) if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter, or may only be available in an amount less than 5% of our Common Shares outstanding.

The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder; in the event that a shareholder’s shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance; due to trade or operational error; and repurchases of shares submitted by discretionary model portfolio management programs (and similar arrangements) as approved by the Company. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

The following table presents the share repurchases completed during the six months ended June 30, 2024:
Tender Offer Expiration DateTotal Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Repurchased(1)
Price paid Per ShareTender Offer Valuation Date
Amount Repurchased (all classes) (in thousands)(2)
Maximum number of shares that may yet be purchased under the repurchase plan(3)
January 30, 202419,539 0.1 %$25.43 December 31, 2023$487 0
(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction.
(3) All repurchases were satisfied in full.

During the six months ended June 30, 2023, no shares were repurchased.
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Debt
In accordance with the 1940 Act, we can borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings, subject to certain limitations.
For the three and six months ended June 30, 2024 and 2023, the components of interest expense were as follows:
(Amounts in thousands)Three Months Ended
June 30, 2024
Three Months Ended
June 30, 2023
Six Months Ended
June 30, 2024
Six Months Ended
June 30, 2023
Interest expense$18,314 $9,196 $32,369 $16,450 
Amortization of deferred financing costs794 429 1,424 867 
Change in unrealized from interest rate swaps designated for hedging (Note 6)561 — 1,334 — 
Total interest expense$19,669 $9,625 $35,127 $17,317 
Average interest rate7.89 %7.46 %7.85 %7.30 %
Average daily borrowings$913,532 $414,790 $789,318 $386,850 
Credit Facilities

MSPV Credit Facility

On June 17, 2022, Twin Brook Capital Funding XXXIII MSPV, LLC, as borrower (the “MSPV Borrower”), an indirect, wholly-owned subsidiary of the Company, entered into a new loan and servicing agreement (as amended, supplemented or otherwise modified from time to time, the “MSPV Credit Facility”) with Twin Brook Capital Funding XXXIII, LLC, as the transferor (the “Transferor”), AGTB Fund Manager, LLC, as the servicer, Morgan Stanley Asset Funding, Inc., as administrative agent, the lenders from time to time party thereto and The Bank of New York Mellon Trust Company, National Association, as the collateral agent, account bank and collateral custodian.
From time to time, the Transferor expects to sell and/or contribute certain investments to the MSPV Borrower. Proceeds from the MSPV Credit Facility will be used to finance the origination and acquisition of loans by the MSPV Borrower, including the purchase of such assets from the Transferor. The Company retains a residual interest in assets contributed to or acquired by the MSPV Borrower through its ownership of the MSPV Borrower. The MSPV Borrower is subject to meet financial covenants under the MSPV Credit Facility agreement. As of June 30, 2024 and December 31, 2023, the MSPV Borrower was in compliance with all such covenants.

The MSPV Borrower may, subject to the applicable prepayment premium, prepay the loans and/or terminate or reduce the revolving commitments under the MSPV Credit Facility at any time without penalty. The obligation of the lenders to make revolving commitments under the MSPV Credit Facility will terminate on June 17, 2027 (the “Reinvestment Period”) with a scheduled final maturity date of May 28, 2029. The revolving loans are subject to an interest rate, during the Reinvestment Period, of Term SOFR plus 2.20% per annum and thereafter, Term SOFR plus 2.70% per annum. Prior to May 28, 2024, when the MSPV Credit Facility was amended, the Reinvestment Period terminated on June 17, 2025, the final maturity date was June 17, 2027, and the revolving loans were subject to an interest rate of Term SOFR plus 2.50% per annum during the Reinvestment Period and Term SOFR plus 3.00% per annum during the period following the Reinvestment Period.

ASPV Credit Facility

On December 13, 2022, Twin Brook Capital Funding XXXIII ASPV, LLC, as borrower (the “ASPV Borrower”), an indirect, wholly-owned subsidiary of the Company, entered into a new Loan, Security and Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, the “ASPV Credit Facility”), with the Transferor, AGTB Fund Manager, LLC, as the collateral manager, Ally Bank, as administrative agent and arranger, Computershare Trust Company, National Association, as the collateral custodian, and the lenders from time to time party
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thereto. On September 19, 2023 the ASPV Credit Facility was amended to appoint Western Alliance Trust Company, N.A., as the successor collateral custodian, and Computershare Trust Company, N.A. resigned as collateral custodian.

From time to time, the Transferor expects to sell and/or contribute certain investments to the ASPV Borrower. Proceeds from the ASPV Credit Facility will be used to finance the origination and acquisition of loans by the ASPV Borrower, including the purchase of such assets from the Transferor. The Company retains a residual interest in assets contributed to or acquired by the ASPV Borrower through its ownership of the ASPV Borrower.

The ASPV Credit Facility created a revolving loan facility with an initial maximum principal amount of $300 million, subject to availability under a borrowing base which consists primarily of commercial loans acquired by the ASPV Borrower from the Transferor, a wholly-owned subsidiary of the Company. The ASPV Borrower may, subject to the applicable prepayment premium, prepay the loans and/or terminate or reduce the revolving commitments under the ASPV Credit Facility at any time without penalty. The obligation of the lenders to make revolving commitments under the ASPV Credit Facility will terminate on December 12, 2025 (the “Reinvestment Period”) with a scheduled final maturity date of December 12, 2027. The revolving loans will be subject to an interest rate of daily simple SOFR plus 2.875% per annum.

The ASPV Credit Facility is secured by all of the assets of the ASPV Borrower and a pledge of equity interests in the ASPV Borrower. The ASPV Borrower is subject to meet financial covenants under the ASPV Credit Facility agreement. As of June 30, 2024 and December 31, 2023, the ASPV Borrower was in compliance with all such covenants.

On August 9, 2024, ASPV Borrower entered into Amendment No. 1 to Loan, Security and Collateral Management Agreement (the “First Amendment”), by and among ASPV Borrower, as borrower, AGTB Fund Manager, LLC, as the collateral manager, Ally Bank, as administrative agent, and swingline lender, Western Alliance Trust Company, N.A., as the collateral custodian, and the lenders from time to time party thereto, which amends the Loan, Security and Collateral Management Agreement dated as of December 13, 2022.

The First Amendment amends the ASPV Credit Facility to, among other things: (i) increase the initial maximum principal amount from $300 million to $500 million, subject to availability under a borrowing base, (ii) reduce the interest rate on revolving loans from daily simple SOFR plus 2.875% per annum to daily simple SOFR plus 2.40% per annum and (iii) extend the termination date of the lenders’ obligation to make revolving commitments under the ASPV Credit Facility from December 12, 2025 to August 9, 2027 and extend the final scheduled maturity date from December 12, 2027 to August 9, 2029.

Truist Credit Facility

On November 17, 2023, the Company, as borrower, entered into a new Senior Secured Revolving Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Truist Credit Facility”), with the lenders and issuing banks party thereto and Truist Bank, as administrative agent.

The Company may prepay any class of loans and/or terminate or reduce the revolving commitments of any class under the Truist Credit Facility at any time without penalty. The obligation of the lenders to make loans under the Truist Credit Facility will terminate on November 17, 2027 and the loan facility is scheduled to mature on November 17, 2028. The revolving loans will be subject to an interest rate of, at the Company’s option, adjusted term SOFR plus 2.00% or the alternate base rate plus 1.00%.

The Truist Credit Facility is guaranteed by Twin Brook Capital Funding XXXIII, LLC (the “Guarantor”), a direct and wholly owned subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future. The Truist Credit Facility is secured by all assets of the Company and the Guarantor. The Company is subject to financial covenants under the Truist Credit Facility agreement. As of June 30, 2024 and December 31, 2023, the Company was in compliance with all such covenants.

As of June 30, 2024, there are approximately $202.0 million in borrowings outstanding on the ASPV Credit Facility, $200.0 million borrowings outstanding on the MSPV Credit Facility and $218.4 million in borrowings outstanding on the Truist Credit Facility. Borrowings under the Company’s facilities are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

The carrying values of borrowings outstanding under the debt facilities approximate fair value. As of June 30, 2024 and December 31, 2023, the asset coverage ratio was 204.3% and 224.2%, respectively.
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Private Placement Notes

On March 19, 2024, the Company entered into a 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”), to qualified institutional investors in a private placement. The Tranche A Notes and the Tranche B Notes bear interest at a rate equal to 7.69% per annum and 7.78% per annum, respectively. The Tranche A Notes and the Tranche B Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company.

Interest on the Tranche A Notes and the Tranche B Notes will be due semiannually on March 19 and September 19 of each year, beginning on September 19, 2024. The Tranche A Notes and the Tranche B Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Tranche A Notes and the Tranche B Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Tranche A Notes and the Tranche B Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured and unsubordinated indebtedness issued by the Company.

In connection with the Tranche A Notes and the Tranche B Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the Tranche A Notes and the Tranche B Notes in a qualifying hedge accounting relationship.

As of June 30, 2024, the Company was in compliance with all covenants and other requirements of each of the Tranche A Notes and Tranche B Notes.
Total debt consisted of the following as of June 30, 2024:
As of June 30, 2024
(Amounts in thousands)Maximum Principal Amount
Committed
Principal Amount Outstanding
Principal Amount Available(1)
Carrying Value(2)
Assets Pledged as Collateral(3)
ASPV Credit Facility$300,000 $202,000 $24,142 $202,000 $337,266 
MSPV Credit Facility500,000 200,000 11,317 200,000 360,600 
Truist Credit Facility350,000 218,400 55,528 218,400 1,056,012 
Tranche A Notes90,000 90,000 — 89,776 — 
Tranche B Notes150,000 150,000 — 149,698 — 
CLO Transaction369,000 369,000 — 369,000 513,016 
Total debt$1,759,000 $1,229,400 $90,987 $1,228,874 $2,266,894 
(1)The amount available reflects any limitations related to the facilities borrowing bases.
(2)Carrying value is inclusive of adjustments for the change in fair value of the effective hedge relationship
(3)Fair market value of the assets held as collateral in the respective credit facility.

Credit facility obligations consisted of the following as of December 31, 2023:

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As of December 31, 2023
(Amounts in thousands)Maximum Principal Amount
Committed
Principal Amount Outstanding
Principal Amount Available(1)
Carrying Value
Assets Pledged as Collateral(2)
ASPV Credit Facility$300,000 $150,000 $56,227 $150,000 $305,690 
MSPV Credit Facility$500,000 $350,300 $29,127 $350,300 $606,827 
Truist Credit Facility$330,000 $142,700 $141,175 $142,700 $431,188 
Total credit facilities$1,130,000 $643,000 $226,529 $643,000 $1,343,705 
(1)The amount available reflects any limitations related to the facilities borrowing bases.
(2)Fair market value of the assets held as collateral in the respective credit facility.
Debt Securitizations

On May 30, 2024, the Company completed an approximately $445.0 million term debt securitization (the “CLO Transaction”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements. The secured notes issued in the CLO Transaction and the secured loan borrowed in the CLO Transaction were issued and incurred, as applicable, by Twin Brook CLO 2024-1 LLC (the “Issuer”), an indirect, wholly-owned, consolidated subsidiary of the Company, and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the Issuer.

The following table presents information on the secured notes and equity interests in the CLO Transaction:

As of June 30, 2024
(Amounts in thousands)Principal OutstandingInterest RateCredit Rating
Class A Senior Secured Floating Rate Notes$161,000 
SOFR + 1.90%
AAA(sf)
Class A-L Senior Secured Floating Rate Loans$100,000 
SOFR + 1.90%
AAA(sf)
Class B Senior Secured Floating Rate Notes$45,000 
SOFR + 2.30%
AA(sf)
Class C Senior Secured Floating Rate Notes$36,000 
SOFR + 2.95%
A(sf)
Class D Senior Secured Floating Rate Notes$27,000 
SOFR + 4.95%
BBB(sf)
Equity Interests$76,000 NoneNot Rated
Total CLO Transaction$445,000 

The secured notes are scheduled to mature on July 20, 2036, unless redeemed by the Issuer, at the direction of the Adviser, serving as collateral manager, on any business day after July 20, 2026.

The Class A Notes, Class A-L Loans, Class B Notes, Class C Notes and Class D Notes (collectively, the “Secured Debt”) are the secured obligations of the Issuer and the Equity Interests are the unsecured obligations of Issuer. The Class A-L Loans may be exchanged by the lenders for Class A Notes at any time, subject to certain conditions under the indenture and related agreements. The indenture governing the CLO Transaction includes customary covenants and events of default.

As part of the CLO Transaction, an wholly owned subsidiary of the Company (the “Retention Holder”) sold and transferred certain middle market loans to the Issuer for the purchase price and other consideration set forth in a loan sale agreement and for future sales from the Retention Holder to the Issuer on an ongoing basis. Such loans constituted the initial portfolio of assets securing the Secured Debt. In connection with such sale and transfer, the Retention Holder made customary representations, warranties and covenants to the Issuer.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

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The Adviser serves as collateral manager to Issuer under a collateral management agreement and is entitled to receive fees for providing the services; however, the Adviser has waived its right to receive such fees but may rescind such waiver at any time.

Short-Term Debt

In order to finance certain investment transactions, the Company may, from time to time, enter into financing agreements, whereby the Company transfers to a third party an investment that it holds in exchange for cash for a period of time, generally not to exceed 180 days from the date it was transferred (each, a “Short Term Financing Transaction”). At the expiration of the agreement, the Company returns the cash and interest to the third party and receives the original investment transferred.

As of June 30, 2024 and December 31, 2023, the Company did not have borrowings under Short-Term Financing Transactions with a third party.
Off-Balance Sheet Arrangements
Portfolio Company Commitments
Our investment portfolio may contain debt investments that are in the form of revolving lines of credit and unfunded delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. Unfunded portfolio company commitments and funded debt investments are presented on the consolidated schedule of investments at fair value. Unrealized appreciation or depreciation, if any, is included in the consolidated statements of assets and liabilities and consolidated statements of operations.
As of June 30, 2024 and December 31, 2023, we had unfunded commitments, including delayed draw term loans and revolvers, with an aggregate principal amount of $621,425 million and $324,051 million, respectively.
We seek to carefully manage our unfunded portfolio company commitments for purposes of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage ratio, to cover any outstanding portfolio company unfunded commitments we are required to fund.
Contractual Obligations
A summary of our contractual payment obligations under our borrowing arrangements as of June 30, 2024 is as follows:

Payment Due by Period
(Amounts in millions)TotalLess than 1 year1-33-5More than 5 years
ASPV Credit Facility$202.0 $— $— $202.0 $— 
MSPV Credit Facility$200.0 $— $— $200.0 $— 
Truist Credit Facility$218.4 $— $— $218.4 $— 
Tranche A Notes$89.8 $— $89.8 $— $— 
Tranche B Notes$149.7 $— $— $149.7 $— 
CLO Transaction$369.0 $369.0 
Total$1,228.9 $— $89.8 $770.1 $369.0 
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the Investment Management Agreement, the Administration Agreement, Expense Support and Conditional Reimbursement Agreement and the Resource Sharing Agreement.
In addition to the aforementioned agreements, we intend to rely on exemptive relief that has been granted to us, our Adviser, and TPG Angelo Gordon to permit us to co-invest with other funds managed by TPG Angelo Gordon in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as any regulatory
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requirements and other pertinent factors. See “Item 1. – Notes to Consolidated Financial Statements – Note 6. Agreements and Related Party Transactions” for further description of our related party transactions.
Critical Accounting Policies
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 21, 2024, and elsewhere in our filings with the SEC. There have been no significant changes this quarter in our critical accounting policies and practices.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Uncertainty with respect to the economic effects of rising interest rates in response to inflation, the Israel-Hamas war and the war in Russia and Ukraine has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below. We are subject to financial market risks, including valuation risk and interest rate risk.
Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and therefore, we will value these investments at fair value as determined in good faith by Adviser, pursuant to Rule 2a-5, based on, among other things, the input of independent third party valuation firm(s) engaged by the Adviser, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We may fund portions of our investments with borrowings on a short term basis, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of June 30, 2024, 99.9% of our debt investments based on fair value in our portfolio were at floating rates. Our credit facilities bear interest at floating rates with no interest rate floor. Our unsecured notes, which bear interest at fixed rates, are hedged by fixed to floating interest rate swaps in order to align the interest rates of our liabilities with our investment portfolio.
Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2024, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments and leverage (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to Term SOFR and there are no changes in our investment and borrowing structure:
(Amounts in millions)Interest IncomeInterest ExpenseNet Income
Up 200 basis points$46.2 $17.8 $28.4 
Up 100 basis points$23.1 $8.9 $14.2 
Down 100 basis points$(23.1)$(8.9)$(14.2)
Down 200 basis points$(46.2)$(17.8)$(28.4)
To a limited extent, we may in the future hedge against interest rate fluctuations by using hedging instruments such as futures, options, swaps and forward contracts, and credit hedging contracts, such as credit default swaps. However, no assurance can be given that such hedging transactions will be entered into or, if they are, that they will be effective.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the period ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 21, 2024 which could materially affect our business, financial condition and/or operating results. The risks are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We did not sell any securities during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act.In addition to other information set forth in this report, you should carefully consider the information regarding repurchases discussed in Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Share Repurchase Plan”, herein.

The following table sets forth information regarding repurchases of our Common Shares pursuant to a tender offer during the quarter ended March 31, 2024 (dollar amounts in thousands, except per share amounts).

Tender Offer Expiration DateTotal Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Repurchased(1)
Price paid Per ShareTender Offer Valuation Date
Amount Repurchased (all classes) (in thousands)(2)
Maximum number of shares that may yet be purchased under the repurchase plan(3)
January 30, 202419,539 0.1 %$25.43 December 31, 2023$487 0

(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction.
(3) All repurchases were satisfied in full.

During the three months ended March 31, 2023, no shares were repurchased.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the fiscal quarter ended June 30, 2024, none of our trustees or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.
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On August 9, 2024, Twin Brook Capital Funding XXXIII ASPV, LLC (the “ASPV Borrower”), an indirect, wholly-owned subsidiary of the Company, entered into Amendment No. 1 to Loan, Security and Collateral Management Agreement (the “First Amendment”), by and among ASPV Borrower, as borrower, AGTB Fund Manager, LLC, as the collateral manager, Ally Bank, as the administrative agent, and swingline lender, Western Alliance Trust Company, N.A., as the collateral custodian, and the lenders from time to time party thereto, which amends the Loan, Security and Collateral Management Agreement dated as of December 13, 2022.

The First Amendment amends the ASPV Credit Facility to, among other things: (i) increase the initial maximum principal amount from $300 million $500 million, subject to availability under a borrowing base, (ii) reduce the interest rate on revolving loans from daily simple SOFR plus 2.875% per annum to daily simple SOFR plus 2.40% per annum and (iii) extend the termination date of the lenders’ obligation to make revolving commitments under the ASPV Credit Facility from December 12, 2025 to August 9, 2027 and extend the final scheduled maturity date from December 12, 2027 to August 9, 2029.

The preceding summary of the First Amendment is not complete and is qualified in its entirety by reference to, and should be read in connection with, the complete copy of the First Amendment attached hereto as Exhibit 10.7 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
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Item 6. Exhibits.

Exhibit No.
Description
3
___________________
*Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused his report to be signed on its behalf by the undersigned thereunto duly authorized.
AG Twin Brook Capital Income Fund
August 12, 2024By:/s/ Trevor Clark
Trevor Clark
Chief Executive Officer
(Principal Executive Officer)
August 12, 2024By:/s/ Terrence Walters
Terrence Walters
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
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