XML 27 R16.htm IDEA: XBRL DOCUMENT v3.25.2
Debt
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt 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, 2025 and December 31, 2024, the asset coverage ratio was 206.1% and 188.3%, respectively.
For the three and six months ended June 30, 2025 and 2024 the components of interest expense were as follows:

(Amounts in thousands)Three Months Ended
June 30, 2025		Three Months
Ended
June 30,
2024		Six Months
Ended
June 30,
2025		Six Months
Ended
June 30,
2024
Interest expense$31,333 $18,314 $61,960 $32,369 
Amortization of deferred financing costs1,787 794 3,570 1,424 
(Gain) loss from interest rate swaps accounted for as hedges and related hedged items
Interest rate swaps(5,084)561 (13,695)1,334 
Hedged items4,569 12,723 
Total interest expense$32,605 $19,669 $64,558 $35,127 
Average interest rate6.73 %7.89 %6.77 %7.85 %
Average daily borrowings$1,705,966 $913,532 $1,707,548 $789,318 
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 required to meet financial covenants under the MSPV Credit Facility agreement. As of June 30, 2025 and December 31, 2024, 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, 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 has a maximum principal amount of $500 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.

On August 9, 2024, the ASPV Credit Facility was amended 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.

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, 2025 and December 31, 2024, 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.

On August 16, 2024, the Truist Credit Facility was amended to, among other things: (i) increase the initial maximum principal amount from $300 million to $975 million, subject to availability under a borrowing base, (ii) increase the additional commitments that the Company may seek from new and existing lenders in the future, up to an aggregate facility size not to exceed $1,462,500,000, and (iii) extend the termination date of the lenders’ obligation to make loans under the Truist Credit Facility from November 17, 2027 to August 16, 2028 and extend the final scheduled maturity date from November 17, 2028 to August 16, 2029.

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 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, 2025 and December 31, 2024, the Company was in compliance with all such covenants.

As of June 30, 2025, there are approximately $277.3 million in borrowings outstanding on the ASPV Credit Facility, $360.0 million in borrowings outstanding on the MSPV Credit Facility and $51.2 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 - Series A

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, 2025 and December 31, 2024, the Company was in compliance with all financial covenants and other requirements of each of the Series A, Tranche A Notes and Tranche B Notes.

Private Placement Notes - Series B

On October 15, 2024, the Company, entered into a First Supplement to the Master Note Purchase Agreement dated as of March 19, 2024 , governing the issuance of $400 million aggregate principal amount of Series B Notes consisting of (i) $85 million aggregate principal amount of 6.42% Series B Senior Notes, Tranche A, due October 15, 2028 (the “Tranche A Notes”), (ii) $25 million aggregate principal amount of Series B Senior Notes, Tranche B, due October 15, 2029 to be issued at a floating rate (the “Tranche B Notes”), and (iii) $290 million aggregate principal amount of 6.52% Series B Senior Notes, Tranche C, due October 15, 2029 (the “Tranche C Notes,” collectively with the Tranche A Notes and Tranche B Notes, the “Series B Notes”), to qualified institutional investors in a private placement. The Tranche B Notes bear interest at a floating interest rate equal to three-month SOFR plus 3.24% per annum. The Series B Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company. All of the Series B Tranche A Notes and the Series B Tranche B Notes and $100 million of the Series B Tranche C Notes were delivered and paid for on October 15, 2024. Of the remaining Series B Tranche C Notes, $100 million and $90 million were delivered and paid for on November 14, 2024 and December 12, 2024, respectively.

Private Placement Notes - Series C

On June 30, 2025, the Company entered into a Second Supplement to the Master Note Purchase Agreement dated as of March 19, 2024, governing the issuance of $100 million aggregate principal amount of Series C Notes consisting of (i) $25 million aggregate principal amount of 6.05% Series C Senior Notes, Tranche A, due June 30, 2028 (the “Series C Tranche A Notes”), and (ii) $75 million aggregate principal amount of 6.40% Series C Senior Notes, Tranche B, due June 30, 2030 (the “Series C Tranche B Notes,” together with the Tranche A Notes, the “Series C Notes”), to qualified institutional investors in a private placement. The Series C Tranche A Notes and the Series C Tranche B Notes bear interest at a rate equal to 6.05% per annum and 6.40% per annum, respectively. The Series C Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company. All of the Series C Tranche A Notes and the Series C Tranche B Notes were delivered and paid for on June 30, 2025.
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, 2025
(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 Interests1
$76,000NoneNot Rated
Total CLO Transaction$445,000 
(1) Equity Interests were retained by the Company as of June 30, 2025.

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, a 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
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, 2025 and December 31, 2024, the Company did not have borrowings under Short-Term Financing Transactions.

Total debt consisted of the following as of June 30, 2025:
As of June 30, 2025
(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$500,000 $277,300 $46,102 $277,300 $503,212 
MSPV Credit Facility500,000 360,000 100,546 360,000 737,701 
Truist Credit Facility975,000 51,200 741,165 51,200 1,830,778 
Series A Tranche A Notes90,000 90,000 — 90,349 — 
Series A Tranche B Notes150,000 150,000 — 151,861 — 
Series B Tranche A Notes85,000 85,000 — 86,025 — 
Series B Tranche B Notes25,000 25,000 — 25,000 — 
Series B Tranche C Notes290,000 290,000 — 293,962 — 
 Series C Tranche A Notes25,000 25,000 — 25,176 — 
 Series C Tranche B Notes75,000 75,000 — 75,049 — 
CLO Transaction369,000 369,000 369,000 440,845 
Total$3,084,000 $1,797,500 $887,813 $1,804,922 $3,512,536 
(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.

Total debt consisted of the following as of December 31, 2024:

As of December 31, 2024
(Amounts in thousands)Maximum Principal Amount
Committed		Principal Amount Outstanding
Principal Amount Available(1)
Carrying Value
Assets Pledged as Collateral(2)
ASPV Credit Facility$500,000 $251,300 $69,062 $251,300 $493,142 
MSPV Credit Facility500,000 191,400 101,922 191,400 505,122 
Truist Credit Facility975,000 299,600 546,860 299,600 1,639,675 
Series A Tranche A Notes90,000 90,000 — 89,732 — 
Series A Tranche B Notes150,000 150,000 — 148,799 — 
Series B Tranche A Notes85,000 85,000 — 84,330 — 
Series B Tranche B Notes25,000 25,000 — 25,000 — 
Series B Tranche C Notes290,000 290,000 — 286,838 — 
CLO Transaction369,000 369,000 — 369,000 442,629 
Total$2,984,000 $1,751,300 $717,844 $1,745,999 $3,080,569 
(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.
Average debt outstanding and weighted average interest rates of outstanding debt for the three and six months ended June 30, 2025 and 2024 were as follows:
Three Months Ended June 30, 2025Three Months Ended June 30, 2024
Weighted Average Interest RateAverage Debt Outstanding (in thousands)Weighted Average Interest RateAverage Debt Outstanding (in thousands)
ASPV Credit Facility6.72%$295,252 8.19%$251,891 
MSPV Credit Facility6.41%$361,976 7.77%$200,502 
Truist Credit Facility7.09%$38,640 7.70%$192,451 
Series A Tranche A Notes7.69%$90,000 7.69%$90,000 
Series A Tranche B Notes7.78%$150,000 7.78%$150,000 
Series B Tranche A Notes6.42%$85,000 
Series B Tranche B Notes7.59%$25,000 
Series B Tranche C Notes6.52%$290,000 
 Series C Tranche A Notes6.05%$275 
 Series C Tranche B Notes6.40%$824 
CLO Transaction6.55%$369,000 7.57%$369,000 
 Total Weighted Average 6.73%$1,705,967 7.78%$1,253,844 

Six Months Ended June 30, 2025Six Months Ended June 30, 2024
Weighted Average Interest RateAverage Debt Outstanding (in thousands)Weighted Average Interest RateAverage Debt Outstanding (in thousands)
ASPV Credit Facility6.73%$296,762 8.16%$222,353 
MSPV Credit Facility6.45%$336,326 7.81%$246,270 
Truist Credit Facility6.76%$64,907 7.65%$159,134 
Series A Tranche A Notes7.69%$90,000 7.69%$70,820 
Series A Tranche B Notes7.78%$150,000 7.78%$118,033 
Series B Tranche A Notes6.42%$85,000 
Series B Tranche B Notes7.59%$25,000 
Series B Tranche C Notes6.52%$290,000 
Series C Tranche A Notes6.05%$138 
Series C Tranche B Notes6.40%$414 
CLO Transaction6.67%$369,000 7.57%$369,000 
 Total Weighted Average 6.77%$1,707,547 7.77%$1,185,610