0001913724-23-000135.txt : 20231102 0001913724-23-000135.hdr.sgml : 20231102 20231102163712 ACCESSION NUMBER: 0001913724-23-000135 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231101 FILED AS OF DATE: 20231102 DATE AS OF CHANGE: 20231102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01523 FILM NUMBER: 231373048 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01523 FILM NUMBER: 231373047 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WINKELRIED JON CENTRAL INDEX KEY: 0001366946 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01523 FILM NUMBER: 231373046 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: JON WINKELRIED DATE OF NAME CHANGE: 20060621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG GP A, LLC CENTRAL INDEX KEY: 0001903793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01523 FILM NUMBER: 231373049 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: (817) 871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AG Twin Brook Capital Income Fund CENTRAL INDEX KEY: 0001913724 IRS NUMBER: 886103622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: (212) 692-8237 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 3 1 wk-form3_1698957418.xml FORM 3 X0206 3 2023-11-01 0 0001913724 AG Twin Brook Capital Income Fund N/A 0001903793 TPG GP A, LLC C/O TPG INC., 301 COMMERCE STREET, SUITE 3600 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG INC., 301 COMMERCE STREET, SUITE 3600 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG INC., 301 COMMERCE STREET, SUITE 3600 FORT WORTH TX 76102 0 0 1 0 0001366946 WINKELRIED JON C/O TPG INC., 301 COMMERCE STREET, SUITE 3600 FORT WORTH TX 76102 0 0 1 0 Common shares of beneficial interest, Class I 11620694.028 I See Explanation of Responses Common shares of beneficial interest, Class I 160610.258 I See Explanation of Responses These securities are held directly by AGTB BDC Holdings, L.P. ("BDC Holdings"), whose sole general partner is AGTB BDC Holdings GP LLC ("BDC Holdings GP"). Angelo, Gordon & Co., L.P. ("Angelo Gordon") is the investment advisor to BDC Holdings and sole member of BDC Holdings GP. On May 14, 2023, TPG Inc. and certain of its affiliated entities entered into a transaction agreement (the "Transaction Agreement") with Angelo Gordon and AG Funds, L.P. and certain of their affiliated entities pursuant to which TPG Inc. agreed to acquire Angelo Gordon and AG Funds, L.P. on the terms and subject to the conditions set forth in the Transaction Agreement (the "Transaction"). As a result of the Transaction's consummation on November 1, 2023, each of David Bonderman, James G. Coulter, Jon Winkelried and TPG GP A, LLC (collectively, the "Reporting Persons") may be deemed to be the indirect beneficial owner of the securities reported herein. The Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. These securities are held directly by Angelo Gordon. (5) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (6) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission. (7) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to the authorization and designation letter dated October 12, 2020, which was previously filed with the Securities and Exchange Commission. /s/ Bradford Berenson, General Counsel, TPG GP A, LLC (5) 2023-11-02 /s/ Gerald Neugebauer on behalf of David Bonderman (5)(6) 2023-11-02 /s/ Gerald Neugebauer on behalf of James G. Coulter (5)(6) 2023-11-02 /s/ Gerald Neugebauer on behalf of Jon Winkelried (5)(7) 2023-11-02