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