Correspondence 0001193125-22-302881 from TPG Twin Brook Capital Income Fund (CIK 0001913724)
TPG Twin Brook Capital Income Fund (CIK 0001913724)
Date: Dec. 12, 2022 · CIK: 0001913724 · Accession: 0001193125-22-302881
AI Filing Summary & Sentiment
File numbers found in text: 333-268405
Letter
VIA EDGAR Division of Investment Management Washington, D.C. 20549 Re: AG Twin Brook Capital Income Fund Registration Statement on Form N-2 File No. 333-268405
Dear Ms. Rossotto:
On behalf of AG Twin Brook Capital Income Fund (the “Fund”), which has notified the Securities and Exchange Commission (the “Commission”) of its intent to file a notification of election to be regulated as a business development company (“BDC”), we transmit via EDGAR (as defined below) for confidential submission the Fund’s responses to comments received by telephone from the staff (the “Staff”) of the Commission on December 6, 2022, relating to the Fund’s registration statement for common shares of the Fund on Form N-2, initially filed with the Commission on November 16, 2022 (the “Registration Statement” or “Prospectus”) pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), through the Commission’s electronic data gathering, analysis and retrieval (“EDGAR”) system. The Fund previously submitted draft registration statements to the Commission on March 2, 2022, June 1, 2022 and August 19, 2022 for confidential non-public review pursuant to the JOBS Act.
For convenience of reference, the comments of the Staff have been reproduced herein. We have discussed the Staff’s comments with representatives of the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the reproduced comment. Please note that all page numbers in the Fund’s responses are references to the page numbers of the Registration Statement, unless otherwise stated. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement.
Simpson Thacher & Bartlett LLP
Securities and Exchange Commission
–2–
December 12, 2022
Staff Comments to Registration Statement
1. Comment: Please revise disclosure in the registration statement to state that the payment of tendered shares in any tender offer will be made within five business days after the last day that shareholders may tender into the tender offer.
Response: The Fund acknowledges the Staff’s comment and has revised the Registration Statement accordingly.
* *
* * * * * *
Please do not hesitate to call me at (202) 636-5592 with any questions or further comments regarding this submission or if you wish to discuss any of the above responses.
Very truly yours,
/s/ Steven Grigoriou
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CORRESP
Simpson Thacher & Bartlett LLP
900 G STREET, N.W.
WASHINGTON, DC 20001
TELEPHONE:
+1-202-636-5500
FACSIMILE: +1-202-636-5502
Direct Dial Number
+1-202-636-5592
E-mail Address
steven.grigoriou@stblaw.com
December 12, 2022
VIA EDGAR
Karen Rossotto
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington,
D.C. 20549
Re:
AG Twin Brook Capital Income Fund
Registration Statement on Form N-2
File No. 333-268405
Dear Ms. Rossotto:
On behalf of AG Twin Brook Capital Income Fund (the “Fund”), which has notified the Securities and
Exchange Commission (the “Commission”) of its intent to file a notification of election to be regulated as a business development company (“BDC”), we transmit via EDGAR (as defined below) for confidential submission the
Fund’s responses to comments received by telephone from the staff (the “Staff”) of the Commission on December 6, 2022, relating to the Fund’s registration statement for common shares of the Fund on Form N-2, initially filed with the Commission on November 16, 2022 (the “Registration Statement” or “Prospectus”) pursuant to the Jumpstart Our Business Startups Act of 2012 (the
“JOBS Act”), through the Commission’s electronic data gathering, analysis and retrieval (“EDGAR”) system. The Fund previously submitted draft registration statements to the Commission on March 2, 2022, June 1, 2022
and August 19, 2022 for confidential non-public review pursuant to the JOBS Act.
For convenience of reference, the comments of the Staff have been reproduced herein. We have discussed the
Staff’s comments with representatives of the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the reproduced comment. Please note that all page numbers in the Fund’s responses are references to the
page numbers of the Registration Statement, unless otherwise stated. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement.
Simpson Thacher & Bartlett LLP
Securities and Exchange Commission
–2–
December 12, 2022
Staff Comments to Registration Statement
1.
Comment: Please revise disclosure in the registration statement to state that the
payment of tendered shares in any tender offer will be made within five business days after the last day that shareholders may tender into the tender offer.
Response: The Fund acknowledges the Staff’s comment and has revised the Registration Statement accordingly.
* *
* * *
* * *
Please do not hesitate to call me at (202) 636-5592 with any questions or further comments regarding
this submission or if you wish to discuss any of the above responses.
Very truly yours,
/s/ Steven Grigoriou
Steven Grigoriou
cc:
Jay Williamson, Securities and Exchange Commission
Tony Burak, Securities and Exchange Commission
Jenny B. Neslin, AG Twin Brook Capital Income Fund
Steven Grigoriou, Simpson Thacher & Bartlett LLP
Jonathan Pacheco, Simpson Thacher & Bartlett LLP
Melissa Tuarez Herr, Simpson Thacher & Bartlett LLP
Hadley Dryland, Simpson Thacher & Bartlett LLP