Correspondence 0001193125-22-304928 from TPG Twin Brook Capital Income Fund (CIK 0001913724)
TPG Twin Brook Capital Income Fund (CIK 0001913724)
Date: Dec. 14, 2022 · CIK: 0001913724 · Accession: 0001193125-22-304928
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 Mr. Burak and Ms. Rossotto:
On behalf of AG Twin Brook Capital Income Fund (the “Fund”), we are providing the following responses to comments received by telephone from you on December 14, 2022 relating to the Fund’s pre-effective amendment filed with the Securities and Exchange Commission on Form N-2 on December 12, 2022 (the “Registration Statement”).
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 14, 2022
Staff Comments to Registration Statement
1. Comment: Please confirm that the Merger continues to not be probable.
Response: Although the Merger is contemplated, as disclosed in the Registration Statement, the Board of Trustees has yet to approve the Merger and neither the Fund nor the Private BDC has entered into a definitive merger agreement. The Board of Trustees have scheduled a meeting primarily to discuss the end of year RIC distribution requirements but also to generally discuss the offering, distribution networks and the potential timing of the Merger. Accordingly, the Fund continues to believe that the Merger is not probable.
2. Comment: On page 82, the disclosure states, “If the Merger does not occur, the Board’s current intent is to begin to wind down and/or liquidate and dissolve the Fund in an orderly manner.” Please include a bullet on the cover page with such disclosure.
Response: The Fund undertakes to include the below bullet in its definitive prospectus filing pursuant to Rule 424 if the Merger has yet to occur.
•
If the Merger does not occur, the Board’s current intent is to begin to wind down and/or liquidate and dissolve the Fund in an orderly manner.
3. Comment: On page 154 of the Registration Statement, please delete “, generally” so that the sentence reads, “Repurchases of shares from shareholders by the Fund will be paid in cash promptly after the expiration of the tender offer within five business days of the last date that shareholders may tender shares for the repurchase offer.”
Response: The Fund undertakes to update the disclosure in accordance with the comment in its definitive prospectus filing pursuant to Rule 424.
* *
* * * * * *
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 14, 2022
VIA
EDGAR
Tony Burak
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 Mr. Burak and Ms. Rossotto:
On
behalf of AG Twin Brook Capital Income Fund (the “Fund”), we are providing the following responses to comments received by telephone from you on December 14, 2022 relating to the Fund’s
pre-effective amendment filed with the Securities and Exchange Commission on Form N-2 on December 12, 2022 (the “Registration Statement”).
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 14, 2022
Staff Comments to Registration Statement
1.
Comment: Please confirm that the Merger continues to not be probable.
Response: Although the Merger is contemplated, as disclosed in the Registration Statement, the Board of Trustees
has yet to approve the Merger and neither the Fund nor the Private BDC has entered into a definitive merger agreement. The Board of Trustees have scheduled a meeting primarily to discuss the end of year RIC distribution requirements but also to
generally discuss the offering, distribution networks and the potential timing of the Merger. Accordingly, the Fund continues to believe that the Merger is not probable.
2.
Comment: On page 82, the disclosure states, “If the Merger does not occur, the Board’s
current intent is to begin to wind down and/or liquidate and dissolve the Fund in an orderly manner.” Please include a bullet on the cover page with such disclosure.
Response: The Fund undertakes to include the below bullet in its definitive prospectus filing pursuant to Rule 424 if the Merger has yet
to occur.
•
If the Merger does not occur, the Board’s current intent is to begin to wind down and/or liquidate and
dissolve the Fund in an orderly manner.
3.
Comment: On page 154 of the Registration Statement, please delete “,
generally” so that the sentence reads, “Repurchases of shares from shareholders by the Fund will be paid in cash promptly after the expiration of the tender offer within five business days of the last date that shareholders may tender
shares for the repurchase offer.”
Response: The Fund undertakes to update the disclosure in
accordance with the comment in its definitive prospectus filing pursuant to Rule 424.
* *
* * * *
* *
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
Jenny B. Neslin, AG Twin Brook Capital Income Fund
Rajib Chanda, Simpson Thacher & Bartlett LLP
Melissa Tuarez Herr, Simpson Thacher & Bartlett LLP
Hadley Dryland, Simpson Thacher & Bartlett LLP