0001135428-21-000210.txt : 20211222 0001135428-21-000210.hdr.sgml : 20211222 20211222164507 ACCESSION NUMBER: 0001135428-21-000210 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211222 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20211222 DATE AS OF CHANGE: 20211222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AG Twin Brook BDC, Inc. CENTRAL INDEX KEY: 0001666384 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-01259 FILM NUMBER: 211513808 BUSINESS ADDRESS: STREET 1: C/O AG TWIN BROOK MANAGER,LLC STREET 2: 245 PARK AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212.692.2000 MAIL ADDRESS: STREET 1: C/O AG TWIN BROOK MANAGER,LLC STREET 2: 245 PARK AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 FORMER COMPANY: FORMER CONFORMED NAME: 1889 BDC, Inc DATE OF NAME CHANGE: 20160209 8-K 1 agtwin-8k.htm CURRENT REPORT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
——————————
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): December 22, 2021
 
——————————
 
AG Twin Brook BDC, Inc.
(Exact name of Registrant as Specified in Its Charter)
 
——————————
 
DELAWARE
 
814-01259
 
83-4184014
 
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
  
 
245 Park Avenue, 26th Floor
New York, NY 10167
(Address of Principal Executive Offices, Zip Code)
 

(212) 692-2000
(Registrant’s telephone number, including area code) 
 
 N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which 
registered
 
N/A
 
N/A
 
N/A
  



Item 3.02
Unregistered Sales of Equity Securities.
On December 8, 2021, AG Twin Brook BDC, Inc. (the “Company”) delivered a capital drawdown notice to its investors due on December 22, 2021 relating to the sale of 1,066,719 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) for an aggregate offering price of $21,600,000. The sale closed on December 22, 2021.
The sale of Common Stock was made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of 10 days’ prior notice to the funding date.
The sale of the Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company has not engaged in general solicitation or advertising with regard to the issuance and sale of the Common Stock and has not offered securities to the public in connection with such issuance and sale. The Company relied, in part, upon representations from the investors in the subscription agreements that each investor was an accredited investor as defined in Regulation D under the Securities Act.




 



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, AG Twin Brook BDC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
AG TWIN BROOK BDC, INC.

Date: December 22, 2021
By:   
/s/ Terrence Walters
Name:
Terrence Walters
Title:
Chief Financial Officer and Treasurer