DocumentAs filed with the Securities and Exchange Commission on March 23, 2023
Securities Act File No. 333-268405
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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| Pre-Effective Amendment No. | | ☐ |
| Post-Effective Amendment No. 2 | | ☒ |
AG Twin Brook Capital Income Fund
(Exact name of registrant as specified in charter)
245 Park Avenue, 26th Floor
New York, NY 10167
(212) 692-2000
(Address and telephone number, including area code, of principal executive offices)
Jenny B. Neslin
AG Twin Brook Capital Income Fund
245 Park Avenue, 26th Floor
New York, NY 10167
(Name and address of agent for service)
COPIES TO:
Rajib Chanda, Esq.
Steven Grigoriou, Esq.
Simpson Thacher & Bartlett LLP
900 G Street, N.W.
Washington, DC 20001
Approximate Date of Proposed Public Offering: From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. ☒
It is proposed that this filing will become effective (check appropriate box)
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| ☒ | This post-effective amendment will become effective immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-268405) of AG Twin Brook Capital Income Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 2 consists only of a facing page, this explanatory note and Part C of the Registration Statement setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 2 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 2 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C
Other Information
Item 25. Financial Statements And Exhibits
(1) Financial Statements
The following financial statements of AG Twin Brook Capital Income Fund are included in Part A of this Registration Statement.
INDEX TO FINANCIAL STATEMENT
(2) Exhibits
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| | (j) | |
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| (k)(5) | Loan and Servicing Agreement, dated as of June 17, 2022, by and among Twin Brook Capital Funding XXXIII MSPV, LLC, Twin Brook Capital Funding XXXIII, LLC, AGTB Fund Manager, LLC, the Lenders (as defined therein) party thereto, Morgan Stanley Asset Funding Inc. and The Bank of New York Mellon Trust Company, National Association(4) |
| (k)(6) | Amendment No. 1 to Loan and Servicing Agreement, dated as of October 28, 2022, by and among Twin Brook Capital Funding XXXIII MSPV, LLC, Twin Brook Capital Funding XXXIII, LLC, AGTB Fund Manager, LLC, the Lenders (defined therein) party thereto, Morgan Stanley Asset Funding Inc. and The Bank of New York Mellon Trust Company, National Association(5) |
| (k)(7) | Loan, Security and Collateral Management Agreement, dated as of December 13, 2022, by and among Twin Brook Capital Funding XXXIII ASPV, LLC, Twin Brook Capital Funding XXXIII, LLC, AGTB Fund Manager, LLC, the Lenders (defined therein) party thereto, Ally Bank and Computershare Trust Company, National Association(6) |
| | (l) | |
| | (n)(1) | |
| (n)(2) | |
| | (n)(3) | |
| (n)(4) | |
| (n)(5) | |
| (o) | |
| | (p) | |
| | (r) | |
| | (s) | |
| _______________ |
| * | Filed herewith. |
| (1) | Previously filed as an exhibit to the Registrant’s Registration Statement on Form N-2 (File No. 333-268405), filed on November 16, 2022 and incorporated herein by reference. |
| (2) | Previously filed as an exhibit to the Registrant’s amended Registration Statement on Form N-2/A (File No. 333-268405), as amended on December 12, 2022 and incorporated herein by reference. |
| (3) | Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 000-56502), filed on January 5, 2023 and incorporated herein by reference. |
| (4) | Previously filed as an exhibit to AGTB Private BDC’s Current Report on Form 8-K (File No. 814-01520), filed on June 24, 2022 and incorporated herein by reference. |
| (5) | Previously filed as an exhibit to AGTB Private BDC’s Current Report on Form 8-K (File No. 814-01520), filed on November 1, 2022 and incorporated herein by reference. |
| (6) | Previously filed as an exhibit to AGTB Private BDC’s Current Report on Form 8-K (File No. 814-01520), filed on December 19, 2022 and incorporated herein by reference. |
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| (7) | Previously filed as an exhibit to the Registrant’s Post-Effective Amendment No. 1 to Registration Statement on Form N-2 (File No. 333-268405), filed on January 11, 2023 and incorporated herein by reference. |
| (8) | Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K (File No. 814-01523), filed on March 17, 2023 and incorporated herein by reference. |
Item 26. Marketing Arrangements
The information contained under the heading “Plan of Distribution” in this Registration Statement is incorporated herein by reference.
Item 27. Other Expenses Of Issuance And Distribution
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SEC registration fee | $ | 551,000 |
FINRA filing fee | $ | 225,500 |
Legal | $ | 3,000,000 |
Printing | $ | 700,000 |
Accounting | $ | 60,000 |
Blue Sky Expenses | $ | 350,000 |
Advertising and sales literature | $ | 700,000 |
Due Diligence | $ | 300,000 |
Miscellaneous fees and expenses | $ | 850,000 |
Total | $ | 6,736,500 |
Item 28. Persons Controlled By Or Under Common Control
None.
Item 29. Number Of Holders Of Securities
The following table sets forth the number of record holders of the Registrant’s common shares at September 30, 2022.
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Title of Class | Number of
Record Holders |
Common shares of beneficial interest, $0.001 par value | 1 |
Item 30. Indemnification
The information contained under the heading “Description of our Shares.” “Advisory Agreement and Administration Agreement” and “Plan of Distribution—Indemnification” in this Registration Statement is incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the provisions described above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person in the successful defense of an action suit or proceeding) is asserted by a Trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is again public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Prior to the date on which we consummate the initial sales pursuant to this offering, the Registrant expects to obtain liability insurance for the benefit of its Trustees and officers (other than with respect to claims resulting from
the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office) on a claims-made basis.
Item 31. Business and Other Connections of Adviser
A description of any other business, profession, vocation or employment of a substantial nature in which AGTB Fund Manager, LLC, and each managing director, director or executive officer of AGTB Fund Manager, LLC, is or has been, during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the section entitled “Management of the Fund.” Additional information regarding AGTB Fund Manager, LLC and its officers and managing member is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-123304), and is incorporated herein by reference.
Item 32. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules thereunder are maintained at the offices of:
4) the Registrant;
5) the transfer agent;
6) the Custodian;
7) the Adviser; and
8) the Administrator.
Item 33. Management Services
Not Applicable.
Item 34. Undertakings
We hereby undertake:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time will be deemed to be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(4) that, for the purpose of determining liability under the Securities Act to any purchaser, if the Registrant is subject to Rule 430C 17 CFR 230.430C: Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act 17 CFR 230.497(b), (c), (d) or (e) as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the Securities Act 17 CFR 230.430A, will be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and
(5) that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities. The undersigned Registrant undertakes that in an offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act 17 CFR 230.497;
(ii) the portion of any advertisement pursuant to Rule 482 under the Securities Act 17 CFR 230.482 relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iii) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on the 23rd day of March, 2023.
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| AG TWIN BROOK CAPITAL INCOME FUND |
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| By: | /s/ Trevor Clark |
| Name: | Trevor Clark |
| Title: | Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act, this registration statement on Form N-2 has been signed by the following persons in the capacities and on the dates indicated.
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Signature | Title | Date |
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/s/ Trevor Clark Trevor Clark | Chairman, Chief Executive Officer and President | March 23, 2023 |
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/s/ Terrence Walters Terrence Walters | Trustee, Chief Financial Officer and Treasurer | March 23, 2023 |
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/s/ James E. Bowers* James E. Bowers | Trustee | March 23, 2023 |
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/s/ James N. Hallene* James N. Hallene | Trustee | March 23, 2023 |
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/s/ Lance A. Ludwick* Lance A. Ludwick | Trustee | March 23, 2023 |
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| *By: | /s/ Terrence Walters |
| | Terrence Walters |
| | As Agent or Attorney-in-Fact |
March 23, 2023
The original powers of attorney authorizing Trevor Clark, Terrence Walters and Jenny B. Neslin to execute the Registration Statement, and any amendments thereto, for the trustees of the Registrant on whose behalf this Amendment is filed have been executed and filed as an Exhibit to the Registration Statement on Form N-2 (File No. 333-268405), filed on November 16, 2022.