Document

0000860662-23-000010.txt : 20230109 0000860662-23-000010.hdr.sgml : 20230109 20230109171530 ACCESSION NUMBER: 0000860662-23-000010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20230109 DATE AS OF CHANGE: 20230109 GROUP MEMBERS: ADAM SCHWARTZ GROUP MEMBERS: AG GP LLC GROUP MEMBERS: AGTB BDC HOLDINGS GP LLC GROUP MEMBERS: AGTB BDC HOLDINGS, L.P. GROUP MEMBERS: JOSH BAUMGARTEN SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-93859 FILM NUMBER: 23518894 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELO GORDON & CO., L.P. CENTRAL INDEX KEY: 0000860662 IRS NUMBER: 133478879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212.692.2010 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 FORMER COMPANY: FORMER CONFORMED NAME: ANGELO GORDON & CO LP/NY DATE OF NAME CHANGE: 19990402 SC 13D 1 agtwinbrookcapitalincomefu.htm SC 13D Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.)*

AG Twin Brook Capital Income Fund

(Name of Issuer)

Class I common shares of beneficial interest, par value $0.001 per share

(Title of Class of Securities)

00840T100

(CUSIP NUMBER)

Christopher D. Moore

Angelo, Gordon & Co., L.P.

245 Park Avenue, 26th Floor

New York, NY 10167

Tel. No.: (212) 692-2009

COPIES TO:

Rajib Chanda

Steven Grigoriou

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, DC 20001

(202) 636-5500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 1, 2023

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ☐

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


*			The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.



CUSIP No. 00840T100						13D


1	NAME OF REPORTING PERSONS AGTB BDC Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 8,902,078.502
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 8,902,078.502
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,902,078.502
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.5%
14	TYPE OF REPORTING PERSON* PN



CUSIP No. 00840T100						13D



1	NAME OF REPORTING PERSONS AGTB BDC Holdings GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 8,902,078.502
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 8,902,078.502
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,902,078.502
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.5%
14	TYPE OF REPORTING PERSON* OO



CUSIP No. 00840T100						13D



1	NAME OF REPORTING PERSONS Angelo, Gordon & Co., L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 9,062,688.780
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 9,062,688.780
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,062,688.780
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.3%
14	TYPE OF REPORTING PERSON* IA, PN



CUSIP No. 00840T100						13D



1	NAME OF REPORTING PERSONS AG GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 9,062,688.780
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 9,062,688.780
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,062,688.780
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.3%
14	TYPE OF REPORTING PERSON* HC, OO



CUSIP No. 00840T100						13D



1	NAME OF REPORTING PERSONS Joshua Baumgarten
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,062,688.780
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,062,688.780
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,062,688.780
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.3%
14	TYPE OF REPORTING PERSON* IN, HC



CUSIP No. 00840T100						13D



1	NAME OF REPORTING PERSONS Adam Schwartz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,062,688.780
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,062,688.780
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,062,688.780
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.3%
14	TYPE OF REPORTING PERSON* IN, HC

SCHEDULE 13D

Item 1. Security and Issuer

The class of equity security to which this statement on Schedule 13D relates is the Class I common shares of beneficial interest, par value $0.001 per share (“Common Shares”) of AG Twin Brook Capital Income Fund (the “Issuer”), a statutory trust formed under the laws of the State of Delaware. The address of the principal executive offices of the Issuer is 245 Park Avenue, 26th Floor, New York, NY 10167. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

Item 2. Identity and Background

(a) This statement is filed by: (i) AGTB BDC Holdings, L.P. (“BDC Holdings”), (ii) AGTB BDC Holdings GP LLC (“BDC Holdings GP”) (iii) Angelo, Gordon & Co., L.P. (“Angelo Gordon”), (iv) AG GP LLC (“AG GP”), (v) Joshua Baumgarten and (vi) Adam Schwartz (collectively with BDC Holdings, BDC Holdings GP, Angelo Gordon, AG GP and Mr. Baumgarten, the “Reporting Persons”).

BDC Holdings GP is the sole general partner of BDC Holdings. Angelo Gordon is the investment advisor to BDC Holdings and the sole member of BDC Holdings GP. Mr. Baumgarten and Mr. Schwartz are the managing members of AG GP, which is the sole general partner of Angelo Gordon and Mr. Baumgarten and Mr. Schwartz are the co-chief executive officers of Angelo Gordon. Each of Mr. Baumgarten, Mr. Schwartz and AG GP may be deemed to control Angelo Gordon.

(b) The business address of the Reporting Persons is 245 Park Avenue, 26th Floor, New York, New York 10167.

(c) The principal business of BDC Holdings GP is acting as the general partner of BDC Holdings. The principal business of Angelo Gordon is the management of BDC Holdings and the assets and activities of certain managed accounts and investment fund vehicles. The principal business of AG GP is acting as the general partner of Angelo Gordon. The principal business of Mr. Baumgarten and Mr. Schwartz is acting as the co-managing members of AG GP and the co-chief executive officers of Angelo Gordon.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) BDC Holdings is a Cayman Islands exempted limited partnership. BDC Holdings GP is a Delaware limited liability company. Angelo Gordon is a Delaware limited partnership. AG GP is a Delaware limited liability company. Mr. Baumgarten is a United States citizen. Mr. Schwartz is a United States citizen.

Item 3. Source and Amount of Funds

On February 17, 2022 Angelo Gordon purchased 2,000 Common Shares of the Issuer as a seed investment in the Issuer for an aggregate purchase price of $50,000, or $25 per Common Share. The source of funds for such purchases was working capital.

On January 1, 2023, AGTB Private BDC, a Delaware statutory trust (“Private BDC”), completed a merger (the “Merger”) with the Issuer, with the Issuer continuing as the surviving company. The Merger was completed pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 30, 2022, by and between the Issuer and Private BDC. Prior to the Merger, Private BDC was an affiliated, privately-offered business development company (“BDC”) managed by AGTB Fund Manager, LLC, an affiliate of Angelo Gordon. The Issuer has the same investment manager and investment objectives as Private BDC.

At the effective time of the Merger, common shares of beneficial interest, par value $0.001 per share, of Private BDC outstanding immediately prior to the effective time were converted into Common Shares of the Issuer on a one-for-one basis. As a result of the Merger, BDC Holdings received 8,902,078.502 Common Shares and Angelo Gordon received 158,610.258 Common Shares of the Issuer in exchange for the same number of common shares of beneficial interest, par value $0.001 per share, of Private BDC.

Item 4. Purpose of Transaction

The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.

The Reporting Persons may dispose of some or all of their Common Shares, from time to time, by tendering such Common Shares for repurchase by the Issuer, depending on price, market liquidity, developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors deemed relevant.

AGTB Fund Manager, LLC (the “Adviser”) is the Issuer’s manager and is responsible for, among other things, overseeing the management of the Issuer’s operations and for making investment decisions with respect to the Issuer’s portfolio, subject to oversight by the Issuer’s Board of Trustees. The Adviser is an affiliate of the Reporting Persons. All of the Issuer’s officers and directors, other than the Issuer’s independent trustees, are employees of Angelo Gordon or one of its affiliates. In such capacities, these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a) - (b) Angelo Gordon directly holds 160,610.258 Common Shares and BDC Holdings directly holds 8,902,078.502 Common Shares, representing in the aggregate 43.3% of the outstanding Common Shares. The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 20,945,030 Common Shares outstanding as of the closing of the Merger, based on information received from the Issuer.

BDC Holdings GP as the sole general partner of BDC Holdings, Angelo Gordon is the investment advisor to BDC Holdings and sole member of BDC Holdings GP, AG GP is the sole general partner of Angelo Gordon, and Mr. Baumgarten and Mr. Schwartz as the co-managing members of AG GP and co-chief executive officers of Angelo Gordon may be deemed to be the beneficial owner of the securities reported herein.

(c) Except as otherwise reported herein none of the Reporting Persons has engaged in any transaction in any Common Shares during the last sixty days.

(d) Not Applicable.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 3, 4 and 5 hereof is hereby incorporated by reference into this Item 6.

Pursuant to the subscription agreement between BDC Holdings and the Private BDC, BDC Holdings is required to vote its Common Shares in any matter submitted to a vote of the Issuer’s shareholders in the same proportion as the vote of all other holders of the Issuer’s Common Shares in accordance with Section 12(d)(1)(E) of the Investment Company Act of 1940.

The foregoing description of the subscription agreement set forth in this Item 6 does not purport to be complete and is qualified in its entirety by reference to the full text of the form of subscription agreement, which has been filed as 99.4 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits



Exhibit 99.1.						Joint Filing Agreement by and Among the Reporting Persons

Exhibit 99.2.						Power of Attorney granted by Josh ua Baumgarten in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021

Exhibit 99.3.						Power of Attorney granted by Adam Schwartz in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021

Exhibit 99.4.						Form of subscription agreement (filed as Exhibit 99.4 to the Schedule 13D filed by Reporting Persons with the Securities and Exchange Commission for AGTB Private BDC on August 22, 2022 and incorporated herein by reference)

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 9, 2023



AGTB BDC HOLDINGS, L.P.

By:						AGTB BDC Holdings GP LLC, Its General Partner
By:						Angelo, Gordon & Co., L.P., Its Sole Member
By:						AG GP LLC
						Its General Partner
By:						Joshua Baumgarten
						Its Co-Managing Member

By:						/s/ Christopher D. Moore
						Christopher D. Moore
						Attorney-in-Fact

AGTB BDC HOLDINGS GP LLC

By:						Angelo, Gordon & Co., L.P., Its Sole Member
By:						AG GP LLC
						Its General Partner
By:						Joshua Baumgarten
						Its Co-Managing Member

By:						/s/ Christopher D. Moore
						Christopher D. Moore
						Attorney-in-Fact

ANGELO, GORDON & CO., L.P.

By:						AG GP LLC
						Its General Partner

By:						Joshua Baumgarten
						Its Co-Managing Member

By:						/s/ Christopher D. Moore
						Christopher D. Moore
						Attorney-in-Fact

AG GP LLC

By:						Joshua Baumgarten
						Its Co-Managing Member



By:						/s/ Christopher D. Moore
						Christopher D. Moore
						Attorney-in-Fact



JOSHUA BAUMGARTEN

By:						/s/ Christopher D. Moore
						Christopher D. Moore
						Attorney-in-Fact

ADAM SCHWARTZ

By:						/s/ Christopher D. Moore
						Christopher D. Moore
						Attorney-in-Fact

EX-99.1 2 exhibit991-jointfilingagre.htm EX-99.1 Document

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Shares of AG Twin Brook Capital Income Fund. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 9, 2023.



AGTB BDC HOLDINGS, L.P.

By:						AGTB BDC Holdings GP LLC, Its
						General Partner
By:						Angelo, Gordon & Co., L.P., Its
						Sole Member
By:						AG GP LLC
						Its General Partner
By:						Josh Baumgarten
						Its Co-Managing Member

By:						/s/ Christopher D. Moore
						Christopher D. Moore
						Attorney-in-Fact

AGTB BDC HOLDINGS GP

By:						Angelo, Gordon & Co., L.P., Its
						Sole Member
By:						AG GP LLC
						Its General Partner
By:						Josh Baumgarten
						Its Co-Managing Member

By:						/s/ Christopher D. Moore
						Christopher D. Moore
						Attorney-in-Fact

ANGELO, GORDON & CO., L.P.

By:						AG GP LLC
						Its General Partner


By:						Josh Baumgarten
						Its Co-Managing Member



By:						/s/ Christopher D. Moore
						Christopher D. Moore
						Attorney-in-Fact

AG GP LLC

By:						Josh Baumgarten
						Its Co-Managing Member

By:						/s/ Christopher D. Moore
						Christopher D. Moore
						Attorney-in-Fact

JOSH BAUMGARTEN

By:						/s/ Christopher D. Moore
						Christopher D. Moore
						Attorney-in-Fact

ADAM SCHWARTZ

By:						/s/ Christopher D. Moore
						Christopher D. Moore
						Attorney-in-Fact

EX-99.2 3 exhibit992-poabaumgarten.htm EX-99.2 Document

EXHIBIT 99.2

POWER OF ATTORNEY

I, JOSH BAUMGARTEN, do hereby appoint Christopher D. Moore and Frank E. Stadelmaier as my true and lawful attorneys-in-fact (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”), each, individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in my name, place and stead and on my behalf to:

1) execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon & Co., L.P., AG Partners, LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements, agreements, reports, schedules, or other filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act;

2) do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and execute any such reports, schedules or other filings and timely file same with the SEC; and

3) take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-Fact may approve in his or her sole discretion.

I hereby ratify and confirm all that the Attorneys-in-Fact shall lawfully do and that they have done or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the Attorneys-in-Fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, (i) any of my responsibilities to comply with the requirements of the Exchange Act or the Securities Act or any liability for my failure to comply with such requirements, or (ii) any obligation or liability I incur for profit disgorgement under Section 16(b) of the Exchange Act. I further acknowledge that this Power of Attorney does not relieve me from responsibility for compliance with my obligations under the Exchange Act or the Securities Act.

This Power of Attorney shall not revoke any powers of attorney granted by me, nor shall this Power of Attorney be revoked by future powers of attorney I grant. This Power of Attorney shall remain in full force and effect until I am no longer subject to Sections 13 and 16 of the Exchange Act, unless earlier revoked by me in a signed writing delivered to the Attorneys-in-Fact.

I acknowledge receipt of the following language provided in Section 5-1513 of the General Obligations Law of the State of New York (the “Cautionary Language”), provided, however, (1) for the avoidance of doubt, I understand and agree, and affirm that it is my intent, that if any provision contained in the Cautionary Language shall be inconsistent with any of the foregoing provisions of this Power of Attorney, the foregoing provisions shall prevail to the fullest extent permitted by law, and (2) nothing in this Power of Attorney shall be construed as an admission or acknowledgement by me that this Power of Attorney is subject to the requirements of Section 5-1501B of the General Obligations Law of the State of New York:

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to act on your behalf. You do not lose your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.”

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

(4) keep a record or all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor

agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent: The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

IN WITNESS WHEREOF, I have executed this Power of Attorney on January 28, 2021.


			Signature:			/s/ Josh Baumgarten
			Name:			Josh Baumgarten

ACKNOWLEDGEMENT OF APPOINTMENTS BY ATTORNEYS-IN-FACT:

The undersigned executed this Power of Attorney on January 28, 2021.


			By:			/s/ Christopher D. Moore
			Name:			Christopher D. Moore
			Title:			Attorney-in-Fact

			By:			/s/ Frank E. Stadelmaier
			Name:			Frank E. Stadelmaier
			Title:			Attorney-in-Fact

EX-99.3 4 exhibit993-poaschwartz.htm EX-99.3 Document

EXHIBIT 99.3

POWER OF ATTORNEY

I, ADAM SCHWARTZ, do hereby appoint Christopher D. Moore and Frank E. Stadelmaier as my true and lawful attorneys-in-fact (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”), each, individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in my name, place and stead and on my behalf to: