Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
TPG 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) |
Jennifer L. Chu TPG Inc., 301 Commerce Street, Suite 3300 Fort Worth, TX, 76102 (817) 871-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/29/2025 (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 00840T100 |
| 1 |
Name of reporting person
TPG GP A, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,899,570.76 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 95,489,292.529 Common Shares (as defined below) outstanding as of the date of this report, as disclosed by the Issuer (as defined below) to the Reporting Persons (as defined below).
SCHEDULE 13D
|
| CUSIP No. | 00840T100 |
| 1 |
Name of reporting person
Angelo, Gordon & Co., L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 |
Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,899,570.76 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 95,489,292.529 Common Shares outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 00840T100 |
| 1 |
Name of reporting person
AG GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,899,570.76 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 95,489,292.529 Common Shares outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 00840T100 |
| 1 |
Name of reporting person
COULTER, JAMES G | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,899,570.76 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 95,489,292.529 Common Shares outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 00840T100 |
| 1 |
Name of reporting person
WINKELRIED JON | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,899,570.76 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 95,489,292.529 Common Shares outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class I common shares of beneficial interest, par value $0.001 per share | |
| (b) | Name of Issuer:
TPG Twin Brook Capital Income Fund | |
| (c) | Address of Issuer's Principal Executive Offices:
245 Park Avenue, 26th Floor, New York,
NEW YORK
, 10167. | |
Item 1 Comment:
This Amendment No. 4 (the "Amendment") amends and supplements the Schedule 13D filed by the relevant Reporting Persons on January 9, 2023, as amended and supplemented by Amendment No. 1 filed on August 30, 2023, Amendment No. 2 filed on November 2, 2023 and Amendment No. 3 filed on July 2, 2024 (as so amended, the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"), with respect to the Common Shares of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) |
This Amendment amends and restates Item 2(a) of the Original Schedule 13D in its entirety as set forth below: "This Schedule 13D is being filed jointly on behalf of TPG GP A, LLC, a Delaware limited liability company ("TPG GP A"), Angelo, Gordon & Co., L.P., a Delaware limited partnership ("Angelo Gordon"), AG GP LLC, a Delaware limited liability company ("AG GP"), James G. Coulter and Jon Winkelried (each, a "Reporting Person" and collectively, the "Reporting Persons"). The business address of each of TPG GP A, James G. Coulter and Jon Winkelried is c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. The business address of each of Angelo Gordon and AG GP is 245 Park Avenue, 26th Floor, New York, New York 10167. TPG GP A exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of AG GP, which is the general partner of Angelo Gordon, which directly holds 161,736.426 Common Shares and is the (i) sole member of AGTB BDC Holdings GP LLC, a Delaware limited liability company, which is the general partner of AGTB BDC Holdings, L.P., a Cayman limited partnership ("BDC Holdings"), which directly holds 16,737,834.335 Common Shares; and (ii) investment advisor to BDC Holdings. Because of the relationship of TPG GP A to Angelo Gordon, TPG GP A may be deemed to beneficially own the Common Shares held by Angelo Gordon and BDC Holdings. TPG GP A is controlled by entities owned by Messrs. Coulter and Winkelried. Because of the relationship of Messrs. Coulter and Winkelried to TPG GP A, each of Messrs. Coulter and Winkelried may be deemed to beneficially own the Common Shares held by Angelo Gordon and BDC Holdings. Messrs. Coulter and Winkelried disclaim beneficial ownership of the Common Shares held by Angelo Gordon and BDC Holdings except to the extent of their pecuniary interest therein." | |
| (b) | This Amendment amends and restates Item 2(b) of the Original Schedule 13D in its entirety as set forth below: "The following list includes the name, residence or business address and present principal occupation or employment of each director, executive officer and controlling person of TPG GP A (the "TPG GP A Officers"). All addresses are c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. James G. Coulter (Executive Chairman) Jon Winkelried (Chief Executive Officer) Jack Weingart (Chief Financial Officer) Todd Sisitsky (President) Anilu Vazquez-Ubarri (Chief Operating Officer) Jennifer L. Chu (Chief Legal Officer and General Counsel) Joann Harris (Chief Compliance Officer) Martin Davidson (Chief Accounting Officer) Steven A. Willmann (Treasurer) Jordan Kolar (Vice President) The following list includes the name, residence or business address and present principal occupation or employment of each director, executive officer and controlling person of Angelo Gordon / AG GP (the "AG GP Officers"). All addresses are 245 Park Avenue, 26th Floor, New York, New York 10167. Adam Schwartz (Managing Partner) Frank Stadelmaier (Chief Operating Officer) Brian Sigman (Chief Financial Officer) Christopher Moore (General Counsel) Martin Davidson (Chief Accounting Officer) Joann Harris (Chief Compliance Officer) Steven Willmann (Treasurer) Jean-Baptiste Garcia (Vice President)" | |
| (c) | This Amendment amends and restates Item 2(c) of the Original Schedule 13D in its entirety as set forth below: "The principal business of TPG GP A is serving as the sole ultimate general partner, managing member or similar entity of related entities engaged in making or recommending investments in securities of public and private companies. 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 present principal occupation of Mr. Coulter is Executive Chairman and Director of TPG and officer, director and/or manager of other affiliated entities. The present principal occupation of Mr. Winkelried is Chief Executive Officer and Director of TPG and officer, director and/or manager of other affiliated entities. See response to Item 2(b) above." | |
| (d) | This Amendment amends and restates Item 2(d) of the Original Schedule 13D in its entirety as set forth below: "During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, without independent verification, any of the TPG GP A Officers or AG GP Officers has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors)." | |
| (e) | This Amendment amends and restates Item 2(e) of the Original Schedule 13D in its entirety as set forth below: "During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, without independent verification, any of the TPG GP A Officers or AG GP Officers was 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) | This Amendment amends and restates Item 2(f) of the Original Schedule 13D in its entirety as set forth below: "Each of Messrs. Coulter, Winkelried and the TPG GP A Officers and AG GP Officers is a United States citizen." | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended to include the following: "Effective on December 1, 2025, BDC Holdings accepted a $100 million capital contribution from an investor for investment purposes. In connection with such capital contribution, BDC Holdings purchased additional Common Shares from the Issuer in its ongoing public offering. From time to time, to the extent BDC Holdings receives additional capital contributions, BDC Holdings may purchase additional Common Shares. In addition, each of Angelo Gordon and BDC Holdings may participate in the Issuer's distribution reinvestment plan (the "DRIP") from time to time. Each of Angelo Gordon and BDC Holdings directly holds 1,126.128 Common Shares and 158,253.459 Common Shares, respectively, received upon the reinvestment of distributions pursuant to the DRIP." | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | This Amendment amends and restates the second paragraph of Item 5(a)-(b) of the Original Schedule 13D in its entirety as set forth below: "The following sentence is based on a total of 95,489,292.529 Common Shares outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 16,899,570.761 Common Shares, which constitutes approximately 17.7% of the outstanding Common Shares." | |
| (b) | See response to Item 5(a) above. | |
| (c) | This Amendment amends Item 5(c) of the Original Schedule 13D to include the following: "Effective on December 1, 2025, BDC Holdings purchased 3,976,000.859 Common Shares at $25.1509 per Common Share (the "December 2025 Purchase Price"). The December 2025 Purchase Price was equal to the net asset value per Common Share as of November 30, 2025, as determined by the Issuer on December 29, 2025. In addition, BDC Holdings acquired an aggregate of 19,029.01 Common Shares in the past 60 days as a result of the DRIP. Except as otherwise reported herein, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Common Shares during the past 60 days." | |
| Item 7. | Material to be Filed as Exhibits. | |
(1) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617). (2) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
(1) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617). (2) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617). |