TPG Twin Brook Capital Income Fund 8-K

What Happened
TPG Twin Brook Capital Income Fund filed an 8-K reporting that on June 4, 2026 it entered a Third Supplement to its Master Note Purchase Agreement and issued $225,000,000 aggregate principal amount of Series D senior notes in a private placement. The issuance consists of $50,000,000 of 6.67% Series D Senior Notes, Tranche A (due June 4, 2029), and $175,000,000 of 7.03% Series D Senior Notes, Tranche B (due June 4, 2031). All notes were delivered and paid for on June 4, 2026. The Series D Notes are guaranteed by the Company’s subsidiary Twin Brook Capital Funding XXXIII, LLC and are general unsecured obligations that rank pari passu with other unsecured debt.

Key Details

• Total issued: $225,000,000 (Tranche A: $50M at 6.67% due 6/4/2029; Tranche B: $175M at 7.03% due 6/4/2031).
• Interest: paid semiannually on June 30 and December 30, starting December 30, 2026.
• Redemption/prepayment: Company may redeem at par plus accrued interest (and, if applicable, a make-whole premium); required offer to prepay at par on certain change in control events.
• Covenants and protections: Note Purchase Agreement (as supplemented) includes customary covenants including maintenance of BDC status, minimum shareholders’ equity of $1.25 billion plus 25% of certain equity proceeds after Oct 1, 2025, minimum net worth of $250 million, and minimum asset coverage ratio of 1.50:1.
• Interest step-ups for credit/coverage events: a Below Investment Grade Event triggers +1.00% interest, a Secured Debt Ratio Event triggers +1.50%, and if both events occur concurrently the rate increases by +2.00% above the stated rate while the events continue.

Why It Matters
This filing shows the Company raised $225 million of unsecured, senior debt to support its capital needs. The new notes increase the Company’s outstanding debt and lock in fixed interest costs (6.67% and 7.03%) over multi-year terms, which affects interest expense and leverage. Because the notes are unsecured and rank pari passu with other unsecured debt, they sit alongside other creditors rather than being senior to them. The covenants (including minimum equity, net worth and asset coverage requirements) and interest step-ups tied to credit or coverage events create measurable triggers that could raise borrowing costs or limit flexibility if the Company’s financial metrics weaken.