TPG Twin Brook Capital Income Fund: enters SMBC warehouse facility

What happened

• The filing reports that on Sep 28, 2026, Twin Brook Capital Funding XXXIII SMPV, LLC, as borrower, an indirect, wholly-owned subsidiary of TPG Twin Brook Capital Income Fund, entered into a Credit Agreement (the "SMBC Warehouse Facility") with lenders, subordinated term lenders, Sumitomo Mitsui Banking Corporation as administrative agent, and Computershare Trust Company, N.A. as collateral agent.
• The filing also reports that on Sep 29, 2026, the Company entered into the Third Amendment to Senior Secured Revolving Credit Agreement (the "SMBC Third Amendment") amending the existing SMBC Credit Facility.

Key details

• SMBC Warehouse Facility initial maximum senior loan commitment amount of $362,500,000; senior advances secured by the assets of the borrower; lenders’ obligation to make senior advances terminates on the six-month anniversary of the closing date (subject to 2, 6-month extensions); scheduled to mature on the earlier of the closing of a related collateralized loan obligation and Sep 28, 2029.
• Interest on senior advances: adjusted term SOFR plus 1.85% during the reinvestment period and adjusted term SOFR plus 2.35% thereafter; borrowings subject to a borrowing base and leverage restrictions under the Investment Company Act of 1940.
• SMBC Third Amendment increases maximum commitment under the existing facility from $975,000,000 to $1,075,000,000; extends lenders’ termination date from Oct 1, 2029 to Sep 27, 2030 and final scheduled maturity from Oct 1, 2030 to Sep 29, 2031.
• SMBC Third Amendment adds a covenant that the Company’s net worth will not be less than $250,000,000 while certain unsecured notes existing on the amendment date are outstanding and amends the minimum shareholders’ equity covenant to the greater of $1,809,206,125 and $1,809,206,125 plus 25% of net proceeds from future equity sales by the Company and its subsidiaries after the amendment date less specified 25% deductions for certain repurchases and distributions.

Why it may matter

• Item 1.01 was reported: entry into a material definitive agreement covering a new warehouse loan facility for a subsidiary and an amendment to the Company’s existing senior secured revolving credit agreement. The filing describes the material terms, amounts, dates and covenants of those credit arrangements. The filing does not show why the insider traded or why the company acted.