UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 13 30, 2022

AGTB Private BDC

(Exact Name of Registrant as Specified in its Charter)

DELAWARE

814-01520

88-6102187

(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(IRS Employer Identification Number)

245 Park Avenue, 26th Floor,

New York, NY 10167

(Address of Principal Executive Offices, Zip Code)

(212) 692-2000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01			Entry into a Material Definitive Agreement.

OnMerger ~~December 13, 2022, Twin Brook Capital Funding XXXIII ASPV, LLC, as borrower (the “Borrower”), an indirect, wholly-owned subsidiary~~ of AG AGTB Private BDC (the “Company”), entered into a new Loan, Security and Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, the “ASPV Credit Facility”), with Twin Brook Capital ~~Funding~~Income ~~XXXIII, LLC, as the transferor (the “Transferor”), AGTB~~ Fund ~~Manager, LLC, as the collateral manager, Ally Bank, as administrative agent~~ and ~~arranger,~~AGTB ~~Computershare~~Private ~~Trust Company, National Association, as the collateral custodian, and the lenders from time to time party thereto.~~BDC

~~From~~On ~~time~~January to1, ~~time~~2023, ~~the~~AGTB ~~Transferor~~Private ~~expects~~BDC, toa ~~sell~~Delaware ~~and/or~~statutory ~~contribute~~trust ~~certain~~(“Private ~~investments~~BDC”), tocompleted its merger (the ~~Borrower.~~“Merger”) ~~Proceeds~~with ~~from~~AG ~~the~~Twin ~~ASPV~~Brook ~~Credit~~Capital ~~Facility~~Income ~~will~~Fund, bea ~~used~~Delaware tostatutory ~~finance~~trust (“TCAP”), with TCAP continuing as the ~~origination~~surviving company. The Merger was completed pursuant to an Agreement and ~~acquisition~~Plan of ~~loans~~Merger by (the ~~Borrower~~“Merger Agreement”), ~~including~~dated ~~the~~December ~~purchase~~30, of2022, ~~such~~by ~~assets~~and ~~from~~between ~~the~~TCAP ~~Transferor~~and Private BDC. Prior ~~The~~to ~~Company~~the ~~retains~~Merger aclosing, ~~residual~~Private ~~interest~~BDC inwas ~~assets~~an ~~contributed~~affiliated, toprivately-offered orbusiness ~~acquired~~development company (“BDC”) managed by ~~the~~AGTB ~~Borrower~~Fund ~~through~~Manager, ~~its~~LLC, ~~ownership~~an affiliate of ~~the~~Angelo, ~~Borrower~~Gordon & Co., L.P. TCAP is a public, non-exchange traded BDC, with the same investment manager and investment objective as Private BDC.

The ~~ASPV~~Boards ~~Credit~~of ~~Facility~~Trustees ~~created~~of aboth ~~revolving~~TCAP ~~loan~~and ~~facility~~Private ~~with~~BDC an(each, ~~initial~~a ~~maximum~~“Board”), ~~principal~~in ~~amount~~each case, including the majority of ~~$300,000,000,~~the ~~subject~~trustees towho ~~availability~~are ~~under~~not a“interested ~~borrowing~~persons” ~~base~~(as ~~which~~such ~~consists~~term ~~primarily~~is defined in the Investment Company Act of ~~commercial~~1940, ~~loans~~as ~~acquired~~amended by(the “1940 Act”)), approved the ~~Borrower~~Merger ~~from~~Agreement and the ~~Transferor~~transactions contemplated thereby, aconsistent ~~wholly-owned~~with ~~subsidiary~~the requirements under Rule 17a-8 of the ~~Company~~1940 Act. ~~The~~As ~~Borrower~~a ~~may~~result, ~~subject~~the toMerger ~~the~~did ~~applicable~~not ~~prepayment~~require ~~premium,~~shareholder ~~prepay~~approval by the ~~loans~~shareholders ~~and/or~~of ~~terminate~~either TCAP or ~~reduce~~Private BDC for the ~~revolving~~Merger ~~commitments~~to ~~under~~be ~~the~~effected. ~~ASPV~~The ~~Credit~~Merger ~~Facility~~Agreement atcontains ~~any~~customary ~~time~~representations ~~without~~and ~~penalty~~warranties by each of TCAP and Private BDC. The ~~obligation~~Merger ofAgreement ~~the~~also ~~lenders~~contains customary covenants, including, among others, covenants relating to ~~make~~the ~~revolving~~operation ~~commitments~~of ~~under~~each of TCAP’s and Private BDC’s businesses during the ~~ASPV~~period ~~Credit~~prior ~~Facility~~to ~~will~~the ~~terminate~~closing onof ~~December~~the 12Merger. Pursuant to the Merger Agreement, ~~2025~~TCAP (and Private BDC intend the ~~“Reinvestment~~Merger ~~Period”)~~to ~~with~~be treated as a ~~scheduled~~“reorganization” ~~final~~within ~~maturity~~the ~~date~~meaning of ~~December~~Section 12368(a) of the Internal Revenue Code of 1986, ~~2027.~~as ~~The~~amended, ~~revolving~~and ~~loans~~each ~~will~~received bean ~~subject~~opinion to anthat ~~interest~~effect ~~rate~~from ofSimpson, ~~daily~~Thacher ~~simple~~& ~~SOFR~~Bartlett ~~plus~~LLP ~~2.875%~~in ~~per~~connection ~~annum~~with the closing.

~~The~~Pursuant ~~ASPV~~to ~~Credit~~the ~~Facility~~Merger isAgreement, ~~secured~~TCAP byand ~~all~~Private ofBDC caused the ~~assets~~Merger ofto ~~the~~be ~~Borrower~~consummated ~~and~~by filing a ~~pledge~~certificate of ~~equity~~merger ~~interests~~(the in“Certificate of Merger”) with the ~~Borrower.~~Secretary ~~Borrowings~~of ~~under~~State of the ~~ASPV~~State ~~Credit~~of ~~Facility~~Delaware ~~are~~on ~~considered~~December ~~the~~30, ~~Company’s~~2022. ~~borrowings~~The ~~for~~Merger ~~purposes~~became ofeffective ~~complying~~on ~~with~~January 1, 2023 (the ~~asset~~“Effective ~~coverage~~Time”), ~~requirements~~as ~~under~~agreed to by the ~~Investment~~parties ~~Company~~and ~~Act~~specified ofin ~~1940,~~the asCertificate ~~amended~~of Merger.

~~Under~~At the ~~ASPV~~Effective ~~Credit~~Time, ~~Facility~~common shares of beneficial interest, par value $0.001 per share, of Private BDC outstanding immediately prior to the ~~Borrower~~Effective ~~has~~Time ~~made~~were ~~certain~~converted ~~customary~~into ~~representations~~a ~~and~~number ~~warranties~~of Class I common shares of beneficial interest, ~~and~~par isvalue ~~required~~$0.001 per share, of TCAP (the “TCAP Common Shares”) equal to ~~comply~~a ~~with~~ratio ~~various~~of ~~covenants~~one to one. As a result, ~~reporting~~TCAP ~~requirements~~issued ~~and~~an ~~customary~~aggregate ~~requirements~~of ~~for~~approximately ~~similar~~20,943,030 ~~credit~~TCAP ~~facilities.~~Common Shares to former Private BDC shareholders. The ~~ASPV~~TCAP ~~Credit~~Common ~~Facility~~Shares ~~also~~issued ~~contains~~and ~~events~~outstanding ofimmediately ~~default~~prior ~~customary~~to ~~for~~the ~~transactions~~Effective ofTime ~~this~~remained ~~nature~~outstanding upon the Effective Time and were unaffected by the Merger. As a result, immediately following the Merger, TCAP had approximately 20,945,030 Class I Common Shares outstanding, and no Class S or D Common Shares outstanding.

The foregoing summary description of the ~~ASPV~~Merger ~~Credit~~Agreement ~~Facility~~and ~~does~~the ~~not~~transactions ~~purport~~contemplated tothereby beis ~~complete~~subject to and is qualified in its entirety by reference to the ~~ASPV~~Merger ~~Credit Facility~~Agreement, a copy of which iswas filed by TCAP as Exhibit 102.1 to ~~this~~its Current Report on Form 8-K filed with the Securities and isExchange Commission (“SEC”) on January 5, 2023, and the terms of which are incorporated herein by reference.

~~Item~~The 2Merger Agreement has been incorporated by reference into this Current Report on Form 8-K in order to provide investors and security holders with information regarding its terms.03 ~~Creation~~It is not intended to provide any other information about the parties thereto or their respective subsidiaries and affiliates. The Merger Agreement contains representations, warranties, covenants and agreements that were made only for purposes of athe ~~Direct~~Merger ~~Financial~~Agreement ~~Obligation~~and as of specific dates; were solely for the benefit of the parties to the Merger Agreement (except as may be expressly set forth in the Merger Agreement); may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and security holders should not rely on such representations, warranties, covenants or anagreements, ~~Obligation~~or ~~under~~any andescriptions ~~Off-Balance~~thereof, ~~Sheet~~as ~~Arrangement~~characterizations of athe ~~Registrant~~actual state of facts or condition of any of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties to the Merger Agreement.

~~The~~In ~~information~~connection ~~set~~with ~~forth~~the inMerger, ~~Item~~the ~~1.01~~two existing credit facilities of ~~this~~Private ~~Current~~BDC ~~Report~~were onindirectly ~~Form~~assumed ~~8-K~~by ~~regarding~~TCAP, ~~the~~as ~~ASPV~~each ~~Credit~~of ~~Facility~~Private isBDC’s ~~incorporated~~subsidiaries ~~herein~~became bysubsidiaries ~~reference.~~of TCAP in the Merger as of the Effective Time.


Item 2.01			Completion of Acquisition or Disposition of Assets.

The information in this Current Report on Form 8-K set forth under Item 1.01 is incorporated by reference into this Item 2.01.


Item 8.01			Other Events.

A press release announcing the Merger is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
10.1			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
2.1			Agreement and Plan of Merger among AG Twin Brook Capital Income Fund and AGTB Private BDC, dated as of December 30, 2022. (Incorporated by reference to Exhibit 2.1 to AG Twin Brook Capital Income Fund’s Current Report on Form 8-K filed with the SEC on January 5, 2023).
99.1			Press Release, dated as of January 5, 2023.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AGTB Private BDC
	AG Twin Brook Capital Income Fund,
Dated: December 19, 2022	By:	/s/ Terrence Walters
	on behalf of AGTB Private BDC
Dated: January 5, 2023	By:	/s/ Terrence Walters
	Name:	Terrence Walters
	Title:	Chief Financial Officer and Treasurer

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