AG Twin Brook Capital Income Fund

09/26/2024 | Press release | Distributed by Public on 09/26/2024 07:33

Amendments to Bylaws Form 8 K

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Company Name Change to TPG Twin Brook Capital Income Fund
On September 25, 2024, the Board of Trustees (the "Board") of AG Twin Brook Capital Income Fund (the "Company") adopted the Fourth Amended and Restated Agreement and Declaration of Trust (the "Fourth A&R Declaration of Trust") in order to reflect the change of the Company's name to "TPG Twin Brook Capital Income Fund".
In addition, the Fourth A&R Declaration of Trust was amended to make certain clarifying changes in response to comments issued by certain state securities regulators in connection with their review of the Company's continuous offering of common shares of beneficial interest, including further clarifying that mergers or other reorganizations of the Company require approval by the Company's shareholders and that certain financing limitations applicable to the Company's adviser also apply to the adviser's affiliates. The other material terms of the Fourth A&R Declaration of Trust were unchanged.
Further, to reflect the new name of the Company, on September 25, 2024, the Board adopted the Third Amended and Restated Bylaws (the "Third A&R Bylaws"), effective the same day. The other material terms of the Third A&R Bylaws were unchanged.
The foregoing descriptions of the Fourth A&R Declaration of Trust and the Third A&R Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Fourth A&R Declaration of Trust and the Third A&R Bylaws, which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.