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SC TO-I ·Filed Nov 4, 2026
TP

TPG Twin Brook Capital Income Fund

NEUTRAL
Impact 3/10
Horizonweeks Processed1d 5h ago SEC0001628280-26-070206
Tender offer (issuer buyback)
Actionable Insight • Neutral

Monitor the December 3 expiration for tender results; the actual repurchase amount will depend on shareholder participation. The 5% cap and pro-rata mechanism limit liquidity risk for remaining shareholders. The next quarterly tender is expected around March 31, 2027.

DirectionNeutral
Confidencehigh
Horizonweeks

Executive Summary

TPG Twin Brook Capital Income Fund launched a tender offer to repurchase up to 5,536,880 of its shares (approximately 5% of outstanding shares as of September 30, 2026) at net asset value per share as of December 31, 2026. The offer provides liquidity to shareholders in a closed-end BDC with no secondary market, funded from cash on hand or borrowings. Shares issued after January 1, 2026 (excluding DRIP shares) are subject to a 2% early repurchase deduction.

Key Financial Metrics

Deal Value
$139.5M

Key Facts

  • Offer to purchase up to 5,536,880 shares, representing approximately 5% of outstanding shares as of September 30, 2026
  • Purchase price equals net asset value per share as of December 31, 2026 (Valuation Date)
  • Offer expires December 3, 2026 at 11:59 p.m. Eastern Time
  • Shares issued on or after January 1, 2026 (except DRIP shares) subject to 2% early repurchase deduction
  • Funding from cash on hand, borrowings, or proceeds from portfolio sales
  • No minimum tender condition; pro-rata acceptance if oversubscribed
  • No officers, trustees, or affiliates intend to tender shares
  • Shares are not traded on any established market

Financial Impact

Maximum aggregate purchase price of approximately $139.5 million based on $25.20 NAV per share as of September 30, 2026

outstanding sharesnet asset valueliquidity

Risk Factors

  • If oversubscribed, shareholders may have only a portion of tendered shares repurchased on a pro-rata basis
  • Repurchases may require portfolio liquidation, potentially causing losses or higher turnover expenses
  • Early repurchase deduction of 2% applies to shares held less than 12 months (excluding DRIP shares)
  • No guarantee of future tender offers; liquidity is limited to periodic repurchase offers

Documents Analyzed

This report is based on 11 SEC documents filed with EDGAR.

DocumentAccession Number
SC TO-I Filing (Primary)0001628280-26-070206
Document: tcap-exa1ii12x31x26.htm0001628280-26-070206
Document: tcap-scheduleto12x31x26.htm0001628280-26-070206
Document: tcap-exa1vi12x31x26.htm0001628280-26-070206
Document: tcap-exa1v12x31x26.htm0001628280-26-070206
Document: tcaptofilingfees123126.htm0001628280-26-070206
Document: tcap-exa1i12x31x26.htm0001628280-26-070206
Document: tcap-exa1iv12x31x26.htm0001628280-26-070206
Document: 0001628280-26-070206-index-headers.html0001628280-26-070206
Document: 0001628280-26-070206-index.html0001628280-26-070206
Document: 0001628280-26-070206.txt0001628280-26-070206

US Market Status

Market Closed · Opens Mon (59h 29m)

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Report published Nov 4, 2026