AG Twin Brook Manager, LLC (“Twin Brook” or the “Firm”) is a Delaware limited
liability company, founded in 2019. Twin Brook is a wholly owned subsidiary of Angelo,
Gordon & Co., L.P. which is a Delaware limited partnership (together with its affiliates, as
applicable, including Twin Brook, “Angelo Gordon”). As of December 31, 2022, the Firm
managed approximately $297 million, all on a discretionary basis. This amount includes
interests which one of the Firm’s clients holds in its other client, consistent with the master-
feeder structure of the clients.
Relationship with Angelo, Gordon & Co., L.P.
Angelo Gordon is a privately held firm founded in 1988, specializing in global alternative
(non-traditional) investments with an absolute return orientation. AG Partner Investments, L.P.
is the majority owner of Angelo Gordon. Approximately 100 senior employees have an indirect
minority interest in Angelo Gordon. Angelo Gordon is headquartered in New York with
associated offices in Chicago, Los Angeles, San Francisco, Amsterdam, Milan, London,
Frankfurt, Hong Kong, Tokyo, Seoul and Singapore. As discussed in more detail below, Angelo
Gordon advises a variety of investment vehicles and accounts (“AG Accounts”).
Twin Brook has entered into a Resource Sharing Agreement (the “Resource Sharing
Agreement”) with Angelo Gordon, pursuant to which Angelo Gordon will provide Twin Brook
with experienced investment professionals and access to the resources of Angelo Gordon
necessary or appropriate in connection with Twin Brook’s obligations to its clients (the
“Clients”). Through the Resource Sharing Agreement, Twin Brook intends to capitalize on the
significant deal origination, credit underwriting, due diligence, investment structuring, execution,
portfolio management and monitoring experience of Angelo Gordon’s investment professionals.
Angelo Gordon’s Chicago-based direct lending investment team (the “Investment
Team”) is responsible for identifying investment opportunities, conducting research and due
diligence on prospective investments, structuring investments and monitoring and servicing
investments. The Investment Team takes a bottom-up, cash-flow based fundamental research
approach to investing and focuses primarily on corporate credit investment opportunities in the
United States. The senior members of the Investment Team have been actively involved in the
lower middle market for over 20 years and have built strong relationships with the middle market
private equity sponsor community, along with most of the capital markets and senior
management teams at many of the leading middle market finance companies.
Twin Brook’s investment committee (which consists of personnel provided to Twin
Brook pursuant to the Resource Sharing Agreement) is comprised of six members who are, as a
committee, responsible for approving investments. The extensive experience of the investment
professionals serving on the investment committee includes expertise in privately originated and
publicly traded leveraged credit, stressed and distressed debt, bankruptcy, mergers and
acquisitions and private equity. This diverse skill set provides a range of perspectives in the
evaluation of each investment opportunity.
Angelo Gordon personnel provided to Twin Brook through the Resource Sharing
Agreement will devote such time and effort in conducting activities on behalf of Twin Brook’s
Clients as the Firm reasonably determines appropriate to fulfill its duties to the Clients under
each Client’s governing documents. However, such Angelo Gordon employees, including the
Investment Team, now or could in the future serve, as officers, directors,
members, or principals
of entities that operate in the same or a related line of business as the Firm, or of investment
funds, accounts, or investment vehicles managed by Angelo Gordon and/or its affiliates.
Twin Brook’s Clients
Twin Brook’s primary function is to act as the investment adviser to a privately offered
business development company, AG Twin Brook BDC, Inc. (the “Company”), a Delaware
corporation. As the Company’s investment adviser, Twin Brook manages the day-to-day
operations of the Company and provides the Company with investment advice and related
management services. In addition to advising the Company, Twin Brook also advises the
Company’s feeder fund, AG Twin Brook BDC Holdings, Ltd. (the “Feeder Fund”).
The Company was established to capitalize upon investment opportunities available in
middle market direct lending. The Company is an externally managed, non-diversified closed-
end investment management company that has elected to be treated as a business development
company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).
The Feeder Fund is a Cayman Islands exempted company that will, and is required by its
governing documents to, invest all or substantially all of its investable assets in the common
stock issued by the Company.
Because each of the Clients is a pooled fund, investment objectives and restrictions are
set forth in each Client’s governing documents (including any advisory agreements, investment
guidelines or offering memoranda). In some cases, consistent with the governing documents, a
Client’s guidelines, objectives and restrictions can be amended to provide or remove limitations
on how the Firm manages the Client’s account, with the agreement of the Client’s board of
directors, general partner or equivalent governing body (which can include the Firm or its
affiliates or their respective personnel). However, it is not expected that any particular investor
in a Client will be permitted to impose or alter the limitations set forth in the Client’s governing
and offering documents.
Advice to a Client fund is not tailored to the individualized needs of any underlying
investor. Investors will be subject to the various risks described in the governing and offering
documents and should determine whether the fund meets their investment objectives and risk
tolerance prior to investing. Any discussions the Firm has with current or prospective investors
in a Client are not intended as advice to that investor, including advice that such an investor or
prospect should take any particular action with respect to a fund. Investors should be aware that
an investment in a fund does not, in and of itself, create an advisory relationship between the
investor and the Firm.
Additionally, investors who receive this brochure (whether or not through the Firm)
should be aware that, this brochure is intended solely to provide disclosure required of registered
investment advisers pursuant to Form ADV adopted under the Investment Advisers Act of 1940,
as amended (the “Advisers Act”). As such, the information in this brochure can differ in many
respects from the information provided in a Client’s governing or offering documents. To the
extent that there is any conflict between discussions herein and similar or related discussions in
the relevant governing or offering documents, the governing or offering documents are
controlling. As a result, investors should carefully review the description of the services, fees,
investor suitability standards, and other terms applicable to each of the Clients in the relevant
offering memorandum.
Copies of the offering memoranda are available by contacting (212) 692-2000.