8-K 1 tm2611163d1_8k.htm FORM 8-K 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):
April 7, 2026 Third Point Private Capital Partners (Exact Name of Registrant as Specified in Charter) Delaware 000-56662 99-3198614 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 55 Hudson Yards, 51 st Floor New York, New York 10001 (Address of Principal Executive Offices) (Zip Code) (212) 715-3880 (Registrant’s Telephone Number, Including
Area Code) Not Applicable (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 N/A 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 x 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. Goldman Sachs Bank USA Asset-Based Credit Facility On April 7, 2026, TP Private Capital Partners
SPV I (FLCF) LLC (“ SPV I ”), a wholly-owned subsidiary of Third Point Private Capital Partners (the “ Fund ”),
entered into a senior secured credit facility (the “ ABL Credit Facility ”) pursuant to a Credit Agreement (the
 “ ABL Credit Agreement” ) with Goldman Sachs Bank USA, as administrative agent and lender. At closing, the ABL
Credit Facility had an initial committed amount of $150,000,000 (the “ Facility Amount ”), with the ability to
increase up to a specified maximum amount subject to satisfaction of certain conditions and Goldman Sachs’ consent. The ABL Credit
Facility has a five-year maturity, consisting of a three-year reinvestment period followed by a two-year amortization period. Advances
under the ABL Credit Facility bear interest at a rate per annum equal to Term SOFR plus 1.90% for Term SOFR loans. SPV I is required to
pay (i) an upfront fee equal to 0.75% of the Facility Amount, payable on the closing date, and (ii) a quarterly unused commitment fee
equal to 0.40% per annum on the unused portion (or such other amount, to the extent applicable, based on the date of determination) of
the Facility Amount, calculated on the basis of a 360-day year and the actual number of days elapsed. The foregoing description is only a summary of
the material provisions of the ABL Credit Facility and is qualified in its entirety by reference to the ABL Credit Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K. Goldman Sachs Bank USA Subscription Credit Facility On April 7, 2026, TP Private Capital Partners
SPV II (SCF) LLC (“ SPV II ”), a wholly-owned subsidiary of the Fund, entered into a senior secured revolving
credit facility (the “ SCF Credit Facility ”) pursuant to a Credit Agreement (the “ SCF Credit Agreement ”)
with Goldman Sachs Bank USA, as administrative agent and lender. At closing, the SCF Credit Facility had an initial committed amount of
$20,000,000 (the “ SCF Facility Amount ”). The SCF Credit Facility matures on the earlier of (i) the 12-month anniversary
of the closing date and (ii) 30 days prior to the last date the Fund may issue capital calls under its governing documents. Advances under
the SCF Credit Facility bear interest at a rate per annum equal to Term SOFR plus 2.40% for Term SOFR loans. SPV II is required to pay
(i) an upfront fee equal to 0.25% of the SCF Facility Amount, payable on the closing date, and (ii) a quarterly unused commitment fee
equal to 0.25% per annum on the unused portion of the SCF Facility Amount. The foregoing description is only a summary of
the material provisions of the SCF Credit Facility and is qualified in its entirety by reference to the SCF Credit Agreement, which is
filed as Exhibit 10.2 to this Current Report on Form 8-K. Subscription Agreement On April 7, 2026, the Fund entered into a subscription
agreement (the “ Subscription Agreement ”) with Delticus Opportunities Fund LLC, an affiliate of Third Point Private
Capital LLC, the Fund’s investment adviser, pursuant to which the investor committed to purchase shares of the Fund’s Class
I common stock, par value $0.001 per share (the “ Shares ”), in an aggregate amount of up to $40,000,000. In connection with the acceptance of the subscription,
the investor funded its entire capital commitment in full. The foregoing description is only a summary of
the material provisions of the Subscription Agreement and is qualified in its entirety by reference to the Subscription Agreement, a copy
of which is filed as Exhibit 10.7 to the Fund’s Registration Statement on Form 10 and is incorporated herein by reference. Item 2.01 Completion of Acquisition or Disposition of Assets. Initial Portfolio / Warehouse Investments On April 7, 2026, the Fund completed the acquisition
of a portfolio of loan investments (the “ Warehouse Investments ”) from Macquarie Bank Limited and/or its affiliates
(collectively, “ Macquarie ”) pursuant to certain LSTA Par/Near Par trade confirmations and related agreements
(the “ Trade Confirmations ”). The Warehouse Investments were previously acquired
by Macquarie at the request of the Fund prior to the Fund’s election to be regulated as a business development company under the
Investment Company Act of 1940, as amended, and were identified, evaluated and selected by the TP Private Credit Team. Pursuant to the Trade Confirmations, the Fund’s
obligation to purchase the Warehouse Investments was subject to certain conditions, including the receipt by the Fund of a minimum amount
of committed but uncalled capital commitments and approval by the Fund’s Board of Trustees. The Fund satisfied such conditions and
completed the acquisition on April 7, 2026. The aggregate commitments/par amount of the Warehouse
Investments was approximately $105,909,888, and the aggregate purchase price was approximately $85,696,118, net of accrued interest. The
acquisition was funded with a combination of cash proceeds from the Fund’s private offering of its Shares described under Item 3.02
below and borrowings under the Fund’s credit facilities described under Item 1.01 above. A schedule of the Warehouse Investments purchased
by the Fund on the acquisition date is set forth below: Company Name Industry Security Type Facility Type Reference Rate + Spread Interest Rate 1 Maturity Commitments/ Par Amount/ Units Cost 2 Fair Value 3 Percentage of Total Cost of Warehousing Transactions Cornerstone Caregiving, LLC Health Care Providers & Services First Lien Term Loan SOFR+4.75% 8.44 % 4/1/2032 $ 9,230,769 $ 9,139,001 $ 9,138,462 10.66 % Cornerstone Caregiving, LLC Health Care Providers & Services First Lien Revolving Loan SOFR+4.75% N/A 4/1/2032 $ 769,231 $ (7,255 ) $ (7,692 ) -0.01 % CP Turf Parent, LLC Building Products First Lien Revolving Loan SOFR+5.00% N/A 10/25/2029 $ 918,750 $ (2,678 ) $ (9,188 ) 0.00 % CP Turf Parent, LLC Building Products First Lien Delayed Draw Term Loan SOFR+5.00% N/A 10/25/2029 $ 1,454,111 $ 912 $ (14,541 ) 0.00 % CP Turf Parent, LLC Building Products First Lien Term Loan SOFR+5.00% 8.70 % 10/25/2029 $ 6,631,140 $ 6,522,939 $ 6,564,829 7.61 % CP Turf Parent, LLC Building Products First Lien Term Loan SOFR+5.00% 8.70 % 10/25/2029 $ 1,322,029 $ 1,300,457 $ 1,308,808 1.52 % Fabletics, Inc. Textiles, Apparel & Luxury Goods First Lien Term Loan SOFR+7.50% 11.17 % 10/31/2030 $ 12,500,000 $ 12,117,508 $ 12,375,000 14.14 % Fabletics, Inc. Textiles, Apparel & Luxury Goods First Lien Delayed Draw Term Loan SOFR+7.50% 11.17 % 10/31/2030 $ 500,000 $ 84,614 $ 73,993 0.10 % Genova Diagnostics, Inc. Health Care Providers & Services First Lien Term Loan SOFR+6.75% 10.45 % 12/23/2030 $ 16,797,581 $ 16,135,984 $ 16,335,647 18.83 % Genova Diagnostics, Inc. Health Care Providers & Services First Lien Revolving Loan SOFR+6.75% N/A 12/23/2030 $ 1,290,323 $ (26,536 ) $ (35,484 ) -0.03 % Genova Diagnostics, Inc. Health Care Providers & Services First Lien Delayed Draw Term Loan SOFR+6.75% 10.45 % 12/23/2030 $ 1,806,452 $ 1,741,377 $ 1,756,774 2.03 % Kassel Mechanical, LLC Commercial Services & Supplies First Lien Term Loan SOFR+8.00% 11.66 % 9/17/2029 $ 15,655,646 $ 15,172,897 $ 15,420,811 17.71 % LHS Borrower, LLC Building Products First Lien Term Loan SOFR+5.25% 8.92 % 9/4/2031 $ 10,049,063 $ 9,770,492 $ 9,898,327 11.40 % LHS Borrower, LLC Building Products First Lien Revolving Loan SOFR+5.25% 8.92 % 9/4/2031 $ 750,000 $ 191,300 $ 183,750 0.22 % Valor Buyco LLC Transportation Infrastructure First Lien Revolving Loan SOFR+4.75% N/A 12/23/2031 $ 2,666,667 $ (7,772 ) $ (26,667 ) -0.01 % Valor Buyco LLC Transportation Infrastructure First Lien Term Loan SOFR+4.75% 8.45 % 12/23/2031 $ 7,777,778 $ 7,657,246 $ 7,700,000 8.94 % Valor Buyco LLC Transportation Infrastructure First Lien Delayed Draw Term Loan SOFR+4.75% N/A 12/23/2031 $ 5,555,556 $ 11,586 $ (55,556 ) 0.01 % VP Security Buyer, Inc. Professional Services First Lien Revolving Loan SOFR+4.75% N/A 10/10/2031 $ 1,666,667 $ (763 ) $ (20,833 ) 0.00 % VP Security Buyer, Inc. Professional Services First Lien Term Loan SOFR+4.75% 8.40 % 10/10/2031 $ 4,821,250 $ 4,680,433 $ 4,760,984 5.46 % VP Security Buyer, Inc. Professional Services First Lien Delayed Draw Term Loan SOFR+4.75% 8.42 % 10/10/2031 $ 3,746,875 $ 1,214,376 $ 1,200,039 1.42 % Total Investments $ 105,909,888 $ 85,696,118 $ 86,547,463 100 % 1 Represents
                                            interest rates in effect as of April 7, 2026. Positions, or portions thereof, that represent
                                            unfunded commitments do not earn interest, although such positions may be subject to unused
                                            commitment fees. 2 Negative
                                            cost may result from unamortized fees or amounts received at settlement in excess of capital
                                            invested. 3 Negative
                                            fair value may result from the commitment being valued below par. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above
under “ Goldman Sachs Bank USA Asset-Based Credit Facility” and “Goldman Sachs Bank USA Subscription Credit Facility ”
are incorporated by reference into this Item 2.03. Item 3.02 Unregistered Sales of Equity Securities. In connection with the Subscription Agreement
described under Item 1.01 above, the Fund issued 1,600,000 Shares to the investor in exchange for an aggregate capital contribution of
$40,000,000. The offer and sale of the Shares was made pursuant
to the Subscription Agreement and was exempt from the registration requirements of the Securities Act of 1933, as amended (the “ Securities
Act ”), pursuant to Section 4(a)(2) thereof and Regulation D promulgated thereunder. Item 9.01 Financial Statements and Exhibits Exhibit No. Description 10.1 ABL Credit Agreement, dated as of April 7, 2026, by and among TP Private Capital Partners SPV I (FLCF)
    LLC, as borrower, Third Point Private Capital LLC, as collateral manager, various lenders, Goldman Sachs Bank USA, as syndication
    agent, administrative agent and calculation agent, and State Street Bank and Trust Company, as collateral agent, collateral custodian,
    and collateral administrator. 10.2 SCF Credit Agreement, dated as of April 7, 2026 by and among TP Private Capital Partners SPV II (SCF) LLC, as borrower, Third Point Private Capital LLC, as collateral manager, and Goldman Sachs Bank USA, as administrative agent and as a lender, and the other lenders from time to time party thereto. SIGNATURES 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. THIRD POINT PRIVATE CAPITAL PARTNERS (Registrant) By: /s/
                                            Christopher W. Taylor Christopher W. Taylor President and Chief Executive Officer Date: April 13, 2026

Third Point Private Capital Partners secured a $150 million senior secured credit facility from Goldman Sachs Bank USA on April 7, 2026, enhancing the company's capital structure and investment capabilities with a five-year maturity featuring a three-year reinvestment phase.

On April 7, 2026, Third Point Private Capital Partners' wholly-owned subsidiary, SPV I, entered into a senior secured credit facility with Goldman Sachs Bank USA. The facility has an initial committed amount of $150,000,000, with potential for increases based on conditions and Goldman Sachs' consent. The ABL Credit Facility matures in five years, featuring a three-year reinvestment period followed by two years of amortization. Interest on advances will be based on Term SOFR plus 1.90%. This credit facility is expected to enhance the Fund's financial flexibility.

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