UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 10, 2017
TCW Direct Lending LLC
(Exact name of registrant as specified in its charter)
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Delaware | | 814-01069 | | 46-5327366 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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200 Clarendon Street Boston, Massachusetts | | 02116 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(617)936-2275
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On April 10, 2017, TCW Direct Lending LLC (the “Company”) entered into a Third Amended and Restated Revolving Credit Agreement, by and among the Company, as borrower, and Natixis, New York Branch, as administrative agent and the lenders party thereto, which amends that certain Revolving Credit Agreement, dated as of November 12, 2014, that was subsequently amended by an Amended and Restated Revolving Credit Agreement, dated as of December 22, 2014, and a Second Amended and Restated Revolving Credit Agreement, dated as of July 1, 2015 (as so amended and restated, the “Credit Agreement”). Certain terms of the Credit Agreement are described below, and reference is made to the Credit Agreement for complete terms and conditions. A copy of the Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form8-K and is incorporated herein by reference.
The Credit Agreement provides for a revolving credit line of up to $750 million, subject to the available borrowing base, which is generally the sum of (a) a percentage of certain eligible investments, (b) a percentage of remaining unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of the Company’s investors, portfolio investment and substantially all other assets of the Company. The stated maturity date of the Credit Agreement is April 10, 2020. Borrowings under the Credit Agreement bear interest at a rate equal to either (a) adjusted eurodollar rate calculated in a customary manner plus 2.35%, (b) commercial paper rate plus 2.35%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted eurodollar rate plus 1.00%) plus 1.35%.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 is hereby incorporated by reference to this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
Exhibits
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Exhibit 10.1 | | Third Amended and Restated Revolving Credit Agreement, dated as of April 10, 2017, among TCW Direct Lending LLC, as borrower, and Natixis, New York Branch, as Administrative Agent and the lenders party thereto. |
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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.
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| | | | TCW DIRECT LENDING LLC |
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Date: April 14, 2017 | | | | By: | | /s/ James Krause |
| | | | | | Name: James Krause |
| | | | | | Title: Chief Financial Officer |
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