(b)Purchases.The Exchange Offer is open to all unitholders who validly tender and do not validly withdraw their Units prior to the expiration date in a jurisdiction where the Exchange Offer is permitted. Therefore, the directors and executive officers of Direct Lending that are unitholders may participate in the Exchange Offer on the same terms and conditions as the other unitholders. Reference is made to the information set forth under the headings “Questions and Answers About the Exchange Offer—Who may participate in the exchange offer?” and “Certain Relationships and Related Party Transactions—Participation of Related Parties in the Exchange” in the Offer to Exchange, which is incorporated herein by reference.
| Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
(e)Agreements Involving the Subject Company’s Securities.The information set forth under the heading “Management and Other Agreements of Direct Lending,” “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Party Transactions” in the Offer to Exchange is incorporated herein by reference. Except as set forth therein, Direct Lending does not know of any agreement, arrangement, understanding or relationship relating, directly or indirectly, to the Exchange Offer (whether or not legally enforceable), between Direct Lending, any of its executive officers or directors, any person controlling Direct Lending or any officer or director of any corporation ultimately in control of Direct Lending and any other person with respect to Direct Lending’s securities (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations).
| Item 6. | Purposes of the Transaction and Plans or Proposals. |
(a)Purposes.Information regarding the purpose of the transaction is described in the information under the headings “Summary—Reasons for the Exchange Offer” and “TheSplit-Off Transaction” in the Offer to Exchange, which is incorporated herein by reference.
(b)Use of Securities Acquired.Units validly tendered and not validly withdrawn prior to the expiration date of the Exchange Offer that are accepted for exchange by the Company will be canceled upon settlement of the Exchange Offer. Further information regarding the treatment of Units acquired pursuant to the Exchange Offer is incorporated herein by reference from the Offer to Exchange under the heading “TheSplit-Off Transaction—Accounting Treatment.”
(c)Plans.The information set forth under the headings “TheSplit-Off Transaction,” “Dividend and Distribution Information,” “Description of Certain Indebtedness of Direct Lending and the Extension Fund,” “Capitalization,” “Business of Direct Lending” and “Description of Units of Direct Lending” in the Offer to Exchange is incorporated herein by reference.
| Item 7. | Source and Amount of Funds or Other Consideration. |
(a)Source of Funds.The information set forth under the headings “The Exchange Offer,” “Description of Certain Indebtedness of Direct Lending and the Extension Fund” and “Description of Capital Stock of the Extension Fund” in the Offer to Exchange is incorporated herein by reference.
(b)Conditions.The information set forth under the heading “The Exchange Offer—Conditions to Completion of the Exchange Offer” in the Offer to Exchange is incorporated herein by reference. There are no alternative financing arrangements or alternative financing plans in the event that the funds set forth in Item 7(a) are insufficient or unavailable.
(d)Borrowed Funds.Not applicable.
| Item 8. | Interest in Securities of the Subject Company. |
(a)Securities Ownership.The information set forth under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Party Transactions—Participation of Related Parties in the Exchange” in the Offer to Exchange is incorporated herein by reference.
