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): October 9, 2020
TCW Direct Lending LLC
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 814-01069 | | 46-5327366 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| |
200 Clarendon Street, 51st Floor 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 Form 8-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 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)) |
| ☐ | 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). |
| ☐ | 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 5.07. Submission of Matters to a Vote of Security Holders
On October 9, 2020, TCW Direct Lending LLC (the “Company”) completed its solicitation of consents to approve a proposal to allow the Company to make certain specified follow-on investments (the “Consent Solicitation”). The results reported below include some votes whereby the holder indicated assent before the deadline and confirmed with a completed consent received after that deadline. Pursuant to the Consent Solicitation, the following matter was submitted to the vote of the members, with the results of voting set forth below.
| | 1. | The Company’s members approved a proposal to allow the Company to make pre-identified Follow-On Investments, as listed below and including investments in these listed entities as well as their holding companies, subsidiaries, successors or other affiliates, after the Anniversary Expiration, subject to the 10% limit specified in the Company’s Second Amended and Restated Limited Liability Company Agreement: |
Animal Supply Co LLC;
H-D Advanced Manufacturing Co;
OTG Management LLC;
Ruby Tuesday Inc.; and
School Specialty Inc.
The voting results were as follows (expressed as percentages of total outstanding interests):
| | | | |
Votes For | | Votes Abstained | | Votes Objecting |
| 75.52% | | None | | 1.82% |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| Date: October 15, 2020 | | | | TCW DIRECT LENDING LLC |
| | | |
| | | | By: | | /s/ James G. Krause |
| | | | | | Name: James G. Krause |
| | | | | | Title: Chief Financial Officer & Senior Vice President |
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