Item 1.01. Entry into a Material Definitive Agreement.
On January 29, 2019, TCW DL VII Financing LLC (the “Borrower”), a newly-formed, wholly-owned, special purpose financing subsidiary of TCW Direct Lending VII LLC (the “Company”) entered into a senior secured credit facility (the “Credit Facility”) pursuant to a credit and security agreement (the “Credit Agreement”) with PNC Bank, National Association (“PNC”), as facility agent, the lenders from time to time party thereto, and State Street Bank and Trust Company, as collateral agent. Certain terms of the Credit Agreement are described below, and reference is made to the Credit Agreement for complete terms and conditions.
Under the Credit Facility, the lenders have agreed to extend credit to the Borrower in an aggregate principal amount of up to $400 million of revolving and term loans (the “Maximum Commitment”), subject to compliance with a borrowing base. The Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $900 million, subject to lender consent and obtaining commitments for the increase. The Borrower may make borrowings of (i) revolving loans under the Credit Facility during the period commencing January 29, 2019 and ending on January 29, 2022 and (ii) term loans under the Credit Facility during the period commencing January 29, 2019 and ending on January 29, 2020, unless, in the case of (i) and (ii), there is an earlier termination of the Credit Facility or event of default thereunder. The Credit Facility will mature on January 29, 2024. Loans under the Credit Facility will bear interest at a fluctuating rate of interest per annum equal to, at the Borrower’s option, either (i) three-month LIBOR plus the facility margin of 2.30% per annum or (ii) the Base Rate plus the facility margin of 2.30% per annum.
The Borrower’s obligations under the Credit Facility are secured by a first priority security interest in all of the assets of the Borrower, including its portfolio of loans which will be contributed by the Company to the Borrower in exchange for 100% of the membership interest of the Borrower and any payments received in respect of such loans. The Company may contribute or sell to the Borrower additional loans from time to time after the closing date, which shall be pledged in favor of the lenders under the Credit Facility.
Under the Credit Facility, the Borrower has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility also includes events of default that are customary for similar credit facilities.
Borrowings of the Borrower arenon-recourse to the Company but are considered borrowings of the Company for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.
The foregoing description of the Credit Agreement is a summary only and is qualified in all respects by the provisions of such agreement, a copy of which is hereto as Exhibits 10.1 and is incorporated by reference herein.
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.
(d) Exhibits
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