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EX-10.1 - EXHIBIT 10.1 - TCW Direct Lending LLCd845865dex101.htm

  

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 6, 2020 

  

  

TCW Direct Lending LLC 

(Exact Name of Registrant as Specified in its Charter) 

  

  

Delaware 

(State or other jurisdiction of incorporation) 

  

814-01246
(Commission File Number) 

  

82-2252672
(I.R.S. Employer Identification No.) 

200 Clarendon Street, 51st Floor
Boston, Massachusetts
(Address of Principal Executive Offices and 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 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)) 

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 

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. 

  

On April 6, 2020, TCW Direct Lending LLC (the “Company”) entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement (the “Amendment”), 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, a Second Amended and Restated Revolving Credit Agreement, dated as of July 1, 2015, and a Third Amended and Restated Revolving Credit Agreement dated as of April 10, 2017 (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 Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. 

  

The Credit Agreement provides for a revolving credit line of up to $375 million (with an option for the Company to increase this amount to $450 million subject to consent of the lenders and satisfaction of certain other conditions), 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 investments and substantially all other assets of the Company. The stated maturity date of the Credit Agreement is April 9, 2021, which date (subject to the satisfaction of certain conditions) may be extended by the Borrower for up to an additional 364 days. Borrowings under the Credit Agreement bear interest at a rate equal to either (a) adjusted eurodollar rate calculated in a customary manner plus 2.50%, (b) commercial paper rate plus 2.50%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted eurodollar rate plus 1.00%) plus 1.50%, provided however in each case the CP Rate and the Eurocurrency Rate shall have a floor of 1.00%. 

  

  

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 in Item 1.01 is hereby incorporated by reference to this Item 2.03. 

  

Item 9.01. Financial Statements and Exhibits. 

  

(d) Exhibits  

  

  

  

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. 

Date: April 13, 2020 

TCW DIRECT LENDING LLC 

  

By: /s/ James G. Krause
Name: James G. Krause
Title:   Chief Financial Officer & Senior Vice President