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TCW Direct Lending VII

Filed: 20 Mar 20, 12:35pm

 

 

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): March 17, 2020

 

 

TCW Direct Lending VII LLC

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware 814-01246 82-2252672

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(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 Form8-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 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

None                          

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 Rule12b-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 March 17, 2020, TCW DL VII Financing LLC (the “Borrower”), a wholly-owned, special purpose financing subsidiary of TCW Direct Lending VII LLC (the “Company”), amended and restated the credit and security agreement (the “Second A&R Credit Agreement”) for its senior secured credit facility, among the Borrower, PNC Bank, National Association, as facility agent, the lenders from time to time party thereto, and State Street Bank and Trust Company, as collateral agent (as amended and restated, the “A&R Credit Facility”). The A&R Credit Facility, among other things, increased the total commitments under the prior facility from $600 million to $795 million under the A&R Credit Facility. The additional commitments are being provided by State Street Bank and Trust Company, KeyBank National Association, Sterling National Bank and Atlantic Union Bank. Certain terms of the Second A&R Credit Agreement are described below, and reference is made to the Second A&R Credit Agreement for complete terms and conditions.

Under the A&R Credit Facility, the lenders have agreed to extend credit to the Borrower in an aggregate principal amount of up to $795 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 A&R Credit Facility during the period commencing January 29, 2019 and ending on January 29, 2022 and (ii) term loans under the A&R Credit Facility during the period commencing January 29, 2019 and ending on March 17, 2020, unless, in the case of (i) and (ii), there is an earlier termination of the A&R Credit Facility or event of default thereunder. The A&R Credit Facility will mature on January 29, 2024. Loans under the A&R 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 A&R 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 A&R Credit Facility.

Under the A&R 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 A&R 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 Second A&R 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 Exhibit 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.

 

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

10.1  Second Amended and Restated Credit and Security Agreement, dated as of March  17, 2020, among TCW DL VII Financing LLC, as borrower, PNC Bank, National Association, as facility agent, the lenders from time to time party thereto, and State Street Bank and Trust Company, as collateral agent.

 

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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: March 19, 2020  TCW DIRECT LENDING VII LLC
  By: 

/s/ James G. Krause

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