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): December 12, 2014
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.) |
| 865 S Figueroa Street Los Angeles, California |
90017 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (213) 244-0896
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)) |
| Item 3.02 | Unregistered Sales of Equity Securities. |
On December 12, 2014, TCW Direct Lending LLC (the “Company”) entered into additional subscription agreements with certain investors for the subscription of 1,532,000 Common Units of the Company for an aggregate offering price of $153,200,000. No underwriting discounts or commissions have been or will be paid in connection with the sale of such Common Units. Under the terms of the subscription agreements and related offering documents, the Company may draw down all or any portion of the undrawn commitment with respect to each Common Unit generally upon at least ten (10) business days’ prior written notice to the unitholders; provided that the initial drawdown may be made upon at least five (5) business days’ prior written notice.
The Common Units will be issued in private transactions not involving any public offering and therefore exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, and Rule 506(c) of Regulation D thereunder.
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SIGNATURE
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.
| TCW DIRECT LENDING LLC | ||||||
| Date: December 19, 2014 | By: | /s/ James Krause | ||||
| Name: James Krause | ||||||
| Title: Chief Financial Officer | ||||||
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