M&A - TCW ASSET MANAGEMENT CO LLC

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Form Type: 40-APP/A

Filing Date: 2025-01-15

Corporate Action: Merger

Type: Update

Accession Number: 000119312525006275

Filing Summary: TCW Asset Management Company LLC, alongside TCW Direct Lending VII LLC and TCW Specialty Lending Evergreen Fund LLC, is seeking an order from the SEC to facilitate certain joint transactions in connection with their merger and restructuring as regulated investment companies (RIC). The applications detail the companies' plans to allow unitholders to either remain with the current entity or exchange their units for shares of the newly formed TCW Specialty Lending Evergreen Fund, which is intended to operate similarly to the existing entity but with an extended commitment period. The document outlines the structure, operational plans, and regulatory steps necessary for this transition, including the potential issuance of new shares and changes in investment management agreements. The proposed restructuring will also address liquidity for unitholders and provide additional investment opportunities, emphasizing careful oversight from the boards of directors throughout the process to ensure protection for both electing and non-electing unitholders. Key considerations include maintaining proportional distribution of assets and liabilities between the involved entities and outlining the management fee structures to be applied post-transition.

Additional details:

Applicants: TCW Direct Lending VII LLC, TCW Specialty Lending Evergreen Fund LLC, TCW Asset Management Company LLC


Investment Objective: Generate risk-adjusted returns primarily through direct investments in senior secured loans made to middle-market companies


Total Debt Outstanding: $223,000,000


Share Exchange Mechanism: Unitholders may exchange Units for Shares of the Extension Fund


Minimum Condition: Minimum of 50% of Unitholders must elect to participate in the Exchange


Management Fee: 0.375% of average gross assets, paid quarterly in arrears


Incentive Fee: 20% of the Company's profits after a return of capital and a 9% IRR hurdle


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