Credit Facilities |
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Credit Facilities | 7. Credit Facilities On May 10, 2018, the Company entered into a Revolving Credit Agreement (the “Natixis Credit Agreement”) among the Company, as borrower, and Natixis, New York Branch (“Natixis”), as administrative agent and the committed lenders, conduit lenders and funding agents. The Natixis Credit Agreement provided for a revolving credit line (the “Natixis Revolving Credit Facility”) of up to $150,000 (the “Natixis Maximum Commitment”), subject to the lesser of the “Natixis Borrowing Base” assets or the Natixis Maximum Commitment. The Natixis Borrowing Base assets equal the sum of a percentage of unfunded commitments from certain classes of eligible investors in the Company (the “Natixis Available Commitment”). 7. Credit Facilities (Continued) The Natixis Maximum Commitment may be periodically increased in amounts designated by the Company, up to an aggregate amount of $1 billion. The maturity date of the Natixis Credit Agreement is May 10, 2021. On May 10, 2021, the Company exercised its option to extend the maturity date of the Natixis Credit Agreement to May 9, 2022. On March 15, 2022, the Company exercised its last available option to extend the Natixis Credit Agreement maturity date from May 9, 2022 to May 9, 2023. Borrowings under the Natixis Credit Agreement bear interest at a rate equal to either (a) a base rate calculated in a customary manner plus 0.75% or (b) an adjusted eurodollar rate calculated in a customary manner plus 1.75%. As of December 31, 2019, the Natixis Maximum Commitment was $400,000. The Natixis Maximum Commitment was reduced to $340,000 on April 21, 2020 and was further reduced to $280,000 on July 1, 2020. On March 10, 2021, the Natixis Maximum Commitment was reduced to $250,000. On January 10, 2023, the Company entered into the Sixth Amendment to the Revolving Credit Agreement with Natixis (the “Sixth Amended Revolving Credit Agreement”). The Sixth Amended Revolving Credit Agreement replaces the Eurocurrency Rate with a Daily Simple SOFR Rate, Term SOFR Rate and Adjusted Term SOFR Rate (each as defined in the Sixth Amended Revolving Credit Agreement) for purposes of calculating interest on the loan. Each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR Rate for such Interest Period plus the interest rate spread or "Applicable Margin." Each Daily SOFR Loan will bear interest on the outstanding principal amount thereof at a rate per annum equal to Daily Simple SOFR plus the Applicable Margin. The Term SOFR Loan and Daily SOFR Loan have an Applicable Margin of 1.75%. On May 9, 2023, the Company entered into the Seventh Amendment to the Revolving Credit Agreement with Natixis (the “Seventh Amended Revolving Credit Agreement”). The Seventh Amended Revolving Credit Agreement (1) removed the Adjusted Term SOFR Rate for purposes of calculating interest on the loan but kept the Daily Simple SOFR and Term SOFR rates as is; (2) updated the Applicable Margin from 0.75% to 1.15% for Base Rate Loans and from 1.75% to 2.15% for all other loan types; (3) added a minimum usage fee whereby the Company is charged 2.15% on undrawn amounts that are less than 50% of the Maximum Commitment; (4) modified the unused fees such that if usage is between 0% and 30%, the Company is charged 0.75%, 0.55% if usage is between 30% and 50%, and 0.40% if usage is greater than 50%; and (5) extended the maturity date of the Natixis Revolving Credit Facility 364 days to May 9, 2024. On May 9, 2024, the Company entered into the Eighth Amendment to the Revolving Credit Agreement with Natixis (the “Eighth Amended Revolving Credit Agreement”). The Eighth Amended Revolving Credit Agreement: (1) updated the Applicable Margin from 1.15% to 1.50% for Base Rate Loans and from 2.15% to 2.50% for all other loan types; (2) extended the Stated Maturity Date (previously defined as May 9, 2024) of the Natixis Revolving Credit Facility 183 days to November 8, 2024; (3) updated the definition of Maturity Date to be the earlier of the Stated Maturity Date or 45 days after a Maturity Event, which is defined as one or more of the following occurring: (a) Special Member (NLGI US Private Debt Fund I) elects to "opt-out" and have its membership interest redeemed during the next scheduled redemption date; (b) Rated Included Investors (as defined in the Natixis Credit Agreement) representing 8% or more of Unfunded Commitments elect to "opt-out"and have their membership interest redeemed during the next scheduled redemption date; or (c) Included Investors (as defined in the Natixis Credit Agreement) representing 8% or more of Unfunded Commitments elect to "opt-out"and have their membership interest redeemed during the next scheduled redemption date; and (4) allowed the Company to extend the Stated Maturity Date up to 3 months after the then effective Stated Maturity Date no more than 2 times. On July 30, 2024, the Company entered into the Ninth Amendment to the Revolving Credit Agreement with Natixis (the “Ninth Amended Revolving Credit Agreement”). The Ninth Amended Revolving Credit Agreement: (1) added the definition of Exchange Offer which means any exchange offer with respect to any membership interests in connection with a Reorganization (2) updated to the definition of Maturity Event to Maturity Event Date which is defined as when the Borrower proceeds with a Reorganization, the date 45 days prior to the date of the delivery of an Exchange Offer to any investor, unless extended by the lenders in their sole discretion and (3) requires consent of all lenders for the Borrower to deliver any Exchange Offer to investors or permit any Reorganization to be deemed effective. The Natixis Revolving Credit Facility is secured by a first priority security interest, subject to customary exceptions, in (i) all of the capital commitments of the investors in the Company, (ii) the Company’s right to make capital calls, receive payment of capital contributions from the investors and enforce payment of the capital commitments and capital contributions under the Company’s operating agreement and (iii) a cash collateral account into which the capital contributions from the investors are made. The Natixis Revolving Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Company fail to satisfy certain covenants. 7. Credit Facilities (Continued) On November 4, 2024, the Natixis Revolving Credit Agreement matured and as of that date, the Company can no longer borrow amounts under the Natixis Revolving Credit Facility. On January 29, 2019, TCW DL VII Financing LLC (the “Borrower” or “TCW DL VII Financing”), a newly-formed, wholly-owned, special purpose financing subsidiary of the Company, entered into a senior secured credit facility (the “PNC Credit Facility” and together with the Natixis Revolving Credit Facility, the “Credit Facilities”) pursuant to a credit and security agreement (the “PNC 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. Under the PNC Credit Facility, the lenders have agreed to extend credit to the Borrower in an aggregate principal amount of up to $400,000 of revolving and term loans (the “PNC Maximum Commitment”), subject to compliance with a borrowing base (the “PNC Borrowing Base”). The PNC Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $900,000, subject to lender consent and obtaining commitments for the increase. The Borrower may make borrowings of (i) a revolving loan (the “PNC Revolving Credit Facility” and together with the Natixis Revolving Credit Facility, the “Revolving Credit Facilities”) under the PNC Credit Facility during the period commencing January 29, 2019 and ending on January 29, 2022 and (ii) a term loan (the “PNC Term Loan”) under the PNC Credit Facility during the period which commenced on January 29, 2019 and ended on January 29, 2020, unless, there is an earlier termination of the PNC Credit Facility or event of default thereunder. The PNC Credit Facility will mature on January 29, 2024. Loans under the PNC Credit Facility 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. On April 11, 2019, the Borrower amended and restated the PNC Credit Agreement (as amended, the “Amended PNC Credit Agreement”) for the PNC Credit Facility. The Amended PNC Credit Agreement, among other things, (a) increased the total commitments under the PNC Credit Facility from $400,000 to $600,000 (the “Amended PNC Maximum Commitment”) and (b) made certain modifications to the calculation of the borrowing base under the prior facility, including the eligibility requirements of collateral obligations pledged under the PNC Credit Facility and loan portfolio concentration limits. On March 17, 2020, the Borrower amended and restated the Amended PNC Credit Agreement (as further amended the “Second Amended PNC Credit Agreement”). The Second Amended PNC Credit Agreement, among other things, increased the total commitments under the PNC Credit Facility from $600,000 to $795,000 (the “Second Amended PNC Maximum Commitment”). The Second Amended PNC Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $900,000, subject to lender consent and obtaining commitments for the increase. The Borrower may make borrowings of (i) revolving loans under the PNC Credit Facility during the period commencing January 29, 2019 and ending on January 29, 2022 and (ii) term loans under the PNC 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 PNC Credit Facility or event of default thereunder. On June 19, 2020, the Second Amended PNC Maximum Commitment was increased from $795,000 to $825,000. On November 15, 2021, the Second Amended PNC Maximum Commitment was decreased from $825,000 to $700,000. On January 31, 2022 (the first business day after January 29, 2022), the Borrower's ability to make borrowings under the PNC Revolving Credit Facility expired and the then outstanding PNC Revolving Credit Facility borrowings of $295,500 converted into outstanding borrowings under the PNC Term Loan. In connection with such conversion, repayments on outstanding borrowings under the PNC Term Loan will correspondingly reduce the PNC Maximum Commitment. The PNC Credit Facility will mature on January 29, 2024. On October 27, 2022, the Borrower amended and restated the Amended PNC Credit Agreement (as further amended the “Third Amended PNC Credit Agreement”). The Third Amended PNC Credit Agreement, among other things, removed reference to LIBOR rates and the related definitions and added reference to SOFR rates and the related definitions in which the Borrower may now elect a fluctuating rate of interest that is based on SOFR rather than LIBOR. Loans under the PNC Credit Facility will bear interest at a fluctuating rate of interest per annum equal to, at the Borrower’s option, either (i) SOFR rate plus the sum of the facility margin of 2.30% and SOFR adjustment per annum or (ii) the Base Rate plus the facility margin of 2.30% per annum.
7. Credit Facilities (Continued) On December 6, 2023, the Borrower entered into Amendment No. 1 to the Third Amended and Restated Credit and Security Agreement with PNC (“Amendment No.1 to Third Amended PNC Credit Agreement”). The Amendment No.1 to Third Amended PNC Credit Agreement (1) updated the Facility Margin Level from 2.30% to 2.75% and removed the SOFR adjustment from the calculation of interest on borrowings; (2) extended the Final Maturity Date 366 days from January 29, 2024 to January 29, 2025; (3) changed the total commitments under the PNC Term Loan to $265,000 (the total outstanding balance as of the date of the amendment). The Borrower’s obligations under the PNC Credit Facility are secured by a first priority security interest in all of the assets of the Borrower, including its portfolio of loans that has been contributed by the Company to the Borrower in exchange for 100% of the membership interests 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 PNC Credit Facility. Under the PNC 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 PNC Credit Facility also includes events of default that are customary for similar credit facilities. As of June 30, 2025, the Borrower was in compliance with such covenants. Borrowings of the Borrower are non-recourse to the Company but are consolidated in the Company’s consolidated financial statements and considered borrowings of the Company for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended. On November 8, 2024, the Company fully paid all outstanding balances under the PNC Credit Facility and terminated the agreement. On November 8, 2024, the Company entered into a revolving credit agreement (“PNC Revolving Credit Agreement” and together with the Natixis Revolving Credit Facility and the PNC Revolving Credit Facility, the “Revolving Credit Facilities”) with PNC as administrative agent and PNC Capital Markets LLC as structuring agent. Under the PNC Revolving Credit Agreement, the lenders have agreed to extend credit to the Company in an aggregate principal amount of up to $350,000 of revolving loans (the “PNC Revolving Credit Agreement Maximum Commitment”), subject to compliance with a borrowing base (the “PNC Revolving Credit Agreement Borrowing Base”). The PNC Revolving Credit Agreement will mature on November 8, 2025. Loans under the PNC Revolving Credit Agreement bear interest at a fluctuating rate of interest per annum equal to, at the Company’s option, either (i) one-month SOFR plus the facility margin of 2.15% per annum or (ii) the Base Rate plus the facility margin of 1.15% per annum. A summary of amounts outstanding and available under the PNC Revolving Credit Agreement as of June 30, 2025 and December 31, 2024 was as follows:
(1) The amount available considers any limitations related to the debt facility borrowing.
Costs associated with the Revolving Credit Facilities are recorded as deferred financing costs on the Company's Consolidated Statements of Assets and Liabilities and the costs are being amortized over the respective lives of the Natixis Revolving Credit Facility and PNC Revolving Credit Facility. Costs associated with the PNC Term Loan are deferred and amortized over the term of the PNC Term Loan. Such deferred financing costs are netted against the carrying value of the PNC Term Loan on our Consolidated Statements of Assets and Liabilities.
7. Credit Facilities (Continued) As of June 30, 2025 and December 31, 2024, $465 and $1,112, respectively, of deferred financing costs from the Revolving Credit Facility had yet to be amortized.
The carrying amounts of the Credit Facilities, which are categorized as Level 2 within the fair value hierarchy as of June 30, 2025 and 2024, approximates their respective fair values. Valuation techniques and significant inputs used to determine fair value include Company performance; credit, market and liquidity risk and events; financial health of the Company; place in the capital structure; interest rate; and the Credit Facilities’ terms and conditions. The summary information regarding the Credit Facilities for the three and six months ended June 30, 2025 and 2024 was as follows:
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