China Merchants Bank contributes $30 million USD to a $750 million USD syndicated revolving credit facility to TCW Direct Lending for general corporate and refinancing purposes

Project narrative

On April 10, 2017, a syndicate of eight lenders — including the New York Branch of China Merchants Bank Co., Ltd. — entered into a $750,000,000 USD syndicated revolving credit facility (RCF) agreement with TCW Direct Lending LLC — a Delaware-incorporated direct lending investment company based in Boston, Massachusetts with TCW Asset Management Company LLC, an affiliate of The TCW Group, Inc. as its advisor — for general corporate and refinancing purposes. The RCF was subject to an available borrowing base, which was generally the sum of a percentage of certain eligible investments, a percentage of remaining unfunded commitments from certain eligible investors in TCW Direct Lending, and cash in a controlled account. This RCF carried a maturity period of three years and a final maturity date of April 10, 2020. Borrowings under this RCF carried a variable interest rate, being either the adjusted eurodollar rate calculated in a customary manner plus 2.35% or the commercial paper rate plus 2.35%, or a base rate (the higher of the Federal Funds Rate plus 0.50%, the prime rate and the Floating LIBOR Rate plus 1.00%) plus 1.35% (for U.S. dollar loans only). Borrowings under this RCF were to be generally secured by (i.e. collateralized against) unfunded commitments (together with the recallable amounts) of TCW Direct Lending LLC's investors, portfolio investment, and substantially all other assets of TCW Direct Lending LLC. This was the Third Amended and Restated Revolving Credit Agreement, being a restatement and replacement (refinancing) of a Second Amended and Restated Revolving Credit Agreement dated July 1, 2015. The proceeds were to be used by the borrower for purposes under its operating agreement and constituent documents. China Merchants Bank contributed $30,000,000 USD to the RCF. In addition to China Merchants Bank, the following lenders contributed the respective amounts to the loan syndicate: Bank of America, N.A. ($100,000,000 USD), Citibank, N.A. ($100,000,000 USD), State Street Bank and Trust Company ($55,000,000 USD), Macquarie Funding LLC ($100,000,000 USD), PNC Bank, National Association ($250,000,000 USD), and Versailles Assets LLC (an asset-backed commercial paper conduit administered by Natixis) ($115,000,000 USD). The New York Branch of Natixis served as swingline lender and letter of credit issue and administrative agent, sole lead arranger, sole bookrunner, and syndication agent. PNC Capital Markets LLC served as managing agent. As of December 31, 2017, the amounts outstanding under the RCF were $378 million USD. As of December 31, 2018, the amounts outstanding under the RCF were $365 million USD. As of December 31, 2019, the amounts outstanding under the RCF were $364.1 million USD. On April 6, 2020, a syndicate of four lenders entered into a first amendment for the syndicated RCF; as a result of this amendment, among other things (including a decrease to $375 million USD and a one-year maturity extension), China Merchants Bank departed the syndicate along with Citibank and Macquarie.