Notice2025-03645

TCW Direct Lending VII LLC, et al.

Primary source

Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.

Published
March 7, 2025

Issuing agencies

Securities and Exchange Commission

Full Text

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<title>Federal Register, Volume 90 Issue 44 (Friday, March 7, 2025)</title>
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[Federal Register Volume 90, Number 44 (Friday, March 7, 2025)]
[Notices]
[Pages 11562-11563]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-03645]


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SECURITIES AND EXCHANGE COMMISSION

Investment Company Act Release No. 35487; File No. 812-15629


TCW Direct Lending VII LLC, et al.

March 3, 2025.
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').

ACTION: Notice.

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    Notice of application for an order under sections 12(d)(1)(J), 
57(c), 57(i) and 60 of Investment Company Act of 1940 (the ``Act'') and 
rule 17d-1 under the Act to permit certain joint transactions otherwise 
prohibited by sections 12(d)(1)(A), 12(d)(1)(C), 57(a)(1), 57(a)(2) and 
57(a)(4) of the Act and rule 17d-1 under the Act.

SUMMARY OF APPLICATION:  Applicants seek an order to permit the Company 
(i) to conduct an exchange offer pursuant to which investors in the 
Company (``Unitholders''), including certain directors and officers of 
the Company and employees of TCW LLC, an affiliate of TAMCO, 
(collectively, the ``TCW Directors, Officers and Employees''), may 
elect to exchange all or a portion of their units in the Company 
(``Units'') for an equivalent number of shares (``Shares'') in the 
Extension Fund (each such Unitholder, an ``Electing Unitholder''), and 
(ii) to transfer to the Extension Fund a pro rata portion of the 
Company's assets and liabilities, including a pro rata portion of each 
of the Company's portfolio investments, in proportion to the percentage 
of Units tendered and accepted for exchange.

APPLICANTS:  TCW Direct Lending VII LLC (the ``Company''), TCW 
Specialty Lending Evergreen Fund LLC (the ``Extension Fund''), and TCW 
Asset Management Company LLC (``TAMCO'').

FILING DATES:  The application was filed on September 16, 2024, and 
amended on January 15, 2025

HEARING OR NOTIFICATION OF HEARING:  An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing on any application by emailing 
the Commission's Secretary at <a href="/cdn-cgi/l/email-protection#5300363021362732212a207e1c35353a3036132036307d343c25"><span class="__cf_email__" data-cfemail="1546707667706174676c66385a73737c7670556670763b727a63">[email&#160;protected]</span></a> and serving the 
Applicants with a copy of the request by email, if an email address is 
listed for the relevant Applicant below, or personally or by mail, if a 
physical address is listed for the relevant Applicant below. Hearing 
requests should be received by the Commission by 5:30 p.m. on March 28, 
2025, and should be accompanied by proof of service on the Applicants, 
in the form of an affidavit, or, for lawyers, a certificate of service. 
Pursuant to rule 0-5 under the Act, hearing requests should state the 
nature of the writer's interest, any facts bearing upon the 
desirability of a hearing on the matter, the reason for the request, 
and the issues contested. Persons who wish to be notified of a hearing 
may request notification by emailing the Commission's Secretary at 
<a href="/cdn-cgi/l/email-protection#0c5f696f7e69786d7e757f21436a6a656f694c7f696f226b637a"><span class="__cf_email__" data-cfemail="0e5d6b6d7c6b7a6f7c777d23416868676d6b4e7d6b6d20696178">[email&#160;protected]</span></a>.

ADDRESSES: The Commission: <a href="/cdn-cgi/l/email-protection#5407313726312035262d27791b32323d3731142731377a333b22"><span class="__cf_email__" data-cfemail="b2e1d7d1c0d7c6d3c0cbc19ffdd4d4dbd1d7f2c1d7d19cd5ddc4">[email&#160;protected]</span></a>.

APPLICANTS:  Andrew Bowden, Esq., Executive Vice President and General 
Counsel, The TCW Group, Inc.: 515 South Flower Street, Los Angeles, 
California 90071.

FOR FURTHER INFORMATION CONTACT: Toyin Momoh, Senior Counsel, or Thomas 
Ahmadifar, Branch Chief, at (202) 551-6825 (Division of Investment 
Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: For Applicants' representations, legal 
analysis, and conditions, please refer to Applicants' amended and 
restated application, dated January 15, 2025, which may be obtained via 
the Commission's website by searching for the file number at the top of 
this document, or for an Applicant using the Company name search field, 
on the SEC's EDGAR system. The SEC's

[[Page 11563]]

EDGAR system may be searched at <a href="https://www.sec.gov/edgar/searchedgar/companysearch">https://www.sec.gov/edgar/searchedgar/companysearch</a>. You may also call the SEC's Office of Investor Education 
and Advocacy at (202) 551-8090.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-03645 Filed 3-6-25; 8:45 am]
BILLING CODE 8011-01-P


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Indexed from Federal Register on March 7, 2025.

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