Filing Details

Accession Number:
0001140361-24-018691
Form Type:
13D Filing
Publication Date:
2024-04-07 20:00:00
Filed By:
Gic Private Ltd
Company:
Tcw Direct Lending Llc
Filing Date:
2024-04-08
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
GIC Private Limited 0 3,582,800 0 3,582,800 3,582,800 19.9%
Celui Investments Pte. Ltd 0 2,687,100 0 2,687,100 2,687,100 14.9%
Euthalia Pte. Ltd 0 895,700 0 895,700 895,700 5.0%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
TCW Direct Lending LLC
(Name of Issuer)

Common Units
(Title of Class of Securities)

N/A
(CUSIP Number)

Diane Liang Weishan and Toh Tze Meng
c/o GIC Private Limited
168, Robinson Road
#37-01, Capital Tower
Singapore 068912
+65 6889 8888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 19, 2015
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


Page 2 of 9 Pages
1
NAMES OF REPORTING PERSONS
 
 
GIC Private Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,582,800 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,582,800 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,582,800 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
19.9% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

1.
The percentages used herein are calculated based upon 18,034,649 Common Units outstanding as of March 28, 2024, as reported in the Issuer’s annual report on Form 10-K for the year ending December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2024.

Page 3 of 9 Pages
1
NAMES OF REPORTING PERSONS
 
 
Celui Investments Pte. Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,687,100 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,687,100 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,687,100 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
14.9% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
1.
The percentages used herein are calculated based upon 18,034,649 Common Units outstanding as of March 28, 2024, as reported in the Issuer’s annual report on Form 10-K for the year ending December 31, 2023 filed with the SEC on March 28, 2024.

Page 4 of 9 Pages
1
NAMES OF REPORTING PERSONS
 
 
Euthalia Pte. Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
895,700 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
895,700 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
895,700 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
5.0% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

1.
The percentages used herein are calculated based upon 18,034,649 Common Units outstanding as of March 28, 2024, as reported in the Issuer’s annual report on Form 10-K for the year ending December 31, 2023 filed with the SEC on March 28, 2024.

Page 5 of 9 Pages
EXPLANATORY NOTE

Pursuant to Rule 13d-2 under the Act, this Amendment No. 1 to the Schedule 13D (“Amendment No. 1”) amends certain items of the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on January 26, 2015 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”), relating to the Common Units (the “Common Units”) of TCW Direct Lending LLC (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
 
Item 1.
Security and Issuer
 
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Schedule 13D is being filed by the undersigned, pursuant to §240.13d-1(a), with respect to the Common Units (the “Common Units”) of TCW Direct Lending LLC (the “Issuer”), whose principal executive offices are located at 200 Clarendon Street, Boston, MA 02116.

Item 2.
Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a-c, f) This Schedule 13D is being jointly filed by GIC Private Limited (“GIC”), Celui Investments Pte. Ltd. (“Celui”), and Euthalia Pte. Ltd. (“Euthalia”) (each, a “Reporting Person” and collectively, the “Reporting Persons”). The Reporting Persons are all private companies limited by shares organized under the laws of the Republic of Singapore. GIC is a global investment management company established in 1981 under the Singapore Companies Act to manage the Government of Singapore’s foreign reserves. The principal business of Celui and Euthalia is to undertake and transact all kinds of investment business. Celui and Euthalia are managed and controlled by GIC.
 
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”). The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group.
 
The following are each of the executive officers and directors of GIC and their respective address, occupation, and citizenship:
 
Name
Address
Principal Occupation
Citizenship
Lee Hsien Loong
Prime Minister’s Office
Istana Annexe
Singapore 238823
Prime Minister
Singapore Citizen
       
Lawrence Wong
Ministry of Finance
100 High Street
#10-01 The Treasury
Singapore 179434
Deputy Prime Minister and Minister for Finance
Singapore Citizen

Page 6 of 9 Pages
Heng Swee Keat
Ministry of Finance
100 High Street
#10-01 The Treasury
Singapore 179434
Deputy Prime Minister and Coordinating Minister for Economic Policies
Singapore Citizen
       
Teo Chee Hean
Ministry of Home Affairs
New Phoenix Park
28 Irrawaddy Road
Singapore 329560
Senior Minister & Coordinating Minister for National Security
Singapore Citizen
       
Lim Hng Kiang
Ministry of Trade & Industry
100 High Street
#09-01 The Treasury
Singapore 179434
Special Advisor to Ministry of Trade & Industry
Singapore Citizen
       
Ang Kong Hua
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Former Chairman, Sembcorp Industries Ltd
Singapore Citizen
       
Peter Seah Lim Huat
12 Marina Boulevard Marina Bay Financial Centre
Tower 3, Level 45
Singapore 018982
Chairman, DBS Group Holdings Ltd
Singapore Citizen
       
Hsieh Fu Hua
National University of Singapore
University Hall Lee Kong Chian Wing, UHL #06-01 21
Lower Kent Ridge Road Singapore 119077
Co-Founder and Advisor, PrimePartners Group
Singapore Citizen
       
Loh Boon Chye
2 Shenton Way
#02-02 SGX Centre 1
Singapore 068804
Chief Executive Officer, Singapore Exchange Ltd
Singapore Citizen
       
Gautam Banerjee
Marina Bay Financial Centre Tower 1,8 Marina Boulevard, Level 32
Singapore 018981
Senior Managing Director and Chairman, Blackstone Singapore
Singapore Citizen
       
Koh Boon Hwee
168 Robinson Road
#37-01 Capital Tower
Singapore, 068912
Chairman, Altara Ventures Pte Ltd
Singapore Citizen
       
Seck Wai Kwong
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Former Chief Executive
Officer, Eastspring Investments Group
Singapore Citizen

Page 7 of 9 Pages
Jeantte Wong
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Former Group Executive, DBS Bank
Singapore Citizen
       
Lim Chow Kiat
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Chief Executive Officer, GIC
Singapore Citizen
       
Dr Jeffrey Jaensubhakij
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Group Chief Investment Officer, GIC
Singapore Citizen

The following are each of the executive officers and directors of Celui and their respective address, occupation, and citizenship:
 
Name
Address
Principal Occupation
Citizenship
Tay Hui Choo Betty
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Director External Managers Department, GIC
Singapore Citizen
Choi Chik Wan Edwin
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Head, Portfolio Construction & Quant
Strategies, External Managers Department, GIC
British National (Overseas)
 
The following are each of the executive officers and directors of Euthalia and their respective address, occupation, and citizenship:
 
Name
Address
Principal Occupation
Citizenship
Tay Hui Choo Betty
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Director, External Managers Department, GIC
Singapore Citizen
 
Choi Chik Wan Edwin
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Head, Portfolio Construction & Quant Strategies, External Managers Department, GIC
 
British National (Overseas)

Page 8 of 9 Pages
Item 4.
Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
 
On March 19, 2015, the Issuer completed its final private placement of its Common Units by entering into additional subscription agreements with certain investors for the subscription of 5,686,188 Common Units (the “March 2015 Private Placement”). The Reporting Persons did not acquire any Common Units in connection with the March 2015 Private Placement. Following the March 2015 Private Placement, there were 20,134,698 Common Units outstanding. As a result of the increase in the Issuer’s Common Units outstanding: (i) GIC’s beneficial ownership percentage decreased from approximately 27.7% to approximately 19.9%; (ii) Celui’s beneficial ownership percentage decreased from approximately 20.8% to approximately 14.9%; and (iii) Euthalia’s beneficial ownership percentage decreased from approximately 6.9% to approximately 5.0%.

On July 11, 2022, the Issuer’s members approved a reduction in undrawn commitments by $10.43 per unit, resulting in an approximately 41.18% reduction in overall remaining capital commitments (the “Commitment Reduction”). As a result of the Commitment Reduction, the total number of Common Units outstanding was reduced from 20,134,698 to 18,034,649 Common Units outstanding. In connection with the Commitment Reduction, each Reporting Person’s ownership of Common Units was proportionately reduced, but such reduction had no impact on each Reporting Person’s beneficial ownership percentage. As a result of the Commitment Reduction: (i) GIC’s beneficial ownership decreased from 4,000,000 Common Units to 3,582,800 Common Units; (ii) Celui’s beneficial ownership decreased from 3,000,000 Common Units to 2,687,100 Common Units; and (iii) Euthalia’s beneficial ownership decreased from 1,000,000 Common Units to 895,700 Common Units.
 
Item 5.
Interest in Securities of the Issuer

Item 5(a)-(b) of the Schedule 13D is hereby amended and supplemented as follows:
 
(a, b) The aggregate number of Common Units and the percentage of total outstanding Common Units beneficially owned by the Reporting Persons as of the date hereof is set forth below:
 
 
Reporting Person
Number of Common Units Beneficially
Owned
Percentage of
Outstanding
Common Units
GIC
3,582,800
19.9%
Celui
2,687,100
14.9%
Euthalia
895,700
5.0%
 
Celui is the direct owner of 2,687,100 Common Units and shares the power to vote and the power to dispose of all such Common Units with GIC. Euthalia is the direct owner of 895,700 Common Units and shares the power to vote and the power to dispose of all such Common Units with GIC.
 
GIC manages the investments of Celui and Euthalia, and as such, pursuant to Section 13(d) of the Act and the rules promulgated thereunder, GIC may be deemed to beneficially own all of the Common Units beneficially owned by Celui and Euthalia.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is a member of a “group,” and each Reporting Person expressly disclaims any assertion or presumption that it and the other persons disclosed in this Schedule 13D constitute a “group.”

Page 9 of 9 Pages
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
GIC PRIVATE LIMITED
   
 
By:
/s/ Diane Liang
 
Name:
Diane Liang
 
Title:
Senior Vice President
     
 
By: /s/ Toh Tze Meng
 
Name: Toh Tze Meng
 
Title: Senior Vice President

 
CELUI INVESTMENTS PTE. LTD.
   
 
By:
/s/ Edwin Choi Chik Wan
 
Name:
Edwin Choi
 
Title:
Director
   
 
EUTHALIA PTE. LTD.
   
 
By:
/s/ Edwin Choi Chik Wan
 
Name:
Edwin Choi
 
Title:
Director
   
April 8, 2024