UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 - Entry into a Material Definitive Agreement.
On December 20, 2024, Phillip Street Middle Market Lending Investments LLC (“SPV”), an indirectly wholly owned subsidiary of Phillip Street Middle Market Lending Fund LLC (the “Company”) entered into a third amendment (the “Amendment”) to its secured credit facility, dated as of February 10, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, including by the Amendment, the “Ally Credit Facility”) by and among the Company, as collateral manager and transferor, Phillip Street Middle Market Lending Investment Holdings LLC, as equityholder, the SPV, as borrower, each of the lenders from time to time party thereto (the “Lenders”), Ally Bank, as administrative agent and arranger, and State Street Bank and Trust Company, as collateral custodian. The Amendment, among other things, increases the Facility Amount to $500,000,000, increases the accordion feature to $1,000,000,000 and amends certain components of the Borrowing Base, resulting in an increase to the Borrowing Base. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Amendment.
The foregoing description is only a summary of the material provisions of the Amendment and is qualified in its entirety by reference to a copy of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number |
Description | |
| 10.1* | Amendment No. 3 to Loan, Security and Collateral Management Agreement, dated as of December 20, 2024, by and among Phillip Street Middle Market Lending Fund LLC, as collateral manager, Phillip Street Middle Market Lending Investments LLC, as borrower, each of the lenders party thereto, Ally Bank, as administrative agent and arranger, and State Street Bank and Trust Company, as collateral custodian. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Certain exhibits, schedules, and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibits, schedules, and annexes to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Phillip Street Middle Market Lending Fund LLC | ||||||
| (Registrant) | ||||||
| Date: December 23, 2024 | By: | /s/ Alex Chi | ||||
| Name: | Alex Chi | |||||
| Title: | Co-Chief Executive Officer and Co-President | |||||
| By: | /s/ David Miller | |||||
| Name: | David Miller | |||||
| Title: | Co-Chief Executive Officer and Co-President | |||||