T Series Middle Market Loan Fund LLC - Amendment No. 2 to Loan and Security Agreement dated as of August 21, 2024, among T Series Financing III SPV LLC, as borrower, T Series Middle Market Loan Fund LLC, as Parent and Servicer, the Lenders party thereto, State Street Bank and Trust Company, as Collateral Agent and Collateral Administrator, and BNP Paribas, National Association, as Administrative Agent. (1)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2024

T Series Middle Market Loan Fund LLC

(Exact name of registrant as specified in its charter)

Delaware

814-01453

27-0279273

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1585 Broadway

New York, NY

10036

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ý

Item 1.01 Entry into a Material Definitive Agreement.

On August 21, 2024, T Series Financing II SPV LLC (“Financing SPV II”), a Delaware limited liability company and wholly owned subsidiary of T Series Middle Market Loan Fund LLC (the “Company”), entered into a second amendment (the “Second Amendment”) to that certain Revolving Credit and Security Agreement, dated as of October 12, 2022 (as amended, restated or otherwise modified from time to time, the “BNP Funding Facility”), by and among Financing SPV II, as the Borrower, the Company, as the Equity holder and the Servicer, the Lenders party thereto, State Street Bank and Trust Company, as Collateral Agent, and BNP Paribas, as Administrative Agent. The Second Amendment, amended certain terms of the BNP Funding Facility, to, amongst other things, (a) extend the Reinvestment Period to August 21, 2027, (b) extend the Final Maturity Date to August 21, 2029, (c) reduce the Applicable Margin from 2.70% to 2.25%, (d) increase the aggregate amount of commitments from $300 million to $500 million, and (e) modify certain eligibility criteria and concentration limits. The other material terms of the BNP Funding Facility remain unchanged. Borrowings under the BNP Funding Facility are subject to various covenants under the related agreements as well as the leverage restrictions contained in the Investment Company Act of 1940, as amended.

The description above is only a summary of the material provisions of the Second Amendment and is qualified in its entirety by reference to the full text of such agreement, 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 in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

*Schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request.

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.


Dated: August 27, 2024	T SERIES MIDDLE MARKET LOAN FUND LLC

	By:	/s/ David Pessah
		David Pessah
		Chief Financial Officer


Exhibit Number			Description
10.1*			Amendment No. 2 to Loan and Security Agreement dated as of August 21, 2024, among T Series Financing III SPV LLC, as borrower, T Series Middle Market Loan Fund LLC, as Parent and Servicer, the Lenders party thereto, State Street Bank and Trust Company , as Collateral Agent and Collateral Administrator, and BNP Paribas , National Association, as Administrative Agent.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).