DESCRIPTION OF SECURITIES
The following is a brief description of the securities of SCP Private Credit Income BDC LLC (the Company, we, our or us) registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act). This description of the terms of our common units (Units, each a Unit) does not purport to be complete and is subject to and qualified in its entirety by reference to the applicable provisions of Delaware law and of our Second Amended and Restated Limited Liability Company Agreement (the LLC Agreement). As of December 31, 2020 and the date hereof, our Units are the only class of our securities registered under Section 12 of the Exchange Act.
The Units are registered under the Exchange Act. Because Units are being acquired by investors in one or more transactions not involving a public offering, they are restricted securities and may be required to be held indefinitely. Our Units may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) our written consent is granted, and (ii) the Units are registered under applicable securities laws or specifically exempted from registration (in which case the unitholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). We do not anticipate consenting to sales, transfers or assignments of Units. Accordingly, an investor must be willing to bear the economic risk of investment in the Units until we are liquidated. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the Units may be made without our written consent. Repurchases of Units by the Company, if any, are expected to be limited. Under Delaware law, holders of our units (Unitholders) are not personally liable for our debts our obligations.
Distributions of available cash and other proceeds will be made in the sole discretion of our Board of Directors (the Board) and in accordance with Regulated Investment Company (RIC) requirements. The Company will make distributions out of two categories: Current Proceeds and Disposition Proceeds (collectively referred to as Investment Proceeds). Disposition Proceeds means all amounts received by the Company upon the disposition of an investment, including full or partial repayments or amortization of principal (but excluding Current Proceeds). Current Proceeds means all proceeds from investments, including interest income, fee income, warrant gains, prepayment fees and exit fees, other than Disposition Proceeds. In the event of a liquidation, dissolution or winding up of the Company and its consolidated subsidiaries, each Unit would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred units, if any preferred units are outstanding at such time. Our Units have no preemptive, exchange, conversion or redemption rights. For details surrounding voting rights, see Process for Required Approvals below.
Under the LLC Agreement, we are permitted to engage in any business activity that lawfully may be conducted by a limited liability company organized under Delaware law and, in connection therewith, to exercise all of the rights and powers conferred upon us pursuant to the agreements relating to such business activity.
Agreement to be Bound by the LLC Agreement
By subscribing for the Units, investors will be admitted as a member of the Company and will be deemed to have agreed to be bound by the terms of the LLC Agreement. Pursuant to the LLC Agreement, each Unitholder and each person who acquires Units from a Unitholder grants to certain of our officers (and, if appointed, a liquidator) a power of attorney to, among other things, execute and file documents required for our qualification, continuance or dissolution.