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09/11/282025-03-310001825265ck0001825265:MilkMakeupLLCMember2025-03-310001825265Equity Investments, Technology Hardware, Storage and Peripherals, Sigmatron International, Inc., Acquisition Date 12/01/24 Warrant, expires 03/01/30 Net Assets 0.0%2025-03-310001825265ck0001825265:AdviserMember2025-03-310001825265Debt Investments, Commercial Services & Supplies Comprehensive Logistics Co., LLC, Acquisition Date 03/26/24 Revolver - 11.42% (SOFR + 7.00%, 2.00% Floor) Net Assets 0.6% Maturity 03/26/262025-01-012025-03-310001825265Debt Investments, Technology Hardware, Storage and Peripherals Sigmatron International, Inc., Acquisition Date 07/18/22 Term Loan - 12.97% inc PIK (SOFR + 8.50%, 1.00% Floor, 1.00% PIK) Net Assets 1.8% Maturity 07/18/272024-01-012024-12-310001825265us-gaap:EquitySecuritiesMember2024-12-310001825265ck0001825265:CommonUndrawnCommitmentMember2025-03-310001825265Debt Investments, Food Products Great Kitchens Food Company, Inc, Acquisition Date 05/31/24 Term Loan - 10.32% (SOFR + 6.00%, 1.25% Floor) Net Assets 0.1% Maturity 05/31/292025-03-310001825265Debt Investments, Professional Services, Alorica Inc., Acquisition Date 12/21/22 Term Loan - 11.20% (SOFR + 6.88%, 1.50% Floor) Net Assets 5.2% Maturity 03/02/272025-01-012025-03-310001825265Debt Investments, Transportation Infrastructure, CG Buyer, LLC, Acquisition Date 07/19/23 Term Loan - 11.36% (SOFR + 7.00%, 1.50% Floor) Net Assets 3.3% Maturity 07/19/282024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMemberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMembersrt:MaximumMember2025-03-310001825265us-gaap:DebtSecuritiesMember2024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:EquitySecuritiesMembersrt:MaximumMember2024-12-310001825265Debt Investments, Specialty Retail D&D Buyer, LLC, Acquisition Date 10/04/23 Delayed Draw Term Loan - 11.62% (SOFR + 7.00%, 2.00% Floor) Net Assets 0.9% Maturity 10/04/282024-01-012024-12-310001825265Equity Investments, Technology Hardware, Storage and Peripherals, Sigmatron International, Inc., Acquisition Date 01/01/25 Warrant, expires 01/01/30 Net Assets 0.0%2025-03-310001825265us-gaap:CommonStockMember2024-01-182024-01-180001825265Equity Investments, Net Assets 0.3%2025-03-310001825265Debt & Equity Investments, Net Assets 154.2%2024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMemberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMembersrt:MaximumMember2024-12-310001825265Debt Investments, Hotels, Restaurants & Leisure Black Rock Coffee Holdings, LLC, Acquisition Date 05/31/24 Incremental Term Loan - 11.07% inc PIK (SOFR + 6.50%, 1.00% Floor, 0.50% PIK) Net Assets 0.8% Maturity 09/30/262025-01-012025-03-310001825265Debt Investments, Software, Pango Group, Acquisition Date 12/09/24 Revolver - 10.55% (SOFR + 6.25%, 1.50% Floor) Net Assets 0.2% Maturity 12/10/292025-03-310001825265Debt Investments, Transportation Infrastructure, CG Buyer, LLC, Acquisition Date 07/19/23 Delayed Draw Term Loan - 11.32% (SOFR + 7.00%, 1.50% Floor) Net Assets 0.1% Maturity 07/19/282025-03-310001825265Debt Investments, Electrical Equipment VoltaGrid, LLC, Acquisition Date 04/09/24 Term Loan - 10.93% (SOFR + 6.50%, 4.00% Floor) Net Assets 4.8% Maturity 02/28/292024-12-310001825265us-gaap:RevolvingCreditFacilityMember2024-12-310001825265Debt Investments, Oil, Gas & Consumable Fuels HOP Energy, LLC, Acquisition Date 02/29/24 Term Loan B -14.85% inc PIK (SOFR + 10.00%, 2.00% Floor, all PIK) Net Assets 0.0% Maturity 12/09/272024-01-012024-12-310001825265ck0001825265:RedRobinInternationalIncMember2024-12-310001825265us-gaap:FairValueInputsLevel2Memberus-gaap:CashEquivalentsMember2025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:EquitySecuritiesMember2024-01-012024-03-310001825265Debt Investments, Containers & Packaging PaperWorks Industries, Inc., Acquisition Date 07/26/23 Term Loan - 12.69% (SOFR + 8.25%, 1.00% Floor) Net Assets 2.3% Maturity 06/30/272025-03-310001825265Debt Investments, Containers & Packaging PaperWorks Industries, Inc., Acquisition Date 07/26/23 Term Loan - 12.99% (SOFR + 8.25%, 1.00% Floor) Net Assets 2.3% Maturity 06/30/272024-12-310001825265Debt Investments, Energy Equipment & Services HydroSource Logistics, LLC, Acquisition Date 04/05/24 Revolver - 13.08% (SOFR + 8.50%, 2.00% Floor) Net Assets 0.4% Maturity 04/04/292025-01-012025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMember2025-01-012025-03-310001825265Debt Investments, Machinery, Triarc Tanks Bidco, LLC, Acquisition Date 10/03/22 Term Loan - 11.56% (SOFR + 7.00%, 1.00% Floor) Net Assets 2.4% Maturity 10/03/262025-01-012025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:EquitySecuritiesMember2024-12-310001825265Debt Investments, Food Products, Net Assets 17.4%2024-12-310001825265ck0001825265:AssetBasedCreditFacilityAmendmentOneMember2024-02-020001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMemberus-gaap:MarketApproachValuationTechniqueMemberck0001825265:MeasurementInputIndicativeBidMembersrt:MaximumMember2025-03-310001825265us-gaap:FairValueInputsLevel2Member2025-03-310001825265Cash Equivalents, First American Government Obligation Fund, Yield 4.27%, Class X (FGXXX), Net Assets 5.5%2025-03-310001825265us-gaap:FairValueInputsLevel2Memberus-gaap:EquitySecuritiesMember2024-12-310001825265Debt Investments, Personal Products, Milk Makeup LLC, Acquisition Date 03/18/25 Term Loan - 11.80% (SOFR + 7.50%, 2.00% Floor) Net Assets 8.6% Maturity 03/18/302025-01-012025-03-310001825265ck0001825265:SubscriptionBasedCreditFacilityMember2025-03-310001825265Equity Investments, Technology Hardware, Storage and Peripherals, Sigmatron International, Inc., Acquisition Date 12/01/24 Warrant, expires 12/01/29 Net Assets 0.0%2025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMember2023-12-310001825265Debt Investments, Specialty Retail, D&D Buyer, LLC, Acquisition Date 10/04/23 Delayed Draw Term Loan - 10.89% (SOFR + 6.50%, 2.00% Floor) Net Assets 0.9% Maturity 10/04/282025-01-012025-03-310001825265us-gaap:FairValueInputsLevel1Member2025-03-310001825265ck0001825265:AdviserMember2024-01-012024-03-310001825265Debt Investments, Commercial Services & Supplies, Net Assets 14.4%2024-12-310001825265us-gaap:RetainedEarningsMember2023-12-310001825265ck0001825265:AssetBasedCreditFacilityTermLoanMember2024-02-020001825265Debt Investments, Information Technology Services Corcentric, Inc., Acquisition Date 05/09/23 Term Loan - 11.66% (SOFR + 7.00%, 2.00% Floor) Net Assets 6.5% Maturity Date 05/09/272024-01-012024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMember2025-03-310001825265Debt Investments, Hotels, Restaurants & Leisure Black Rock Coffee Holdings, LLC, Acquisition Date 05/31/24 Incremental Term Loan - 11.07% inc PIK (SOFR + 6.50%, 1.00% Floor, 0.50% PIK) Net Assets 0.8% Maturity 09/30/262025-03-310001825265Debt Investments, Hotels, Restaurants & Leisure Five Star Buyer, Inc., Acquisition Date 05/11/23 Term Loan - 12.66% inc PIK (SOFR + 8.00%, 1.50% Floor, 1.00% PIK) Net Assets 3.2% Maturity 02/23/282024-01-012024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMemberus-gaap:MarketApproachValuationTechniqueMembersrt:MinimumMemberus-gaap:MeasurementInputEbitdaMultipleMember2024-12-310001825265us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MeasurementInputDiscountRateMemberck0001825265:DebtSecuritiesTwoMemberus-gaap:IncomeApproachValuationTechniqueMember2025-03-310001825265us-gaap:FairValueInputsLevel1Memberus-gaap:EquitySecuritiesMember2024-12-310001825265Debt Investments, Electrical Equipment VoltaGrid, LLC, Acquisition Date 04/09/24 Term Loan - 10.90% (SOFR + 6.50%, 4.00% Floor) Net Assets 4.9% Maturity 02/28/292025-01-012025-03-310001825265ck0001825265:FenixIntermediateLlcMember2025-03-310001825265Debt Investments, Commercial Services & Supplies CSAT Holdings LLC, Acquisition Date 06/30/23 Revolver- 14.94% inc PIK (SOFR + 10.50%, 2.00% Floor, 2.25% PIK) Net Assets 0.3% Maturity 06/30/282025-03-310001825265Debt Investments, Commercial Services & Supplies Jones Industrial Holdings, Inc., Acquisition Date 07/31/23 Delayed Draw Term Loan - 11.17% (SOFR + 6.75%, 2.00% Floor) Net Assets 0.7% Maturity 07/31/282025-03-310001825265Debt Investments, Transportation Infrastructure, CG Buyer, LLC, Acquisition Date 07/19/23 Delayed Draw Term Loan - 11.36% (SOFR + 7.00%, 1.50% Floor) Net Assets 0.1% Maturity 07/19/282024-01-012024-12-310001825265us-gaap:FairValueInputsLevel3Member2024-01-012024-03-310001825265ck0001825265:BlackRockCoffeeHoldingsLLCMember2025-03-310001825265Debt Investments, Construction & Engineering Sunland Asphalt & Construction, LLC, Acquisition Date 06/16/23 Delayed Draw Term Loan - 10.96% (SOFR + 6.50%, 1.75% Floor) Net Assets 1.3% Maturity 06/16/282024-01-012024-12-310001825265ck0001825265:CsatHoldingsLlcMember2024-12-310001825265Debt Investments, Food Products Baxters North America, Inc., Acquisition Date 05/31/23 Term Loan - 11.56% (SOFR + 7.25%, 1.75% Floor) Net Assets 5.6% Maturity 05/31/282025-03-310001825265Debt Investments, Specialty Retail Follett Higher Education Group, Inc., Acquisition Date 02/01/22 Term Loan - 11.46% inc PIK (SOFR + 7.00%, 2.00% Floor, 3.00% PIK) Net Assets 4.9% Maturity 02/01/282024-12-310001825265Debt Investments, Containers & Packaging, Net Assets 18.8%2025-03-310001825265ck0001825265:BlackRockCoffeeHoldingsLLCMember2024-12-310001825265Debt Investments, Machinery, Net Assets 6.1%2024-12-310001825265Debt Investments, Automobile Components Fenix Intermediate, LLC, Acquisition Date 03/28/24 Term Loan B – 10.80% (SOFR + 6.50%, 1.75% Floor) Net Assets 4.8% Maturity 03/28/292025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:EquitySecuritiesMember2025-03-310001825265Debt Investments, Commercial Services & Supplies Comprehensive Logistics Co., LLC, Acquisition Date 03/26/24 Term Loan - 11.46% (SOFR + 7.00%, 2.00% Floor) Net Assets 5.7% Maturity 03/26/262024-12-310001825265ck0001825265:ComprehensiveLogisticsCoLlcMember2025-03-310001825265Debt Investments, Automobile Components Fenix Intermediate, LLC, Acquisition Date 03/28/24 Delayed Draw Term Loan B-1 - 10.80% (SOFR + 6.50%, 1.75% Floor) Net Assets 0.3% Maturity 03/28/292025-01-012025-03-310001825265Debt Investments, Hotels, Restaurants & Leisure Black Rock Coffee Holdings, LLC, Acquisition Date 04/29/22 Term Loan - 11.07% inc PIK (SOFR + 6.50%, 1.00% Floor, 0.50% PIK) Net Assets 3.1% Maturity 09/30/262025-01-012025-03-310001825265Debt Investments, Technology Hardware, Storage and Peripherals, Sigmatron International, Inc., Acquisition Date 07/18/22 Term Loan - 12.94% inc PIK (SOFR + 8.50%, 1.00% Floor, 1.00% PIK) Net Assets 2.0% Maturity 07/18/272025-03-310001825265Debt Investments, Containers & Packaging The HC Companies, Inc., Acquisition Date 05/21/24 Incremental Term Loan - 11.82% (SOFR + 7.50%, 2.00% Floor) Net Assets 3.6% Maturity 08/01/282025-01-012025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMemberus-gaap:MarketApproachValuationTechniqueMembersrt:MinimumMemberus-gaap:MeasurementInputEbitdaMultipleMember2025-03-310001825265Debt Investments, Construction & Engineering Sunland Asphalt & Construction, LLC, Acquisition Date 06/16/23 Term Loan B - 10.92% (SOFR + 6.50%, 1.75% Floor) Net Assets 3.2% Maturity 06/16/282025-01-012025-03-310001825265ck0001825265:CgBuyerLlcMember2024-12-310001825265us-gaap:DebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-03-310001825265Debt Investments, Household Durables, Net Assets 5.8%2024-12-310001825265us-gaap:CommonStockMember2022-01-212022-01-210001825265us-gaap:CommonStockMember2023-04-032023-04-030001825265ck0001825265:FiveStarBuyerIncMember2025-03-310001825265Debt Investments, Commercial Services & Supplies CSAT Holdings LLC, Acquisition Date 06/30/23 Term Loan - 12.84% (SOFR + 8.25%, 2.00% Floor) Net Assets 4.6% Maturity 06/30/282024-12-310001825265Debt Investments, Specialty Retail D&D Buyer, LLC, Acquisition Date 10/04/23 Revolver - 11.43%(SOFR + 7.00%, 2.00% Floor) Net Assets 0.2% Maturity 10/04/282024-01-012024-12-310001825265Equity Investments, Net Assets 0.0%2024-12-310001825265Debt Investments, Machinery, Mark Andy, Inc., Acquisition Date 06/16/23 Term Loan - 13.20% inc PIK (SOFR + 8.75%, 1.50% Floor, 1.00% PIK) Net Assets 3.9% Maturity 06/16/282025-01-012025-03-310001825265Equity Investments, Technology Hardware, Storage and Peripherals, Sigmatron International, Inc., Acquisition Date 02/01/30 Warrant, expires 02/01/30 Net Assets 0.0%2025-03-310001825265Debt Investments, Automobile Components, Net Assets 8.3%2024-12-310001825265Debt Investments, Commercial Services & Supplies Comprehensive Logistics Co., LLC, Acquisition Date 03/26/24 Revolver - 11.44% (SOFR + 7.00%, 2.00% Floor) Net Assets 0.3% Maturity 03/26/262024-12-310001825265Debt Investments, Machinery Mark Andy, Inc., Acquisition Date 06/16/23 Term Loan - 13.23% inc PIK (SOFR + 8.75%, 1.50% Floor, 1.00% PIK) Net Assets 3.8% Maturity Date 06/16/282024-01-012024-12-310001825265us-gaap:CommonStockMember2022-11-142022-11-140001825265Debt Investments, Software Pango Group, Acquisition Date 12/09/24 Revolver - 10.68% (SOFR + 6.25%, 1.50% Floor) Net Assets 0.2% Maturity 12/10/292024-12-310001825265Debt Investments, Hotels, Restaurants & Leisure Five Star Buyer, Inc., Acquisition Date 05/11/23 Delayed Draw Term Loan - 12.46% inc PIK (SOFR + 8.00%, 1.50% Floor, 1.00% PIK) Net Assets 0.1% Maturity 02/23/282025-03-310001825265Debt Investments, Hotels, Restaurants & Leisure Five Star Buyer, Inc., Acquisition Date 05/11/23 Delayed Draw Term Loan - 12.46% inc PIK (SOFR + 8.00%, 1.50% Floor, 1.00% PIK) Net Assets 0.1% Maturity 02/23/282025-01-012025-03-310001825265Debt Investments, Energy Equipment & Services HydroSource Logistics, LLC, Acquisition Date 04/05/24 Term loan - 13.09% (SOFR + 8.50%, 2.00% Floor) Net Assets 4.5% Maturity 04/04/292024-12-310001825265Debt Investments, Energy Equipment & Services HydroSource Logistics, LLC, Acquisition Date 04/05/24 Term Loan - 13.06% (SOFR + 8.50%, 2.00% Floor) Net Assets 4.5% Maturity 04/04/292025-03-310001825265Debt Investments, Food Products Signature Brands, LLC, Acquisition Date 05/05/23 Term Loan - 14.07% inc PIK (SOFR + 9.50%, 1.75% Floor, all PIK) Net Assets 4.3% Maturity 05/04/282025-01-012025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberck0001825265:MeasurementInputIndicativeBidMemberck0001825265:DebtSecuritiesTwoMembersrt:MaximumMember2025-03-310001825265ck0001825265:SubscriptionBasedCreditFacilityAmendmentMember2025-03-070001825265Debt Investments, Food Products Great Kitchens Food Company, Inc, Acquisition Date 05/31/24 Term Loan - 10.36% (SOFR + 6.00%, 1.25% Floor) Net Assets 6.6% Maturity 05/31/292024-01-012024-12-310001825265ck0001825265:AdviserMember2025-01-012025-03-310001825265Debt Investments, Specialty Retail, Net Assets 11.6%2025-03-310001825265Debt Investments, Professional Services, Net Assets 5.2%2025-03-310001825265Debt Investments, Food Products Signature Brands, LLC, Acquisition Date 02/29/24 Delayed Draw Term Loan A - 11.05% inc PIK (SOFR + 6.50%, 1.75% Floor, all PIK) Net Assets 0.3% Maturity 03/31/262025-01-012025-03-310001825265Debt Investments, Hotels, Restaurants & Leisure Five Star Buyer, Inc., Acquisition Date 05/11/23 Term Loan - 12.46% inc PIK (SOFR + 8.00%, 1.50% Floor, 1.00% PIK) Net Assets 3.2% Maturity 02/23/282025-03-310001825265Debt Investments, Containers & Packaging The HC Companies, Inc., Acquisition Date 08/01/23 Term Loan - 11.86% (SOFR + 7.50%, 2.00% Floor) Net Assets 6.3% Maturity 08/01/282024-12-310001825265Debt Investments, Household Durables, Lenox Holdings, Inc., Acquisition Date 07/08/22 Term Loan - 13.67% (SOFR + 8.75%,1.00%,Floor), Net Assets 5.8%, Maturity Date 07/08/272024-01-012024-12-310001825265Debt Investments, Information Technology Services Corcentric, Inc., Acquisition Date 05/09/23 Term Loan - 11.66% (SOFR + 7.00%, 2.00% Floor) Net Assets 6.5% Maturity Date 05/09/272024-12-310001825265us-gaap:DebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:EquitySecuritiesMember2025-01-012025-03-310001825265Cash Equivalents, First American Government Obligation Fund, Yield 4.39%, Class X (FGXXX) Net Assets 14.4%2024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MaximumMember2024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMember2025-03-310001825265Debt Investments, Specialty Retail, D&D Buyer, LLC, Acquisition Date 10/04/23 Term Loan - 10.90% (SOFR + 6.50%, 2.00% Floor) Net Assets 5.3% Maturity 10/04/282025-01-012025-03-310001825265Debt Investments, Health Care Equipment & Supplies ConnectAmerica.com, LLC, Acquisition Date 10/11/24 Last Out Term Loan- 9.83% (SOFR + 5.50%, 1.75% Floor) Net Assets 8.5% Maturity 10/11/292024-01-012024-12-310001825265Equity Investments, Technology Hardware, Storage and Peripherals Sigmatron International, Inc., Acquisition Date 12/01/24 Warrant, expires 12/1/35 Net Assets 0.0%2024-12-310001825265Debt Investments, Transportation Infrastructure, CG Buyer, LLC, Acquisition Date 07/19/23 Term Loan - 11.32% (SOFR + 7.00%, 1.50% Floor) Net Assets 3.3% Maturity 07/19/282025-03-310001825265Debt Investments, Paper & Forest Products, Pallet Logistics of America, LLC, Acquisition Date 11/22/24 Revolver - 10.76% (SOFR + 6.50%, 1.00% Floor) Net Assets 0.1% Maturity 03/02/272025-03-310001825265Debt Investments, Software, Pango Group, Acquisition Date 12/09/24 Term Loan - 10.54% (SOFR + 6.25%, 1.50% Floor) Net Assets 3.7% Maturity 12/10/292025-03-310001825265us-gaap:DebtSecuritiesMember2025-03-310001825265Debt Investments, Containers & Packaging Hoffmaster Group, Inc., Acquisition Date 02/24/23 Term Loan - 10.54% (SOFR + 6.25%, 2.00% Floor) Net Assets 3.5% Maturity 02/24/282025-01-012025-03-310001825265Debt Investments, Professional Services Pallet Logistics of America, LLC Acquisition Date 11/22/24 Term Loan - 11.01% (SOFR + 6.50%, 1.00% Floor) Net Assets 3.9% Maturity 03/02/272024-01-012024-12-310001825265ck0001825265:RevolvingCreditLinesMember2024-12-310001825265Debt Investments, Technology Hardware, Storage and Peripherals, Sigmatron International, Inc., Acquisition Date 07/18/22 Term Loan - 12.94% inc PIK (SOFR + 8.50%, 1.00% Floor, 1.00% PIK) Net Assets 2.0% Maturity 07/18/272025-01-012025-03-310001825265ck0001825265:AssetBasedCreditFacilityMember2024-02-020001825265Debt Investments, Automobile Components Fenix Intermediate, LLC, Acquisition Date 03/28/24 Delayed Draw Term Loan B-1 - 10.83% (SOFR + 6.50%, 1.75% Floor) Net Assets 0.3% Maturity 03/28/292024-12-310001825265Debt Investments, Technology Hardware, Storage and Peripherals, Net Assets 1.8%2024-12-310001825265ck0001825265:AdviserMember2022-01-012022-12-310001825265Debt Investments, Commercial Services & Supplies Comprehensive Logistics Co., LLC, Acquisition Date 03/26/24 Term Loan - 11.46% (SOFR + 7.00%, 2.00% Floor) Net Assets 5.7% Maturity 03/26/262024-01-012024-12-310001825265Debt Investments, Ground Transportation, Net Assets 5.2%2025-03-310001825265Debt Investments, Automobile Components Fenix Intermediate, LLC, Acquisition Date 03/28/24 Delayed Draw Term Loan B-1 - 10.80% (SOFR + 6.50%, 1.75% Floor) Net Assets 0.3% Maturity 03/28/292025-03-310001825265Debt Investments, Hotels, Restaurants & Leisure Black Rock Coffee Holdings, LLC, Acquisition Date 04/29/22 Term Loan - 11.07% inc PIK (SOFR + 6.50%, 1.00% Floor, 0.50% PIK) Net Assets 3.1% Maturity 09/30/262025-03-310001825265Debt Investments, Containers & Packaging The HC Companies, Inc., Acquisition Date 05/21/24 Incremental Term Loan - 11.82% (SOFR + 7.50%, 2.00% Floor) Net Assets 3.6% Maturity 08/01/282025-03-310001825265Debt Investments, Containers & Packaging PaperWorks Industries, Inc., Acquisition Date 07/26/23 Term Loan - 12.99% (SOFR + 8.25%, 1.00% Floor) Net Assets 2.3% Maturity 06/30/272024-01-012024-12-310001825265ck0001825265:SignatureBrandsLlcMember2025-03-310001825265us-gaap:BaseRateMemberck0001825265:SubscriptionBasedCreditFacilityMember2022-03-082022-03-080001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMembersrt:MinimumMemberck0001825265:MeasurementInputIndicativeBidMemberck0001825265:DebtSecuritiesTwoMember2025-03-310001825265Debt Investments, Specialty Retail, Net Assets 11.2%2024-12-310001825265ck0001825265:AssetBasedCreditFacilityMember2022-09-130001825265us-gaap:RetainedEarningsMember2024-01-012024-03-310001825265Debt Investments, Transportation Infrastructure, CG Buyer, LLC, Acquisition Date 07/19/23 Delayed Draw Term Loan - 11.32% (SOFR + 7.00%, 1.50% Floor) Net Assets 0.1% Maturity 07/19/282025-01-012025-03-310001825265ck0001825265:CsatHoldingsLlcMember2025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberck0001825265:MeasurementInputIndicativeBidMemberus-gaap:EquitySecuritiesMembersrt:MaximumMember2025-03-310001825265Debt Investments, Commercial Services & Supplies Comprehensive Logistics Co., LLC, Acquisition Date 03/26/24 Revolver - 11.44% (SOFR + 7.00%, 2.00% Floor) Net Assets 0.3% Maturity 03/26/262024-01-012024-12-310001825265Debt Investments, Specialty Retail, D&D Buyer, LLC, Acquisition Date 10/04/23 Revolver - 10.90% (SOFR + 6.50%, 2.00% Floor) Net Assets 0.2% Maturity 10/04/282025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMembersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMember2024-12-310001825265Debt Investments, Commercial Services & Supplies CSAT Holdings LLC, Acquisition Date 06/30/23 Revolver- 14.94% inc PIK (SOFR + 10.50%, 2.00% Floor, 2.25% PIK) Net Assets 0.3% Maturity 06/30/282025-01-012025-03-310001825265ck0001825265:RevolvingCreditLinesMember2025-03-310001825265Debt Investments, Automobile Components Fenix Intermediate, LLC, Acquisition Date 03/28/24 Term Loan B - 10.83% (SOFR + 6.50%, 1.75% Floor) Net Assets 4.7% Maturity 03/28/292024-12-310001825265Debt Investments, Containers & Packaging The HC Companies, Inc., Acquisition Date 08/01/23 Term Loan - 11.86% (SOFR + 7.50%, 2.00% Floor) Net Assets 6.3% Maturity 08/01/282024-01-012024-12-310001825265Debt Investments, Construction & Engineering Sunland Asphalt & Construction, LLC, Acquisition Date 06/16/23 Term Loan B - 10.92% (SOFR + 6.50%, 1.75% Floor) Net Assets 3.2% Maturity 06/16/282025-03-310001825265us-gaap:FairValueInputsLevel3Member2023-12-310001825265Debt Investments, Health Care Equipment & Supplies, Net Assets 8.5%2025-03-310001825265Debt Investments, Software, Net Assets 3.9%2025-03-310001825265Debt Investments, Household Durables, Lenox Holdings, Inc., Acquisition Date 07/08/22 Term Loan - 13.30% (SOFR + 8.75%,1.00%,Floor), Net Assets 5.7%, Maturity Date 12/31/262025-01-012025-03-310001825265us-gaap:MemberUnitsMember2023-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:EquitySecuritiesMember2025-03-310001825265Equity Investments, Energy Equipment & Services, Net Assets 0.2%2025-03-310001825265Debt Investments, Containers & Packaging The HC Companies, Inc., Acquisition Date 08/01/23 Term Loan - 11.82% (SOFR + 7.50%, 2.00% Floor) Net Assets 6.2% Maturity 08/01/282025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMember2024-01-012024-03-310001825265Equity Investments, Commercial Services & Supplies, CSAT Holdings LLC, Acquisition Date 03/05/25 Warrant, expires 03/05/32 Net Assets 0.1%2025-01-012025-03-310001825265ck0001825265:HydrosourceLogisticsLlcMember2024-12-310001825265Debt Investments, Hotels, Restaurants & Leisure Five Star Buyer, Inc., Acquisition Date 05/11/23 Term Loan - 12.66% inc PIK (SOFR + 8.00%, 1.50% Floor, 1.00% PIK) Net Assets 3.2% Maturity 02/23/282024-12-310001825265Debt Investments, Automobile Components Superior Industries International, Inc., Acquisition Date 08/14/24 Term Loan - 11.88% (SOFR + 7.50%, 2.50% Floor) Net Assets 3.3% Maturity 12/15/282024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMemberus-gaap:MarketApproachValuationTechniqueMemberck0001825265:MeasurementInputIndicativeBidMember2025-03-310001825265Debt Investments, Energy Equipment & Services Net Assets 11.3%2024-12-310001825265Debt Investments, Construction & Engineering Sunland Asphalt & Construction, LLC, Acquisition Date 06/16/23 Delayed Draw Term Loan - 10.96% (SOFR + 6.50%, 1.75% Floor) Net Assets 1.3% Maturity 06/16/282024-12-3100018252652024-03-310001825265Debt Investments, Energy Equipment & Services Harvey Gulf Holdings, LLC, Acquisition Date 01/19/24 Term Loan B - 10.61% (SOFR + 6.25%, 2.00% Floor) Net Assets 6.7% Maturity 01/19/292024-12-310001825265Debt Investments, Household Durables, Lenox Holdings, Inc., Acquisition Date 07/08/22 Term Loan - 13.30% (SOFR + 8.75%,1.00%,Floor), Net Assets 5.7%, Maturity Date 12/31/262025-03-310001825265Debt Investments, Oil, Gas & Consumable Fuels HOP Energy, LLC, Acquisition Date 02/29/24 Term Loan B -14.85% inc PIK (SOFR + 10.00%, 2.00% Floor, all PIK) Net Assets 0.0% Maturity 12/09/272024-12-310001825265ck0001825265:GreatKitchensFoodCompanyIncMember2024-12-310001825265Debt Investments, Food Products Baxters North America, Inc., Acquisition Date 05/31/23 Term Loan - 11.76% (SOFR + 7.25%, 1.75% Floor) Net Assets 5.8% Maturity 05/31/282024-12-310001825265ck0001825265:AssetBasedCreditFacilityAmendmentMember2025-03-310001825265Debt Investments, Food Products Signature Brands, LLC, Acquisition Date 05/05/23 Term Loan - 14.28% inc PIK (SOFR + 9.50%, 1.75% Floor, 3.00% PIK) Net Assets 4.7% Maturity 05/04/282024-01-012024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMember2024-12-310001825265Debt Investments, Electrical Equipment VoltaGrid, LLC, Acquisition Date 04/09/24 Term Loan - 10.93% (SOFR + 6.50%, 4.00% Floor) Net Assets 4.8% Maturity 02/28/292024-01-012024-12-310001825265Debt Investments, Paper & Forest Products, Pallet Logistics of America, LLC, Acquisition Date 11/22/24 Revolver - 10.76% (SOFR + 6.50%, 1.00% Floor) Net Assets 0.1% Maturity 03/02/272025-01-012025-03-310001825265Debt Investments, Energy Equipment & Services HydroSource Logistics, LLC, Acquisition Date 04/05/24 Term Loan - 13.06% (SOFR + 8.50%, 2.00% Floor) Net Assets 4.5% Maturity 04/04/292025-01-012025-03-310001825265Debt Investments, Food Products Baxters North America, Inc., Acquisition Date 05/31/23 Term Loan - 11.76% (SOFR + 7.25%, 1.75% Floor) Net Assets 5.8% Maturity 05/31/282024-01-012024-12-310001825265Debt Investments, Containers & Packaging Hoffmaster Group, Inc., Acquisition Date 02/24/23 Term Loan - 10.82% (SOFR + 6.25%, 2.00% Floor) Net Assets 3.5% Maturity 02/24/282024-12-310001825265Debt & Equity Investments, Net Assets 182.5%2025-03-310001825265ck0001825265:CreditFacilitiesMember2025-01-012025-03-310001825265Debt Investments, Hotels, Restaurants & Leisure, Net Assets 9.8%2025-03-310001825265Aggregate Fair Value of These Securities2025-01-012025-03-310001825265Debt Investments, Specialty Retail, Follett Higher Education Group, Inc., Acquisition Date 02/01/22 Term Loan - 11.42% inc PIK (SOFR + 7.00%, 2.00% Floor, 3.00% PIK) Net Assets 5.2% Maturity 02/01/282025-01-012025-03-310001825265Equity Investments, Energy Equipment & Services HydroSource Logistics, LLC, Acquisition Date 04/05/24 Warrant, expires 4/4/34 Net Assets 0.0%2024-12-310001825265Equity Investments, Commercial Services & Supplies, CSAT Holdings LLC, Acquisition Date 03/05/25 Warrant, expires 03/05/32 Net Assets 0.1%2025-03-310001825265Debt Investments, Professional Services Alorica Inc., Acquisition Date 12/21/22 Term Loan - 11.23% (SOFR + 6.88%, 1.50% Floor) Net Assets 5.1% Maturity 03/02/272024-12-310001825265ck0001825265:TermLoanMember2024-12-310001825265Debt Investments, Construction & Engineering Sunland Asphalt & Construction, LLC, Acquisition Date 06/16/23 Term Loan B - 10.96% (SOFR + 6.50%, 1.75% Floor) Net Assets 3.2% Maturity 06/16/282024-12-310001825265us-gaap:RetainedEarningsMember2025-01-012025-03-310001825265Debt Investments, Health Care Equipment & Supplies ConnectAmerica.com, LLC, Acquisition Date 10/11/24 Last Out Term Loan - 9.80% (SOFR + 5.50%, 1.75% Floor) Net Assets 8.5% Maturity 10/11/292025-01-012025-03-310001825265us-gaap:CommonStockMember2022-07-082022-07-080001825265Debt Investments, Ground Transportation RPM Purchaser, Inc., Acquisition Date 09/11/23 Term Loan B - 10.69% (SOFR + 6.25%, 2.00% Floor) Net Assets 4.6% Maturity 09/11/282025-01-012025-03-310001825265Debt Investments, Commercial Services & Supplies CSAT Holdings LLC, Acquisition Date 06/30/23 Revolver- 12.71% (SOFR + 8.25%, 2.00% Floor) Net Assets 0.2% Maturity 06/30/282024-01-012024-12-310001825265Debt Investments, Specialty Retail D&D Buyer, LLC, Acquisition Date 10/04/23 Revolver - 11.43%(SOFR + 7.00%, 2.00% Floor) Net Assets 0.2% Maturity 10/04/282024-12-310001825265Debt Investments, Hotels, Restaurants & Leisure Black Rock Coffee Holdings, LLC, Acquisition Date 05/31/24 Delayed Draw Term Loan - 11.07% inc PIK (SOFR + 6.50%, 1.00% Floor, 0.50% PIK) Net Assets 0.7% Maturity 09/30/262025-01-012025-03-310001825265Debt Investments, Containers & Packaging Hoffmaster Group, Inc., Acquisition Date 02/24/23 Term Loan - 10.82% (SOFR + 6.25%, 2.00% Floor) Net Assets 3.5% Maturity 02/24/282024-01-012024-12-310001825265Total Investments (188.3%)2025-03-310001825265ck0001825265:AdviserMember2024-12-310001825265Debt Investments, Hotels, Restaurants & Leisure Red Robin International, Inc., Acquisition Date 04/11/22 Revolver – 12.14% (SOFR + 7.50%, 1.00% Floor) Net Assets 0.3% Maturity 03/04/272024-12-310001825265Debt Investments, Household Durables, Lenox Holdings, Inc., Acquisition Date 07/08/22 Term Loan - 13.67% (SOFR + 8.75%,1.00%,Floor), Net Assets 5.8%, Maturity Date 07/08/272024-12-310001825265ck0001825265:AssetBasedCreditFacilityMember2022-09-132022-09-130001825265Net Assets (100.0%)2025-03-310001825265ck0001825265:DDBuyerLlcMember2025-03-310001825265Debt Investments, Food Products Signature Brands, LLC, Acquisition Date 05/05/23 Term Loan - 14.28% inc PIK (SOFR + 9.50%, 1.75% Floor, 3.00% PIK) Net Assets 4.7% Maturity 05/04/282024-12-310001825265Equity Investments, Commercial Services & Supplies, Net Assets 0.1%2025-03-310001825265Debt Investments, Ground Transportation RPM Purchaser, Inc., Acquisition Date 09/11/23 Term Loan B - 10.72% (SOFR + 6.25%, 2.00% Floor) Net Assets 4.6% Maturity 09/11/282024-01-012024-12-310001825265Equity Investments, Energy Equipment & Services HydroSource Logistics, LLC, Acquisition Date 04/05/24 Warrant, expires 4/4/34 Net Assets 0.0%2024-01-012024-12-310001825265Debt Investments, Information Technology Services, Net Assets 6.5%2025-03-310001825265us-gaap:FairValueInputsLevel3Member2024-12-310001825265us-gaap:RetainedEarningsMember2024-03-310001825265Debt Investments, Hotels, Restaurants & Leisure Five Star Buyer, Inc., Acquisition Date 05/11/23 Delayed Draw Term Loan - 12.66% inc PIK (SOFR + 8.00%, 1.50% Floor, 1.00% PIK) Net Assets 0.1% Maturity 02/23/282024-12-310001825265Equity Investments, Technology Hardware, Storage and Peripherals, Sigmatron International, Inc., Acquisition Date 01/01/25 Warrant, expires 01/01/30 Net Assets 0.0%2025-01-012025-03-310001825265Debt Investments, Ground Transportation RPM Purchaser, Inc., Acquisition Date 09/11/23 Delayed Draw Term Loan B - 10.69% (SOFR + 6.25%, 2.00% Floor) Net Assets 0.6% Maturity 09/11/282025-01-012025-03-310001825265Debt Investments, Automobile Components Fenix Intermediate, LLC, Acquisition Date 03/28/24 Term Loan B - 10.83% (SOFR + 6.50%, 1.75% Floor) Net Assets 4.7% Maturity 03/28/292024-01-012024-12-310001825265us-gaap:CashEquivalentsMember2024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:EquitySecuritiesMember2024-12-310001825265us-gaap:FairValueInputsLevel1Memberus-gaap:EquitySecuritiesMember2025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMembersrt:MinimumMemberck0001825265:MeasurementInputIndicativeBidMemberus-gaap:EquitySecuritiesMember2025-03-310001825265us-gaap:CommonStockMember2021-05-272021-05-270001825265Debt Investments, Information Technology Services, Corcentric, Inc., Acquisition Date 05/09/23 Term Loan - 11.55% (SOFR + 7.00%, 2.00% Floor) Net Assets 6.5% Maturity 05/09/272025-01-012025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMember2024-03-310001825265Debt Investments, Ground Transportation RPM Purchaser, Inc., Acquisition Date 09/11/23 Delayed Draw Term Loan B - 10.72% (SOFR + 6.25%, 2.00% Floor) Net Assets 0.6% Maturity 09/11/282024-12-310001825265Debt Investments, Construction & Engineering Sunland Asphalt & Construction, LLC, Acquisition Date 06/16/23 Delayed Draw Term Loan - 10.92% (SOFR + 6.50%, 1.75% Floor) Net Assets 1.4% Maturity 06/16/282025-01-012025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMemberus-gaap:MarketApproachValuationTechniqueMemberck0001825265:MeasurementInputIndicativeBidMembersrt:MinimumMember2025-03-310001825265Debt Investments, Commercial Services & Supplies Jones Industrial Holdings, Inc., Acquisition Date 07/31/23 Term Loan - 11.17% (SOFR + 6.75%, 2.00% Floor) Net Assets 3.0% Maturity 07/31/282025-03-310001825265Debt Investments, Commercial Services & Supplies Jones Industrial Holdings, Inc., Acquisition Date 07/31/23 Delayed Draw Term Loan - 11.17% (SOFR + 6.75%, 2.00% Floor) Net Assets 0.7% Maturity 07/31/282025-01-012025-03-310001825265Debt Investments, Hotels, Restaurants & Leisure Red Robin International, Inc., Acquisition Date 04/11/22 Term Loan - 12.06% (SOFR + 7.50%, 1.00% Floor) Net Assets 1.7% Maturity 03/04/272025-03-310001825265Debt Investments, Household Durables, Net Assets 5.7%2025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberus-gaap:IncomeApproachValuationTechniqueMember2025-03-310001825265Debt Investments, Paper & Forest Products, Pallet Logistics of America, LLC, Acquisition Date 11/22/24 Term Loan - 10.76% (SOFR + 6.50%, 1.00% Floor) Net Assets 4.0% Maturity 03/02/272025-01-012025-03-310001825265Debt Investments, Software Pango Group, Acquisition Date 12/09/24 Term Loan - 10.68% (SOFR + 6.25%, 1.50% Floor) Net Assets 3.7% Maturity 12/10/292024-01-012024-12-310001825265Debt Investments, Hotels, Restaurants & Leisure Red Robin International, Inc., Acquisition Date 04/11/22 Term Loan - 12.21% (SOFR + 7.50%, 1.00% Floor) Net Assets 1.7% Maturity 03/04/272024-01-012024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMembersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMemberck0001825265:MeasurementInputIndicativeBidMember2025-03-310001825265ck0001825265:RpmPurchaserIncMember2024-12-3100018252652025-01-012025-03-310001825265ck0001825265:IncentiveFeeThereafterMember2025-01-012025-03-310001825265Debt Investments, Oil, Gas & Consumable Fuels, Net Assets 4.2%2025-03-310001825265Debt Investments, Energy Equipment & Services Harvey Gulf Holdings, LLC, Acquisition Date 01/19/24 Term Loan B - 10.61% (SOFR + 6.25%, 2.00% Floor) Net Assets 6.7% Maturity 01/19/292024-01-012024-12-310001825265Aggregate Acquisitions and Aggregate Dispositions of Investments, Other Than Government Securities2025-01-012025-03-310001825265Cash Equivalents, First American Government Obligation Fund, Yield 4.39%, Class X (FGXXX)2024-12-310001825265ck0001825265:CFNewcoIncMember2025-03-310001825265Debt Investments, Commercial Services & Supplies Jones Industrial Holdings, Inc., Acquisition Date 07/31/23 Delayed Draw Term Loan – 11.46% (SOFR + 7.00%, 2.00% Floor) Net Assets 0.7% Maturity 07/31/282024-01-012024-12-310001825265Debt Investments, Automobile Components, Net Assets 8.4%2025-03-310001825265Debt Investments, Energy Equipment & Services HydroSource Logistics, LLC, Acquisition Date 04/05/24 Revolver - 13.12% (SOFR + 8.50%, 2.00% Floor) Net Assets 0.1% Maturity 04/04/292024-01-012024-12-310001825265Debt Investments, Machinery, Net Assets 6.3%2025-03-310001825265Debt Investments, Hotels, Restaurants & Leisure Five Star Buyer, Inc., Acquisition Date 05/11/23 Delayed Draw Term Loan - 12.66% inc PIK (SOFR + 8.00%, 1.50% Floor, 1.00% PIK) Net Assets 0.1% Maturity 02/23/282024-01-012024-12-310001825265Debt Investments, Automobile Components Fenix Intermediate, LLC, Acquisition Date 03/28/24 Term Loan B – 10.80% (SOFR + 6.50%, 1.75% Floor) Net Assets 4.8% Maturity 03/28/292025-01-012025-03-310001825265Debt Investments, Containers & Packaging, Net Assets 19.0%2024-12-310001825265us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:EquitySecuritiesMember2024-12-310001825265Debt Investments, Food Products, Net Assets 16.5%2025-03-3100018252652021-05-272025-03-310001825265Debt Investments, Electrical Equipment VoltaGrid, LLC, Acquisition Date 03/31/25 Delayed Draw Term Loan B - 10.65% (SOFR + 6.25%, 4.00% Floor) Net Assets 2.0% Maturity 02/28/292025-01-012025-03-310001825265Debt Investments, Commercial Services & Supplies Jones Industrial Holdings, Inc., Acquisition Date 07/31/23 Term Loan – 11.46% (SOFR + 7.00%, 2.00% Floor) Net Assets 2.9% Maturity 07/31/282024-01-012024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MaximumMember2025-03-310001825265Equity Investments, Technology Hardware, Storage and Peripherals, Net Assets 0.0%2024-12-310001825265Net Assets (100.0%)2024-12-310001825265Aggregate Acquisitions and Aggregate Dispositions of Investments, Other Than Government Securities2024-01-012024-12-310001825265Debt Investments, Food Products Great Kitchens Food Company, Inc, Acquisition Date 05/31/24 Term Loan - 10.36% (SOFR + 6.00%, 1.25% Floor) Net Assets 6.6% Maturity 05/31/292024-12-310001825265us-gaap:FairValueInputsLevel1Memberus-gaap:CashEquivalentsMember2024-12-310001825265Debt Investments, Automobile Components Fenix Intermediate, LLC, Acquisition Date 03/28/24 Delayed Draw Term Loan B-1 - 10.83% (SOFR + 6.50%, 1.75% Floor) Net Assets 0.3% Maturity 03/28/292024-01-012024-12-310001825265ck0001825265:PalletLogisticsOfAmericaLlc1Member2025-03-310001825265us-gaap:CommonStockMember2024-03-192024-03-190001825265Debt Investments, Oil, Gas & Consumable Fuels, HOP Energy, LLC, Acquisition Date 02/29/24 Term Loan B - 14.56% inc PIK (SOFR + 10.00%, 2.00% Floor, all PIK) Net Assets 0.0% Maturity 12/09/272025-01-012025-03-310001825265Debt Investments, Professional Services, Net Assets 5.1%2024-12-310001825265ck0001825265:DDBuyerLlc1Member2025-03-310001825265Debt Investments, Electrical Equipment VoltaGrid, LLC, Acquisition Date 03/31/25 Delayed Draw Term Loan B - 10.65% (SOFR + 6.25%, 4.00% Floor) Net Assets 2.0% Maturity 02/28/292025-03-310001825265ck0001825265:DDBuyerLlcMember2024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMemberck0001825265:DebtSecuritiesTwoMemberus-gaap:IncomeApproachValuationTechniqueMember2025-03-310001825265Debt Investments, Specialty Retail D&D Buyer, LLC, Acquisition Date 10/04/23 Term Loan - 11.43% (SOFR + 7.00%, 2.00% Floor) Net Assets 5.2% Maturity 10/04/282024-12-310001825265ck0001825265:DDBuyerLlc1Member2024-12-310001825265Debt Investments, Energy Equipment & Services Harvey Gulf Holdings, LLC, Acquisition Date 01/19/24 Term Loan B - 10.57% (SOFR + 6.25%, 2.00% Floor) Net Assets 6.8% Maturity 01/19/292025-01-012025-03-310001825265Debt Investments, Personal Products, Milk Makeup LLC, Acquisition Date 03/18/25 Revolver - 11.80% (SOFR + 7.50%, 2.00% Floor) Net Assets 0.4% Maturity 03/18/302025-03-310001825265Debt Investments, Food Products Great Kitchens Food Company, Inc, Acquisition Date 05/31/24 Term Loan - 10.32% (SOFR + 6.00%, 1.25% Floor) Net Assets 6.2% Maturity 05/31/292025-01-012025-03-310001825265Debt Investments, Containers & Packaging Hoffmaster Group, Inc., Acquisition Date 02/24/23 Term Loan - 10.54% (SOFR + 6.25%, 2.00% Floor) Net Assets 3.5% Maturity 02/24/282025-03-310001825265Debt Investments, Specialty Retail, D&D Buyer, LLC, Acquisition Date 10/04/23 Revolver - 10.90% (SOFR + 6.50%, 2.00% Floor) Net Assets 0.2% Maturity 10/04/282025-01-012025-03-310001825265Cash Equivalents, Net Assets 5.5%2025-03-310001825265Total Investments (168.5%)2024-12-310001825265ck0001825265:CFNewcoIncMember2024-12-310001825265Debt Investments, Technology Hardware, Storage and Peripherals Sigmatron International, Inc., Acquisition Date 07/18/22 Term Loan - 12.97% inc PIK (SOFR + 8.50%, 1.00% Floor, 1.00% PIK) Net Assets 1.8% Maturity 07/18/272024-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberck0001825265:MeasurementInputIndicativeBidMemberus-gaap:EquitySecuritiesMember2025-03-310001825265us-gaap:FairValueInputsLevel2Member2024-12-310001825265us-gaap:RetainedEarningsMember2025-03-310001825265ck0001825265:VoltagridLlcMember2025-03-310001825265Debt Investments, Oil, Gas & Consumable Fuels, HOP Energy, LLC, Acquisition Date 06/17/22 Term Loan - 13.56% inc PIK (SOFR + 9.00%, 2.00% Floor, all PIK) Net Assets 4.2% Maturity 12/09/272025-01-012025-03-310001825265Debt Investments, Specialty Retail, Follett Higher Education Group, Inc., Acquisition Date 02/01/22 Term Loan - 11.42% inc PIK (SOFR + 7.00%, 2.00% Floor, 3.00% PIK) Net Assets 5.2% Maturity 02/01/282025-03-310001825265Debt Investments, Hotels, Restaurants & Leisure Red Robin International, Inc., Acquisition Date 04/11/22 Term Loan - 12.06% (SOFR + 7.50%, 1.00% Floor) Net Assets 1.7% Maturity 03/04/272025-01-012025-03-310001825265us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001825265:SubscriptionBasedCreditFacilityMember2022-03-082022-03-080001825265Debt Investments, Commercial Services & Supplies Comprehensive Logistics Co., LLC, Acquisition Date 03/26/24 Term Loan - 12.46% (SOFR + 7.00%, 2.00% Floor) Net Assets 5.7% Maturity 03/26/262025-03-310001825265Equity Investments, Energy Equipment & Services, HydroSource Logistics, LLC, Acquisition Date 04/05/24 Warrant, expires 4/4/34 Net Assets 0.2%2025-01-012025-03-310001825265Net unrealized depreciation on unfunded commitments (0.2%)2024-12-310001825265ck0001825265:PalletLogisticsOfAmericaLLCMember2025-03-310001825265us-gaap:FairValueInputsLevel2Memberus-gaap:CashEquivalentsMember2024-12-310001825265Debt Investments, Hotels, Restaurants & Leisure Red Robin International, Inc., Acquisition Date 04/11/22 Revolver – 11.94% (SOFR + 7.50%, 1.00% Floor) Net Assets 0.2% Maturity 03/04/272025-03-310001825265Debt Investments, Software, Pango Group, Acquisition Date 12/09/24 Term Loan - 10.54% (SOFR + 6.25%, 1.50% Floor) Net Assets 3.7% Maturity 12/10/292025-01-012025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMembersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMember2025-03-3100018252652023-12-310001825265Debt Investments, Food Products Signature Brands, LLC, Acquisition Date 05/05/23 Term Loan - 14.07% inc PIK (SOFR + 9.50%, 1.75% Floor, all PIK) Net Assets 4.3% Maturity 05/04/282025-03-310001825265ck0001825265:SignatureBrandsLlcMember2024-12-310001825265us-gaap:MemberUnitsMember2024-01-012024-03-310001825265Debt Investments, Ground Transportation RPM Purchaser, Inc., Acquisition Date 09/11/23 Delayed Draw Term Loan B - 10.69% (SOFR + 6.25%, 2.00% Floor) Net Assets 0.6% Maturity 09/11/282025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMembersrt:MinimumMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:EquitySecuritiesMember2025-03-310001825265Debt Investments, Hotels, Restaurants & Leisure Black Rock Coffee Holdings, LLC, Acquisition Date 05/31/24 Incremental Term Loan -11.28% inc PIK (SOFR + 6.50%, 1.00% Floor, 0.50% PIK) Net Assets 0.8% Maturity 09/30/262024-12-310001825265ck0001825265:AssetBasedCreditFacilityMember2025-03-310001825265Debt Investments, Specialty Retail D&D Buyer, LLC, Acquisition Date 10/04/23 Delayed Draw Term Loan - 11.62% (SOFR + 7.00%, 2.00% Floor) Net Assets 0.9% Maturity 10/04/282024-12-310001825265Debt Investments, Information Technology Services, Corcentric, Inc., Acquisition Date 05/09/23 Term Loan - 11.55% (SOFR + 7.00%, 2.00% Floor) Net Assets 6.5% Maturity 05/09/272025-03-310001825265Debt Investments, Health Care Equipment & Supplies ConnectAmerica.com, LLC, Acquisition Date 10/11/24 Last Out Term Loan- 9.83% (SOFR + 5.50%, 1.75% Floor) Net Assets 8.5% Maturity 10/11/292024-12-310001825265ck0001825265:RedRobinInternationalIncMember2025-03-310001825265Debt Investments, Oil, Gas & Consumable Fuels HOP Energy, LLC, Acquisition Date 06/17/22 Term Loan - 13.85% inc PIK (SOFR + 9.00%, 2.00% Floor, all PIK) Net Assets 3.9% Maturity 12/09/272024-01-012024-12-310001825265Debt Investments, Professional Services Pallet Logistics of America, LLC Acquisition Date 11/22/24 Term Loan - 11.01% (SOFR + 6.50%, 1.00% Floor) Net Assets 3.9% Maturity 03/02/272024-12-310001825265Debt Investments, Net Assets 182.2%2025-03-310001825265Debt Investments, Commercial Services & Supplies CSAT Holdings LLC, Acquisition Date 06/30/23 Term Loan - 12.84% (SOFR + 8.25%, 2.00% Floor) Net Assets 4.6% Maturity 06/30/282024-01-012024-12-310001825265Debt Investments, Transportation Infrastructure, CG Buyer, LLC, Acquisition Date 07/19/23 Term Loan - 11.32% (SOFR + 7.00%, 1.50% Floor) Net Assets 3.3% Maturity 07/19/282025-01-012025-03-310001825265Debt Investments, Machinery Triarc Tanks Bidco, LLC, Acquisition Date 10/03/22 Term Loan – 11.59% (SOFR + 7.00%, 1.00% Floor) Net Assets 2.3% Maturity Date 10/03/262024-01-012024-12-310001825265Equity Investments, Technology Hardware, Storage and Peripherals, Sigmatron International, Inc., Acquisition Date 12/01/24 Warrant, expires 03/01/30 Net Assets 0.0%2025-01-012025-03-310001825265us-gaap:CommonStockMember2025-03-310001825265Debt Investments, Transportation Infrastructure, CG Buyer, LLC, Acquisition Date 07/19/23 Delayed Draw Term Loan - 11.36% (SOFR + 7.00%, 1.50% Floor) Net Assets 0.1% Maturity 07/19/282024-12-310001825265us-gaap:DebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2024-12-310001825265Debt Investments, Hotels, Restaurants & Leisure Red Robin International, Inc., Acquisition Date 04/11/22 Revolver – 11.94% (SOFR + 7.50%, 1.00% Floor) Net Assets 0.2% Maturity 03/04/272025-01-012025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:CashEquivalentsMember2024-12-310001825265ck0001825265:SubscriptionBasedCreditFacilityAmendmentMember2025-03-072025-03-070001825265us-gaap:FairValueInputsLevel2Memberus-gaap:EquitySecuritiesMember2025-03-310001825265ck0001825265:AssetBasedCreditFacilityAmendmentMember2023-08-112023-08-110001825265us-gaap:BaseRateMemberck0001825265:AssetBasedCreditFacilityMember2022-09-132022-09-1300018252652024-01-012024-03-310001825265Equity Investments, Energy Equipment & Services Net Assets 0.0%2024-12-310001825265Debt Investments, Electrical Equipment, Net Assets 7.4%2025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMemberck0001825265:DebtSecuritiesTwoMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MaximumMember2025-03-310001825265Equity Investments, Technology Hardware, Storage and Peripherals, Sigmatron International, Inc., Acquisition Date 12/01/24 Warrant, expires 12/01/29 Net Assets 0.0%2025-01-012025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMembersrt:MinimumMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:EquitySecuritiesMember2024-12-310001825265us-gaap:FairValueInputsLevel1Memberus-gaap:CashEquivalentsMember2025-03-310001825265Debt Investments, Net Assets 154.2%2024-12-310001825265ck0001825265:SubscriptionBasedCreditFacilityMember2022-03-082022-03-080001825265us-gaap:MemberUnitsMember2024-12-310001825265Debt Investments, Ground Transportation RPM Purchaser, Inc., Acquisition Date 09/11/23 Term Loan B - 10.72% (SOFR + 6.25%, 2.00% Floor) Net Assets 4.6% Maturity 09/11/282024-12-310001825265Debt Investments, Professional Services Alorica Inc., Acquisition Date 12/21/22 Term Loan - 11.23% (SOFR + 6.88%, 1.50% Floor) Net Assets 5.1% Maturity 03/02/272024-01-012024-12-310001825265Debt Investments, Personal Products, Milk Makeup LLC, Acquisition Date 03/18/25 Term Loan - 11.80% (SOFR + 7.50%, 2.00% Floor) Net Assets 8.6% Maturity 03/18/302025-03-310001825265Debt Investments, Information Technology Services, Net Assets 6.5%2024-12-310001825265Debt Investments, Hotels, Restaurants & Leisure Black Rock Coffee Holdings, LLC, Acquisition Date 05/31/24 Delayed Draw Term Loan - 11.07% inc PIK (SOFR + 6.50%, 1.00% Floor, 0.50% PIK) Net Assets 0.7% Maturity 09/30/262025-03-310001825265ck0001825265:CreditFacilitiesMember2024-01-012024-03-3100018252652024-12-310001825265us-gaap:FairValueInputsLevel3Member2024-03-310001825265ck0001825265:CommonCommitmentMember2024-12-310001825265us-gaap:MemberUnitsMember2024-03-310001825265Debt Investments, Electrical Equipment VoltaGrid, LLC, Acquisition Date 04/09/24 Delayed Draw Term Loan - 10.90% (SOFR + 6.50%, 4.00% Floor) Net Assets 0.5% Maturity 02/28/292025-03-310001825265Debt Investments, Containers & Packaging Hoffmaster Group, Inc., Acquisition Date 03/15/24 Incremental Term Loan - 10.54% (SOFR + 6.25%, 2.00% Floor) Net Assets 3.2% Maturity 02/24/282025-01-012025-03-310001825265Debt Investments, Food Products Signature Brands, LLC, Acquisition Date 02/29/24 Delayed Draw Term Loan A - 10.97% (SOFR + 6.50%, 1.75% Floor) Net Assets 0.3% Maturity 02/14/252024-12-310001825265ck0001825265:MilkMakeupLLCMember2024-12-310001825265Debt Investments, Hotels, Restaurants & Leisure Black Rock Coffee Holdings, LLC, Acquisition Date 05/31/24 Incremental Term Loan -11.28% inc PIK (SOFR + 6.50%, 1.00% Floor, 0.50% PIK) Net Assets 0.8% Maturity 09/30/262024-01-012024-12-310001825265Debt Investments, Software, Net Assets 3.9%2024-12-310001825265Debt Investments, Containers & Packaging Hoffmaster Group, Inc., Acquisition Date 03/15/24 Incremental Term Loan - 10.82% (SOFR + 6.25%, 2.00% Floor) Net Assets 3.2% Maturity 02/24/282024-01-012024-12-310001825265Debt Investments, Energy Equipment & Services Harvey Gulf Holdings, LLC, Acquisition Date 01/19/24 Term Loan B - 10.57% (SOFR + 6.25%, 2.00% Floor) Net Assets 6.8% Maturity 01/19/292025-03-310001825265Debt Investments, Ground Transportation RPM Purchaser, Inc., Acquisition Date 09/11/23 Delayed Draw Term Loan B - 10.72% (SOFR + 6.25%, 2.00% Floor) Net Assets 0.6% Maturity 09/11/282024-01-012024-12-310001825265Debt Investments, Energy Equipment & Services HydroSource Logistics, LLC, Acquisition Date 04/05/24 Revolver - 13.12% (SOFR + 8.50%, 2.00% Floor) Net Assets 0.1% Maturity 04/04/292024-12-310001825265Debt Investments, Electrical Equipment VoltaGrid, LLC, Acquisition Date 04/09/24 Delayed Draw Term Loan - 10.90% (SOFR + 6.50%, 4.00% Floor) Net Assets 0.5% Maturity 02/28/292025-01-012025-03-310001825265Debt Investments, Food Products Great Kitchens Food Company, Inc, Acquisition Date 05/31/24 Term Loan - 10.32% (SOFR + 6.00%, 1.25% Floor) Net Assets 0.1% Maturity 05/31/292025-01-012025-03-310001825265us-gaap:FairValueInputsLevel3Membersrt:MinimumMemberus-gaap:MeasurementInputDiscountRateMemberck0001825265:DebtSecuritiesTwoMemberus-gaap:IncomeApproachValuationTechniqueMember2025-03-310001825265Debt Investments, Personal Products, Net Assets 9.0%2025-03-310001825265us-gaap:CommonStockMember2023-07-242023-07-240001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:EquitySecuritiesMembersrt:MaximumMember2025-03-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:CashEquivalentsMember2025-03-310001825265Debt Investments, Software, Pango Group, Acquisition Date 12/09/24 Revolver - 10.55% (SOFR + 6.25%, 1.50% Floor) Net Assets 0.2% Maturity 12/10/292025-01-012025-03-310001825265Debt Investments, Food Products Great Kitchens Food Company, Inc, Acquisition Date 05/31/24 Term Loan - 10.32% (SOFR + 6.00%, 1.25% Floor) Net Assets 6.2% Maturity 05/31/292025-03-3100018252652025-05-130001825265us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMembersrt:WeightedAverageMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMember2024-12-310001825265us-gaap:InvestmentUnaffiliatedIssuerMember2025-03-310001825265Debt Investments, Commercial Services & Supplies CSAT Holdings LLC, Acquisition Date 06/30/23 Term Loan – 15.06% inc PIK (SOFR + 10.25%, 2.00% Floor, 2.25% PIK) Net Assets 4.7% Maturity 06/30/282025-03-310001825265Debt Investments, Commercial Services & Supplies Jones Industrial Holdings, Inc., Acquisition Date 07/31/23 Term Loan - 11.17% (SOFR + 6.75%, 2.00% Floor) Net Assets 3.0% Maturity 07/31/282025-01-012025-03-310001825265ck0001825265:VoltagridLlcMember2024-12-310001825265ck0001825265:SubscriptionBasedCreditFacilityAmendmentMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2025-03-072025-03-070001825265Debt Investments, Commercial Services & Supplies CSAT Holdings LLC, Acquisition Date 06/30/23 Revolver- 12.71% (SOFR + 8.25%, 2.00% Floor) Net Assets 0.2% Maturity 06/30/282024-12-310001825265Debt Investments, Commercial Services & Supplies Jones Industrial Holdings, Inc., Acquisition Date 07/31/23 Delayed Draw Term Loan – 11.46% (SOFR + 7.00%, 2.00% Floor) Net Assets 0.7% Maturity 07/31/282024-12-310001825265Debt Investments, Commercial Services & Supplies Jones Industrial Holdings, Inc., Acquisition Date 07/31/23 Term Loan – 11.46% (SOFR + 7.00%, 2.00% Floor) Net Assets 2.9% Maturity 07/31/282024-12-310001825265Debt Investments, Metals & Mining, Net Assets 8.6%2025-03-310001825265Debt Investments, Transportation Infrastructure, Net Assets 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Investments, Construction & Engineering, Net Asset 4.5%2024-12-310001825265Equity Investments, Technology Hardware, Storage and Peripherals Sigmatron International, Inc., Acquisition Date 12/01/24 Warrant, expires 12/1/35 Net Assets 0.0%2024-01-012024-12-310001825265Aggregate Fair Value of These Securities2024-01-012024-12-310001825265us-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001825265Debt Investments, Containers & Packaging The HC Companies, Inc., Acquisition Date 08/01/23 Term Loan - 11.82% (SOFR + 7.50%, 2.00% Floor) Net Assets 6.2% Maturity 08/01/282025-01-012025-03-310001825265Debt Investments, Professional Services, Alorica Inc., Acquisition Date 12/21/22 Term Loan - 11.20% (SOFR + 6.88%, 1.50% Floor) Net Assets 5.2% Maturity 03/02/272025-03-310001825265Debt Investments, Construction Materials Resco Products, Inc., Acquisition Date 03/07/22 Term Loan - 12.07% (SOFR + 6.50%, 1.00% Floor) Net Assets 3.7% Maturity 03/07/272025-01-012025-03-310001825265Debt Investments, 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 814-01420

 

TCW DIRECT LENDING VIII LLC

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

86-3307898

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

 

200 Clarendon Street, Boston, MA

02116

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (617) 936-2275

Not applicable

Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.

 

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

Not applicable

Not applicable

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-Accelerated filer

Smaller reporting company

Emerging growth company

 

 

 

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.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No

As of March 31, 2025, there was no established public market for the Registrant’s common units. The number of the Registrant’s common units outstanding at May 13, 2025 was 12,745,660.

Auditor Firm Id: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: Los Angeles, CA, U.S.A.

 

 


 

TCW DIRECT LENDING VIII LLC

FORM 10-Q FOR THE QUARTER ENDED March 31, 2025

Table of Contents

 

 

 

PAGE

 

INDEX

 

NO.

PART I.

FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements

 

 

 

Consolidated Schedule of Investments as of March 31, 2025 (unaudited) and December 31, 2024

 

3

 

Consolidated Statements of Assets and Liabilities as of March 31, 2025 (unaudited) and December 31, 2024

 

13

 

Consolidated Statement of Operations for the three months ended March 31, 2025 and 2024 (unaudited)

 

14

 

Consolidated Statement of Changes in Members’ Capital for the three months ended March 31, 2025 and 2024 (unaudited)

 

15

 

Consolidated Statement of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)

 

16

 

Notes to Consolidated Financial Statements (unaudited)

 

17

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

36

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

50

Item 4.

Controls and Procedures

 

51

PART II.

OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

 

52

Item 1A.

Risk Factors

 

52

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

52

Item 3.

Defaults Upon Senior Securities

 

52

Item 4.

Mine Safety Disclosures

 

52

Item 5.

Other Information

 

52

Item 6.

Exhibits

 

53

SIGNATURES

 

55

 

2


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited)

As of March 31, 2025

 

 

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Automobile Components

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fenix Intermediate, LLC

 

03/28/24

 

Term Loan B - 10.80%
(
SOFR + 6.50%, 1.75% Floor)

 

 

4.8

%

 

$

29,712,717

 

 

03/28/29

 

$

28,994,488

 

 

$

28,672,772

 

 

Fenix Intermediate, LLC

 

03/28/24

 

Delayed Draw Term Loan B-1 - 10.80%
(
SOFR + 6.50%, 1.75% Floor)

 

 

0.3

%

 

 

1,781,872

 

 

03/28/29

 

 

1,781,872

 

 

 

1,719,507

 

 

Superior Industries International, Inc.

 

08/14/24

 

Term Loan - 10.32%
(
SOFR + 6.00%, 2.50% Floor)

 

 

3.3

%

 

 

20,270,470

 

 

12/15/28

 

 

19,837,291

 

 

 

19,844,790

 

 

 

 

 

 

 

 

 

8.4

%

 

 

 

 

 

 

 

50,613,651

 

 

 

50,237,069

 

Commercial Services & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSAT Holdings LLC

 

06/30/23

 

Term Loan - 15.06% inc PIK
(
SOFR + 10.50%, 2.00% Floor, 2.25% PIK)

 

 

4.7

%

 

 

29,141,922

 

 

06/30/28

 

 

28,495,179

 

 

 

28,529,941

 

 

CSAT Holdings LLC

 

06/30/23

 

Revolver - 14.94% inc PIK
(
SOFR + 10.50%, 2.00% Floor, 2.25% PIK)

 

 

0.3

%

 

 

2,098,256

 

 

06/30/28

 

 

2,098,256

 

 

 

2,054,193

 

 

Jones Industrial Holdings, Inc.

 

07/31/23

 

Delayed Draw Term Loan - 11.17%
(
SOFR + 6.75%, 2.00% Floor)

 

 

0.7

%

 

 

4,220,844

 

 

07/31/28

 

 

4,170,228

 

 

 

4,305,261

 

 

Jones Industrial Holdings, Inc.

 

07/31/23

 

Term Loan - 11.17%
(
SOFR + 6.75%, 2.00% Floor)

 

 

3.0

%

 

 

17,756,001

 

 

07/31/28

 

 

17,356,819

 

 

 

18,111,121

 

 

Comprehensive Logistics Co., LLC

 

03/26/24

 

Revolver - 11.42%
(
SOFR + 7.00%, 2.00% Floor)

 

 

0.6

%

 

 

3,416,722

 

 

03/26/26

 

 

3,416,722

 

 

 

3,327,887

 

 

Comprehensive Logistics Co., LLC

 

03/26/24

 

Term Loan - 11.42%
(
SOFR + 7.00%, 2.00% Floor)

 

 

5.7

%

 

 

35,163,761

 

 

03/26/26

 

 

34,774,217

 

 

 

34,249,504

 

 

Power Acquisition LLC

 

01/22/25

 

Term Loan B - 10.04%
(
SOFR + 5.75%, 1.50% Floor)

 

 

5.8

%

 

 

36,044,278

 

 

03/02/27

 

 

35,138,910

 

 

 

35,107,127

 

 

 

 

 

 

 

 

 

20.8

%

 

 

 

 

 

 

 

125,450,331

 

 

 

125,685,034

 

Construction & Engineering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sunland Asphalt & Construction, LLC

 

06/16/23

 

Delayed Draw Term Loan - 10.92%
(
SOFR + 6.50%, 1.75% Floor)

 

 

1.4

%

 

 

7,993,083

 

 

06/16/28

 

 

7,993,083

 

 

 

8,152,944

 

 

Sunland Asphalt & Construction, LLC

 

06/16/23

 

Term Loan B - 10.92%
(
SOFR + 6.50%, 1.75% Floor)

 

 

3.2

%

 

 

19,070,701

 

 

06/16/28

 

 

18,617,174

 

 

 

19,452,115

 

 

 

 

 

 

 

 

 

4.6

%

 

 

 

 

 

 

 

26,610,257

 

 

 

27,605,059

 

Containers & Packaging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The HC Companies, Inc.

 

08/01/23

 

Term Loan - 11.82%
(
SOFR + 7.50%, 2.00% Floor)

 

 

6.2

%

 

 

39,956,628

 

 

08/01/28

 

 

39,290,684

 

 

 

37,159,664

 

 

The HC Companies, Inc.

 

05/21/24

 

Incremental Term Loan - 11.82%
(
SOFR + 7.50%, 2.00% Floor)

 

 

3.6

%

 

 

23,486,879

 

 

08/01/28

 

 

23,020,359

 

 

 

21,842,798

 

 

Hoffmaster Group, Inc.

 

02/24/23

 

Term Loan - 10.54%
(
SOFR + 6.25%, 2.00% Floor)

 

 

3.5

%

 

 

21,290,194

 

 

02/24/28

 

 

21,155,023

 

 

 

21,311,484

 

 

Hoffmaster Group, Inc.

 

03/15/24

 

Incremental Term Loan - 10.54%
(
SOFR + 6.25%, 2.00% Floor)

 

 

3.2

%

 

 

19,263,493

 

 

02/24/28

 

 

18,980,355

 

 

 

19,282,756

 

 

PaperWorks Industries, Inc.

 

07/26/23

 

Term Loan - 12.69%
(
SOFR + 8.25%, 1.00% Floor)

 

 

2.3

%

 

 

14,077,379

 

 

06/30/27

 

 

13,916,494

 

 

 

13,936,605

 

 

 

 

 

 

 

 

 

18.8

%

 

 

 

 

 

 

 

116,362,915

 

 

 

113,533,307

 

Electrical Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VoltaGrid, LLC

 

04/09/24

 

Term Loan - 10.90%
(
SOFR + 6.50%, 4.00% Floor)

 

 

4.9

%

 

 

29,645,529

 

 

02/28/29

 

 

28,649,909

 

 

 

29,349,074

 

 

VoltaGrid, LLC

 

04/09/24

 

Delayed Draw Term Loan - 10.90%
(
SOFR + 6.50%, 4.00% Floor)

 

 

0.5

%

 

 

2,994,574

 

 

02/28/29

 

 

2,994,574

 

 

 

2,964,628

 

 

VoltaGrid, LLC

 

03/31/25

 

Delayed Draw Term Loan B - 10.65%
(
SOFR + 6.25%, 4.00% Floor)

 

 

2.0

%

 

 

11,978,295

 

 

02/28/29

 

 

11,978,295

 

 

 

11,762,685

 

 

 

 

 

 

 

 

 

7.4

%

 

 

 

 

 

 

 

43,622,778

 

 

 

44,076,387

 

 

The accompanying notes are an integral part of these consolidated financial statements.

3


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of March 31, 2025

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1) (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Energy Equipment & Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Harvey Gulf Holdings, LLC

 

01/19/24

 

Term Loan B - 10.57%
(
SOFR + 6.25%, 2.00% Floor)

 

 

6.8

%

 

$

41,115,842

 

 

01/19/29

 

$

40,833,335

 

 

$

41,115,842

 

 

HydroSource Logistics, LLC

 

04/05/24

 

Revolver - 13.08%
(
SOFR + 8.50%, 2.00% Floor)

 

 

0.4

%

 

 

2,372,723

 

 

04/04/29

 

 

2,372,723

 

 

 

2,372,723

 

 

HydroSource Logistics, LLC

 

04/05/24

 

Term Loan - 13.06%
(
SOFR + 8.50%, 2.00% Floor)

 

 

4.5

%

 

 

27,034,848

 

 

04/04/29

 

 

26,387,977

 

 

 

27,034,848

 

 

 

 

 

 

 

 

 

11.7

%

 

 

 

 

 

 

 

69,594,035

 

 

 

70,523,413

 

Food Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Baxters North America, Inc.

 

05/31/23

 

Term Loan - 11.56%
(
SOFR + 7.25%, 1.75% Floor)

 

 

5.6

%

 

 

33,976,742

 

 

05/31/28

 

 

33,415,465

 

 

 

33,399,137

 

 

Great Kitchens Food Company, Inc.

 

05/31/24

 

Term Loan - 10.32%
(
SOFR + 6.00%, 1.25% Floor)

 

 

6.2

%

 

 

37,769,582

 

 

05/31/29

 

 

37,036,876

 

 

 

37,505,195

 

 

Great Kitchens Food Company, Inc.

 

05/31/24

 

Revolver - 10.32%
(
SOFR + 6.00%, 1.25% Floor)

 

 

0.1

%

 

 

552,187

 

 

05/31/29

 

 

552,187

 

 

 

548,322

 

 

Signature Brands, LLC

 

05/05/23

 

Term Loan - 14.07% inc PIK
(
SOFR + 9.50%, 1.75% Floor, all PIK)

 

 

4.3

%

 

 

33,001,912

 

 

05/04/28

 

 

32,549,227

 

 

 

25,675,488

 

 

Signature Brands, LLC

 

02/29/24

 

Delayed Draw Term Loan A - 11.05% inc PIK
(
SOFR + 6.50%, 1.75% Floor, all PIK)

 

 

0.3

%

 

 

1,877,765

 

 

03/31/26

 

 

1,877,765

 

 

 

1,877,765

 

 

 

 

 

 

 

 

 

16.5

%

 

 

 

 

 

 

 

105,431,520

 

 

 

99,005,907

 

Ground Transportation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RPM Purchaser, Inc.

 

09/11/23

 

Delayed Draw Term Loan B - 10.69%
(
SOFR + 6.25%, 2.00% Floor)

 

 

0.6

%

 

 

3,880,828

 

 

09/11/28

 

 

3,880,828

 

 

 

3,880,828

 

 

RPM Purchaser, Inc.

 

09/11/23

 

Term Loan B - 10.69%
(
SOFR + 6.25%, 2.00% Floor)

 

 

4.6

%

 

 

27,402,262

 

 

09/11/28

 

 

26,812,164

 

 

 

27,950,307

 

 

 

 

 

 

 

 

 

5.2

%

 

 

 

 

 

 

 

30,692,992

 

 

 

31,831,135

 

Health Care Equipment & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ConnectAmerica.com, LLC

 

10/11/24

 

Last Out Term Loan - 9.80%
(
SOFR + 5.50%, 1.75% Floor)

 

 

8.5

%

 

 

52,378,274

 

 

10/11/29

 

 

51,592,875

 

 

 

51,330,709

 

 

 

 

 

 

 

 

 

8.5

%

 

 

 

 

 

 

 

51,592,875

 

 

 

51,330,709

 

Hotels, Restaurants & Leisure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Black Rock Coffee Holdings, LLC

 

04/29/22

 

Term Loan - 11.07% inc PIK
(
SOFR + 6.50%, 1.00% Floor, 0.50% PIK)

 

 

3.1

%

 

 

18,860,861

 

 

09/30/26

 

 

18,849,122

 

 

 

18,860,861

 

 

Black Rock Coffee Holdings, LLC

 

05/31/24

 

Incremental Term Loan - 11.07% inc PIK
(
SOFR + 6.50%, 1.00% Floor, 0.50% PIK)

 

 

0.8

%

 

 

4,928,614

 

 

09/30/26

 

 

4,802,539

 

 

 

4,928,614

 

 

Black Rock Coffee Holdings, LLC

 

05/31/24

 

Delayed Draw Term Loan - 11.07% inc PIK
(
SOFR + 6.50%, 1.00% Floor, 0.50% PIK)

 

 

0.7

%

 

 

3,957,123

 

 

09/30/26

 

 

3,957,123

 

 

 

3,957,123

 

 

Five Star Buyer, Inc.

 

05/11/23

 

Term Loan - 12.46% inc PIK
(
SOFR + 8.00%, 1.50% Floor, 1.00% PIK)

 

 

3.2

%

 

 

20,160,566

 

 

02/23/28

 

 

19,677,859

 

 

 

19,313,822

 

 

Five Star Buyer, Inc.

 

05/11/23

 

Delayed Draw Term Loan - 12.46% inc PIK
(
SOFR + 8.00%, 1.50% Floor, 1.00% PIK)

 

 

0.1

%

 

 

712,120

 

 

02/23/28

 

 

712,120

 

 

 

682,211

 

 

Red Robin International, Inc.

 

04/11/22

 

Revolver - 11.94%
(
SOFR + 7.50%, 1.00% Floor)

 

 

0.2

%

 

 

1,127,385

 

 

03/04/27

 

 

1,127,385

 

 

 

1,109,346

 

 

Red Robin International, Inc.

 

04/11/22

 

Term Loan - 12.06%
(
SOFR + 7.50%, 1.00% Floor)

 

 

1.7

%

 

 

10,614,365

 

 

03/04/27

 

 

10,475,010

 

 

 

10,444,535

 

 

 

 

 

 

 

 

 

9.8

%

 

 

 

 

 

 

 

59,601,158

 

 

 

59,296,512

 

Household Durables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lenox Holdings, Inc.

 

07/08/22

 

Term Loan - 13.30%
(
SOFR + 8.75%, 1.00% Floor)

 

 

5.7

%

 

 

34,386,299

 

 

12/31/26

 

 

34,074,450

 

 

 

34,558,231

 

 

 

 

 

 

 

 

 

5.7

%

 

 

 

 

 

 

 

34,074,450

 

 

 

34,558,231

 

 

The accompanying notes are an integral part of these consolidated financial statements.

4


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of March 31, 2025

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1) (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Information Technology Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corcentric, Inc.

 

05/09/23

 

Term Loan - 11.55%
(
SOFR + 7.00%, 2.00% Floor)

 

 

6.5

%

 

$

39,019,939

 

 

05/09/27

 

$

38,712,266

 

 

$

39,019,939

 

 

 

 

 

 

 

 

 

6.5

%

 

 

 

 

 

 

 

38,712,266

 

 

 

39,019,939

 

Machinery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Andy, Inc.

 

06/16/23

 

Term Loan - 13.20% inc PIK
(
SOFR + 8.75%, 1.50% Floor, 1.00% PIK)

 

 

3.9

%

 

 

26,560,352

 

 

06/16/28

 

 

26,142,868

 

 

 

23,532,472

 

 

Triarc Tanks Bidco, LLC

 

10/03/22

 

Term Loan - 11.56%
(
SOFR + 7.00%, 1.00% Floor)

 

 

2.4

%

 

 

15,219,898

 

 

10/03/26

 

 

15,048,010

 

 

 

14,215,385

 

 

 

 

 

 

 

 

 

6.3

%

 

 

 

 

 

 

 

41,190,878

 

 

 

37,747,857

 

Metals & Mining

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Material Sciences Corporation

 

03/14/25

 

Term Loan - 10.55%
(
SOFR + 6.25%, 2.00% Floor)

 

 

8.6

%

 

 

53,126,825

 

 

03/14/30

 

 

51,943,255

 

 

 

51,931,471

 

 

 

 

 

 

 

 

 

8.6

%

 

 

 

 

 

 

 

51,943,255

 

 

 

51,931,471

 

Oil, Gas & Consumable Fuels

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HOP Energy, LLC(2)(5)

 

02/29/24

 

Term Loan B - 14.56% inc PIK
(
SOFR + 10.00%, 2.00% Floor, all PIK)

 

 

0.0

%

 

 

5,960,319

 

 

12/09/27

 

 

5,345,831

 

 

 

 

 

HOP Energy, LLC

 

06/17/22

 

Term Loan - 13.56% inc PIK
(
SOFR + 9.00%, 2.00% Floor, all PIK)

 

 

4.2

%

 

 

28,135,077

 

 

12/09/27

 

 

27,929,080

 

 

 

25,490,380

 

 

 

 

 

 

 

 

 

4.2

%

 

 

 

 

 

 

 

33,274,911

 

 

 

25,490,380

 

Paper & Forest Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pallet Logistics of America, LLC

 

11/22/24

 

Revolver - 10.76%
(
SOFR + 6.50%, 1.00% Floor)

 

 

0.1

%

 

 

681,158

 

 

03/02/27

 

 

681,158

 

 

 

671,622

 

 

Pallet Logistics of America, LLC

 

11/22/24

 

Term Loan - 10.76%
(
SOFR + 6.50%, 1.00% Floor)

 

 

4.0

%

 

 

24,158,407

 

 

03/02/27

 

 

23,625,493

 

 

 

23,820,189

 

 

 

 

 

 

 

 

 

4.1

%

 

 

 

 

 

 

 

24,306,651

 

 

 

24,491,811

 

Personal Care Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Milk Makeup LLC

 

03/18/25

 

Revolver - 11.80%
(
SOFR + 7.50%, 2.00% Floor)

 

 

0.4

%

 

 

2,276,864

 

 

03/18/30

 

 

2,276,864

 

 

 

2,225,635

 

 

Milk Makeup LLC

 

03/18/25

 

Term Loan - 11.80%
(
SOFR + 7.50%, 2.00% Floor)

 

 

8.6

%

 

 

53,126,825

 

 

03/18/30

 

 

51,737,289

 

 

 

51,931,471

 

 

 

 

 

 

 

 

 

9.0

%

 

 

 

 

 

 

 

54,014,153

 

 

 

54,157,106

 

Professional Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alorica Inc.

 

12/21/22

 

Term Loan - 11.20%
(
SOFR + 6.88%, 1.50% Floor)

 

 

5.2

%

 

 

31,459,295

 

 

03/02/27

 

 

31,202,417

 

 

 

31,176,161

 

 

 

 

 

 

 

 

 

5.2

%

 

 

 

 

 

 

 

31,202,417

 

 

 

31,176,161

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pango Group

 

12/09/24

 

Term Loan - 10.54%
(
SOFR + 6.25%, 1.50% Floor)

 

 

3.7

%

 

 

22,667,205

 

 

12/10/29

 

 

22,438,195

 

 

 

22,440,533

 

 

Pango Group

 

12/09/24

 

Revolver - 10.55%
(
SOFR + 6.25%, 1.50% Floor)

 

 

0.2

%

 

 

1,229,765

 

 

12/10/29

 

 

1,229,765

 

 

 

1,217,467

 

 

 

 

 

 

 

 

 

3.9

%

 

 

 

 

 

 

 

23,667,960

 

 

 

23,658,000

 

Specialty Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

D&D Buyer, LLC

 

10/04/23

 

Term Loan - 10.90%
(
SOFR + 6.50%, 2.00% Floor)

 

 

5.3

%

 

 

31,776,087

 

 

10/04/28

 

 

31,035,589

 

 

 

31,839,640

 

 

D&D Buyer, LLC

 

10/04/23

 

Revolver - 10.90%
(
SOFR + 6.50%, 2.00% Floor)

 

 

0.2

%

 

 

1,436,764

 

 

10/04/28

 

 

1,436,764

 

 

 

1,436,764

 

 

D&D Buyer, LLC

 

10/04/23

 

Delayed Draw Term Loan - 10.89%
(
SOFR + 6.50%, 2.00% Floor)

 

 

0.9

%

 

 

5,374,508

 

 

10/04/28

 

 

5,374,508

 

 

 

5,374,508

 

 

Follett Higher Education Group, Inc.

 

02/01/22

 

Term Loan - 11.42% inc PIK
(
SOFR + 7.00%, 2.00% Floor, 3.00% PIK)

 

 

5.2

%

 

 

31,600,852

 

 

02/01/28

 

 

31,376,506

 

 

 

31,032,037

 

 

 

 

 

 

 

 

 

11.6

%

 

 

 

 

 

 

 

69,223,367

 

 

 

69,682,949

 

 

The accompanying notes are an integral part of these consolidated financial statements.

5


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of March 31, 2025

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount/Shares

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1) (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Hardware, Storage and Peripherals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sigmatron International, Inc.

 

07/18/22

 

Term Loan - 12.94% inc PIK
(
SOFR + 8.50%, 1.00% Floor, 1.00% PIK)

 

 

2.0

%

 

$

12,038,571

 

 

07/18/27

 

$

11,937,257

 

 

$

11,821,877

 

 

 

 

 

 

 

 

 

2.0

%

 

 

 

 

 

 

 

11,937,257

 

 

 

11,821,877

 

Transportation Infrastructure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CG Buyer, LLC

 

07/19/23

 

Delayed Draw Term Loan - 11.32%
(
SOFR + 7.00%, 1.50% Floor)

 

 

0.1

%

 

 

440,678

 

 

07/19/28

 

 

440,678

 

 

 

437,153

 

 

CG Buyer, LLC

 

07/19/23

 

Term Loan - 11.32%
(
SOFR + 7.00%, 1.50% Floor)

 

 

3.3

%

 

 

19,956,923

 

 

07/19/28

 

 

19,599,186

 

 

 

19,797,268

 

 

 

 

 

 

 

 

 

3.4

%

 

 

 

 

 

 

 

20,039,864

 

 

 

20,234,421

 

 

Total Debt Investments

 

 

 

 

 

 

182.2

%

 

 

 

 

 

 

 

1,113,159,941

 

 

 

1,097,094,735

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Services & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSAT Holdings LLC(2)(4)

 

03/05/25

 

Warrant, expires 03/05/32

 

 

0.1

%

 

 

1,145,950

 

 

 

 

 

508,373

 

 

 

614,738

 

 

 

 

 

 

 

 

 

0.1

%

 

 

 

 

 

 

 

508,373

 

 

 

614,738

 

Technology Hardware, Storage and Peripherals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sigmatron International, Inc.(2)(4)

 

12/01/24

 

Warrant, expires 12/01/29

 

 

0.0

%

 

 

26,720

 

 

 

 

 

41,412

 

 

 

62,996

 

 

Sigmatron International, Inc.(2)(4)

 

01/01/25

 

Warrant, expires 01/01/30

 

 

0.0

%

 

 

27,405

 

 

 

 

 

41,412

 

 

 

64,611

 

 

Sigmatron International, Inc.(2)(4)

 

02/01/30

 

Warrant, expires 02/01/30

 

 

0.0

%

 

 

56,942

 

 

 

 

 

41,412

 

 

 

134,249

 

 

Sigmatron International, Inc.(2)(4)

 

12/01/24

 

Warrant, expires 03/01/30

 

 

0.0

%

 

 

60,063

 

 

 

 

 

41,412

 

 

 

141,607

 

 

 

 

 

 

 

 

 

0.0

%

 

 

 

 

 

 

 

165,648

 

 

 

403,463

 

Energy Equipment & Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HydroSource Logistics, LLC (2)(4)

 

04/05/24

 

Warrant, expires 4/4/34

 

 

0.2

%

 

 

380

 

 

 

 

 

 

 

 

1,012,905

 

 

 

 

 

 

 

 

 

0.2

%

 

 

 

 

 

 

 

 

 

 

1,012,905

 

 

Total Equity Investments

 

 

 

 

 

 

0.3

%

 

 

 

 

 

 

 

674,021

 

 

 

2,031,106

 

 

Total Debt & Equity Investments(3)

 

 

 

 

 

 

182.5

%

 

 

 

 

 

 

 

1,113,833,962

 

 

 

1,099,125,841

 

 

Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First American Government Obligation Fund, Yield 4.27%, Class X (FGXXX)

 

 

5.5

%

 

 

32,805,186

 

 

 

 

 

32,805,186

 

 

 

32,805,186

 

 

Total Cash Equivalents

 

 

 

 

 

 

5.5

%

 

 

32,805,186

 

 

 

 

 

32,805,186

 

 

 

32,805,186

 

 

Total Investments (188.3%)

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,146,639,148

 

 

$

1,131,931,027

 

 

Net unrealized depreciation on unfunded commitments (-0.1%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(843,663

)

 

Liabilities in Excess of Other Assets (-88.2%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(529,946,088

)

 

Net Assets (100.0%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

601,141,276

 

 

(1)
Certain debt investments are subject to contractual restrictions on resale, such as approval of the agent or borrower.

 

(2)
Non-income producing.

 

(3)
The fair value of each debt and equity investment was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

 

(4)
All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933 as amended (the “Securities Act”), and may be deemed “restricted securities” under the Securities Act. As of March 31, 2025, the aggregate fair value of these securities was $2,031,106, or 0.2% of the Company’s total assets.

 

The accompanying notes are an integral part of these consolidated financial statements.

6


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of March 31, 2025

 

(5)
Investment is in default as of March 31, 2025.

SOFR - Secured Overnight Financing Rate, generally 1-Month or 3-Month

 

PIK - Payment-In-Kind

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $175,625,740 and $15,535,827, respectively, for the period ended March 31, 2025. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.

 

Geographic Breakdown of Portfolio

 

 

 

United States

 

 

100

%

 

 

The accompanying notes are an integral part of these consolidated financial statements.

7


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments

As of December 31, 2024

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Automobile Components

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fenix Intermediate, LLC

 

03/28/24

 

Term Loan B - 10.83%
(
SOFR + 6.50%, 1.75% Floor)

 

 

4.7

%

 

$

29,787,749

 

 

03/28/29

 

$

29,023,229

 

 

$

28,774,966

 

 

Fenix Intermediate, LLC

 

03/28/24

 

Delayed Draw Term Loan B-1 - 10.83%
(
SOFR + 6.50%, 1.75% Floor)

 

 

0.3

%

 

 

1,786,372

 

 

03/28/29

 

 

1,786,372

 

 

 

1,725,635

 

 

Superior Industries International, Inc.

 

08/14/24

 

Term Loan - 11.88%
(
SOFR + 7.50%, 2.50% Floor)

 

 

3.3

%

 

 

20,407,179

 

 

12/15/28

 

 

19,942,091

 

 

 

20,039,850

 

 

 

 

 

 

 

 

 

8.3

%

 

 

 

 

 

 

 

50,751,692

 

 

 

50,540,451

 

Commercial Services & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSAT Holdings LLC

 

06/30/23

 

Term Loan - 12.84%
(
SOFR + 8.25%, 2.00% Floor)

 

 

4.6

%

 

 

28,871,994

 

 

06/30/28

 

 

28,171,683

 

 

 

28,352,298

 

 

CSAT Holdings LLC

 

06/30/23

 

Revolver - 12.71%
(
SOFR + 8.25%, 2.00% Floor)

 

 

0.2

%

 

 

1,049,128

 

 

06/30/28

 

 

1,049,128

 

 

 

1,030,244

 

 

Jones Industrial Holdings, Inc.

 

07/31/23

 

Delayed Draw Term Loan - 11.46%
(
SOFR + 7.00%, 2.00% Floor)

 

 

0.7

%

 

 

4,247,728

 

 

07/31/28

 

 

4,193,023

 

 

 

4,281,710

 

 

Jones Industrial Holdings, Inc.

 

07/31/23

 

Term Loan - 11.46%
(
SOFR + 7.00%, 2.00% Floor)

 

 

2.9

%

 

 

17,869,096

 

 

07/31/28

 

 

17,437,663

 

 

 

18,012,049

 

 

Comprehensive Logistics Co., LLC

 

03/26/24

 

Revolver - 11.44%
(
SOFR + 7.00%, 2.00% Floor)

 

 

0.3

%

 

 

1,898,179

 

 

03/26/26

 

 

1,898,179

 

 

 

1,858,317

 

 

Comprehensive Logistics Co., LLC

 

03/26/24

 

Term Loan - 11.46%
(
SOFR + 7.00%, 2.00% Floor)

 

 

5.7

%

 

 

35,389,170

 

 

03/26/26

 

 

34,898,845

 

 

 

34,645,998

 

 

 

 

 

 

 

 

 

14.4

%

 

 

 

 

 

 

 

87,648,521

 

 

 

88,180,616

 

Construction & Engineering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sunland Asphalt & Construction, LLC

 

06/16/23

 

Delayed Draw Term Loan - 10.96%
(
SOFR + 6.50%, 1.75% Floor)

 

 

1.3

%

 

 

8,013,166

 

 

06/16/28

 

 

8,013,166

 

 

 

8,173,429

 

 

Sunland Asphalt & Construction, LLC

 

06/16/23

 

Term Loan B - 10.96%
(
SOFR + 6.50%, 1.75% Floor)

 

 

3.2

%

 

 

19,070,701

 

 

06/16/28

 

 

18,582,347

 

 

 

19,452,115

 

 

 

 

 

 

 

 

 

4.5

%

 

 

 

 

 

 

 

26,595,513

 

 

 

27,625,544

 

Containers & Packaging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The HC Companies, Inc.

 

08/01/23

 

Term Loan - 11.86%
(
SOFR + 7.50%, 2.00% Floor)

 

 

6.3

%

 

 

40,222,800

 

 

08/01/28

 

 

39,502,884

 

 

 

38,372,551

 

 

The HC Companies, Inc.

 

05/21/24

 

Incremental Term Loan - 11.84%
(
SOFR + 7.50%, 2.00% Floor)

 

 

3.7

%

 

 

23,643,338

 

 

08/01/28

 

 

23,139,008

 

 

 

22,555,744

 

 

Hoffmaster Group, Inc.

 

02/24/23

 

Term Loan - 10.82%
(
SOFR + 6.25%, 2.00% Floor)

 

 

3.5

%

 

 

21,345,493

 

 

02/24/28

 

 

21,198,454

 

 

 

21,281,457

 

 

Hoffmaster Group, Inc.

 

03/15/24

 

Incremental Term Loan - 10.82%
(
SOFR + 6.25%, 2.00% Floor)

 

 

3.2

%

 

 

19,312,015

 

 

02/24/28

 

 

19,004,042

 

 

 

19,254,079

 

 

PaperWorks Industries, Inc.

 

07/26/23

 

Term Loan - 12.99%
(
SOFR + 8.25%, 1.00% Floor)

 

 

2.3

%

 

 

14,295,028

 

 

06/30/27

 

 

14,113,725

 

 

 

14,023,422

 

 

 

 

 

 

 

 

 

19.0

%

 

 

 

 

 

 

 

116,958,113

 

 

 

115,487,253

 

Electrical Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VoltaGrid, LLC

 

04/09/24

 

Term Loan - 10.93%
(
SOFR + 6.50%, 4.00% Floor)

 

 

4.8

%

 

 

29,720,581

 

 

02/28/29

 

 

28,659,576

 

 

 

29,482,816

 

 

 

 

 

 

 

 

 

4.8

%

 

 

 

 

 

 

 

28,659,576

 

 

 

29,482,816

 

 

The accompanying notes are an integral part of these consolidated financial statements.

8


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2024

 

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1) (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Energy Equipment & Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Harvey Gulf Holdings, LLC

 

01/19/24

 

Term Loan B - 10.61%
(
SOFR + 6.25%, 2.00% Floor)

 

 

6.7

%

 

$

41,115,842

 

 

01/19/29

 

$

40,815,030

 

 

$

41,033,611

 

 

HydroSource Logistics, LLC

 

04/05/24

 

Revolver - 13.12%
(
SOFR + 8.50%, 2.00% Floor)

 

 

0.1

%

 

 

569,454

 

 

04/04/29

 

 

569,454

 

 

 

569,454

 

 

HydroSource Logistics, LLC

 

04/05/24

 

Term Loan - 13.09%
(
SOFR + 8.50%, 2.00% Floor)

 

 

4.5

%

 

 

27,348,048

 

 

04/04/29

 

 

26,652,732

 

 

 

27,348,048

 

 

 

 

 

 

 

 

 

11.3

%

 

 

 

 

 

 

 

68,037,216

 

 

 

68,951,113

 

Food Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Baxters North America, Inc.

 

05/31/23

 

Term Loan - 11.76%
(
SOFR + 7.25%, 1.75% Floor)

 

 

5.8

%

 

 

35,793,900

 

 

05/31/28

 

 

35,156,570

 

 

 

35,256,991

 

 

Great Kitchens Food Company, Inc.

 

05/31/24

 

Term Loan - 10.36%
(
SOFR + 6.00%, 1.25% Floor)

 

 

6.6

%

 

 

40,917,048

 

 

05/31/29

 

 

40,076,314

 

 

 

40,589,711

 

 

Signature Brands, LLC

 

05/05/23

 

Term Loan - 14.28% inc PIK
(
SOFR + 9.50%, 1.75% Floor, 3.00% PIK)

 

 

4.7

%

 

 

31,857,043

 

 

05/04/28

 

 

31,368,271

 

 

 

28,798,767

 

 

Signature Brands, LLC

 

02/29/24

 

Delayed Draw Term Loan A - 10.97%
(
SOFR + 6.50%, 1.75% Floor)

 

 

0.3

%

 

 

1,826,949

 

 

02/14/25

 

 

1,826,949

 

 

 

1,810,506

 

 

 

 

 

 

 

 

 

17.4

%

 

 

 

 

 

 

 

108,428,104

 

 

 

106,455,975

 

Ground Transportation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RPM Purchaser, Inc.

 

09/11/23

 

Delayed Draw Term Loan B - 10.72%
(
SOFR + 6.25%, 2.00% Floor)

 

 

0.6

%

 

 

3,890,628

 

 

09/11/28

 

 

3,890,628

 

 

 

3,890,628

 

 

RPM Purchaser, Inc.

 

09/11/23

 

Term Loan B - 10.72%
(
SOFR + 6.25%, 2.00% Floor)

 

 

4.6

%

 

 

27,471,811

 

 

09/11/28

 

 

26,837,925

 

 

 

27,911,360

 

 

 

 

 

 

 

 

 

5.2

%

 

 

 

 

 

 

 

30,728,553

 

 

 

31,801,988

 

Health Care Equipment & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ConnectAmerica.com, LLC

 

10/11/24

 

Last Out Term Loan - 9.83%
(
SOFR + 5.50%, 1.75% Floor)

 

 

8.5

%

 

 

52,443,911

 

 

10/11/29

 

 

51,614,738

 

 

 

51,709,696

 

 

 

 

 

 

 

 

 

8.5

%

 

 

 

 

 

 

 

51,614,738

 

 

 

51,709,696

 

Hotels, Restaurants & Leisure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Black Rock Coffee Holdings, LLC

 

04/29/22

 

Term Loan - 11.28% inc PIK
(
SOFR + 6.50%, 1.00% Floor, 0.50% PIK)

 

 

3.1

%

 

 

18,884,078

 

 

09/30/26

 

 

18,834,482

 

 

 

18,884,078

 

 

Black Rock Coffee Holdings, LLC

 

05/31/24

 

Incremental Term Loan - 11.28% inc PIK
(
SOFR + 6.50%, 1.00% Floor, 0.50% PIK)

 

 

0.8

%

 

 

4,934,770

 

 

09/30/26

 

 

4,787,582

 

 

 

4,934,770

 

 

Five Star Buyer, Inc.

 

05/11/23

 

Term Loan - 12.66% inc PIK
(
SOFR + 8.00%, 1.50% Floor, 1.00% PIK)

 

 

3.2

%

 

 

20,290,390

 

 

02/23/28

 

 

19,762,480

 

 

 

19,661,388

 

 

Five Star Buyer, Inc.

 

05/11/23

 

Delayed Draw Term Loan - 12.66% inc PIK
(
SOFR + 8.00%, 1.50% Floor, 1.00% PIK)

 

 

0.1

%

 

 

710,698

 

 

02/23/28

 

 

710,698

 

 

 

688,667

 

 

Red Robin International, Inc.

 

04/11/22

 

Revolver - 12.14%
(
SOFR + 7.50%, 1.00% Floor)

 

 

0.3

%

 

 

1,753,709

 

 

03/04/27

 

 

1,753,709

 

 

 

1,702,852

 

 

Red Robin International, Inc.

 

04/11/22

 

Term Loan - 12.21%
(
SOFR + 7.50%, 1.00% Floor)

 

 

1.7

%

 

 

10,614,365

 

 

03/04/27

 

 

10,457,144

 

 

 

10,306,549

 

 

 

 

 

 

 

 

 

9.2

%

 

 

 

 

 

 

 

56,306,095

 

 

 

56,178,304

 

Household Durables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lenox Holdings, Inc.

 

07/08/22

 

Term Loan - 13.67%
(
SOFR + 8.75%, 1.00% Floor)

 

 

5.8

%

 

 

35,454,800

 

 

07/08/27

 

 

35,098,310

 

 

 

35,383,890

 

 

 

 

 

 

 

 

 

5.8

%

 

 

 

 

 

 

 

35,098,310

 

 

 

35,383,890

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

9


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2024

 

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1) (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Information Technology Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corcentric, Inc.

 

05/09/23

 

Term Loan - 11.66%
(
SOFR + 7.00%, 2.00% Floor)

 

 

6.5

%

 

$

39,276,649

 

 

05/09/27

 

$

38,930,659

 

 

$

39,669,415

 

 

 

 

 

 

 

 

 

6.5

%

 

 

 

 

 

 

 

38,930,659

 

 

 

39,669,415

 

Machinery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Andy, Inc.

 

06/16/23

 

Term Loan - 13.23% inc PIK
(
SOFR + 8.75%, 1.50% Floor, 1.00% PIK)

 

 

3.8

%

 

 

26,560,127

 

 

06/16/28

 

 

26,109,462

 

 

 

23,027,630

 

 

Triarc Tanks Bidco, LLC

 

10/03/22

 

Term Loan - 11.59%
(
SOFR + 7.00%, 1.00% Floor)

 

 

2.3

%

 

 

15,438,898

 

 

10/03/26

 

 

15,236,005

 

 

 

14,358,175

 

 

 

 

 

 

 

 

 

6.1

%

 

 

 

 

 

 

 

41,345,467

 

 

 

37,385,805

 

Oil, Gas & Consumable Fuels

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HOP Energy, LLC(2)(5)

 

02/29/24

 

Term Loan B - 14.85% inc PIK
(
SOFR + 10.00%, 2.00% Floor, all PIK)

 

 

0.0

%

 

 

5,608,985

 

 

12/09/27

 

 

5,345,831

 

 

 

 

 

HOP Energy, LLC

 

06/17/22

 

Term Loan - 13.85% inc PIK
(
SOFR + 9.00%, 2.00% Floor, all PIK)

 

 

3.9

%

 

 

26,585,030

 

 

12/09/27

 

 

26,356,060

 

 

 

24,112,623

 

 

 

 

 

 

 

 

 

3.9

%

 

 

 

 

 

 

 

31,701,891

 

 

 

24,112,623

 

Paper & Forest Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pallet Logistics of America, LLC

 

11/22/24

 

Term Loan - 11.01%
(
SOFR + 6.50%, 1.00% Floor)

 

 

3.9

%

 

 

24,218,954

 

 

03/02/27

 

 

23,656,354

 

 

 

23,734,575

 

 

 

 

 

 

 

 

 

3.9

%

 

 

 

 

 

 

 

23,656,354

 

 

 

23,734,575

 

Professional Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alorica Inc.

 

12/21/22

 

Term Loan - 11.23%
(
SOFR + 6.88%, 1.50% Floor)

 

 

5.1

%

 

 

31,631,167

 

 

03/02/27

 

 

31,349,501

 

 

 

31,441,380

 

 

 

 

 

 

 

 

 

5.1

%

 

 

 

 

 

 

 

31,349,501

 

 

 

31,441,380

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pango Group

 

12/09/24

 

Term Loan - 10.68%
(
SOFR + 6.25%, 1.50% Floor)

 

 

3.7

%

 

 

22,838,494

 

 

12/10/29

 

 

22,595,637

 

 

 

22,610,109

 

 

Pango Group

 

12/09/24

 

Revolver - 10.68%
(
SOFR + 6.25%, 1.50% Floor)

 

 

0.2

%

 

 

1,229,765

 

 

12/10/29

 

 

1,229,765

 

 

 

1,217,467

 

 

 

 

 

 

 

 

 

3.9

%

 

 

 

 

 

 

 

23,825,402

 

 

 

23,827,576

 

Specialty Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

D&D Buyer, LLC

 

10/04/23

 

Term Loan - 11.43%
(
SOFR + 7.00%, 2.00% Floor)

 

 

5.2

%

 

 

31,977,969

 

 

10/04/28

 

 

31,180,450

 

 

 

32,041,924

 

 

D&D Buyer, LLC

 

10/04/23

 

Revolver - 11.43%
(
SOFR + 7.00%, 2.00% Floor)

 

 

0.2

%

 

 

1,384,328

 

 

10/04/28

 

 

1,384,328

 

 

 

1,384,328

 

 

D&D Buyer, LLC

 

10/04/23

 

Delayed Draw Term Loan - 11.62%
(
SOFR + 7.00%, 2.00% Floor)

 

 

0.9

%

 

 

5,408,395

 

 

10/04/28

 

 

5,408,395

 

 

 

5,408,395

 

 

Follett Higher Education Group, Inc.

 

02/01/22

 

Term Loan - 11.46% inc PIK
(
SOFR + 7.00%, 2.00% Floor, 3.00% PIK)

 

 

4.9

%

 

 

31,365,026

 

 

02/01/28

 

 

31,110,590

 

 

 

30,016,330

 

 

 

 

 

 

 

 

 

11.2

%

 

 

 

 

 

 

 

69,083,763

 

 

 

68,850,977

 

 

The accompanying notes are an integral part of these consolidated financial statements.

10


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2024

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount/Shares

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1) (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Hardware, Storage and Peripherals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sigmatron International, Inc.

 

07/18/22

 

Term Loan - 12.97% inc PIK
(
SOFR + 8.50%, 1.00% Floor, 1.00% PIK)

 

 

1.8

%

 

$

11,645,363

 

 

07/18/27

 

$

11,532,443

 

 

$

10,725,380

 

 

 

 

 

 

 

 

 

1.8

%

 

 

 

 

 

 

 

11,532,443

 

 

 

10,725,380

 

Transportation Infrastructure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CG Buyer, LLC

 

07/19/23

 

Delayed Draw Term Loan - 11.36%
(
SOFR + 7.00%, 1.50% Floor)

 

 

0.1

%

 

 

441,787

 

 

07/19/28

 

 

441,787

 

 

 

440,904

 

 

CG Buyer, LLC

 

07/19/23

 

Term Loan - 11.36%
(
SOFR + 7.00%, 1.50% Floor)

 

 

3.3

%

 

 

19,956,923

 

 

07/19/28

 

 

19,572,468

 

 

 

19,917,009

 

 

 

 

 

 

 

 

 

3.4

%

 

 

 

 

 

 

 

20,014,255

 

 

 

20,357,913

 

 

Total Debt Investments

 

 

 

 

 

 

154.2

%

 

 

 

 

 

 

 

952,266,166

 

 

 

941,903,290

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Hardware, Storage and Peripherals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sigmatron International, Inc.(2)(4)

 

12/01/24

 

Warrant, expires 12/1/29

 

 

0.0

%

 

 

26,385

 

 

 

 

 

41,412

 

 

 

41,412

 

 

 

 

 

 

 

 

 

0.0

%

 

 

 

 

 

 

 

41,412

 

 

 

41,412

 

Energy Equipment & Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HydroSource Logistics, LLC (2)(4)

 

04/05/24

 

Warrant, expires 4/4/34

 

 

0.0

%

 

 

380

 

 

 

 

 

 

 

 

182,992

 

 

 

 

 

 

 

 

 

0.0

%

 

 

 

 

 

 

 

 

 

 

182,992

 

 

Total Equity Investments

 

 

 

 

 

 

0.0

%

 

 

 

 

 

 

 

41,412

 

 

 

224,404

 

 

Total Debt & Equity Investments(3)

 

 

 

 

 

 

154.2

%

 

 

 

 

 

 

 

952,307,578

 

 

 

942,127,694

 

 

Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First American Government Obligation Fund, Yield 4.39%, Class X (FGXXX)

 

 

14.4

%

 

 

87,815,228

 

 

 

 

 

87,815,228

 

 

 

87,815,228

 

 

Total Cash Equivalents

 

 

 

 

 

 

14.4

%

 

 

87,815,228

 

 

 

 

 

87,815,228

 

 

 

87,815,228

 

 

Total Investments (168.5%)

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,040,122,806

 

 

$

1,029,942,922

 

 

Net unrealized depreciation on unfunded commitments (0.2%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,110,046

)

 

Liabilities in Excess of Other Assets (68.3%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(417,603,413

)

 

Net Assets (100.0%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

611,229,463

 

 

(1)
Certain debt investments are subject to contractual restrictions on resale, such as approval of the agent or borrower.

 

(2)
Non-income producing.

 

(3)
The fair value of each debt and equity investment was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

 

(4)
All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933 as amended (the “Securities Act”), and may be deemed “restricted securities” under the Securities Act. As of December 31, 2024, the aggregate fair value of these securities was $224,404, or 0.0% of the Company’s total assets.

 

(5)
Investment is in default as of December 31, 2024.

SOFR - Secured Overnight Financing Rate, generally 1-Month or 3-Month

 

PIK - Payment-In-Kind

The accompanying notes are an integral part of these consolidated financial statements.

11


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2024

 

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $464,918,831 and $259,464,572, respectively, for the period ended December 31, 2024. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.

 

Geographic Breakdown of Portfolio

 

 

 

United States

 

 

100

%

 

The accompanying notes are an integral part of these consolidated financial statements.

12


 

TCW DIRECT LENDING VIII LLC

Consolidated Statements of Assets and Liabilities

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

 

 

As of March 31,

 

 

 

 

 

2025

 

 

As of December 31,

 

 

 

(unaudited)

 

 

2024

 

Assets

 

 

 

 

 

 

Investments, at fair value

 

 

 

 

 

 

Non-controlled/non-affiliated investments (amortized cost of $1,113,834 and
   $
952,308, respectively)

 

$

1,099,126

 

 

$

942,128

 

Cash and cash equivalents

 

 

34,835

 

 

 

92,946

 

Interest income receivable

 

 

6,042

 

 

 

6,311

 

Receivable for investment sold

 

 

823

 

 

 

156

 

Deferred financing costs

 

 

871

 

 

 

1,150

 

Prepaid and other assets

 

 

44

 

 

 

74

 

Total Assets

 

$

1,141,741

 

 

$

1,042,765

 

Liabilities

 

 

 

 

 

 

Term loan (net of $701 and $1,081 of deferred financing costs, respectively)

 

$

399,299

 

 

$

398,919

 

Revolving credit facilities payable

 

 

103,200

 

 

 

 

Incentive fee payable

 

 

24,306

 

 

 

21,675

 

Management fees payable

 

 

6,200

 

 

 

2,970

 

Interest and credit facility expense payable

 

 

5,473

 

 

 

5,910

 

Unrealized depreciation on unfunded commitments

 

 

844

 

 

 

1,110

 

Directors' fees payable

 

 

50

 

 

 

 

Other accrued expenses and other liabilities

 

 

1,228

 

 

 

952

 

Total Liabilities

 

 

540,600

 

 

 

431,536

 

Commitments and Contingencies (Note 5)

 

 

 

 

 

 

Members’ Capital

 

 

 

 

 

 

Common Unitholders’ commitment: (12,745,660 units issued and outstanding)

 

 

1,274,566

 

 

 

1,274,566

 

Common Unitholders’ undrawn commitment: (12,745,660 units issued and outstanding)

 

 

(623,504

)

 

 

(623,504

)

Common Unitholders’ return of capital

 

 

(5,941

)

 

 

(5,941

)

Common Unitholders’ offering costs

 

 

(347

)

 

 

(347

)

Common Unitholders’ capital

 

 

644,774

 

 

 

644,774

 

Accumulated overdistributed earnings

 

 

(43,633

)

 

 

(33,545

)

Total Members’ Capital

 

 

601,141

 

 

 

611,229

 

Total Liabilities and Members’ Capital

 

$

1,141,741

 

 

$

1,042,765

 

Net Asset Value Per Unit (accrual base) (Note 10)(1)

 

$

96.08

 

 

$

96.87

 

 

(1)
Net Asset Value Per Unit (accrual base) equates to the aggregate of the Total Members' Capital and Common Unitholders' undrawn commitment divided by total Common units outstanding.

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

13


 

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Operations (Unaudited)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

 

For the three months ended March 31,

 

 

2025

 

 

2024

 

Investment Income

 

 

 

 

 

 

Non-controlled/non-affiliated investments:

 

 

 

 

 

 

Interest income

 

$

30,179

 

 

$

28,229

 

Interest income paid-in-kind

 

 

4,065

 

 

 

959

 

Other fee income

 

 

111

 

 

 

719

 

Total investment income

 

 

34,355

 

 

 

29,907

 

Expenses

 

 

 

 

 

 

Interest and credit facility expenses

 

 

8,813

 

 

 

7,577

 

Management fees

 

 

3,230

 

 

 

2,363

 

Incentive fees

 

 

2,631

 

 

 

2,173

 

Administrative fees

 

 

248

 

 

 

202

 

Professional fees

 

 

73

 

 

 

152

 

Directors’ fees

 

 

52

 

 

 

75

 

Organizational costs

 

 

 

 

 

18

 

Other expenses

 

 

134

 

 

 

102

 

Total expenses

 

 

15,181

 

 

 

12,662

 

Net investment income

 

 

19,174

 

 

 

17,245

 

Net realized and unrealized gain (loss) on investments

 

 

 

 

 

 

Net realized gain:

 

 

 

 

 

 

Non-controlled/non-affiliated investments

 

 

 

 

 

109

 

Net change in unrealized appreciation/(depreciation):

 

 

 

 

 

 

Non-controlled/non-affiliated investments

 

 

(4,262

)

 

 

(5,142

)

Net realized and unrealized loss on investments

 

 

(4,262

)

 

 

(5,033

)

Net increase in Members’ Capital from operations

 

$

14,912

 

 

$

12,212

 

Basic and diluted:

 

 

 

 

 

 

Income per unit

 

$

1.17

 

 

$

0.96

 

Units Outstanding

 

 

12,745,660

 

 

 

12,745,660

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

14


 

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Changes in Members’ Capital (Unaudited)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

 

Common
Unitholders’
Capital

 

 

Accumulated Undistributed (Overdistributed) Earnings

 

 

Total

 

Members’ Capital at January 1, 2025

 

$

644,774

 

 

$

(33,545

)

 

$

611,229

 

Net Increase (Decrease) in Members’ Capital Resulting from Operations:

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

19,174

 

 

 

19,174

 

Net change in unrealized appreciation/(depreciation) on investments

 

 

 

 

 

(4,262

)

 

 

(4,262

)

Distributions to Members from:

 

 

 

 

 

 

 

 

 

Distributable earnings

 

 

 

 

 

(25,000

)

 

 

(25,000

)

Total Decrease in Members’ Capital for the three months ended March 31, 2025

 

 

 

 

 

(10,088

)

 

 

(10,088

)

Members’ Capital at March 31, 2025

 

$

644,774

 

 

$

(43,633

)

 

$

601,141

 

 

 

Common
Unitholders’
Capital

 

 

Accumulated Undistributed (Overdistributed) Earnings

 

 

Total

 

Members’ Capital at January 1, 2024

 

$

468,001

 

 

$

(7,791

)

 

$

460,210

 

Net Increase (Decrease) in Members’ Capital Resulting from Operations:

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

17,245

 

 

 

17,245

 

Net realized gain on investments

 

 

 

 

 

109

 

 

 

109

 

Net change in unrealized appreciation/(depreciation) on investments

 

 

 

 

 

(5,142

)

 

 

(5,142

)

Distributions to Members from:

 

 

 

 

 

 

 

 

 

Distributable earnings

 

 

 

 

 

(5,754

)

 

 

(5,754

)

Net Increase (Decrease) in Members’ Capital Resulting from Capital Activity:

 

 

 

 

 

 

 

 

 

Contributions

 

 

32,324

 

 

 

 

 

 

32,324

 

Return of capital

 

 

(212

)

 

 

 

 

 

(212

)

Total Increase in Members’ Capital for the three months ended March 31, 2024

 

 

32,112

 

 

 

6,458

 

 

 

38,570

 

Members’ Capital at March 31, 2024

 

$

500,113

 

 

$

(1,333

)

 

$

498,780

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

15


 

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Cash Flows (Unaudited)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

 

For the three months ended March 31,

 

 

2025

 

 

2024

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net increase in net assets resulting from operations

 

$

14,912

 

 

$

12,212

 

Adjustments to reconcile the net increase in net assets resulting from operations to net cash used in operating activities:

 

 

 

 

 

 

Purchases of investments

 

 

(171,561

)

 

 

(141,452

)

Interest income paid-in-kind

 

 

(4,065

)

 

 

(959

)

Proceeds from sales and paydowns of investments

 

 

15,536

 

 

 

58,298

 

Net realized gain on investments

 

 

 

 

 

(109

)

Change in net unrealized (appreciation)/depreciation on investments

 

 

4,262

 

 

 

5,142

 

Amortization of premium and accretion of discount, net

 

 

(1,436

)

 

 

(1,838

)

Amortization of deferred financing costs

 

 

841

 

 

 

710

 

Increase (decrease) in operating assets and liabilities:

 

 

 

 

 

 

(Increase) decrease in interest income receivable

 

 

269

 

 

 

(369

)

(Increase) decrease in receivable for investment sold

 

 

(667

)

 

 

(172

)

(Increase) decrease in prepaid and other assets

 

 

30

 

 

 

544

 

Increase (decrease) incentive fee payable

 

 

2,631

 

 

 

2,173

 

Increase (decrease) management fees payable

 

 

3,230

 

 

 

2,363

 

Increase (decrease) interest and credit facility expense payable

 

 

(437

)

 

 

203

 

Increase (decrease) directors’ fees payable

 

 

50

 

 

 

72

 

Increase (decrease) other accrued expenses and other liabilities

 

 

276

 

 

 

(125

)

Net cash used in operating activities

 

 

(136,129

)

 

 

(63,307

)

Cash Flows from Financing Activities

 

 

 

 

 

 

Contribution from Members

 

 

 

 

 

46,190

 

Distributions to Members from distributable earnings

 

 

(25,000

)

 

 

(5,754

)

Distributions to Members from return of capital

 

 

 

 

 

(212

)

Deferred financing costs paid

 

 

(182

)

 

 

(2,664

)

Proceeds from credit facilities

 

 

103,200

 

 

 

139,000

 

Repayment of credit facilities

 

 

 

 

 

(162,000

)

Net cash provided by financing activities

 

 

78,018

 

 

 

14,560

 

Net decrease in cash and cash equivalents

 

 

(58,111

)

 

 

(48,747

)

Cash and cash equivalents, beginning of period

 

 

92,946

 

 

 

83,247

 

Cash and cash equivalents, end of period

 

$

34,835

 

 

$

34,500

 

Supplemental and non-cash financing activities

 

 

 

 

 

 

Interest expense paid

 

$

7,917

 

 

$

6,409

 

Decrease in Capital call receivable

 

$

 

 

$

(13,866

)

 

The accompanying notes are an integral part of these consolidated financial statements.

16


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

 

1.
Organization and Basis of Presentation

Organization: TCW Direct Lending VIII LLC (the “Company”), was formed as a Delaware limited liability company on September 3, 2020. The Company has conducted and expects to further conduct private offerings of its common limited liability company units (the “Units”) to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). In addition, the Company may issue preferred units, though it currently has no intention to do so. On May 27, 2021 (“Inception Date”), the Company sold and issued 10 Units at an aggregate purchase price of $1 to TCW Asset Management Company LLC (“TAMCO” or the “Adviser”), the Company's investment adviser and an affiliate of the TCW Group, Inc.

On July 22, 2021 the Company filed an election to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company also filed an election to be treated for U.S. Federal income tax purposes as a Regulated Investment Company (a “RIC”) under Subchapter M of the U.S Internal Revenue Code of 1986, as amended (the “Code”) and made such an election beginning with the taxable year ending December 31, 2022. The Company is required to meet the minimum distribution and other requirements for RIC qualification. As a BDC and a RIC, the Company is required to comply with certain regulatory requirements.

On January 21, 2022, the Company entered into the Investment Advisory and Management Agreement with the Adviser. On the same date, the Company also completed the first closing of the sale of its Common Units (the “Initial Closing Date”) pursuant to which the Company sold 4,543,770 Common Units at an aggregate purchase price of $454,377. The Company continued to accept subscription agreements and issue Units for a period of twelve-months following the Initial Closing Date (the "Closing Period"). On January 6, 2023, the Company's Board of Directors approved a six-month extension of the Closing Period from January 21, 2023 to July 21, 2023. On July 26, 2023, the Company's Amended and Restated Limited Liability Company Agreement was amended to extend the Closing Period to be the twenty-four month period following the Company's initial closing, until January 21, 2024 by a majority vote of the Company's Unitholders. On February 16, 2024, the Company's Amended and Restated Limited Liability Company Agreement was amended such that the definition of the Closing Period was amended to be the twenty-six month period following the Initial Closing Date, such that the Initial Closing Date ended on March 21, 2024.

The Company commenced operations during the first quarter of fiscal year 2022.

On May 13, 2022, the Company formed a wholly-owned subsidiary, TCW DL VIII Financing LLC, a single member Delaware limited liability company. On April 2, 2024, the Company formed a wholly-owned subsidiary, TCW DL HDR LLC, a single member Delaware limited liability company.

The consolidated financial statements in this quarterly report on Form 10-Q include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

On July 8, 2022, the Company completed the second closing of the sale of its Common Units pursuant to which the Company sold 2,178,280 Common Units for an aggregate offering price of $217,828. On November 14, 2022, the Company completed the third closing of the sale of our Common Units pursuant to which the Company sold 642,500 Common Units for an aggregate offering price of $64,250. On April 3, 2023, the Company completed the fourth closing of the sale of its Common Units pursuant to which the Company sold 1,025,550 Common Units for an aggregate offering price of $102,555. On July 24, 2023, the Company completed the fifth closing of the sale of its Common Units pursuant to which the Company sold 1,173,625 Common Units for an aggregate offering price of $117,363. On December 13, 2023, the Company completed the sixth closing of the sale of its Common Units pursuant to which the Company sold 1,145,325 Common Units for an aggregate offering price of $114,533. On January 18, 2024, the Company completed the seventh closing of the sale of its Common Units pursuant to which the Company sold 734,300 Common Units for an aggregate offering price of $73,430. On March 19, 2024, the Company completed the final closing of the sale of its Common Units pursuant to which the Company sold 1,302,300 Common Units for an aggregate offering price of $130,230. The additional closings occurred during the 26-month Closing Period. The sale of the Common Units was made pursuant to subscription agreements entered into by the Company and each investor. Under the terms of the subscription agreements, the Company may draw down all or any portion of the undrawn commitment with respect to each Common Unit generally upon at least ten business days’ prior written notice to the unitholders.

 

 

17


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

1.
Organization and Basis of Presentation (Continued)

Term: The term of the Company will continue until January 21, 2029, unless extended or the Company is sooner dissolved as provided in the Company’s amended and restated limited liability agreement (the “LLC Agreement”) or by operation of law. The Company may extend the term for two additional one-year periods upon written notice to the holders of the Units (the “Unitholders”) and holders of preferred units, if any (together with the Unitholders, the “Members”), at least 90 days prior to the expiration of the term or the end of the first one-year period. Thereafter, the term may be extended for successive one-year periods, with the vote or consent of a supermajority representing more than 66 2/3% in interest of the holders of the Units.

Commitment Period: The Commitment Period commenced on the Initial Closing Date, the day on which the Company completed the first closing of the sale of its Units to persons not affiliated with the Adviser and will end on February 1, 2026, which is the later of (a) January 21, 2026, four years from the Initial Closing Date and (b) February 1, 2026, four years from the date in which the Company first completed an investment. However, the Commitment Period is subject to termination upon the occurrence of a Key Person Event defined as follows: A “Key Person Event” will occur if, during the Commitment Period, (i) Richard T. Miller and one or more of Suzanne Grosso, Mark Gertzof and David Wang (each of such four Persons, a “Key Person” and collectively, the “Key Persons”) fail to devote substantially all (i.e. more than 85%) of his or her business time to the investment activities of the Company, the prior funds, any successor funds and any fund(s) managed by the Adviser or an affiliate of the Adviser that are managed within the Private Credit Group (together, the “Related Entities”); or (ii) Ms. Grosso, Mr. Gertzof and Mr. Wang all fail to devote substantially all of their business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a temporary disability; provided that if a replacement has been approved as described in the paragraphs below, such replacement shall be specifically designated to take the place of one of the above-named individuals and the definition “Key Person Event” will be amended to take into account such successor.

Upon the occurrence of a Key Person Event, and in the event that the Adviser fails to replace the above-referenced individuals in the manner contemplated by this paragraph, the Commitment Period shall be automatically terminated upon such Key Person Event. The Commitment Period will be re-instated upon the vote or written consent of 66 2/3% in interest of the Unitholders. The Adviser is permitted at any time to replace any person designated above with a senior professional (including a Key Person) selected by the Adviser, provided that such replacement has been approved by a majority of the Unitholders (in which case, the approved substitute will be a Key Person in lieu of the person replaced). The determination of whether a Key Person Event has occurred will be made by the Company in accordance with the criteria set out above. If, during the Commitment Period, any Key Person shall fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities other than as a result of temporary disability (the occurrence of such event, a “Key Person Departure”), the Company shall provide written notice to Unitholders of such Key Person Departure within 30 days of the date of such Key Person Departure. If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided herein, then notwithstanding anything herein, the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of the majority of the Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the Person replaced) no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key Person. If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.

In accordance with the Company’s LLC Agreement, the Company may complete investment transactions that were significantly in process as of the end of the Commitment Period and which the Company reasonably expects to be consummated prior to 90 days subsequent to the expiration date of the Commitment Period. The Company may also effect follow-on investments in existing portfolio companies up to an aggregate maximum of 10% of aggregate cumulative invested amounts.

Capital Commitments: On the Initial Closing Date, the Company began accepting subscription agreements from investors for the private sale of its Units. As of March 31, 2025, the Company has sold 12,745,660 Units for an aggregate offering price of $1,274,566. Each Unitholder is obligated to contribute capital equal to their respective capital commitment to the Company (each, a “Commitment”) and each Unit’s Commitment obligation is $100.00 per unit. The sale of the Units was made pursuant to subscription agreements entered into by the Company and each investor. Under the terms of the subscription agreements, the Company may draw down all or any portion of the undrawn commitment with respect to each Unit generally upon at least ten business days’ prior written notice to the unitholders. The amount of capital that remains to be drawn down and contributed is referred to as an “Undrawn Commitment”.

18


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

1.
Organization and Basis of Presentation (Continued)

The commitment amount funded does not include amounts contributed in anticipation of a potential investment that the Company did not consummate and therefore returned to the Members as unused capital. As of March 31, 2025, aggregate Commitments, Undrawn Commitments, percentage of Commitments funded and the number of subscribed for Units of the Company were as follows:

 

Commitments

 

 

Undrawn
Commitments

 

 

% of
Commitments
Funded

 

 

Units

 

Common Unitholder

 

$

1,274,566

 

 

$

623,504

 

 

 

51.1

%

 

 

12,745,660

 

Recallable Amount: A Unitholder may be required to re-contribute amounts distributed equal to (a) such Unitholder’s share of all portfolio investments that are repaid to the Company, or otherwise recouped by the Company, and distributed to the Unitholder, in whole or in part, during or after the Commitment period, reduced by (b) all re-contributions made by such Unitholder. This amount, (the “Recallable Amount”) is excluded from the calculation of the accrual based net asset value.

The Recallable Amount as of March 31, 2025 was $5,941.

2.
Significant Accounting Policies

Basis of Presentation: The Company’s unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 and Article 10 of Regulation S-X. The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC Topic 946”). The unaudited consolidated financial statements reflect all adjustments, both normal and recurring which, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition for the periods presented. The unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission ("SEC") on March 26, 2025.

Use of Estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the consolidated financial statements, (ii) the reported amounts of income and expenses during the years presented and (iii) disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates, and such differences could be material.

Investments: The Company measures the fair value of its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosure (“ASC 820”). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers the principal market of its investments to be the market in which the investment trades with the greatest volume and level of activity.

Transactions: The Company records investment transactions on the trade date. The Company considers the trade date for investments not traded on a recognizable exchange, or traded in the over-the-counter markets, to be the date on which the Company receives legal or contractual title to the asset and bears the risk of loss.

 

 

 

 

19


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

2.
Significant Accounting Policies (Continued)

Income Recognition: Interest income and interest income paid-in-kind (“PIK”) are recorded on an accrual basis unless doubtful of collection or the related investment is in default. Although the Company does not currently expect the Private Credit Group to originate a significant amount of investments for the Company with the use of PIK interest features, from time to time the Company may make investments that contain such features or that subsequently incorporate such features after origination. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. To maintain the Company's tax status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends for the year the income was earned, even though the Company has not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest. For the three months ended three months ended March 31, 2025, PIK interest income earned was $4,065, representing 11.8% of investment income. For the three months ended March 31, 2024, PIK interest income earned was $959, representing 3.2% of investment income.

Realized gains and losses on investments are recorded on a specific identification basis. The Company typically receives a fee in the form of a discount to the purchase price at the time it funds an investment in a loan. The discount is accreted to interest income over the life of the respective loan, using the effective-interest method assuming there are no questions as to collectability, and reflected in the amortized cost basis of the investment. Ongoing facility, commitment or other additional fees including prepayment fees, consent fees and forbearance fees are recognized immediately when earned as income.

The Company may enter into certain intercreditor agreements that entitle the Company to the “last out” tranche of first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. In certain cases, the Company may receive a higher interest rate than the contractual stated interest rate as disclosed on the Company’s Consolidated Schedule of Investments.

Certain investments have an unfunded loan commitment for a delayed draw term loan or revolving credit. The Company earns an unused commitment fee on the unfunded commitment during the commitment period. The expiration date of the commitment period may be earlier than the maturity date of the investment stated above. See Note 5—Commitments and Contingencies.

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point the Company believes PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection.

Deferred Financing Costs: Deferred financing costs incurred by the Company in connection with the Credit Facilities (as described in Note 7 to the Consolidated Financial Statements), including arrangement fees, upfront fees and legal fees, are amortized on a straight-line basis over the term of the respective credit facility.

Organizational and Offering Costs: Costs incurred to organize the Company are expensed as incurred. Offering costs are accumulated and will be charged directly to Members’ Capital at the end of the period during which Units will be offered (the “Closing Period”). The Company will not bear more than an amount equal to 10 basis points of the aggregate capital commitments to the Company through the Units (in aggregate, the “Commitments”) of the Company for organizational and offering costs in connection with the offering of the Units through the Closing Period. Organizational costs are expensed as incurred and since inception, the Company has incurred $718 in organizational costs, of which $0 was expensed during the three months ended March 31, 2025. Since inception, the Company has incurred $347 in offering costs, all of which were charged to Members’ Capital as of December 31, 2023.

Cash and Cash Equivalents: The Company generally considers investments with a maturity of three months or less at the time of acquisition to be cash equivalents. As of March 31, 2025, cash and cash equivalents are comprised of demand deposits and highly liquid investments with maturities of three months or less. Cash equivalents are valued at the net asset value of the mutual fund which approximates fair value and are classified as Level 1 in the GAAP valuation hierarchy.

20


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

2.
Significant Accounting Policies (Continued)

Income Taxes: The Company has elected to be regulated as a BDC under the 1940 Act. The Company also intends to be treated as a RIC under the Code and will make such an election beginning with the taxable year ending December 31, 2022. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. Federal income taxes on any ordinary income or capital gains that it distributes at least annually to its Unitholders as dividends. Rather, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

3.
Investment Valuations and Fair Value Measurements

Investments at Fair Value: Investments held by the Company are valued at fair value. Fair value is generally determined on the basis of last reported sales prices or official closing prices on the primary exchange in which each security trades, or if no sales are reported, generally based on the midpoint of the valuation range obtained for debt investments from a quotation reporting system, established market makers or pricing service.

Investments for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by the Board of Directors (the “Board”) based on similar instruments, internal assumptions and the weighting of the best available pricing inputs.

Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" with respect to the fair valuation of the Company's portfolio securities, subject to oversight by and periodic reporting to the Board.

Fair Value Hierarchy: Assets and liabilities are classified by the Company into three levels based on valuation inputs used to determine fair value:

Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.

Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs.

Level 3 values are based on significant unobservable inputs that reflect the Company’s determination of assumptions that market participants might reasonably use in valuing the assets.

Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.

Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 1), generally includes common stock valued at the closing price on the primary exchange in which the security trades.

Level 2 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 2), generally includes warrants valued using quotes for comparable investments.

Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine the fair value of investments in private debt and equity for which reliable market quotations are not available. Some of the inputs are independently observable however, a significant portion of the inputs and the internal assumptions applied are unobservable.

21


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

3.
Investment Valuations and Fair Value Measurements (Continued)

Debt, (Level 3), include investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. An income method approach incorporating a weighted average cost of capital and discount rate, or a market method approach using prices and other relevant information generated by market transactions involving identical or comparable assets, is generally used to determine fair value, though some cases use an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.

Equity, (Level 3), may include common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used it follows the income approach. The Black-Scholes pricing model takes into account the contract terms as well as multiple inputs, including: time value, implied volatility, equity prices and interest rates. A liquidity discount based on current market expectations, future events, minority ownership position and the period management reasonably expects to hold the investment may be applied.

Pricing inputs and weightings applied to determine value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.

 

The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Consolidated Schedule of Investments as of March 31, 2025:

 

Investments

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Debt

 

$

 

 

$

 

 

$

1,097,095

 

 

$

1,097,095

 

Equity

 

 

 

 

 

 

 

 

2,031

 

 

 

2,031

 

Cash equivalents

 

 

32,805

 

 

 

 

 

 

 

 

 

32,805

 

Total

 

$

32,805

 

 

$

 

 

$

1,099,126

 

 

$

1,131,931

 

 

The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Consolidated Schedule of Investments as of December 31, 2024:

 

Investments

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Debt

 

$

 

 

$

 

 

$

941,903

 

 

$

941,903

 

Equity

 

 

 

 

 

 

 

 

224

 

 

 

224

 

Cash equivalents

 

 

87,815

 

 

 

 

 

 

 

 

 

87,815

 

Total

 

$

87,815

 

 

$

 

 

$

942,127

 

 

$

1,029,942

 

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three months ended March 31, 2025:

 

 

Debt

 

 

Equity

 

 

Total

 

Balance, January 1, 2025

 

$

941,903

 

 

$

224

 

 

$

942,127

 

Purchases, including payments received in-kind

 

 

174,869

 

 

 

757

 

 

 

175,626

 

Sales and paydowns of investments

 

 

(15,412

)

 

 

(124

)

 

 

(15,536

)

Amortization of premium and accretion of discount, net

 

 

1,436

 

 

 

 

 

 

1,436

 

Net change in unrealized appreciation/(depreciation)

 

 

(5,701

)

 

 

1,174

 

 

 

(4,527

)

Balance, March 31, 2025

 

$

1,097,095

 

 

$

2,031

 

 

$

1,099,126

 

Change in net unrealized appreciation/(depreciation) in investments held as of March 31, 2025

 

$

(5,701

)

 

$

1,174

 

 

$

(4,527

)

 

22


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

3.
Investment Valuations and Fair Value Measurements (Continued)

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three months ended March 31, 2024:

 

 

Debt

 

 

Equity

 

 

Total

 

Balance, January 1, 2024

 

$

742,916

 

 

$

 

 

$

742,916

 

Purchases, including payments received in-kind

 

 

142,411

 

 

 

 

 

 

142,411

 

Sales and paydowns of investments

 

 

(58,298

)

 

 

 

 

 

(58,298

)

Amortization of premium and accretion of discount, net

 

 

1,838

 

 

 

 

 

 

1,838

 

Net realized gain

 

 

109

 

 

 

 

 

 

109

 

Net change in unrealized appreciation/(depreciation)

 

 

(4,987

)

 

 

 

 

 

(4,987

)

Balance, March 31, 2024

 

$

823,989

 

 

$

 

 

$

823,989

 

Change in net unrealized appreciation/(depreciation) in investments held as of March 31, 2024

 

$

(3,347

)

 

$

 

 

$

(3,347

)

The Company did not have any transfers between levels during the three months ended March 31, 2025 and 2024.

Level 3 Valuation and Quantitative Information: The following table summarizes the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of March 31, 2025:

 

Investment Type

 

Fair Value

 

 

Valuation
Technique

 

Unobservable
Input

 

Range

 

Weighted
Average*

 

Impact to
Valuation if
Input Increases

Debt

 

$

930,553

 

 

Income Method

 

Discount Rate

 

7.7% to 20.9%

 

12.1%

 

Decrease

Debt

 

$

82,451

 

 

Market Method

 

EBITDA Multiple

 

6.4x to 7.9x

 

7.1x%

 

Increase

Debt

 

$

54,157

 

 

Market Method

 

Indicative Bid

 

97.8% to 97.8%

 

97.8%

 

Increase

Debt

 

$

29,934

 

 

Income Method

 

Discount Rate

 

9.4% to 17.2%

 

12.8%

 

Decrease

 

 

 

 

Market Method

 

Indicative Bid

 

98.2% to 102.0%

 

100.5%

 

Increase

Equity

 

$

1,628

 

 

Market Method

 

EBITDA Multiple

 

5.5x to 7.5x

 

6.6x

 

Increase

Equity

 

$

403

 

 

Market Method

 

Indicative Bid

 

235.8% to 235.8%

 

235.8%

 

Increase

* Weighted based on fair value

The following table summarizes the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of December 31, 2024:

 

Investment Type

 

Fair Value

 

 

Valuation
Technique

 

Unobservable
Input

 

Range

 

Weighted
Average*

 

Impact to
Valuation if
Input Increases

Debt

 

$

889,873

 

 

Income Method

 

Discount Rate

 

10.3% to 22.2%

 

13.0%

 

Decrease

Debt

 

$

52,030

 

 

Market Method

 

EBITDA Multiple

 

6.5x to 8.0x

 

7.1x

 

Increase

Equity

 

$

224

 

 

Market Method

 

EBITDA Multiple

 

5.8x to 7.5x

 

6.8x

 

Increase

* Weighted based on fair value

The Company generally utilizes the midpoint of a valuation range provided by an external, independent valuation firm in determining fair value.

23


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

4.
Agreements and Related Party Transactions

Advisory Agreement: On January 21, 2022, the Company entered into the Investment Advisory and Management Agreement (the “Advisory Agreement”) with the Adviser, a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Advisory Agreement became effective upon its execution for an initial two-year term. Unless earlier terminated, the Advisory Agreement will continue in effect from for additional one-year terms thereafter if approved annually by (i) the vote of the Board, or by the vote of a majority of the Company’s outstanding voting securities and (ii) the vote of a majority of the Board who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company, the Adviser or any of their respective affiliates (the “Independent Directors”). The Advisory Agreement will automatically terminate in the event of an assignment by the Adviser. On August 12, 2024, the Company's Board renewed the Advisory Agreement for an additional one-year term until September 15, 2025.

The Advisory Agreement may be terminated by either party, by vote of the Company’s Board, or by a vote of the majority of the Company’s outstanding voting units, without penalty upon not less than 60 days’ prior written notice to the applicable party. If the Advisory Agreement is terminated according to this paragraph, the Company will pay the Adviser a pro-rated portion of the Management Fee and Incentive Fee (each as defined below).

Pursuant to the Advisory Agreement, the Adviser:

determines the composition of the Company’s portfolio, the nature and timing of the changes to the Company’s portfolio and the manner of implementing such changes;
identifies, evaluates and negotiates the structure of the investments the Company makes (including performing due diligence on the Company’s prospective portfolio companies);
determines the assets the Company will originate, purchase, retain or sell;
closes, monitors and administers the investments the Company makes, including the exercise of any rights in the Company’s capacity as a lender; and
provides the Company such other investment advice, research and related services as the Company may, from time to time, require.

The Company pays to the Adviser, quarterly in arrears, a management fee in cash (the “Management Fee”) calculated as follows: 0.3125% (i.e., 1.25% per annum) of the average gross assets of the Company on a consolidated basis, with the average determined based on the gross assets of the Company as of the end of the three most recently completed calendar months. “Gross assets” means the amortized cost of the Company’s portfolio investments (including portfolio investments purchased with borrowed funds and other forms of leverage, such as preferred units, public and private debt issuances, derivative instruments, repurchase agreements and other similar instruments or arrangements) that have not been sold, distributed to members, or written off for tax purposes (but reduced by any portion of such cost basis that has been written down to reflect a permanent impairment of value of any portfolio investment), and excluding cash and cash equivalents. The Management Fee payable for any partial month or quarter will be appropriately pro-rated.

For the three months ended March 31, 2025, Management Fees incurred were $3,230, and $6,200 remained payable as of March 31, 2025. For the three months ended March 31, 2024, Management Fees incurred were $2,363, and $2,363 remained payable as of March 31, 2024.

In addition, the Adviser receives an incentive fee (the “Incentive Fee”) as follows:

(a)
First, no Incentive Fee is owed until the Unitholders have collectively received cumulative distributions pursuant to this clause equal to their aggregate capital contributions in respect of all Units;
(b)
Second, no Incentive Fee is owed until the Unitholders have collectively received cumulative distributions equal to an 8.0% internal rate of return on their aggregate capital contributions in respect of all Units (the “Hurdle”);
(c)
Third, the Adviser is entitled to an Incentive Fee out of 100% of additional amounts otherwise distributable to Unitholders until such time as the Incentive Fee paid to the Adviser is equal to 15% of the sum of (i) the amount by which the Hurdle exceeds the aggregate capital contributions of the Unitholders in respect of all Units and (ii) the amount of Incentive Fee being paid to the Adviser pursuant to this clause (c); and

24


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

4.
Agreements and Related Party Transactions (Continued)
(d)
Thereafter, the Adviser is entitled to an Incentive Fee equal to 15% of additional amounts otherwise distributable to Unitholders, with the remaining 85% distributed to the Unitholders.

The Incentive Fee is calculated on a cumulative basis and the amount of the Incentive Fee payable in connection with any distribution (or deemed distribution) will be determined and, if applicable, paid in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders.

For the three months ended March 31, 2025 and 2024, Incentive Fees incurred were $2,631 and $2,173, respectively. The Company has not made any incentive fee payments to the Adviser and as of March 31, 2025 and December 31, 2024, the Company's incentive fee payable to the Advisor was $24,306 and $21,675, respectively.

For purposes of calculating the Incentive Fee, as provided in 3.3.2 of the LLC Agreement, Aggregate Contributions shall not include NAV Balancing Contributions or Late-Closer Contributions (as such terms are defined in the LLC Agreement), and the distributions to Common Unitholders shall not include distributions attributable to Late-Closer Contributions. NAV Balancing Contributions received by the Company will not be treated as amounts distributed to Common Unitholders for purposes of calculating the Incentive Fee. In addition if distributions to which a Defaulting Member (as such term is defined in the LLC Agreement) otherwise would have been entitled have been withheld pursuant to 6.2.4 of the LLC Agreement, the amounts so withheld shall be treated for such purposes as having been distributed to such Defaulting Member. The amount of any distribution of securities made in kind shall be equal to the fair market value of those securities at the time of distribution determined pursuant to 13.4 of the LLC Agreement.

If the Advisory Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating the Advisory Agreement or (ii) the Company terminating the agreement for cause (as set out in the Advisory Agreement), the Company will be required to pay the Adviser a final incentive fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Advisory Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all of the Company’s investments were liquidated for their current value (but without taking into account any unrealized appreciation of any portfolio investment), and any unamortized deferred portfolio investment-related fees were deemed accelerated, (B) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (C) the remainder were distributed to Unitholders and paid as Incentive Fee in accordance with Section 6 of the Advisory Agreement. The Company will make the Final Incentive Fee Payment in cash on or immediately following the date the Advisory Agreement is so terminated. The Adviser Return Obligation (defined below) will not apply in connection with a Final Incentive Fee Payment.

Adviser Return Obligation: After the Company has made its final distribution of assets in connection with its dissolution, if the Adviser has received aggregate payments of Incentive Fees in excess of the amount the Adviser was entitled to receive pursuant to “Incentive Fee” above, then the Adviser will return to the Company, on or before 90 days after such final distribution of assets, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event will the Adviser be required to return to the Company an amount greater than the aggregate Incentive Fees paid to the Adviser, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees, over (b) an amount equal to the U.S. Federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation.

Administration Agreement: On January 21, 2022, the Company entered into an Administration Agreement (the “Administration Agreement”) with TCW Asset Management Company LLC (in such capacity, the “Administrator”). Under the Administration Agreement, the Administrator furnishes us with office facilities and equipment, and clerical, bookkeeping and record keeping services. Pursuant to the Administration Agreement, the Administrator oversees the maintenance of the Company’s financial records and otherwise assists with the Company’s compliance with BDC and RIC rules, monitors the payment of expenses, oversees the performance of administrative and professional services rendered to the Company by others, is responsible for the financial and other records that the Company is required to maintain, prepares and disseminates reports to the Unitholders and reports and other materials to be filed with the SEC or other regulators, assists the Company in determining and publishing (as necessary or appropriate) its net asset value, oversees the preparation and filing of tax returns, generally oversees the payment of expenses and provides such other services as the Administrator, subject to review of the Company’s Board, shall from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator may perform these services directly, may delegate some or all of them through the retention of a sub-administrator and may remove or replace any sub-administrator.

25


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

4.
Agreements and Related Party Transactions (Continued)

Payments under the Administration Agreement are equal to an amount that reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities under the Administration Agreement. The amounts paid pursuant to the Administration Agreement are subject to the Company Expenses Limitation (as defined below). The Administrator agrees that it will not charge total fees under the Administration Agreement that would exceed its reasonable estimate of what a qualified third party would charge to perform substantially similar services. The costs and expenses paid by the Company and the applicable caps on certain costs and expenses are described below under “Expenses”.

The Administration Agreement provides that neither the Administrator, nor any director, officer, agent or employee of the Administrator, shall be liable or responsible to the Company or any of the Unitholders for any error of judgment, mistake of law or any loss arising out of any investment, or for any other act or omission in the performance by such person or persons of their respective duties, except for liability resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard of their respective duties. The Company will also indemnify the Administrator and its members, managers, officers, employees, agents, controlling persons and any other person or entity affiliated with it. On August 12, 2024, the Company's Board renewed the Administrative Agreement for an additional one-year term until September 15, 2025.

26


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

4.
Agreements and Related Party Transactions (Continued)

Expenses: The Company, and indirectly the Unitholders, bears all costs, expenses and liabilities, other than Adviser Operating Expenses (which shall be borne by the Adviser), in connection with the Company’s organization, operations, administration and transactions (“Company Expenses”). Company Expenses include, without limitation: (a) organizational expenses and expenses associated with the issuance of the Units and organizational expenses of a related entity organized and managed by the Adviser or an affiliate of the Adviser as a feeder fund for the Company and issuance of interests therein; (b) expenses of calculating net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the Company’s financial and legal affairs, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with the Company’s reporting and compliance obligations under the 1940 Act, the 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under the Administration Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes and other governmental charges assessed against the Company; (n) independent directors’ fees and expenses and the costs associated with convening a meeting of the Company’s board of directors or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units; (p) costs of any reports, proxy statements or other notices to Unitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of the Company’s consolidated financial statements and tax returns; (r) the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s consolidated financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the Company’s investments and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by us that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the Company’s LLC Agreement or Advisory Agreement or related documents of the Company or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business.

27


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

4.
Agreements and Related Party Transactions (Continued)

However, the Company will not bear more than (a) an amount equal to 10 basis points of its aggregate Commitments for organizational expenses and offering expenses in connection with the offering of Units through the Closing Period (see “The Private Offering—Closing Period”) and (b) 12.5 basis points of the greater of total commitments or total assets computed annually for Company Expenses (“Company Expenses Limitation”); provided, that, any amount by which actual annual expenses in (b) exceed the Company Expenses Limitation shall be reimbursed to us by the Adviser in the year such excess is incurred with any partial year assessed and reimbursed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the Company Expenses Limitation in (b), the following expenses shall be excluded and shall be borne by us as incurred without regard to the Company Expenses Limitation in (b): the Management Fee, the Incentive Fee, organizational and offering expenses (which are subject to the separate cap), amounts incurred in connection with the Company’s borrowings (including collateral agent (security trustee) fees, interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against the Company, out-of-pocket expenses of calculating net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of the Company’s portfolio investments performed by the Company’s independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to the Company, out-of-pocket costs and expenses relating to any reorganization or liquidation of the Company, directors and officers/errors and omissions liability insurance, and any extraordinary expenses (such as litigation expenses and indemnification payments). Notwithstanding the foregoing, amounts reimbursed pursuant to the Company Expenses Limitation in any year may be carried forward by the Adviser and recouped in future years where the Company Expenses Limitation is not exceeded but in no event will the Company carryforward to future periods the amount by which actual annual Company Expenses for a year exceed the Company Expenses Limitation for more than three years from the date on which such expenses were reimbursed.

“Adviser Operating Expenses” means overhead and operating and administrative expenses incurred by or on behalf of the Adviser or any of its affiliates, including the Company, in connection with maintaining and operating the Adviser’s office, including salaries and other compensation (including compensation due to its officers), rent, routine office equipment expense and liability and insurance premiums (other than (i) those incurred in maintaining fidelity bonds and Indemnitee insurance policies and (ii) the allocable portion of the Administrator’s overhead in performing its obligations), in furtherance of providing supervisory investment management services for the Company. For the avoidance of doubt, Adviser Operating Expenses include any expenses incurred by the Adviser or its affiliates in connection with the Adviser’s registration as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), or with its compliance as a registered investment adviser thereunder.

All Adviser Operating Expenses and all expenses of the Company that the Company will not bear, as set forth above, will be borne by the Adviser or its affiliates.

 

28


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

5.
Commitments and Contingencies

 

The Company had the following unfunded commitments and unrealized depreciation by investment as of March 31, 2025 and December 31, 2024:

 

 

 

 

March 31, 2025

 

 

December 31, 2024

 

Unfunded Commitments

 

Maturity/
Expiration

 

Amount

 

 

Unrealized
Depreciation

 

 

Amount

 

 

Unrealized
Depreciation

 

Black Rock Coffee Holdings, LLC

 

September 2025

 

$

5,951

 

 

$

 

 

$

9,918

 

 

$

 

CF Newco, Inc.

 

December 2029

 

 

527

 

 

 

5

 

 

 

527

 

 

 

5

 

CG Buyer, LLC

 

July 2025

 

 

3,252

 

 

 

26

 

 

 

3,252

 

 

 

7

 

Comprehensive Logistics Co., LLC

 

March 2026

 

 

1,139

 

 

 

30

 

 

 

2,657

 

 

 

56

 

CSAT Holdings LLC

 

June 2028

 

 

1,836

 

 

 

39

 

 

 

2,885

 

 

 

52

 

D&D Buyer, LLC

 

October 2025

 

 

2,653

 

 

 

 

 

 

2,653

 

 

 

 

D&D Buyer, LLC

 

October 2028

 

 

3,352

 

 

 

 

 

 

2,076

 

 

 

 

Fenix Intermediate LLC

 

March 2026

 

 

11,607

 

 

 

406

 

 

 

11,607

 

 

 

395

 

Five Star Buyer, Inc.

 

February 2028

 

 

1,517

 

 

 

64

 

 

 

1,517

 

 

 

47

 

Great Kitchens Food Company, Inc.

 

May 2029

 

 

6,350

 

 

 

44

 

 

 

6,902

 

 

 

55

 

Hoffmaster Group, Inc.

 

February 2028

 

 

2,096

 

 

 

 

 

 

2,096

 

 

 

6

 

HydroSource Logistics, LLC

 

April 2029

 

 

475

 

 

 

 

 

 

1,329

 

 

 

 

Milk Makeup LLC

 

March 2030

 

 

6,831

 

 

 

154

 

 

 

 

 

 

 

Pallet Logistics of America, LLC

 

November 2026

 

 

1,514

 

 

 

21

 

 

 

1,514

 

 

 

30

 

Pallet Logistics of America, LLC

 

November 2029

 

 

2,346

 

 

 

33

 

 

 

3,027

 

 

 

61

 

Red Robin International, Inc.

 

March 2027

 

 

1,378

 

 

 

22

 

 

 

752

 

 

 

22

 

RPM Purchaser, Inc.

 

September 2025

 

 

3,667

 

 

 

 

 

 

3,667

 

 

 

 

Signature Brands, LLC

 

March 2025

 

 

 

 

 

 

 

 

3,654

 

 

 

350

 

VoltaGrid, LLC

 

February 2029

 

 

 

 

 

 

 

 

2,995

 

 

 

24

 

Total

 

 

 

$

56,491

 

 

$

844

 

 

$

63,028

 

 

$

1,110

 

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of March 31, 2025, the Company is not aware of any pending or threatened litigation.

In the normal course of business, the Company enters into contracts which provide a variety of representations and warranties, and that provide general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.

6.
Members' Capital

 

The Company’s Unit activity for the three months ended March 31, 2025 and 2024, was as follows (See Note 1):

 

 

Three months ended March 31,

 

 

2025

 

 

2024

 

Units at beginning of period

 

 

12,745,660

 

 

 

10,709,060

 

Units issued and committed during the period

 

 

 

 

 

2,036,600

 

Units issued and committed at end of period

 

 

12,745,660

 

 

 

12,745,660

 

No deemed distributions and contributions were processed during the three months ended March 31, 2025.

29


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

7.
Credit Facilities

On March 8, 2022, the Company entered into a senior secured revolving credit facility (the “Subscription Based Credit Facility” fka the “March 2022 Credit Facility”) among the Company, as borrower, and PNC Bank, National Association, as administrative agent and committed lender (“PNC”). The Subscription Based Credit Facility provides for a revolving credit line of up to $200,000 (the “Subscription Based Credit Facility Maximum Commitment”), subject to the lesser of (i) a percentage of unfunded commitments from certain classes of eligible investors in the Company (the “Subscription Based Credit Facility Borrowing Base”) and (ii) the Subscription Based Credit Facility Maximum Commitment. The Subscription Based Credit Facility has an initial commitment of $200,000 and may be periodically increased in amounts designated by the Company, up to an aggregate amount of $400,000. The maturity date of the Subscription Based Credit Facility is March 7, 2025, unless such date is extended at the Company’s option for a term of up to 12 months per such extension. Borrowings under the Subscription Based Credit Facility bear interest at a rate equal to either (a) a base rate calculated in a customary manner (which will never be less than the adjusted SOFR rate plus 1.00%) plus 0.75% or (b) adjusted SOFR rate calculated in a customary manner plus 1.75%.

The Subscription Based Credit Facility is secured by a first priority security interest, subject to customary exceptions, in (i) all of the capital commitments of the investors in the Company, (ii) the Company’s right to make capital calls, receive payment of capital contributions from the investors and enforce payment of the capital commitments and capital contributions under the Company’s operating agreement and (iii) a cash collateral account into which the capital contributions from the investors are made. The Subscription Based Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Company fail to satisfy certain covenants. As of March 31, 2025, the Company was in compliance with such covenants.

On March 7, 2025 the Company entered into the first amendment to the Subscription Based Credit Facility (the “First Amendment to the Subscription Based Credit Facility”). The First Amendment to the Subscription Based Credit Facility increased the applicable margin from 1.75% to 2.10%, decreased the Subscription Based Credit Facility Maximum Commitment from $200,000 to $50,000 and extended the stated maturity date from March 7, 2025 to March 6, 2026.

On September 13, 2022, TCW DL VIII Financing LLC (the “Borrower” or “TCW DL VIII Financing”), a newly-formed, wholly-owned, special purpose financing subsidiary of the Company entered into a senior secured credit facility (the “Asset Based Credit Facility” fka the “September 2022 Credit Facility” and together with the Subscription Based Credit Facility, the “Credit Facilities”) pursuant to a credit and security agreement with PNC, as facility agent, the lenders from time to time party thereto, U.S. Bank National Association, as custodian, and Alter Domus (US) LLC, as collateral agent and collateral administrator.

The Asset Based Credit Facility provides for an aggregate principal amount of up to $250,000 of revolving and term loans (the “Asset Based Credit Facility Maximum Commitment”), subject to compliance with a borrowing base (the “Asset Based Credit Facility Borrowing Base”). The Asset Based Credit Facility Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $800,000, subject to lender consent and obtaining commitments for the increase. Under the Asset Based Credit Facility, the Borrower may make borrowings of (i) revolving loans (the “Asset Based Revolving Credit Facility” and together with the Subscription Based Credit Facility, the “Revolving Credit Facilities”) during the period commencing September 13, 2022 and ending on September 13, 2025 and (ii) term loans (the “Term Loan”) during the period commencing September 13, 2022 and ending on September 13, 2023, unless, in the case of (i) and (ii), there is an earlier termination of the Asset Based Credit Facility or event of default thereunder. The Asset Based Credit Facility will mature on September 13, 2027. Borrowings under the Asset Based Credit Facility will bear interest at a fluctuating rate of interest per annum equal to, at the Borrower’s option, either (i) a SOFR reference rate plus the facility margin of 2.25% per annum or (ii) the Base Rate plus the facility margin of 2.25% per annum.

The Borrower’s obligations under the Asset Based Credit Facility are secured by a first priority security interest in all of the assets of the Borrower, including its portfolio of loans which will be contributed by the Company to the Borrower in exchange for 100% of the membership interest of the Borrower and any payments received in respect of such loans. The Company may contribute or sell to the Borrower additional loans from time to time after the closing date, which shall be pledged in favor of the lenders under the Asset Based Credit Facility.

Under the Asset Based Credit Facility, the Borrower has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities. The Asset Based Credit Facility also includes events of default that are customary for similar credit facilities. As of March 31, 2025, the Borrower was in compliance with such covenants.

30


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

7.
Credit Facilities (Continued)

On August 11, 2023, the Company amended the Asset Based Credit Facility and entered into the Amendment No. 1 to Credit and Security Agreement ("Amendment No. 1"). Amendment No. 1 increased the Asset Based Credit Facility Maximum Commitment from $250,000 to $400,000 which is comprised of $200,000 each of the revolving loan and term loan commitments, respectively. In addition, the term SOFR Adjustment has been deleted and the Facility Margin Level shall be 2.90% per annum.

On February 2, 2024, the Company amended the Asset Based Credit Facility and entered into the Amendment No. 2 to Credit and Security Agreement ("Amendment No. 2"). Amendment No. 2 increased the Asset Based Credit Facility Maximum Commitment from $400,000 to $800,000 which is comprised of $400,000 each of the revolving loan and term loan commitments, respectively.

Borrowings of the Borrower are non-recourse to the Company but are considered borrowings of the Company for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.

A summary of amounts outstanding and available under the Credit Facilities as of March 31, 2025 and December 31, 2024 was as follows:

 

Credit Facilities

 

Total Facility
Commitment

 

 

Borrowings
Outstanding

 

 

Available
Amount
(1)

 

Subscription Based Credit Facility – March 31, 2025

 

$

50,000

 

 

$

34,000

 

 

$

16,000

 

Asset Based Credit Facility – March 31, 2025

 

$

800,000

 

 

$

469,200

 

 

$

174,568

 

Subscription Based Credit Facility – December 31, 2024

 

$

200,000

 

 

$

 

 

$

200,000

 

Asset Based Credit Facility – December 31, 2024

 

$

800,000

 

 

$

400,000

 

 

$

207,527

 

(1)
The amount available considers any limitations related to the debt facility borrowing.

As of March 31, 2025 and December 31, 2024 borrowings under the Asset Based Credit Facility consisted of $400,000 and $400,000, respectively, of Term Loans and $69,200 and $0, respectively of revolving credit lines.

Costs associated with the revolving credit lines are recorded as deferred financing costs on the Company's Consolidated Statements of Assets and Liabilities and such costs are being amortized over the lives of the respective Credit Facilities. Costs associated with the Term Loan are recorded as a reduction of the Term Loan on the Company's Consolidated Statements of Assets and Liabilities and such costs are being amortized over the life of the Term Loan.

The Company incurred financing costs of $2,704 in connection with Amendment No. 2, of which $1,352 was recorded by the Company as deferred financing costs on its Consolidated Statements of Assets and Liabilities and $1,352 was recorded by the Company as a reduction of the Term Loan on its Consolidated Statements of Assets and Liabilities. The financing costs are being amortized over the term of the Asset Based Credit Facility.

As of March 31, 2025 and December 31, 2024, $871 and $1,150, respectively of deferred financing costs related to the revolving credit lines had yet to be amortized and $701 and $1,081, respectively of deferred financing costs related to the Term Loan have yet to be amortized.

A reconciliation of amounts presented on the Company’s Consolidated Statements of Assets and Liabilities versus amounts outstanding on the Term Loan is as follows:

 

 

 

As of March 31, 2025

 

 

As of December 31, 2024

 

Principal amount outstanding on Term Loan

 

$

400,000

 

 

$

400,000

 

Deferred financing costs

 

 

(701

)

 

 

(1,081

)

Term Loan (as presented on the Consolidated Statements of Assets and Liabilities)

 

$

399,299

 

 

$

398,919

 

 

31


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

7.
Credit Facilities (Continued)

The carrying amount of the Credit Facilities, which is categorized as Level 2 within the fair value hierarchy as of March 31, 2025 approximates its fair value. Valuation techniques and significant inputs used to determine fair value include Company performance; credit, market and liquidity risk and events; financial health of the Company; place in the capital structure; interest rate; and the respective credit agreement’s terms and conditions.

 

 

 

The summary information regarding the Credit Facilities for the three months ended March 31, 2025 was as follows:

 

 

Three months ended March 31,

 

 

2025

 

 

2024

 

Credit Facilities interest expense

 

$

7,530

 

 

$

6,179

 

Undrawn commitment fees

 

 

422

 

 

 

688

 

Administrative fees

 

 

20

 

 

 

 

Amortization of deferred financing costs

 

 

841

 

 

 

710

 

Total

 

$

8,813

 

 

$

7,577

 

Weighted average interest rate

 

 

7.22

%

 

 

7.96

%

Average outstanding balance

 

$

417,342

 

 

$

307,097

 

 

8.
Income Taxes

The Company has elected to be regulated as a BDC under the 1940 Act and has also elected to be treated as a RIC under the Code and has made such an election beginning with the taxable year ending December 31, 2022. So long as the Company maintains its status as a RIC, it will generally not pay corporate-level U.S. Federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually to its Unitholders as dividends. The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

Federal Income Taxes: It is the policy of the Company to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and distribute all of its net taxable income and any net realized gains on investments to its shareholders. Therefore, no federal income tax provision is required.

 

As of March 31, 2025 and December 31, 2024, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows:

 

 

March 31, 2025

 

 

December 31, 2024

 

Cost of investments for federal income tax purposes

 

$

1,146,639

 

 

$

1,040,123

 

Unrealized appreciation

 

$

9,320

 

 

$

8,619

 

Unrealized depreciation

 

$

(24,028

)

 

$

(18,798

)

Net unrealized depreciation on investments

 

$

(14,708

)

 

$

(10,179

)

The Company did not have any unrecognized tax benefits as of December 31, 2024, nor were there any increases or decreases in unrecognized tax benefits for the period then ended; therefore, no interest or penalties were accrued.

32


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

9.
Segment Reporting

The Company represents a single operating segment as the operating results of the Company are monitored as a whole and its long-term asset allocation is determined in accordance with the terms of its prospectus, based on defined investment objectives that is executed by the Company’s portfolio management team. The Company's Chief Financial Officer, serves as the Company’s chief operating decision maker (“CODM”), who acts in accordance with the Board's reviews and approvals. The CODM uses financial information, such as changes in members' capital from operations, changes in members' capital from Company share transactions, and income and expense ratios, consistent with that presented within the accompanying consolidated financial statements and financial highlights to assess the Company’s profits and losses and to make resource allocation decisions, such as the need to obtain additional funding or make distributions. Segment assets are reflected in the Company's Consolidated Statements of Assets and Liabilities as members' capital, which consists primarily of investments at fair value, and significant segment expenses are listed in the accompanying Consolidated Statements of Operations.

33


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

10.
Financial Highlights

 

Selected data for a unit outstanding throughout the three months ended March 31, 2025 and 2024 is presented below.

 

 

For the three months ended March 31,

 

 

2025(1)

 

 

2024(1)

 

Net Asset Value Per Unit (accrual base), Beginning of Period

 

$

96.87

 

 

$

98.95

 

Net Increase in Common Unitholder NAV from Prior Year(2)

 

 

 

 

 

0.17

 

Income from Investment Operations:

 

 

 

 

 

 

Net investment income

 

 

1.50

 

 

 

1.35

 

Net realized and unrealized loss

 

 

(0.33

)

 

 

(0.39

)

Total income from investment operations

 

 

1.17

 

 

 

0.96

 

Less Distributions:

 

 

 

 

 

 

From net investment income

 

 

(1.96

)

 

 

(0.45

)

Return of capital

 

 

 

 

 

(0.02

)

Total distributions

 

 

(1.96

)

 

 

(0.47

)

Net Asset Value Per Unit (accrual base), End of Period

 

$

96.08

 

 

$

99.61

 

Unitholder Total Return(3)(4)

 

 

2.31

%

 

 

2.51

%

Unitholder IRR before incentive fee(5)

 

 

14.61

%

 

 

15.14

%

Unitholder IRR(5)

 

 

12.59

%

 

 

12.95

%

Ratios and Supplemental Data:

 

 

 

 

 

 

Members’ Capital, end of period

 

$

601,141

 

 

$

498,780

 

Units outstanding, end of period

 

 

12,745,660

 

 

 

12,745,660

 

Ratios based on average net assets of Members’ Capital:

 

 

 

 

 

 

Ratio of total expenses to average net assets(6)

 

 

10.16

%

 

 

10.59

%

Ratio of financing cost to average net assets(4)

 

 

1.45

%

 

 

1.58

%

Ratio of net investment income to average net assets(6)

 

 

12.83

%

 

 

14.45

%

Ratio of incentive fees to average net assets(6)

 

 

1.76

%

 

 

1.82

%

Credit facility payable

 

 

503,200

 

 

 

346,789

 

Asset coverage ratio

 

 

2.19

 

 

 

2.44

 

Portfolio turnover rate(4)

 

 

1.55

%

 

 

7.65

%

(1)
Per unit data was calculated using the number of Units issued and outstanding as of March 31, 2025 and 2024.
(2)
Adjustment to NAV per Unit is attributable to the 734,300 Units and 1,302,300 Units issued on January 18, 2024 and March 19 2024, respectively, at $100 per Unit. See Note 1 in the financial statements.
(3)
The Total Return for the three months ended March 31, 2025 and 2024 was calculated by taking total income from investment operations for the period divided by the weighted average capital contributions from the Members during the period. The return does not reflect sales load and is net of management fees and expenses.
(4)
Not annualized.
(5)
The Internal Rate of Return ("IRR") since inception for the Common Unitholders, after management fees, financing costs and operating expenses, but before incentive fees is 14.61%. The IRR since inception for the Common Unitholders, after management fees, financing costs and operating expenses, is 12.59% through March 31, 2025. The IRR is computed based on cash flow due dates contained in notices to Members (contributions from and distributions to the Common Unitholders) and the net assets (residual value) of the Members’ Capital account at period end. The IRR is calculated based on the fair value of investments using principles and methods in accordance with GAAP and does not necessarily represent the amounts that may be realized from sales or other dispositions. Accordingly, the return may vary significantly upon realization.
(6)
Annualized except for organizational costs.

 

 

34


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2025

 

11.
Subsequent Events

The Company has evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that require recognition or disclosure in these consolidated financial statements.

 

35


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or future performance or financial condition of TCW Direct Lending VIII LLC. For simplicity, this report uses the terms “Company,” “we,” “us,” and “our” to refer to TCW Direct Lending VIII LLC and where appropriate in the context, its wholly-owned subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation:

an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
an economic downturn could disproportionately impact the companies which we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;
a contraction of available credit could impair our ability to obtain leverage;
a decline in interest rates could adversely impact our results as all of our debt investments bear interest based on floating rates;
the impact of current global economic conditions, including those caused by inflation, an elevated interest rate environment and geopolitical events;
interest rate volatility could adversely affect our results, particularly to the extent we use leverage as part of our investment strategy;
our future operating results;
our business prospects and the prospects of our portfolio companies;
our contractual arrangements and relationships with third parties;
the ability of our portfolio companies to achieve their financial and other business objectives;
competition with other entities and our affiliates for investment opportunities;
the impact of changing market conditions and lending standards on our ability to compete with other industry participants, including other business development companies, private and public funds, individual and institutional investors, and financial institutions for investment opportunities;
an inability to replicate the historical success of any previously launched fund managed by the private credit team of our investment adviser, TCW Asset Management Company LLC (the “Adviser”, also the “Administrator”);
the speculative and illiquid nature of our investments;
the use of borrowed money to finance a portion of our investments;
the adequacy of our financing sources and working capital, and our ability to generate sufficient cash to pay our operating expenses;
the costs associated with being an entity registered with the Securities and Exchange Commission (“SEC”);
uncertainty surrounding global political and financial stability, including the liquidity of the banking industry and the risk of recession or a shutdown of government services;

36


 

changes or potential disruptions in our operations and the operations of our portfolio companies, the economy, financial markets or political environment, including those caused by tariffs and trade disputes with other countries, supply chain issues, inflation and an elevated interest rate environment;
risks associated with possible disruption in our operations, the operations of our portfolio companies or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters, pandemics or cybersecurity incidents;
the loss of key personnel of the Adviser;
the timing of cash flows, if any, from the operations of our portfolio companies;
the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;
the ability of the TCW Group, Inc. to attract and retain highly talented professionals that can provide services to the Adviser and Administrator;
our ability to qualify and maintain our qualification as a regulated investment company, or “RIC,” under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”) and the related tax implications;
the effect of legal, tax and regulatory changes; and
the other risks, uncertainties and other factors we identify under “Part I—Item 1A. Risk Factors” in the Form 10-K that we filed with the SEC on March 26, 2025.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward- looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “1934 Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this report because we are regulated under the 1940 Act as an investment company.

Overview

We were formed on September 3, 2020 as a limited liability company under the laws of the State of Delaware. We have conducted and expect to further conduct private offerings of our common limited liability company units (the “Units”) to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

We are an externally managed, closed-end, non-diversified management investment company. On July 22, 2021, we filed an election to be regulated as a BDC under the 1940 Act. We also filed an election to be treated for U.S. Federal income tax purposes as a RIC under Subchapter M of the Code and have made such an election beginning with the taxable year ending December 31, 2022. As a BDC and a RIC, we are required to comply with certain regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.

On May 27, 2021 (“Inception Date”), the we and issued 10 Common Units at an aggregate purchase price of $1.0 thousand to TCW Asset Management Company (“TAMCO”). On January 21, 2022, (the “Initial Closing Date”) we began accepting subscription agreements from investors for the private sale of our Units and we completed the first closing of the sale of our Units pursuant to which we sold 4,543,770 Units for an aggregate purchase price of $454.4 million. On July 8, 2022 we completed the second closing of the sale of our Units pursuant to which we sold 2,178,280 Common Units for an aggregate offering price of $217.8 million. On November 14, 2022, we completed the third closing of the sale of our Common Units pursuant to which we sold 642,500 Common Units for an aggregate offering price of $64.3 million

On January 6, 2023, our Board of Directors approved a 6-month extension of the period for which we may continue to accept subscription agreements and issue Units (the "Closing Period") from January 21, 2023 to July 21, 2023. On July 26, 2023, our Amended and Restated Limited Liability Company Agreement was amended to extend the Closing Period to be the twenty-four month period following our initial closing, until January 21, 2024 by a majority vote of our Unitholders.. On April 3, 2023, we completed the fourth closing of the sale of our Common Units pursuant to which we sold 1,025,550 Common Units for an aggregate offering price of $102.6 million. On July 24, 2023, we completed the fifth closing of the sale of our Common Units pursuant to which we sold

37


 

1,173,625 Common Units for an aggregate offering price of $117.4 million. On December 13, 2023, we completed the sixth closing of the sale of our Common Units pursuant to which we sold 1,145,325 Common Units for an aggregate offering price of $114.5 million. On January 18, 2024, we completed the seventh closing of the sale of our Common Units pursuant to which we sold 734,300 Common Units for an aggregate offering price of $73.4 million. On February 16, 2024, our Amended and Restated Limited Liability Company Agreement was amended such that the definition of the Closing Period was amended to be the twenty-six month period following the Initial Closing Date which ended on March 21, 2024. On March 19, 2024, we completed the final closing of the sale of our Common Units pursuant to which the Company sold 1,302,300 Common Units for an aggregate offering price of $130.2 million. As of March 31, 2025, we have sold 12,745,660 Units for an aggregate offering price of $1.3 billion. Each Unitholder is obligated to contribute capital equal to their Commitment and each Unit’s Commitment obligation is $100.00 per unit. The sale of the Units was made pursuant to subscription agreements entered into by us and each investor. Under the terms of the subscription agreements, we may draw down all or any portion of the undrawn commitment with respect to each Unit generally upon at least ten business days’ prior written notice to the unitholders. The amount of capital that remains to be drawn down and contributed is referred to as an “Undrawn Commitment.” All Units that are issued will be issued prior to the end of the Closing Period.

Our Commitment Period commenced on the Initial Closing Date and will end on February 1, 2026, which is the later of (a) January 21, 2026, four years from the Initial Closing Date and (b) February 1, 2026, four years from the date in which the Company first completed an investment. However, the Commitment Period is subject to termination upon the occurrence of Key Person Event defined as follows: A “Key Person Event” will occur if, during the Commitment Period, (i) Richard T. Miller and one or more Suzanne Grosso, Mark Gertzof and David Wang (each of such four Persons, a “Key Person” and collectively, the “Key Persons”) fail to devote substantially all (i.e. more than 85%) of his or her business time to the investment activities of the Company, the prior funds, any successor funds and any fund(s) managed by the Adviser or an affiliate of the Adviser that are managed within the Private Credit Group (together, the “Related Entities”); or (ii) Ms. Grosso, Mr. Gertzof and Mr. Wang all fail to devote substantially all of their business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a temporary disability; provided that if a replacement has been approved as described in the paragraphs below, such replacement shall be specifically designated to take the place of one of the above-named individuals and the definition “Key Person Event” will be amended to take into account such successor.

Upon the occurrence of a Key Person Event, and in the event that the Adviser fails to replace the above-referenced individuals in the manner contemplated by the last sentence of this paragraph, the Commitment Period shall be automatically terminated upon such Key Person Event. The Commitment Period will be re-instated upon the vote or written consent of 66 2/3% in interest of the Unitholders. The Adviser is permitted at any time to replace any person designated above with a senior professional (including a Key Person) selected by the Adviser, provided that such replacement has been approved by a majority of the Unitholders (in which case, the approved substitute will be a Key Person in lieu of the person replaced). The determination of whether a Key Person Event has occurred will be made by the Company in accordance with the criteria set out above. If, during the Commitment Period, any Key Person shall fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities other than as a result of temporary disability (the occurrence of such event, a “Key Person Departure”), the Company shall provide written notice to Unitholders of such Key Person Departure within 30 days of the date of such Key Person Departure. If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided herein, then notwithstanding anything herein, the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of the majority of the Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the Person replaced) no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key Person. If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.

In accordance with the Company’s amended and restated Limited Liability Company Agreement, the Company may complete investment transactions that were significantly in process as of the end of the Commitment Period and which the Company reasonably expects to be consummated prior to 90 days subsequent to the expiration date of the Commitment Period. The Company may also effect follow-on investments in existing portfolio companies up to an aggregate maximum of 10% of aggregate cumulative invested amounts.

We commenced operations during the first quarter of fiscal year 2022.

On May 13, 2022, we formed a wholly-owned subsidiary, TCW DL VIII Financing LLC, a single member Delaware limited liability company. On April 2, 2024, we formed a wholly-owned subsidiary, TCW DL HDR LLC, a single member Delaware limited liability company.

38


 

Revenues

We generate revenues in the form of interest income and capital appreciation by providing private capital to middle market companies operating in a broad range of industries primarily in the United States. Our highly negotiated private investments include senior secured loans, unsecured senior loans, subordinated and mezzanine loans, convertible securities, notes and other non-convertible debt securities, equity securities, and equity-linked securities such as options and warrants. However, our investment bias is towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments. Although we do not currently expect the Private Credit Group to originate a significant amount of investments for us with the use of payment-in-kind ("PIK") interest features, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, from time to time we may make investments that contain such features or that subsequently incorporate such features after origination.

We are primarily focused on investing in senior secured debt obligations, although there may be occasions where the investment may be unsecured. We also consider an equity investment as the primary security, in combination with a debt obligation, or as a part of total return strategy. Our investments are mostly in corporations, partnerships or other business entities. Additionally, in certain circumstances, we may co-invest with other investors and/or strategic partners indirectly in a company through an investment vehicle. While we invest primarily in U.S. companies, there are certain instances where we invest in companies domiciled elsewhere.

Expenses

We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided through the Administration Agreement and the Advisory Agreement.

We, and indirectly our Unitholders, bear all costs, expenses and liabilities, other than Adviser Operating Expenses (as defined below, and which shall be borne by the Adviser), in connection with our organization, operations, administration and transactions (“Company Expenses”). Company Expenses shall include, without limitation: (a) organizational expenses and expenses associated with the issuance of the Units and organizational expenses of a related entity organized and managed by the Adviser or an affiliate of the Adviser as a feeder fund for the Company and issuance of interests therein; (b) expenses of calculating our net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring our financial and legal affairs, providing administrative services, monitoring or administering our investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with our reporting and compliance obligations under the 1940 Act, the 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance our investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under the Administration Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes and other governmental charges assessed against us; (n) independent directors’ fees and expenses and the costs associated with convening a meeting of our board of directors or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units; (p) costs of any reports, proxy statements or other notices to Unitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of our consolidated financial statements and tax returns; (r) our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to us; (u) compensation of other third party professionals to the extent they are devoted to preparing our consolidated financial statements or tax returns or providing similar “back office” financial services to us; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for us, monitoring our investments and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to us, including in each case services with respect to the proposed purchase or sale of securities by us that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying our operating agreement (the “LLC Agreement”) or Advisory Agreement or related documents of us or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities; and (bb) all

39


 

other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering our business.

However, we do not bear more than (a) an amount equal to 10 basis points of our aggregate Commitments for organizational expenses and offering expenses in connection with the offering of Units through the Closing Period (see “The Private Offering—Closing Period”) and (b) 12.5 basis points of the greater of total commitments or total assets computed annually for Company Expenses (the “Company Expenses Limitation”); provided, that, any amount by which actual annual expenses in (b) exceed the Company Expenses Limitation shall be reimbursed to us by the Adviser in the year such excess is incurred with any partial year assessed and reimbursed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the Company Expenses Limitation in (b), the following expenses shall be excluded and shall be borne by us as incurred without regard to the Company Expenses Limitation in (b): the Management Fee, the Incentive Fee, organizational and offering expenses (which are subject to the separate cap), amounts incurred in connection with our borrowings (including collateral agent (security trustee) fees, interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against us, out-of-pocket expenses of calculating our net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of our portfolio investments performed by our independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to us, out-of-pocket costs and expenses relating to any reorganization or liquidation of the Company, directors and officers/errors and omissions liability insurance, and any extraordinary expenses (such as litigation expenses and indemnification payments). Notwithstanding the foregoing, amounts reimbursed pursuant to the Company Expenses Limitation in any year may be carried forward by the Adviser and recouped in future years where the Company Expenses Limitation is not exceeded but in no event will we carryforward to future periods the amount by which actual annual Company Expenses for a year exceed the Company Expenses Limitation for more than three years from the date on which such expenses were reimbursed.

“Adviser Operating Expenses” means overhead and operating and administrative expenses incurred by or on behalf of the Adviser or any of its affiliates, including us, in connection with maintaining and operating the Adviser’s office, including salaries and other compensation (including compensation due to its officers), rent, routine office equipment expense and liability and insurance premiums (other than (i) those incurred in maintaining fidelity bonds and Indemnitee insurance policies and (ii) the allocable portion of the Administrator’s overhead in performing its obligations), in furtherance of providing supervisory investment management services for us. For the avoidance of doubt, Adviser Operating Expenses include any expenses incurred by the Adviser or its affiliates in connection with the Adviser’s registration as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), or with its compliance as a registered investment adviser thereunder.

All Adviser Operating Expenses and all our expenses that we do not bear, as set forth above, are borne by the Adviser or its affiliates.

In connection with our borrowings, our lenders require us to pledge assets, Commitments and/or the right to draw down on Commitments. In this regard, the Subscription Agreement contractually obligates each of our investors to fund their respective Commitments in order to pay amounts that may become due under any borrowings or other financings or similar obligations.

Costs incurred to organize the Company are expensed as incurred. Offering costs are accumulated and will be charged directly to Members’ Capital at the end of the period during which Units will be offered (the “Closing Period”). We will not bear more than an amount equal to 10 basis points of the aggregate capital commitments to the Company through the Units (in aggregate, the “Commitments”) of the Company for organization and offering costs in connection with the offering of the Units through the Closing Period. Since inception, we have expensed $0.7 million in organizational costs, of which $0 was expensed during the three months ended March 31, 2025. Since inception, we have incurred $0.3 million of offering costs all of which were charged directly to Members’ Capital as of December 31, 2023.

Critical Accounting Policies and Estimates

Investments at Fair Value

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described below. The critical accounting estimates should be read in

40


 

conjunction with our risk factors as disclosed in “Item 1A. Risk Factors.” See Note 3 to our consolidated financial statements for more information on our critical accounting policies.

Investments that we hold for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by the Board of Directors (the “Board”) based on similar instruments, internal assumptions and the weighting of the best available pricing inputs. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" with respect to the fair valuation of our portfolio securities, subject to oversight by and periodic reporting to the Board.

Fair Value Hierarchy: Assets and liabilities are classified by us into three levels based on valuation inputs used to determine fair value:

Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.

Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs.

Level 3 values are based on significant unobservable inputs that reflect our determination of assumptions that market participants might reasonably use in valuing the assets.

Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.

Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 1), generally includes common stock valued at the closing price on the primary exchange in which the security trades.

Level 2 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 2), generally includes warrants valued using quotes for comparable investments.

Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine the fair value of investments in private debt and equity for which reliable market quotations are not available. Some of the inputs are independently observable however, a significant portion of the inputs and the internal assumptions applied are unobservable.

Debt, (Level 3), includes investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. An income method approach incorporating a weighted average cost of capital and discount rate, or a market method approach using prices and other relevant information generated by market transactions involving identical or comparable assets, is generally used to determine fair value, though some cases use an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.

Equity, (Level 3), generally includes common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used it follows the income approach. The Black-Scholes pricing model takes into account the contract terms as well as multiple inputs, including: time value, implied volatility, equity prices and interest rates. A liquidity discount based on current market expectations, future events, minority ownership position and the period management reasonably expects to hold the investment may be applied.

Pricing inputs and weightings applied to determine value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.

41


 

Income Recognition

Interest income and interest income paid-in-kind are recorded on an accrual basis unless doubtful of collection or the related investment is in default.

Although we do not currently expect the Private Credit Group to originate a significant amount of investments for us with the use of PIK interest features, from time to time we may make investments that contain such features or that subsequently incorporate such features after origination. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. To maintain our tax status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends for the year the income was earned, even though we have not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest. For the three months ended March 31, 2025, PIK interest income earned was $4.1 million, representing 11.8% of investment income. For the three months ended March 31, 2024, PIK interest income earned was $1.0 million, representing 3.2% of investment income.

Realized gains and losses on investments are recorded on a specific identification basis. We typically receive a fee in the form of a discount to the purchase price at the time it funds an investment in a loan. The discount is accreted to interest income over the life of the respective loan, using the effective-interest method assuming there are no questions as to collectability, and reflected in the amortized cost basis of the investment. Ongoing facility, commitment or other additional fees including prepayment fees, consent fees and forbearance fees are recognized immediately when earned as income.

We may enter into certain intercreditor agreements that entitle us to the “last out” tranche of first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. In certain cases, we may receive a higher interest rate than the contractual stated interest rate as disclosed on our Consolidated Schedule of Investments.

Certain investments have an unfunded loan commitment for a delayed draw term loan or revolving credit. We earn an unused commitment fee on the unfunded commitment during the commitment period. The expiration date of the commitment period may be earlier than the maturity date of the investment stated above. See Note 5—Commitments and Contingencies.

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection.

Investment Activity

As of March 31, 2025, our portfolio consisted of 59 debt investments and six equity investments. Based on fair values as of March 31, 2025, our portfolio was 99.8% invested in debt investments which were all senior secured term loans and revolving loans and 0.2% invested in equity investments which were warrants. A debt investment in one portfolio company was on non-accrual status as of March 31, 2025, representing 0.0% and 0.5% of our portfolio's fair value and cost, respectively.

As of December 31, 2024, our portfolio consisted of 50 debt investments and two equity investments. Based on fair values as of December 31, 2024, our portfolio was 100.0% invested in debt investments which were all senior secured term loans and revolving loans and 0.0% invested in equity investments which were warrants. A debt investment in one portfolio company was on non-accrual status as of December 31, 2024, representing 0.0% and 0.6% of our portfolio's fair value and cost, respectively.

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The table below describes our debt and equity investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets by industry as of March 31, 2025:

 

Industry

 

Percent of Total Investments

 

Commercial Services & Supplies

 

 

11

%

Containers & Packaging

 

 

10

%

Food Products

 

 

9

%

Energy Equipment & Services

 

 

7

%

Specialty Retail

 

 

6

%

Hotels, Restaurants & Leisure

 

 

5

%

Personal Care Products

 

 

5

%

Metals & Mining

 

 

5

%

Health Care Equipment & Supplies

 

 

5

%

Automobile Components

 

 

5

%

Electrical Equipment

 

 

4

%

Information Technology Services

 

 

4

%

Machinery

 

 

3

%

Household Durables

 

 

3

%

Ground Transportation

 

 

3

%

Professional Services

 

 

3

%

Construction & Engineering

 

 

3

%

Oil, Gas & Consumable Fuels

 

 

2

%

Paper & Forest Products

 

 

2

%

Software

 

 

2

%

Transportation Infrastructure

 

 

2

%

Technology Hardware, Storage and Peripherals

 

 

1

%

Total

 

 

100

%

Interest income including interest income paid-in-kind, was $34.2 million and $29.2 million for the three months ended March 31, 2025 and 2024, respectively.

Results of Operations

Our operating results for the three months ended March 31, 2025 and 2024 were as follows (dollar amounts in thousands):

 

 

For the three months ended March 31,

 

 

2025

 

 

2024

 

Total investment income

 

$

34,355

 

 

$

29,907

 

Net expenses

 

 

15,181

 

 

 

12,662

 

Net investment income

 

 

19,174

 

 

 

17,245

 

Net realized gain on investments

 

 

 

 

 

109

 

Net change in unrealized appreciation/(depreciation) on investments

 

 

(4,262

)

 

 

(5,142

)

Net increase in Members’ Capital from operations

 

$

14,912

 

 

$

12,212

 

 

Total investment income

Total investment income for the three months ended March 31, 2025 and 2024 was $34.4 million and $29.9 million, respectively, and included other fee income of $0.1 million and $0.7 million, respectively. The increase in total investment income during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was due to the increase in our portfolio of the number of debt investments, which increased to 59 as of March 31, 2025 compared to 38 as of March 31, 2024. The increase in interest income was partially offset by a decrease in other fee income for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, which was primarily attributable to late closer fees received from investors purchasing Units during the closes which occurred during the three months ended March 31, 2024 that did not occur during the three months ended March 31, 2025.

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Total Expenses

 

Expenses for the three months ended March 31, 2025 and 2024 were as follows (dollar amounts in thousands):

 

 

For the three months ended March 31,

 

 

2025

 

 

2024

 

Expenses

 

 

 

 

 

 

Interest and credit facility expenses

 

$

8,813

 

 

$

7,577

 

Management fees

 

 

3,230

 

 

 

2,363

 

Incentive fees

 

 

2,631

 

 

 

2,173

 

Administrative fees

 

 

248

 

 

 

202

 

Professional fees

 

 

73

 

 

 

152

 

Directors’ fees

 

 

52

 

 

 

75

 

Organizational costs

 

 

 

 

 

18

 

Other expenses

 

 

134

 

 

 

102

 

Total expenses

 

$

15,181

 

 

$

12,662

 

Our total expenses for the three months ended March 31, 2025 and 2024 were $15.2 million and $12.7 million, respectively. Our total expenses include management fees attributed to the Adviser of $3.2 million and $2.4 million; and incentive fees of $2.6 million and $2.2 million for the three months ended March 31, 2025 and 2024, respectively.

Total expenses increased for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 due to increases in interest and credit facility expenses caused by a higher average outstanding debt balance during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 which was partially offset by a decrease in the weighted average interest rate. Management fees increased during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 due to the increase in the size of our portfolio of debt investments as previously described. Incentive fees increased during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 due to an increase in net investment income which has increased as a result of an increase in the number of investments in our portfolio.

Net investment income

Net investment income for the three months ended March 31, 2025 and 2024 was $19.2 million and $17.2 million, respectively. The increase in our net investment income during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily due to the increase in investment income and partially offset by an increase to expenses, as described above.

 

 

 

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Net change in unrealized appreciation/(depreciation) on non-controlled/non-affiliated investments

Our net change in unrealized appreciation/(depreciation) on non-controlled/non-affiliated investments for the three months ended March 31, 2025 and 2024 was ($4.3) million and ($5.1) million, respectively. Our net change in unrealized appreciation/(depreciation) for the three months ended March 31, 2025 was primarily attributable to the following investments (dollar amounts in thousands):

 

Issuer

 

Investment

 

Change in
Unrealized
Appreciation/
(Depreciation)

 

 

HydroSource Logistics, LLC

 

Warrant, expires 4/4/34

 

$

830

 

 

Follett Higher Education Group, Inc.

 

Term Loan

 

 

750

 

 

Sigmatron International, Inc.

 

Term Loan

 

 

692

 

 

Mark Andy, Inc.

 

Term Loan

 

 

471

 

 

Signature Brands, LLC

 

Delayed Draw Term Loan B

 

 

351

 

 

Milk Makeup LLC

 

Revolver

 

 

(205

)

 

VoltaGrid, LLC

 

Delayed Draw Term Loan B

 

 

(216

)

 

Five Star Buyer, Inc.

 

Term Loan

 

 

(263

)

 

Comprehensive Logistics Co., LLC

 

Term Loan

 

 

(272

)

 

Connect America.com, LLC

 

Last Out Term Loan

 

 

(357

)

 

Corcentric, Inc.

 

Term Loan

 

 

(431

)

 

The HC Companies, Inc.

 

Incremental Term Loan

 

 

(594

)

 

The HC Companies, Inc.

 

Term Loan

 

 

(1,001

)

 

Signature Brands, LLC

 

Term Loan

 

 

(4,304

)

 

All others

 

Various

 

 

287

 

 

Net change in unrealized appreciation/(depreciation)

 

 

 

$

(4,262

)

 

 

45


 

Our net change in unrealized appreciation/(depreciation) for the three months ended March 31, 2024 was primarily attributable to the following investments (dollar amounts in thousands):

 

Issuer

 

Investment

 

Change in
Unrealized
Appreciation/
(Depreciation)

 

 

Lenox Holdings, Inc.

 

Term Loan

 

$

851

 

 

RPM Purchaser, Inc.

 

Term Loan B

 

 

537

 

 

Jones Industrial Holdings, Inc.

 

Term Loan

 

 

426

 

 

D&D Buyer, LLC

 

Term Loan

 

 

397

 

 

CG Buyer, LLC

 

Term Loan

 

 

349

 

 

Del Real, LLC

 

Term Loan

 

 

277

 

 

Sunland Asphalt & Construction, LLC

 

Term Loan B

 

 

270

 

 

Jones Industrial Holdings, Inc.

 

Delayed Draw Term Loan

 

 

256

 

 

Corcentric, Inc.

 

Term Loan

 

 

240

 

 

Florida Marine Transporters, LLC

 

Term Loan B

 

 

213

 

*

Fenix Intermediate LLC

 

Delayed Draw Term Loan B-2

 

 

(280

)

 

Harvey Gulf Holdings, LLC

 

Term Loan A

 

 

(482

)

 

Hoffmaster Group, Inc.

 

Term Loan

 

 

(904

)

 

Harvey Gulf Holdings, LLC

 

Term Loan B

 

 

(1,046

)

 

Signature Brands, LLC

 

Term Loan

 

 

(1,154

)

 

HOP Energy, LLC

 

Term Loan

 

 

(1,194

)

 

Follett Higher Education Group, Inc.

 

Term Loan

 

 

(1,235

)

 

The HC Companies, Inc.

 

Term Loan

 

 

(1,321

)

 

Mark Andy, Inc.

 

Term Loan

 

 

(1,847

)

 

All others

 

Various

 

 

505

 

 

Net change in unrealized appreciation/(depreciation)

 

 

 

$

(5,142

)

 

*Includes reversal of previously recognized unrealized (depreciation)/appreciation. Recognized during the three months ended March 31, 2024 as realized gains/(losses) and/or accelerated original issue discount.

Net realized gain on investments

During the three months ended March 31, 2025 and 2024 we recognized $0 and $0.1 million, respectively, in realized gains on investments. We did not have any realized gains on investments during the three months ended March 31, 2025 as we did not dispose of any investments during the period. Our realized gain on investments for the three months ended March 31, 2024 was entirely attributable to the partial disposition of the Florida Marine Transporters, LLC term loan.

Net increase in Members’ Capital from operations

Our net increase in Members’ Capital from operations during the three months ended March 31, 2025 and 2024 was $14.9 million and $12.2 million, respectively. The increase during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 is primarily attributable to the increases in net investment income described above coupled with lower net unrealized losses on investments during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

 

46


 

Financial Condition, Liquidity and Capital Resources

As of March 31, 2025, we have sold 12,745,660 Units for an aggregate offering price of $1.3 billion. We commenced operations during the three months ended March 31, 2022. We generate cash from (1) drawing down capital in respect of Units, (2) cash flows from investments and operations and (3) borrowings from banks or other lenders.

Our primary use of cash is for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including expenses, the Management Fee, the Incentive Fee, and any indemnification obligations), (3) debt service of any borrowings and (4) cash distributions to the Unitholders.

 

As of March 31, 2025 and December 31, 2024, aggregate Commitments, Undrawn Commitments and subscribed for Units of the Company were as follows (dollar amounts in thousands):

 

 

March 31, 2025

 

 

December 31, 2024

 

Commitments

 

$

1,274,566

 

 

$

1,274,566

 

Undrawn commitments

 

$

623,504

 

 

$

623,504

 

Percentage of commitments funded

 

 

51.1

%

 

 

51.1

%

Units

 

 

12,745,660

 

 

 

12,745,660

 

On March 8, 2022, we entered into a senior secured revolving credit facility (the “Subscription Based Credit Facility” fka the “March 2022 Credit Facility”) among us, as borrower, and PNC Bank, National Association, as administrative agent and committed lender (“PNC”). The Subscription Based Credit Facility provides for a revolving credit line of up to $200.0 million (the “Subscription Based Credit Facility Maximum Commitment”), subject to the lesser of (i) a percentage of unfunded commitments from certain classes of eligible investors in the Company (the “Subscription Based Credit Facility Borrowing Base”) and (ii) the Subscription Based Credit Facility Maximum Commitment. The Subscription Based Credit Facility has an initial commitment of $200.0 million and may be periodically increased in amounts designated by us, up to an aggregate amount of $400.0 million. The maturity date of the Subscription Based Credit Facility is March 7, 2025, unless such date is extended at our option for a term of up to 12 months per such extension. Borrowings under the Subscription Based Credit Facility bear interest at a rate equal to either (a) a base rate calculated in a customary manner (which will never be less than the adjusted SOFR rate plus 1.00%) plus 0.75% or (b) adjusted SOFR rate calculated in a customary manner plus 1.75%.

The Subscription Based Credit Facility is secured by a first priority security interest, subject to customary exceptions, in (i) all of the capital commitments of the investors in the Company, (ii) our right to make capital calls, receive payment of capital contributions from the investors and enforce payment of the capital commitments and capital contributions under our operating agreement and (iii) a cash collateral account into which the capital contributions from the investors are made. The Subscription Based Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should we fail to satisfy certain covenants. As of March 31, 2025, we were in compliance with such covenants.

On March 7, 2025 we entered into the first amendment to the Subscription Based Credit Facility (the “First Amendment to the Subscription Based Credit Facility”). The First Amendment to the Subscription Based Credit Facility increased the applicable margin from 1.75% to 2.10%, decreased the Subscription Based Credit Facility Maximum Commitment from $200,000 to $50,000 and extended the stated maturity date from March 7, 2025 to March 6, 2026.

On September 13, 2022, TCW DL VIII Financing LLC (the “Borrower” or “TCW DL VIII Financing”), a newly-formed, wholly-owned, special purpose financing subsidiary of ours entered into a senior secured credit facility (the “Asset Based Credit Facility” fka the “September 2022 Credit Facility” and together with the Subscription Based Credit Facility, the “Credit Facilities”) pursuant to a credit and security agreement with PNC, as facility agent, the lenders from time to time party thereto, U.S. Bank National Association, as custodian, and Alter Domus (US) LLC, as collateral agent and collateral administrator.

47


 

The Asset Based Credit Facility provides for an aggregate principal amount of up to $250.0 million of revolving and term loans (the “Asset Based Credit Facility Maximum Commitment”), subject to compliance with a borrowing base (the “Asset Based Credit Facility Borrowing Base”). The Asset Based Credit Facility Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $800.0 million, subject to lender consent and obtaining commitments for the increase. Under the Asset Based Credit Facility, the Borrower may make borrowings of (i) revolving loans (the “Asset Based Revolving Credit Facility” and together with the Subscription Based Credit Facility, the “Revolving Credit Facilities”) during the period commencing September 13, 2022 and ending on September 13, 2025 and (ii) term loans (the “Term Loan”) during the period commencing September 13, 2022 and ending on September 13, 2023, unless, in the case of (i) and (ii), there is an earlier termination of the Asset Based Credit Facility or event of default thereunder. The Asset Based Credit Facility will mature on September 13, 2027. Borrowings under the Asset Based Credit Facility will bear interest at a fluctuating rate of interest per annum equal to, at the Borrower’s option, either (i) a SOFR reference rate plus the facility margin of 2.25% per annum or (ii) the Base Rate plus the facility margin of 2.25% per annum.

The Borrower’s obligations under the Asset Based Credit Facility are secured by a first priority security interest in all of the assets of the Borrower, including its portfolio of loans which will be contributed by us to the Borrower in exchange for 100% of the membership interest of the Borrower and any payments received in respect of such loans. We may contribute or sell to the Borrower additional loans from time to time after the closing date, which shall be pledged in favor of the lenders under the Asset Based Credit Facility.

Under the Asset Based Credit Facility, the Borrower has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities. The Asset Based Credit Facility also includes events of default that are customary for similar credit facilities. As of March 31, 2025, the Borrower was in compliance with such covenants.

On August 11, 2023, we amended the Asset Based Credit Facility and entered into the Amendment No. 1 to Credit and Security Agreement ("Amendment No. 1"). Amendment No. 1 increased the Asset Based Credit Facility Maximum Commitment from $250 million to $400 million which is comprised of $200 million each of the revolving loan and term loan commitments, respectively. In addition, the term SOFR Adjustment has been deleted and the Facility Margin Level shall be 2.90% per annum.

On February 2, 2024, we amended the Asset Based Credit Facility and entered into the Amendment No. 2 to Credit and Security Agreement ("Amendment No. 2"). Amendment No. 2 increased the Asset Based Credit Facility Maximum Commitment from $400 million to $800 million which is comprised of $400 million each of the revolving loan and term loan commitments, respectively.

Borrowings of the Borrower are non-recourse to us but are considered borrowings of ours for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.

A summary of amounts outstanding and available under the Credit Facilities as of March 31, 2025 and December 31, 2024 was as follows (dollar amounts in thousands):

 

Credit Facilities

 

Total Facility
Commitment

 

 

Borrowings
Outstanding

 

 

Available
Amount
(1)

 

Subscription Based Credit Facility – March 31, 2025

 

$

50,000

 

 

$

34,000

 

 

$

16,000

 

Asset Based Credit Facility – March 31, 2025

 

$

800,000

 

 

$

469,200

 

 

$

174,568

 

Subscription Based Credit Facility – December 31, 2024

 

$

200,000

 

 

$

 

 

$

200,000

 

Asset Based Credit Facility – December 31, 2024

 

$

800,000

 

 

$

400,000

 

 

$

207,527

 

(1)
The amount available considers any limitations related to the debt facility borrowing.

As of March 31, 2025 and December 31, 2024 borrowings under the Asset Based Credit Facility consisted of $400.0 million and $400.0 million, respectively, of Term Loans and $69.2 million and $0, respectively of revolving credit lines.

Costs associated with the the revolving credit lines are recorded as deferred financing costs on our Consolidated Statements of Assets and Liabilities and such costs are being amortized over the lives of the respective Credit Facilities. Costs associated with the Term Loan are recorded as a reduction of the Term Loan on the our Consolidated Statements of Assets and Liabilities and such costs are being amortized over the life of the Term Loan.

We incurred financing costs of $2.7 million in connection with Amendment No. 2, of which $1.3 million was recorded by us as deferred financing costs on our Consolidated Statements of Assets and Liabilities and $1.3 million was recorded by us as a reduction of the Term Loan on our Consolidated Statements of Assets and Liabilities. The financing costs are being amortized over the term of the Asset Based Credit Facility.

48


 

As of March 31, 2025 and December 31, 2024, $0.9 million and $1.2 million, respectively of deferred financing costs related to the revolving credit lines had yet to be amortized and $0.7 million and $1.1 million, respectively of deferred financing costs related to the Term Loan have yet to be amortized.

The carrying amount of the Credit Facilities, which is categorized as Level 2 within the fair value hierarchy as of March 31, 2025 approximates its fair value. Valuation techniques and significant inputs used to determine fair value include our performance; credit, market and liquidity risk and events; our financial health; place in the capital structure; interest rate; and the respective credit agreement’s terms and conditions.

The summary information regarding the Credit Facilities for the three months ended March 31, 2025 and 2024 was as follows (dollar amounts in thousands):

 

 

Three months ended March 31,

 

 

2025

 

 

2024

 

Credit Facilities interest expense

 

$

7,530

 

 

$

6,179

 

Undrawn commitment fees

 

 

422

 

 

 

688

 

Administrative fees

 

 

20

 

 

 

 

Amortization of deferred financing costs

 

 

841

 

 

 

710

 

Total

 

$

8,813

 

 

$

7,577

 

Weighted average interest rate

 

 

7.22

%

 

 

7.96

%

Average outstanding balance

 

$

417,342

 

 

$

307,097

 

 

We had the following unfunded commitments and unrealized depreciation by investment as of March 31, 2025 and December 31, 2024 (dollar amounts in thousands):

 

 

 

 

March 31, 2025

 

 

December 31, 2024

 

Unfunded Commitments

 

Maturity/
Expiration

 

Amount

 

 

Unrealized
Depreciation

 

 

Amount

 

 

Unrealized
Depreciation

 

Black Rock Coffee Holdings, LLC

 

September 2025

 

$

5,951

 

 

$

 

 

$

9,918

 

 

$

 

CF Newco, Inc.

 

December 2029

 

 

527

 

 

 

5

 

 

 

527

 

 

 

5

 

CG Buyer, LLC

 

July 2025

 

 

3,252

 

 

 

26

 

 

 

3,252

 

 

 

7

 

Comprehensive Logistics Co., LLC

 

March 2026

 

 

1,139

 

 

 

30

 

 

 

2,657

 

 

 

56

 

CSAT Holdings LLC

 

June 2028

 

 

1,836

 

 

 

39

 

 

 

2,885

 

 

 

52

 

D&D Buyer, LLC

 

October 2025

 

 

2,653

 

 

 

 

 

 

2,653

 

 

 

 

D&D Buyer, LLC

 

October 2028

 

 

3,352

 

 

 

 

 

 

2,076

 

 

 

 

Fenix Intermediate LLC

 

March 2026

 

 

11,607

 

 

 

406

 

 

 

11,607

 

 

 

395

 

Five Star Buyer, Inc.

 

February 2028

 

 

1,517

 

 

 

64

 

 

 

1,517

 

 

 

47

 

Great Kitchens Food Company, Inc.

 

May 2029

 

 

6,350

 

 

 

44

 

 

 

6,902

 

 

 

55

 

Hoffmaster Group, Inc.

 

February 2028

 

 

2,096

 

 

 

 

 

 

2,096

 

 

 

6

 

HydroSource Logistics, LLC

 

April 2029

 

 

475

 

 

 

 

 

 

1,329

 

 

 

 

Milk Makeup LLC

 

March 2030

 

 

6,831

 

 

 

154

 

 

 

 

 

 

 

Pallet Logistics of America, LLC

 

November 2026

 

 

1,514

 

 

 

21

 

 

 

1,514

 

 

 

30

 

Pallet Logistics of America, LLC

 

November 2029

 

 

2,346

 

 

 

33

 

 

 

3,027

 

 

 

61

 

Red Robin International, Inc.

 

March 2027

 

 

1,378

 

 

 

22

 

 

 

752

 

 

 

22

 

RPM Purchaser, Inc.

 

September 2025

 

 

3,667

 

 

 

 

 

 

3,667

 

 

 

 

Signature Brands, LLC

 

March 2025

 

 

 

 

 

 

 

 

3,654

 

 

 

350

 

VoltaGrid, LLC

 

February 2029

 

 

 

 

 

 

 

 

2,995

 

 

 

24

 

Total

 

 

 

$

56,491

 

 

$

844

 

 

$

63,028

 

 

$

1,110

 

 

49


 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, including valuation risk and changes in interest rates.

Valuation Risk. The majority of our investments are in instruments that do not have readily ascertainable market prices and the Adviser, as our valuation designee, will value these securities at fair value as determined in good faith under procedures approved by our Board of Directors. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk. As of March 31, 2025, 100% of our debt investments bore interest based on floating rates, such as SOFR. The interest rates on such investments generally reset by reference to the current market index after one to three months. As of March 31, 2025, the percentage of our floating rate debt investments that bore interest based on an interest rate floor was 0.0%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to three months only if the index exceeds the floor.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.

Based on our March 31, 2025 consolidated statement of assets and liabilities, the following table shows the annual impact on net investment income (excluding the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure (dollar amounts in thousands):

 

 

Interest Income

 

 

Interest Expense

 

 

Net Investment Income (Loss)

 

Up 300 basis points

 

$

34,242

 

 

$

15,306

 

 

$

18,936

 

Up 200 basis points

 

 

22,828

 

 

 

10,204

 

 

 

12,624

 

Up 100 basis points

 

 

11,414

 

 

 

5,102

 

 

 

6,312

 

Down 100 basis points

 

 

(11,142

)

 

 

(5,102

)

 

 

(6,040

)

Down 200 basis points

 

 

(22,068

)

 

 

(10,204

)

 

 

(11,864

)

Down 300 basis points

 

 

(28,594

)

 

 

(15,306

)

 

 

(13,288

)

 

50


 

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934). Based on that evaluation, our President and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934.

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

51


 

PART II. OTHER INFORMATION

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factor discussed below and the risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which could materially affect our business, financial condition and/or operating results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, on our performance.

There have been significant changes to United States trade policies, agreements and tariffs, and in the future there may be additional significant changes. These and any future developments, and continued uncertainty surrounding trade policies, agreements and tariffs, may have a material adverse effect on global economic conditions, inflation and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies' access to suppliers or customers, increase their supply-chain costs and expenses and could have material adverse effects on our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Sales of unregistered securities

Other than sales of the Company’s Units previously reported on Form 8-K, there have been no sales by the Company of unregistered securities.

On January 21, 2022, the Company began accepting subscription agreements from investors for the private sale of its Units. Under the terms of the subscription agreements, the Company may generally draw down all or any portion of the undrawn commitment with respect to each Unit upon at least ten business days’ prior written notice to the Unitholders. The issuance of the Units pursuant to these subscription agreements and any draw by the Company under the related Commitments is expected to be exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, and Rule 506(c) of Regulation D thereunder.

Issuer purchases of equity securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

52


 

Item 6. Exhibits.

Exhibit Index

 

3.1

Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form 10, as filed with the Securities and Exchange Commission on May 25, 2021)

 

 

3.2

Limited Liability Company Agreement, dated March 9, 2021 (incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form 10, as filed with the Securities and Exchange Commission on May 25, 2021)

 

 

3.3

Amended and Restated Limited Liability Company Agreement, dated January 21, 2022 (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on form 10-K/A filed on April 28, 2022)

 

 

3.4

Amendment to Amended and Restated Limited Liability Company Agreement, dated July 26, 2023 (incorporated by reference to Exhibit 3.4 to the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 3, 2023)

 

 

3.5

Amendment No. 2 to Amended and Restated Limited Liability Company Agreement, dated January 6, 2023 (incorporated by reference to Exhibit 3.5 to the Company's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 27, 2024)

 

 

3.6

Amendment No. 3 to Amended and Restated Limited Liability Company Agreement, dated July 26, 2023 (incorporated by reference to Exhibit 3.6 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 3, 2023)

 

 

3.7

Amendment No. 4 to Amended and Restated Limited Liability Company Agreement, dated February 16, 2024 (incorporated by reference to Exhibit 3.7 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 22, 2024)

 

 

10.1

Investment Advisory and Management Agreement, dated January 21, 2022, by and between the Company and TCW Asset Management Company LLC (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on form 10-K/A filed on April 28, 2022)

 

 

10.2

Administration Agreement, dated January 21, 2022, by and between the Company and TCW Asset Management Company LLC (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on form 10-K/A filed on April 28, 2022)

 

 

10.3

Revolving Credit Agreement, dated as of March 8, 2022, among TCW Direct Lending VIII LLC, as borrower, and PNC Bank National Association, as Administrative Agent (incorporated by reference from the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 14, 2022)

 

 

10.4

Credit and Security Agreement, dated as of September 13, 2022, by and among TCW DL VIII Financing LLC, as Borrower, the Lenders from time to time party thereto; PNC Bank, National Association, as Facility Agent, U.S. Bank National Association, as Custodian and Alter Domus (US) LLC, as Collateral Agent and Collateral Administrator (incorporated by reference from the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 19, 2022).

 

 

10.5

Amendment No. 1 to Credit and Security Agreement, dated as of August 11, 2023, by and among TCW DL VIII Financing LLC, as Borrower, the Lenders from time to time party thereto; PNC Bank, National Association, as Facility Agent, U.S. Bank National Association, as Custodian and Alter Domus (US) LLC, as Collateral Agent and Collateral Administrator (incorporated by reference to Exhibit 10.5 the Company's Quarterly Report on form 10-Q filed on November 8, 2023)

 

 

10.6

Amendment No. 2 to Credit and Security Agreement, dated as of February 2, 2024, by and among TCW DL VIII Financing LLC, as Borrower, the Lenders from time to time party thereto; PNC Bank, National Association, as Facility Agent, U.S. Bank National Association, as Custodian and Alter Domus (US) LLC, as Collateral Agent and Collateral Administrator (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 27, 2024)

 

 

10.7

First Amendment to Revolving Credit Agreement dated as of March 7, 2025, by and among TCW Direct Lending VIII LLC, as Borrower, PNC Bank National Association as administrative agent for the Lenders (in such capacity, the Administrative Agent), and the Committed Lenders, Conduit Lenders, and Funding Agents (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 26, 2025).

 

 

53


 

31.1*

Certification of President Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

 

 

31.2*

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

 

 

32.1*

Certification of President Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

 

 

32.2*

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

 

 

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith

54


 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

TCW DIRECT LENDING VIII LLC

Date: May 13, 2025

 

By:

/s/ Richard T. Miller

 

 

 

 Richard T. Miller

 

 

 

President

 

 

 

 

 

Date: May 13, 2025

 

By:

/s/ Andrew J. Kim

 

 

 

 Andrew J. Kim

 

 

 

Chief Financial Officer

 

 

 

 

 

55