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, 2024

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, 2024, there was no established public market for the Registrant’s common units. The number of the Registrant’s common units outstanding at May 9, 2024 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, 2024

Table of Contents

		PAGE
	INDEX	NO.
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Schedule of Investments as of March 31, 2024 (unaudited) and December 31, 2023	3
	Consolidated Statements of Assets and Liabilities as of March 31, 2024 (unaudited) and December 31, 2023	9
	Consolidated Statement of Operations for the three months ended March 31, 2024 and 2023 (unaudited)	10
	Consolidated Statement of Changes in Members’ Capital for the three months ended March 31, 2024 and 2023 (unaudited)	11
	Consolidated Statement of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited)	12
	Notes to Consolidated Financial Statements (unaudited)	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	46
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
SIGNATURES		50

2

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited)

As of March 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 - 11.81% (SOFR + 6.50%, 1.75% Floor)		5.9	%	$	30,012,846	03/28/29	$	29,105,618	$	29,287,560
					5.9	%					29,105,618		29,287,560
Commercial Services & Supplies
	CSAT Holdings LLC	06/30/23	Term Loan - 13.07% (SOFR + 7.50%, 2.00% Floor)		5.9	%		29,679,969	06/30/28		28,804,907		29,205,090
	Jones Industrial Holdings, Inc.	07/31/23	Delayed Draw Term Loan - 13.92% (SOFR + 8.50%, 2.00% Floor)		1.7	%		8,361,466	07/31/28		8,231,123		8,486,888
	Jones Industrial Holdings, Inc.	07/31/23	Term Loan - 13.93% (SOFR + 8.50%, 2.00% Floor)		7.2	%		35,162,952	07/31/28		34,135,345		35,690,396
	Comprehensive Logistics Co., LLC	03/26/24	Term Loan - 12.46% (SOFR + 7.00%, 2.00% Floor)		7.1	%		36,065,396	03/26/26		35,259,653		35,344,088
					21.9	%					106,431,028		108,726,462
Construction & Engineering
	Propulsion Acquisition, LLC	05/22/23	Term Loan - 12.06% (SOFR + 6.50%, 1.50% Floor)		3.3	%		16,184,121	07/31/26		16,066,002		16,313,594
	Sunland Asphalt & Construction, LLC	06/16/23	Term Loan B - 11.93% (SOFR + 6.50%, 1.75% Floor)		3.9	%		19,070,701	06/16/28		18,475,931		19,318,620
					7.2	%					34,541,933		35,632,214
Construction Materials
	Resco Products, Inc.	03/07/22	Term Loan - 12.07% (SOFR + 6.50%, 1.00% Floor)		3.7	%		18,433,264	03/07/27		18,217,234		18,433,264
					3.7	%					18,217,234		18,433,264
Containers & Packaging
	The HC Companies, Inc.	08/01/23	Term Loan - 12.58% (SOFR + 7.25%, 2.00% Floor)		7.8	%		40,938,710	08/01/28		40,051,929		38,932,713
	Hoffmaster Group, Inc.	02/24/23	Term Loan - 11.58% (SOFR + 6.25%, 2.00% Floor)		4.3	%		21,621,990	02/24/28		21,437,397		21,276,038
	Hoffmaster Group, Inc.	03/15/24	Incremental Term Loan - 11.58% (SOFR + 6.25%, 2.00% Floor)		3.8	%		19,409,061	02/24/28		19,025,459		19,098,516
	PaperWorks Industries, Inc.	07/26/23	Term Loan - 13.71% (SOFR + 8.25%, 1.00% Floor)		3.1	%		15,892,329	06/30/27		15,629,856		15,558,590
					19.0	%					96,144,641		94,865,857
Energy Equipment & Services
	Harvey Gulf Holdings, LLC	01/19/24	Term Loan B - 11.56% (SOFR + 6.25%, 2.00% Floor)		7.8	%		39,325,580	01/19/29		38,985,791		39,010,975
					7.8	%					38,985,791		39,010,975
Food Products
	Baxters North America, Inc.	05/31/23	Term Loan - 14.58% inc PIK (SOFR + 9.25%, 1.75% Floor, 2.00% PIK)		7.8	%		40,924,166	05/31/28		40,020,411		38,959,807
	Del Real, LLC	03/28/23	Revolver - 12.66% (SOFR + 7.25%, 2.00% Floor)		0.3	%		1,529,726	03/28/28		1,529,726		1,529,726
	Del Real, LLC	03/28/23	Term Loan - 13.16% inc PIK (SOFR + 7.75%, 2.00% Floor, 1.00% PIK)		6.9	%		33,683,179	03/28/28		32,768,813		34,188,427
	Signature Brands, LLC	05/05/23	Term Loan - 15.10% inc PIK (SOFR + 9.50%, 1.75% Floor, 3.00% PIK)		5.9	%		31,788,051	05/04/28		31,176,307		29,658,251
					20.9	%					105,495,257		104,336,211

3

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of March 31, 2024

Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1) (continued)
Ground Transportation
	RPM Purchaser, Inc.	09/11/23	Delayed Draw Term Loan B - 11.82% (SOFR + 6.25%, 2.00% Floor)		0.8	%	$	3,920,028	09/11/28	$	3,920,028	$	3,920,028
	RPM Purchaser, Inc.	09/11/23	Term Loan B - 11.86% (SOFR + 6.25%, 2.00% Floor)		5.6	%		27,680,457	09/11/28		26,911,556		27,818,859
					6.4	%					30,831,584		31,738,887
Hotels, Restaurants & Leisure
	Black Rock Coffee Holdings, LLC	04/29/22	Term Loan - 12.10% inc PIK (SOFR + 6.50%, 1.00% Floor, 0.50% PIK)		3.8	%		18,953,297	04/29/25		18,786,879		18,839,577
	Five Star Buyer, Inc.	05/11/23	Term Loan - 12.49% (SOFR + 7.00%, 1.50% Floor)		4.0	%		20,766,129	02/23/28		20,096,344		20,163,911
	Five Star Buyer, Inc.	05/11/23	Delayed Draw Term Loan - 12.49% (SOFR + 7.00%, 1.50% Floor)		0.1	%		710,698	02/23/28		710,698		690,088
	Red Robin International, Inc.	04/11/22	Revolver - 11.44% (SOFR + 6.00%, 1.00% Floor)		0.1	%		626,325	03/04/27		626,325		621,314
	Red Robin International, Inc.	04/11/22	Term Loan - 11.59% (SOFR + 6.00%, 1.00% Floor)		2.1	%		10,516,700	03/04/27		10,304,889		10,432,567
					10.1	%					50,525,135		50,747,457
Household Durables
	Lenox Holdings, Inc.	07/08/22	Term Loan - 14.34% (SOFR + 8.75%, 1.00% Floor)		7.4	%		36,911,846	07/08/27		36,429,526		37,133,318
					7.4	%					36,429,526		37,133,318
Information Technology Services
	Corcentric, Inc.	05/09/23	Term Loan - 12.58% (SOFR + 7.00%, 2.00% Floor)		8.1	%		40,046,779	05/09/27		39,580,937		40,247,013
					8.1	%					39,580,937		40,247,013
Machinery
	Mark Andy, Inc.	06/16/23	Term Loan - 13.21% (SOFR + 7.75%, 1.50% Floor)		4.8	%		26,293,742	06/16/28		25,740,739		24,006,186
	Triarc Tanks Bidco, LLC	10/03/22	Term Loan - 12.57% (SOFR + 7.00%, 1.00% Floor)		3.1	%		16,612,112	10/03/26		16,299,996		15,266,531
					7.9	%					42,040,735		39,272,717
Marine Transportation
	Florida Marine Transporters, LLC	03/17/23	Term Loan B - 13.44% (SOFR + 8.00%, 2.00% Floor)		6.8	%		34,077,076	03/17/28		33,319,107		34,145,230
					6.8	%					33,319,107		34,145,230
Oil, Gas & Consumable Fuels
	HOP Energy, LLC	02/29/24	Protective Advance Term Loan - 17.50% inc PIK (PRIME + 9.00%, 2.00% Floor, 2.75% PIK)		0.3	%		1,558,466	06/17/27		1,558,466		1,558,466
	HOP Energy, LLC	06/17/22	Term Loan - 15.57% inc PIK (SOFR + 10.00%, 2.00% Floor, 2.75% PIK)		4.4	%		23,781,968	06/17/27		23,482,800		21,784,283
					4.7	%					25,041,266		23,342,749
Pharmaceuticals
	Rising Pharma Holdings, Inc.	02/08/22	Delayed Draw Term Loan - 12.57% (SOFR + 7.00%, 1.00% Floor)		0.2	%		798,707	12/13/26		785,768		790,720
	Rising Pharma Holdings, Inc.	02/08/22	Term Loan - 12.59% (SOFR + 7.00%, 1.00% Floor)		2.5	%		12,665,799	12/13/26		12,431,123		12,539,141
					2.7	%					13,216,891		13,329,861
Professional Services
	Alorica Inc.	12/21/22	Term Loan - 12.21% (SOFR + 6.88%, 1.50% Floor)		6.3	%		32,146,784	03/02/27		31,787,906		31,600,289
					6.3	%					31,787,906		31,600,289

4

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of March 31, 2024

Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1) (continued)
Specialty Retail
	D&D Buyer, LLC	10/04/23	Term Loan - 12.41% (SOFR + 7.00%, 2.00% Floor)		6.4	%	$	32,220,226	10/04/28	$	31,255,602	$	32,026,905
	Follett Higher Education Group, Inc.	02/01/22	Term Loan - 15.68% inc PIK (SOFR + 10.25%, 2.00% Floor, 2.00% PIK)		5.9	%		30,826,449	02/01/27		30,479,202		29,315,953
					12.3	%					61,734,804		61,342,858
Technology Hardware, Storage and Peripherals
	Sigmatron International, Inc.	07/18/22	Term Loan - 12.94% (SOFR + 7.50%, 1.00% Floor)		2.2	%		11,495,880	07/18/27		11,346,582		11,059,037
					2.2	%					11,346,582		11,059,037
Transportation Infrastructure
	CG Buyer, LLC	07/19/23	Term Loan - 11.83% (SOFR + 6.50%, 1.50% Floor)		4.0	%		19,956,923	07/19/28		19,490,826		19,737,397
					4.0	%					19,490,826		19,737,397
	Total Debt Investments(2)				165.3	%					824,266,801		823,989,356
							Shares
	Cash Equivalents
	First American Government Obligation Fund, Yield 5.24%				5.5	%		27,219,408			27,219,408		27,219,408
	Total Cash Equivalents				5.5	%		27,219,408			27,219,408		27,219,408
	Total Investments (170.8%)									$	851,486,209	$	851,208,764
	Net unrealized depreciation on unfunded commitments (0.2%)												(1,076,280	)
	Liabilities in Excess of Other Assets (70.4%)											$	(351,352,610	)
	Net Assets (100.0%)											$	498,779,874

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

(2)The fair value of each debt 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.”

SOFR - Secured Overnight Financing Rate, generally 1-Month, 3-Month, or 6-Month

PRIME - Prime Rate

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $142,411,470 and $58,298,067, respectively, for the period ended March 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.

5

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments

As of December 31, 2023

Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1)
Commercial Services & Supplies
	CSAT Holdings LLC	06/30/23	Term Loan - 13.11% (SOFR + 7.50%, 2.00% Floor)		6.4	%	$	29,792,536	06/30/28	$	28,862,619	$	29,345,648
	Jones Industrial Holdings, Inc.	07/31/23	Term Loan - 13.96% (SOFR + 8.50%, 2.00% Floor)		7.7	%		35,386,920	07/31/28		34,293,281		35,422,307
					14.1	%					63,155,900		64,767,955
Construction & Engineering
	Propulsion Acquisition, LLC	05/22/23	Term Loan - 12.10% (SOFR + 6.50%, 1.50% Floor)		3.5	%		16,225,886	07/31/26		16,094,798		16,209,660
	Sunland Asphalt & Construction, LLC	06/16/23	Term Loan B - 12.96% inc PIK (SOFR + 7.50%, 1.75% Floor, 0.50% PIK)		4.1	%		19,041,190	06/16/28		18,411,206		18,984,066
					7.6	%					34,506,004		35,193,726
Construction Materials
	Resco Products, Inc.	03/07/22	Term Loan - 12.14% (SOFR + 6.50%, 1.00% Floor)		4.1	%		18,685,139	03/07/27		18,447,533		18,685,139
					4.1	%					18,447,533		18,685,139
Containers & Packaging
	The HC Companies, Inc.	08/01/23	Term Loan - 12.61% (SOFR + 7.25%, 2.00% Floor)		8.8	%		41,209,794	08/01/28		40,265,826		40,468,018
	Hoffmaster Group, Inc.	02/24/23	Term Loan - 12.84% (SOFR + 7.50%, 2.00% Floor)		4.9	%		21,787,887	02/24/28		21,589,991		22,332,584
	PaperWorks Industries, Inc.	07/26/23	Term Loan - 13.78% (SOFR + 8.25%, 1.00% Floor)		3.5	%		16,327,627	06/30/27		16,037,257		16,033,729
					17.2	%					77,893,074		78,834,331
Energy Equipment & Services
	Harvey Gulf Holdings, LLC	08/10/22	Term Loan A - 10.14% (SOFR + 4.50%, 1.00% Floor)		4.7	%		21,324,957	08/10/27		21,055,796		21,538,206
	Harvey Gulf Holdings, LLC	08/10/22	Term Loan B - 12.64% (SOFR + 7.00%, 1.00% Floor)		4.6	%		20,549,504	08/10/27		20,078,648		21,124,890
					9.3	%					41,134,444		42,663,096
Food Products
	Baxters North America, Inc.	05/31/23	Term Loan - 14.63% inc PIK (SOFR + 9.25%, 1.75% Floor, 2.00% PIK)		8.4	%		40,814,714	05/31/28		39,854,504		38,733,163
	Del Real, LLC	03/28/23	Term Loan - 13.25% inc PIK (SOFR + 7.75%, 2.00% Floor, 1.00% PIK)		7.4	%		33,683,106	03/28/28		32,709,199		33,851,522
	Signature Brands, LLC	05/05/23	Term Loan - 14.14% inc PIK (SOFR + 8.50%, 1.75% Floor, 1.25% PIK)		6.7	%		31,645,888	05/04/28		30,996,882		30,633,220
					22.5	%					103,560,585		103,217,905
Ground Transportation
	RPM Purchaser, Inc.	09/11/23	Term Loan B - 11.90% (SOFR + 6.25%, 2.00% Floor)		5.9	%		27,750,006	09/11/28		26,935,979		27,306,006
					5.9	%					26,935,979		27,306,006
Hotels, Restaurants & Leisure
	Black Rock Coffee Holdings, LLC	04/29/22	Term Loan - 12.15% inc PIK (SOFR + 6.50%, 1.00% Floor, 0.50% PIK)		4.1	%		18,976,399	04/29/25		18,770,938		18,881,517
	Five Star Buyer, Inc.	05/11/23	Term Loan - 12.46% (SOFR + 7.00%, 1.50% Floor)		4.4	%		20,925,460	02/23/28		20,207,374		20,151,218
	Five Star Buyer, Inc.	05/11/23	Delayed Draw Term Loan - 12.46% (SOFR + 7.00%, 1.50% Floor)		0.1	%		710,698	02/23/28		710,698		684,403
	Red Robin International, Inc.	04/11/22	Term Loan - 11.66% (SOFR + 6.00%, 1.00% Floor)		2.6	%		11,846,485	03/04/27		11,587,542		11,751,713
					11.2	%					51,276,552		51,468,851

6

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2023

Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1) (continued)
Household Durables
	Lenox Holdings, Inc.	07/08/22	Term Loan - 14.42% (SOFR + 8.75%, 1.00% Floor)		8.0	%	$	37,397,529	07/08/27	$	36,871,587	$	36,724,373
					8.0	%					36,871,587		36,724,373
Information Technology Services
	Corcentric, Inc.	05/09/23	Term Loan - 12.63% (SOFR + 7.00%, 2.00% Floor)		8.7	%		40,303,489	05/09/27		39,797,006		40,222,882
					8.7	%					39,797,006		40,222,882
Machinery
	Mark Andy, Inc.	06/16/23	Term Loan - 13.25% (SOFR + 7.75%, 1.50% Floor)		5.6	%		26,359,973	06/16/28		25,772,753		25,885,494
	Triarc Tanks Bidco, LLC	10/03/22	Term Loan - 12.61% (SOFR + 7.00%, 1.00% Floor)		3.4	%		17,082,000	10/03/26		16,729,136		15,835,014
					9.0	%					42,501,889		41,720,508
Marine Transportation
	Florida Marine Transporters, LLC	03/17/23	Term Loan B - 13.47% (SOFR + 8.00%, 2.00% Floor)		8.4	%		39,193,607	03/17/28		38,266,969		38,880,058
					8.4	%					38,266,969		38,880,058
Oil, Gas & Consumable Fuels
	HOP Energy, LLC	06/17/22	Term Loan - 15.64% inc PIK (SOFR + 10.00%, 2.00% Floor, 2.75% PIK)		5.0	%		23,615,378	06/17/27		23,292,982		22,788,840
					5.0	%					23,292,982		22,788,840
Pharmaceuticals
	Rising Pharma Holdings, Inc.	02/08/22	Delayed Draw Term Loan - 12.61% (SOFR + 7.00%, 1.00% Floor)		0.2	%		809,471	12/13/26		795,148		791,663
	Rising Pharma Holdings, Inc.	02/08/22	Term Loan - 12.65% (SOFR + 7.00%, 1.00% Floor)		2.7	%		12,838,027	12/13/26		12,578,206		12,555,590
					2.9	%					13,373,354		13,347,253
Professional Services
	Alorica Inc.	12/21/22	Term Loan - 12.23% (SOFR + 6.88%, 1.50% Floor)		7.2	%		33,686,999	03/02/27		33,285,743		33,046,946
					7.2	%					33,285,743		33,046,946
Specialty Retail
	D&D Buyer, LLC	10/04/23	Revolver - 12.45% (SOFR + 7.00%, 2.00% Floor)		0.2	%		1,153,606	10/04/28		1,153,606		1,130,534
	D&D Buyer, LLC	10/04/23	Term Loan - 12.45% (SOFR + 7.00%, 2.00% Floor)		6.9	%		32,300,978	10/04/28		31,280,506		31,654,959
	Follett Higher Education Group, Inc.	02/01/22	Term Loan - 13.21% (SOFR + 7.75%, 2.00% Floor)		6.6	%		30,678,468	02/01/27		30,299,776		30,371,684
					13.7	%					62,733,888		63,157,177
Technology Hardware, Storage and Peripherals
	Sigmatron International, Inc.	07/18/22	Term Loan - 12.97% (SOFR + 7.50%, 1.00% Floor)		2.5	%		11,976,990	07/18/27		11,809,688		11,629,658
					2.5	%					11,809,688		11,629,658

7

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2023

Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1) (continued)
Transportation Infrastructure
	CG Buyer, LLC	07/19/23	Term Loan - 11.86% (SOFR + 6.50%, 1.50% Floor)		4.2	%	$	19,857,139	07/19/28	$	19,364,026	$	19,261,424
					4.2	%					19,364,026		19,261,424
	Total Debt Investments(2)				161.5	%					738,207,203		742,916,128
							Shares
	Cash Equivalents
	First American Government Obligation Fund, Yield 5.30%				9.0	%		41,446,727			41,446,727		41,446,727
	Total Cash Equivalents				9.0	%		41,446,727			41,446,727		41,446,727
	Total Investments (170.4%)									$	779,653,930	$	784,362,855
	Net unrealized depreciation on unfunded commitments (0.2%)												(920,633	)
	Liabilities in Excess of Other Assets (70.2%)											$	(323,232,131	)
	Net Assets (100.0%)											$	460,210,091

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

(2)The fair value of each debt 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.”

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

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $536,888,682 and $107,516,528, respectively, for the period ended December 31, 2023. 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.

8

TCW DIRECT LENDING VIII LLC

Consolidated Statements of Assets and Liabilities

(Dollar amounts in thousands, except unit data)

March 31, 2024

	As of March 31,
	2024			As of December 31,
	(unaudited)			2023
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (amortized cost of $824,267 and    $738,207, respectively)	$	823,989		$	742,916
Cash and cash equivalents		34,500			83,247
Capital call receivable		—			13,866
Interest receivable		6,146			5,777
Receivable for investment sold		172			—
Due from adviser		78			78
Deferred financing costs		2,569			1,640
Prepaid and other assets		34			578
Total Assets	$	867,488		$	848,102
Liabilities
Term loan (net of $2,212 and $1,187 of deferred financing costs, respectively)	$	331,788		$	198,813
Incentive fee payable		13,152			10,979
Revolving credit facilities payable		12,789			169,789
Management fees payable		4,718			2,355
Interest and credit facility expense payable		4,235			4,032
Unrealized depreciation on unfunded commitments		1,076			921
Directors' fees payable		83			11
Other accrued expenses and other liabilities		867			992
Total Liabilities		368,708			387,892
Commitments and Contingencies (Note 5)
Members’ Capital
Common Unitholders’ commitment: (12,745,660 and 10,709,060 units issued and outstanding, respectively)		1,274,566			1,070,906
Common Unitholders’ undrawn commitment: (12,745,660 and 10,709,060 units issued and outstanding, respectively)		(770,831	)		(599,495	)
Common Unitholders’ return of capital		(3,306	)		(3,094	)
Common Unitholders’ offering costs		(316	)		(316	)
Common Unitholders’ capital		500,113			468,001
Accumulated overdistributed earnings		(1,333	)		(7,791	)
Total Members’ Capital		498,780			460,210
Total Liabilities and Members’ Capital	$	867,488		$	848,102
Net Asset Value Per Unit (accrual base) (Note 10)	$	99.61		$	98.95

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

9

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Operations (Unaudited)

(Dollar amounts in thousands, except unit data)

March 31, 2024

	For the three months ended March 31,
	2024			2023
Investment Income
Non-controlled/non-affiliated investments:
Interest income	$	28,229		$	10,505
Interest income paid-in-kind		959			171
Other fee income		719			151
Total investment income		29,907			10,827
Expenses
Interest and credit facility expenses		7,577			2,982
Management fees		2,363			1,079
Incentive fees		2,173			607
Administrative fees		202			139
Professional fees		152			146
Directors’ fees		75			99
Organizational costs		18			—
Interest expense on repurchase transactions		—			357
Other expenses		102			61
Total expenses		12,662			5,470
Net investment income		17,245			5,357
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		(5,142	)		(2,143	)
Net realized gain on short-term investments		—			253
Net realized and unrealized loss on investments		(5,033	)		(1,890	)
Net increase in Members’ Capital from operations	$	12,212		$	3,467
Basic and diluted:
Income per unit	$	0.96		$	0.47

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

10

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Changes in Members’ Capital (Unaudited)

(Dollar amounts in thousands, except unit data)

March 31, 2024

	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 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

	Common Unitholders’ Capital		Accumulated Undistributed (Overdistributed) Earnings			Total
Members’ Capital at January 1, 2023	$	198,894	$	(2,876	)	$	196,018
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
Net investment income		—		5,357			5,357
Net realized gain on investments		—		253			253
Net change in unrealized appreciation/(depreciation) on investments		—		(2,143	)		(2,143	)
Net Increase in Members’ Capital Resulting from Capital Activity:
Contributions		125,000		—			125,000
Total Increase in Members’ Capital for the three months ended March 31, 2023		125,000		3,467			128,467
Members’ Capital at March 31, 2023	$	323,894	$	591		$	324,485

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

11

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Cash Flows (Unaudited)

(Dollar amounts in thousands, except unit data)

March 31, 2024

	For the three months ended March 31,
	2024			2023
Cash Flows from Operating Activities
Net increase in net assets resulting from operations	$	12,212		$	3,467
Adjustments to reconcile the net increase in net assets resulting from operations to net cash used in operating activities:
Purchases of investments		(141,452	)		(108,480	)
Purchases of short-term investments		—			(197,360	)
Interest income paid-in-kind		(959	)		(171	)
Proceeds from sales and paydowns of investments		58,298			8,289
Proceeds from sales of short-term investments		—			132,638
Net realized gain on investments		(109	)		—
Change in net unrealized (appreciation)/depreciation on investments		5,142			2,143
Amortization of premium and accretion of discount, net		(1,838	)		(555	)
Amortization of deferred financing costs		710			310
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in interest receivable		(369	)		(497	)
(Increase) decrease in receivable for investment sold		(172	)		31
(Increase) decrease in prepaid and other assets		544			(31	)
Increase (decrease) in payable for short-term investments purchased		—			64,722
Increase (decrease) incentive fee payable		2,173			607
Increase (decrease) distribution payable		—			(1,500	)
Increase (decrease) management fees payable		2,363			190
Increase (decrease) interest and credit facility expense payable		203			685
Increase (decrease) directors’ fees payable		72			97
Increase (decrease) other accrued expenses and other liabilities		(125	)		103
Net cash used in operating activities		(63,307	)		(95,312	)
Cash Flows from Financing Activities
Contribution from Members		46,190			125,000
Distributions to Members from distributable earnings		(5,754	)		—
Distributions to Members from return of capital		(212	)		—
Deferred financing costs paid		(2,664	)		—
Proceeds from credit facilities		139,000			113,000
Repayment of credit facilities		(162,000	)		(78,000	)
Net cash provided by financing activities		14,560			160,000
Net (decrease) increase in cash and cash equivalents		(48,747	)		64,688
Cash and cash equivalents, beginning of period		83,247			21,852
Cash and cash equivalents, end of period	$	34,500		$	86,540
Supplemental and non-cash financing activities
Interest expense paid	$	6,409		$	1,624
Decrease in Capital call receivable	$	(13,866	)	$	—

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

12

TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except unit data)

March 31, 2024

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 may continue 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 which 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.

The consolidated financial statements in this quarterly report on Form 10-Q include the accounts of the Company and its wholly-owned subsidiary. 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.

13

TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

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, 2024, 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”.

14

TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

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, 2024, 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	$	770,831		39.5	%		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, 2024 was $3,306.

2.Significant Accounting Policies

Basis of Presentation: The Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). 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”).

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.

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. 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.

15

TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

2.Significant Accounting Policies (Continued)

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. 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 $522 in organizational costs, of which $18 was expensed during the three months ended March 31, 2024. Since inception, the Company has incurred $316 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, 2024, cash and cash equivalents are comprised of demand deposits and highly liquid investments with maturities of three months or less. Cash equivalents are carried at amortized costs which approximates fair value and are classified as Level 1 in the GAAP valuation hierarchy.

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.

Recent Accounting Pronouncements: In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and interim periods within that fiscal year, with early adoption permitted. On January 1, 2024, the Company adopted ASU 2022-03 and the adoption did not have a material impact on the consolidated financial statements.

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.

16

TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

3.Investment Valuations and Fair Value Measurements (Continued)

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.

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 are 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 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.

17

TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

3.Investment Valuations and Fair Value Measurements (Continued)

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, 2024:

Investments	Level 1		Level 2		Level 3		Total
Debt	$	—	$	—	$	823,989	$	823,989
Cash equivalents		27,219		—		—		27,219
Total	$	27,219	$	—	$	823,989	$	851,208

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, 2023:

Investments	Level 1		Level 2		Level 3		Total
Debt	$	—	$	—	$	742,916	$	742,916
Cash equivalents		41,447		—		—		41,447
Total	$	41,447	$	—	$	742,916	$	784,363

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 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, 2023:

	Debt			Equity		Total
Balance, January 1, 2023	$	304,672		$	—	$	304,672
Purchases, including payments received in-kind		108,651			—		108,651
Sales and paydowns of investments		(8,289	)		—		(8,289	)
Amortization of premium and accretion of discount, net		555			—		555
Net change in unrealized appreciation/(depreciation)		(2,079	)		—		(2,079	)
Balance, March 31, 2023	$	403,510		$	—	$	403,510
Change in net unrealized appreciation/(depreciation) in investments held as of March 31, 2023	$	(2,079	)	$	—	$	(2,079	)

The Company did not have any transfers between levels during the three months ended March 31, 2024 and 2023.

18

TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

3.Investment Valuations and Fair Value Measurements (Continued)

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, 2024:

Investment Type	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average*	Impact to Valuation if Input Increases
Debt	$	759,357	Income Method	Discount Rate	9.8% to 23.6%	13.6%	Decrease
Debt	$	64,632	Market Method	Indicative Bid	97.6% to 98.0%	N/A	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, 2023:

Investment Type	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average*	Impact to Valuation if Input Increases
Debt	$	700,253	Income Method	Discount Rate	9.7% to 20.7%	13.0%	Decrease
Debt	$	42,663	Market Method	Indicative Bid	101.0% to 102.8%	N/A	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.

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. Unless earlier terminated, the Advisory Agreement will remain in effect for a period of two years and will remain in effect from year to year 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.

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 will:

•determine 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;

•identify, evaluate and negotiate the structure of the investments the Company makes (including performing due diligence on the Company’s prospective portfolio companies);

•determine the assets the Company will originate, purchase, retain or sell;

•close, monitor and administer the investments the Company makes, including the exercise of any rights in the Company’s capacity as a lender; and

19

TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

4.Agreements and Related Party Transactions (Continued)

•provide 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 for any partial month or quarter will be

For the three months ended March 31, 2024, Management Fees incurred were $2,363, of which $4,718 remained payable as of March 31, 2024. For the three months ended March 31, 2023, Management Fees incurred were $1,079, of which $1,079 remained payable as of March 31, 2023.

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

(a)First, no Incentive Fee will be 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 will be 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 will be 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

(d)Thereafter, the Adviser will be 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, 2024, Incentive Fees incurred were $2,173, and $13,152 was payable as of March 31, 2024. For the three months ended March 31, 2023, Incentive Fees incurred were $607, and $2,480 was payable as of March 31, 2023.

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.

20

TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

4.Agreements and Related Party Transactions (Continued)

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 the “waterfall” (i.e., clauses (a) through (d)) described above for determining the amount of the Incentive Fee. 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 will furnish us with office facilities and equipment, and clerical, bookkeeping and record keeping services. Pursuant to the Administration Agreement, the Administrator will oversee the maintenance of the Company’s financial records and otherwise assist with the Company’s compliance with BDC and RIC rules, monitor the payment of expenses, oversee the performance of administrative and professional services rendered to the Company by others, be responsible for the financial and other records that the Company is required to maintain, prepare and disseminate reports to the Unitholders and reports and other materials to be filed with the SEC or other regulators, assist the Company in determining and publishing (as necessary or appropriate) its net asset value, oversee the preparation and filing of tax returns, generally oversee the payment of expenses and provide 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.

Payments under the Administration Agreement will be 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 herein). The Administrator agrees that it would 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.

21

TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

4.Agreements and Related Party Transactions (Continued)

Expenses: The Company, and indirectly the Unitholders, will bear 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 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 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.

22

TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

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.

23

TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

5.Commitments and Contingencies

The Company had the following unfunded commitments and unrealized depreciation by investment as of March 31, 2024 and December 31, 2023:

		March 31, 2024				December 31, 2023
Unfunded Commitments	Maturity/ Expiration	Amount		Unrealized Depreciation		Amount		Unrealized Depreciation
CG Buyer, LLC	July 2025	$	3,696	$	41	$	3,696	$	111
Comprehensive Logistics Co., LLC	March 2026		4,556		91		—		—
CSAT Holdings LLC	June 2028		3,934		63		3,934		59
D&D Buyer, LLC	October 2025		8,075		48		8,075		162
D&D Buyer, LLC	October 2028		3,461		21		2,307		46
Del Real, LLC	March 2028		2,550		—		4,079		—
Fenix Intermediate LLC	June 2024		2,076		50		—		—
Fenix Intermediate LLC	March 2026		11,607		279		—		—
Five Star Buyer, Inc.	February 2028		3,035		88		3,035		112
Five Star Buyer, Inc.	May 2024		3,035		88		3,035		112
Hoffmaster Group, Inc.	February 2028		2,096		34		2,096		—
Jones Industrial Holdings, Inc.	February 2025		—		—		8,959		—
Red Robin International, Inc.	March 2027		939		8		1,566		13
Rising Pharma Holdings, Inc.	December 2026		1,981		20		1,981		44
RPM Purchaser, Inc.	September 2025		3,667		—		7,587		121
Signature Brands, LLC	March 2025		3,654		245		3,654		117
Signature Brands, LLC	June 2024		1,827		—		—		—
Sunland Asphalt & Construction, LLC	December 2024		8,033		—		8,033		24
Total		$	68,222	$	1,076	$	62,037	$	921

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, 2024, 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, 2024 and 2023, was as follows (See Note 1):

	Three months ended March 31,
	2024		2023
Units at beginning of period		10,709,060		7,364,560
Units issued and committed during the period		2,036,600		—
Units issued and committed at end of period		12,745,660		7,364,560

No deemed distributions and contributions were processed during the three months ended March 31, 2024.

24

TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

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, 2024, the Company was in compliance with such covenants.

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, 2024, the Borrower was in compliance with such covenants.

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.

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TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

7.Credit Facilities (Continued)

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, 2024 and December 31, 2023 was as follows:

Credit Facilities	Total Facility Commitment		Borrowings Outstanding		Available Amount(1)
Subscription Based Credit Facility – March 31, 2024	$	200,000	$	12,789	$	187,211
Asset Based Credit Facility – March 31, 2024	$	800,000	$	334,000	$	136,413
Subscription Based Credit Facility – December 31, 2023	$	200,000	$	169,789	$	30,211
Asset Based Credit Facility – December 31, 2023	$	400,000	$	200,000	$	200,000

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

Borrowings under the Asset Based Credit Facility as of March 31, 2024 and December 31, 2023 of $334,000 and $200,000, respectively, consisted entirely of Term Loan borrowings.

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 $2,656 in connection with Amendment No. 2, of which $1,328 was recorded by the Company as deferred financing costs on its Consolidated Statements of Assets and Liabilities and $1,328 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, 2024 and December 31, 2023, $2,569 and $1,640, respectively of deferred financing costs related to the revolving credit lines had yet to be amortized and $2,212 and $1,187, 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, 2024			As of December 31, 2023
Principal amount outstanding on Term Loan	$	334,000		$	200,000
Deferred financing costs		(2,212	)		(1,187	)
Term Loan (as presented on the Consolidated Statements of Assets and Liabilities)	$	331,788		$	198,813

The carrying amount of the Credit Facilities, which is categorized as Level 2 within the fair value hierarchy as of March 31, 2024 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.

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TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

7.Credit Facilities (Continued)

The summary information regarding the Credit Facilities for the three months ended March 31, 2024 was as follows:

	Three months ended March 31,
	2024			2023
Credit Facilities interest expense	$	6,179		$	2,326
Undrawn commitment fees		688			334
Administrative fees		—			12
Amortization of deferred financing costs		710			310
Total	$	7,577		$	2,982
Weighted average interest rate		7.96	%		6.63	%
Average outstanding balance	$	307,097		$	140,311

8.Repurchase Obligations

In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements with Macquarie US Trading LLC (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold (each, a “Macquarie Transaction”).

Additionally, the Company may, from time to time, enter into repurchase agreements with Barclays Bank PLC (“Barclays”), whereby the Company sells to Barclays its short-term investments and concurrently enters into an agreement to repurchase the same investments at an agreed-upon price at a future date, generally within 30-days (each, a “Barclays Transaction” and together with the Macquarie Transactions, the “Repurchase Transactions”).

In accordance with ASC 860, Transfers and Servicing, these Repurchase Transactions meet the criteria for secured borrowings. Accordingly, the investments financed by these Repurchase Transactions remain on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to Macquarie and Barclays (the “Repurchase Obligations”). Outstanding Repurchase Obligations are presented on the Company's Consolidated Statements of Assets and Liabilities as Repurchase Obligations. Repurchase Obligations are secured by the respective investment or short-term investment that is the subject of the repurchase agreement. Interest expense associated with the Repurchase Obligations is reported on the Company’s Consolidated Statements of Operations within Interest expense on repurchase transactions.

During the three months ended March 31, 2024 and 2023, the Company did not enter into or settle any Macquarie Transactions. As of March 31, 2024 and December 31, 2023, the Company had no outstanding Repurchase Obligations with Macquarie.

The Company did not enter into Barclays Transactions during the three months ended March 31, 2024. During the three months ended March 31, 2023 the Company entered into Barclays Transactions on January 1, 2023 which settled on January 25, 2023. As of March 31, 2024 and December 31, 2023, the Company had no outstanding Repurchase Obligations with Barclays.

Interest expense incurred on the Repurchase Obligations during the three months ended March 31, 2024 and 2023 was $0 and $357, respectively.

9.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.

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TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

9.Income Taxes (Continued)

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, 2024 and December 31, 2023, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows:

	March 31, 2024			December 31, 2023
Cost of investments for federal income tax purposes	$	851,486		$	779,654
Unrealized appreciation	$	9,784		$	8,396
Unrealized depreciation	$	(10,061	)	$	(3,687	)
Net unrealized (depreciation) appreciation on investments	$	(277	)	$	4,709

The Company did not have any unrecognized tax benefits as of December 31, 2023, nor were there any increases or decreases in unrecognized tax benefits for the period then ended; therefore, no interest or penalties were accrued.

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TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

10.Financial Highlights

Selected data for a unit outstanding throughout the three months ended March 31, 2024 and 2023 is presented below.

	For the three months ended March 31,
	2024(1)			2023(1)
Net Asset Value Per Unit (accrual base), Beginning of Period	$	98.95		$	99.57
Net Increase in Common Unitholder NAV from Prior Year(2)		0.17			—
Income from Investment Operations:
Net investment income		1.35			0.73
Net realized and unrealized loss		(0.39	)		(0.26	)
Total income from investment operations		0.96			0.47
Less Distributions:
From net investment income		(0.45	)		—
Return of capital		(0.02	)		—
Total distributions		(0.47	)		—
Net Asset Value Per Unit (accrual base), End of Period	$	99.61		$	100.04
Unitholder Total Return(3)(4)		2.51	%		1.69	%
Unitholder IRR before incentive fee(5)		15.14	%		9.50	%
Unitholder IRR(5)		12.95	%		8.08	%
Ratios and Supplemental Data:
Members’ Capital, end of period	$	498,780		$	324,485
Units outstanding, end of period		12,745,660			7,364,560
Ratios based on average net assets of Members’ Capital:
Ratio of total expenses to average net asset(6)		10.59	%		9.67	%
Ratio of financing cost to average net assets(4)		1.58	%		1.30	%
Ratio of net investment income to average net assets(6)		14.45	%		9.48	%
Ratio of incentive fees to average net assets(6)		1.82	%		1.07	%
Credit facility payable		346,789			165,689
Asset coverage ratio		2.44			2.96
Portfolio turnover rate(4)		7.65	%		2.48	%

(1)Per unit data was calculated using the number of Units issued and outstanding as of March 31, 2024 and 2023.

(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, 2024 and 2023 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 15.14%. The IRR since inception for the Common Unitholders, after management fees, financing costs and operating expenses, is 12.95% through March 31, 2024. 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.

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TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

March 31, 2024

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.

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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.

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 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;

•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;

•pandemics or other serious public health events;

•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;

•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;

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•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 27, 2024.

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 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 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, 2024, 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.

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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.

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.

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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 will be provided through the Administration Agreement and the Advisory Agreement.

We, and indirectly our Unitholders, will bear all costs, expenses and liabilities, other than Adviser Operating Expenses (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 other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering our business.

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However, we will 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 (“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 will not bear, as set forth above, will be 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 $0.5 million in organizational costs, of which $18 thousand was expensed during the three months ended March 31, 2024. 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

Investments which 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.

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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 are 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 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.

Investment Activity

As of March 31, 2024, our portfolio consisted of 38 debt investments and no equity investments. Based on fair values as of March 31, 2024, our portfolio was 100.0% invested in debt investments which were all senior secured term loans.

As of December 31, 2023, our portfolio consisted of 32 debt investments and no equity investments. Based on fair values as of December 31, 2023, our portfolio was 100.0% invested in debt investments which were all senior secured term loans.

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The table below describes our debt investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets by industry as of March 31, 2024:

Industry	Percent of Total Investments
Commercial Services & Supplies		13	%
Food Products		13	%
Containers & Packaging		12	%
Specialty Retail		7	%
Hotels, Restaurants & Leisure		6	%
Information Technology Services		5	%
Machinery		5	%
Energy Equipment & Services		5	%
Household Durables		5	%
Construction & Engineering		4	%
Marine Transportation		4	%
Ground Transportation		4	%
Professional Services		4	%
Automobile Components		3	%
Oil, Gas & Consumable Fuels		3	%
Transportation Infrastructure		2	%
Construction Materials		2	%
Pharmaceuticals		2	%
Technology Hardware, Storage and Peripherals		1	%
Total		100	%

Interest income including interest income paid-in-kind, was $29.2 million and $10.7 million for the three months ended March 31, 2024 and 2023, respectively.

Results of Operations

Our operating results for the three months ended March 31, 2024 and 2023 were as follows (dollar amounts in thousands):

	For the three months ended March 31,
	2024			2023
Total investment income	$	29,907		$	10,827
Net expenses		12,662			5,470
Net investment income		17,245			5,357
Net realized gain on investments		109			—
Net change in unrealized appreciation/(depreciation) on investments		(5,142	)		(2,143	)
Net realized gain on short-term investments		—			253
Net increase in Members’ Capital from operations	$	12,212		$	3,467

Total investment income

Total investment income for the three months ended March 31, 2024 and 2023 was $29.9 million and $10.8 million, respectively, and included other fee income of $0.7 million and $0.2 million, respectively. The increase in total investment income during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was due to the increase in our portfolio of the number of debt investments, which increased to 38 as of March 31, 2024 compared to 21 as of March 31, 2023 in addition to increases in interest rates during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The increase in other fee income for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 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, 2023.

Net investment income

Net investment income for the three months ended March 31, 2024 and 2023 was $17.2 million and $5.4 million, respectively. The increase in our net investment income during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily due to the increase in investment income as described above partially offset by an increase to expenses.

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Expenses for the three months ended March 31, 2024 and 2023 were as follows (dollar amounts in thousands):

	For the three months ended March 31,
	2024		2023
Expenses
Interest and credit facility expenses	$	7,577	$	2,982
Management fees		2,363		1,079
Incentive fees		2,173		607
Administrative fees		202		139
Professional fees		152		146
Directors’ fees		75		99
Organizational costs		18		—
Interest expense on repurchase transactions		—		357
Other expenses		102		61
Total expenses	$	12,662	$	5,470

Our net expenses for the three months ended March 31, 2024 and 2023 were $12.7 million and $5.5 million, respectively. Our net expenses include management fees attributed to the Adviser of $2.4 million and $1.1 million; and incentive fees of $2.2 million and $0.6 million for the three months ended March 31, 2024 and 2023, respectively.

Net expenses increased for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 due to increases in interest and credit facility expenses caused by a higher weighted average interest rate and higher average outstanding debt balance during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. Management fees increased during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 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, 2024 compared to the three months ended March 31, 2023 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.

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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, 2024 and 2023 was ($5.1) million and ($2.1) million, respectively. 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.

Our net change in unrealized appreciation/(depreciation) for the three months ended March 31, 2023 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer	Investment	Change in Unrealized Appreciation/ (Depreciation)
Del Real, LLC	Term Loan	$	264
Resco Products, Inc.	Term Loan		(195	)
Sigmatron International, Inc.	Term Loan		(348	)
Lenox Holdings, Inc.	Term Loan		(651	)
HOP Energy, LLC	Term Loan		(770	)
All others	Various		(443	)
Net change in unrealized appreciation/(depreciation)		$	(2,143	)

Net realized gain on investments

During the three months ended March 31, 2024 and 2023 we incurred $0.1 million and $0, respectively, in realized gains on investments. 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. We did not have any realized gains on investments during the three months ended March 31, 2023 as we did not dispose of any investments during those periods.

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Net realized gain on short-term investments

During the three months ended March 31, 2024 and 2023 we incurred $0 and $253.0 thousand, respectively, in realized gains from our short-term investments in government treasuries.

Net increase in Members’ Capital from operations

Our net increase in Members’ Capital from operations during the three months ended March 31, 2024 and 2023 was $12.2 million and $3.5 million, respectively. The increase during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 is primarily attributable to the increases in net investment income described above and was partially offset by higher net unrealized losses on investments during the three months ended March 31, 2024 compared to the three months ended March 31, 2023

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Financial Condition, Liquidity and Capital Resources

As of March 31, 2024, we have sold 12,745,660 Units for an aggregate offering price of $1.3 billion. We also 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, 2024 and December 31, 2023, aggregate Commitments, Undrawn Commitments and subscribed for Units of the Company were as follows (dollar amounts in thousands):

	March 31, 2024			December 31, 2023
Commitments	$	1,274,566		$	1,070,906
Undrawn commitments	$	770,831		$	599,495
Percentage of commitments funded		39.5	%		44.0	%
Units		12,745,660			10,709,060

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 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, 2024, we were in compliance with such covenants.

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.

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

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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, 2024, 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, 2024 and December 31, 2023 was as follows (dollar amounts in thousands):

Credit Facilities	Total Facility Commitment		Borrowings Outstanding		Available Amount(1)
Subscription Based Credit Facility – March 31, 2024	$	200,000	$	12,789	$	187,211
Asset Based Credit Facility – March 31, 2024	$	800,000	$	334,000	$	136,413
Subscription Based Credit Facility – December 31, 2023	$	200,000	$	169,789	$	30,211
Asset Based Credit Facility – December 31, 2023	$	400,000	$	200,000	$	200,000

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

Borrowings under the Asset Based Credit Facility as of March 31, 2024 and December 31, 2023 of $334.0 million and $200.0 million respectively, consisted entirely of Term Loan borrowings.

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.

As of March 31, 2024 and December 31, 2023, $2.6 million and $1.6 million, respectively of deferred financing costs related to the revolving credit lines had yet to be amortized and $2.2 million and $1.2 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, 2024 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.

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The summary information regarding the Credit Facilities for the three months ended March 31, 2024 and 2023 was as follows (dollar amounts in thousands):

	Three months ended March 31,
	2024			2023
Credit Facilities interest expense	$	6,179		$	2,326
Undrawn commitment fees		688			334
Administrative fees		—			12
Amortization of deferred financing costs		710			310
Total	$	7,577		$	2,982
Weighted average interest rate		7.96	%		6.63	%
Average outstanding balance	$	307,097		$	140,311

We had the following unfunded commitments and unrealized depreciation by investment as of March 31, 2024 and December 31, 2023 (dollar amounts in thousands):

		March 31, 2024				December 31, 2023
Unfunded Commitments	Maturity/ Expiration	Amount		Unrealized Depreciation		Amount		Unrealized Depreciation
CG Buyer, LLC	July 2025	$	3,696	$	41	$	3,696	$	111
Comprehensive Logistics Co., LLC	March 2026		4,556		91		—		—
CSAT Holdings LLC	June 2028		3,934		63		3,934		59
D&D Buyer, LLC	October 2025		8,075		48		8,075		162
D&D Buyer, LLC	October 2028		3,461		21		2,307		46
Del Real, LLC	March 2028		2,550		—		4,079		—
Fenix Intermediate LLC	June 2024		2,076		50		—		—
Fenix Intermediate LLC	March 2026		11,607		279		—		—
Five Star Buyer, Inc.	February 2028		3,035		88		3,035		112
Five Star Buyer, Inc.	May 2024		3,035		88		3,035		112
Hoffmaster Group, Inc.	February 2028		2,096		34		2,096		—
Jones Industrial Holdings, Inc.	February 2025		—		—		8,959		—
Red Robin International, Inc.	March 2027		939		8		1,566		13
Rising Pharma Holdings, Inc.	December 2026		1,981		20		1,981		44
RPM Purchaser, Inc.	September 2025		3,667		—		7,587		121
Signature Brands, LLC	March 2025		3,654		245		3,654		117
Signature Brands, LLC	June 2024		1,827		—		—		—
Sunland Asphalt & Construction, LLC	December 2024		8,033		—		8,033		24
Total		$	68,222	$	1,076	$	62,037	$	921

In order to finance certain investment transactions, we may, from time to time, enter into repurchase agreements with Macquarie US Trading LLC (“Macquarie”), whereby we sell to Macquarie an investment that we hold and concurrently enter into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold (each, a “Macquarie Transaction”).

Additionally, we may, from time to time, enter into repurchase agreements with Barclays Bank PLC (“Barclays”), whereby we sell to Barclays our short-term investments and concurrently enter into an agreement to repurchase the same investments at an agreed-upon price at a future date, generally within 30-days (each, a “Barclays Transaction” and together with the Macquarie Transactions, the “Repurchase Transactions”).

These Repurchase Transactions are accounted for as secured borrowings. Accordingly, the investments financed by these Repurchase Transactions remain on our Consolidated Statements of Assets and Liabilities as an asset, and we record a liability to reflect our repurchase obligation to Macquarie and Barclays (the “Repurchase Obligations”). The Repurchase Obligations are presented on our Consolidated Statements of Assets and Liabilities as Repurchase Obligations. The Repurchase Obligations are secured by the respective investment or short-term investment that is the subject of the repurchase agreement. Interest expense associated with the Repurchase Obligations is reported on our Consolidated Statements of Operations within Interest expense on repurchase transactions.

During the three months ended March 31, 2024 and 2023, we did not enter into or settle any Macquarie Transactions. As of March 31, 2024 and December 31, 2023, we had no outstanding Repurchase Obligations with Macquarie.

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We did not enter into any Barclays Transactions during the three months ended March 31, 2024. During the three months ended March 31, 2023 we entered into Barclays Transactions on January 1, 2023 which settled on January 25, 2023. As of March 31, 2024 and December 31, 2023, we had no outstanding Repurchase Obligations with Barclays.

Interest expense incurred on the Repurchase Obligations during the three months ended March 31, 2024 and 2023 was $0 and $0.4 million, respectively.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, including changes in interest rates. As of March 31, 2024, 100% of our debt investments bore interest based on floating rates, such as SOFR or PRIME. The interest rates on such investments generally reset by reference to the current market index after one to three months. As of March 31, 2024, 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, 2024 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	$	25,570		$	10,548		$	15,022
Up 200 basis points		17,047			7,032			10,015
Up 100 basis points		8,523			3,516			5,007
Down 100 basis points		(8,523	)		(3,516	)		(5,007	)
Down 200 basis points		(17,047	)		(7,032	)		(10,015	)
Down 300 basis points		(25,570	)		(10,548	)		(15,022	)

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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.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K.

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.

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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)
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)

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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

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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 9, 2024	By:	/s/ Richard T. Miller
		Richard T. Miller
		President

Date: May 9, 2024	By:	/s/ Andrew J. Kim
		Andrew J. Kim
		Chief Financial Officer

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