Credit Facilities |
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Credit Facilities | 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 June 30, 2025, the Company was in compliance with such covenants. On March 7, 2025 the Company entered into the first amendment to the Subscription Based Credit Facility (the “First Amendment to the Subscription Based Credit Facility”). The First Amendment to the Subscription Based Credit Facility increased the applicable margin from 1.75% to 2.10%, decreased the Subscription Based Credit Facility Maximum Commitment from $200,000 to $50,000 and extended the stated maturity date from March 7, 2025 to March 6, 2026. On September 13, 2022, TCW DL VIII Financing LLC (the “Borrower” or “TCW DL VIII Financing”), a newly-formed, wholly-owned, special purpose financing subsidiary of the Company entered into a senior secured credit facility (the “Asset Based Credit Facility” fka the “September 2022 Credit Facility” and together with the Subscription Based Credit Facility, the “Credit Facilities”) pursuant to a credit and security agreement with PNC, as facility agent, the lenders from time to time party thereto, U.S. Bank National Association, as custodian, and Alter Domus (US) LLC, as collateral agent and collateral administrator.
7. Credit Facilities (Continued) 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 June 30, 2025, 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. 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 June 30, 2025 and December 31, 2024 was as follows:
(1) The amount available considers any limitations related to the debt facility borrowing. As of June 30, 2025 and December 31, 2024 borrowings under the Asset Based Credit Facility consisted of $400,000 and $400,000, respectively, of Term Loans and $13,200 and $0, respectively of revolving credit lines. 7. Credit Facilities (Continued) Costs associated with the revolving credit lines are recorded as deferred financing costs on the Company's Consolidated Statements of Assets and Liabilities and such costs are being amortized over the lives of the respective Credit Facilities. Costs associated with the Term Loan are recorded as a reduction of the Term Loan on the Company's Consolidated Statements of Assets and Liabilities and such costs are being amortized over the life of the Term Loan. The Company incurred financing costs of $2,704 in connection with Amendment No. 2, of which $1,352 was recorded by the Company as deferred financing costs on its Consolidated Statements of Assets and Liabilities and $1,352 was recorded by the Company as a reduction of the Term Loan on its Consolidated Statements of Assets and Liabilities. The financing costs are being amortized over the term of the Asset Based Credit Facility. As of June 30, 2025 and December 31, 2024, $441 and $1,150, respectively of deferred financing costs related to the revolving credit lines had yet to be amortized and $317 and $1,081, respectively of deferred financing costs related to the Term Loan have yet to be amortized. A reconciliation of amounts presented on the Company’s Consolidated Statements of Assets and Liabilities versus amounts outstanding on the Term Loan is as follows:
The carrying amount of the Credit Facilities, which is categorized as Level 2 within the fair value hierarchy as of June 30, 2025 approximates its fair value. Valuation techniques and significant inputs used to determine fair value include Company performance; credit, market and liquidity risk and events; financial health of the Company; place in the capital structure; interest rate; and the respective credit agreement’s terms and conditions.
The summary information regarding the Credit Facilities for the three and six months ended June 30, 2025 was as follows:
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