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10.82% (SOFR + 7.00%, 2.00% Floor) Net Assets 0.3% Maturity 02/28/262025-12-310001825265ck0001825265:TradingCompaniesDistributorsMemberus-gaap:EquitySecuritiesMember2025-12-310001825265ck0001825265:RevolverMemberck0001825265:CsatHoldingsLlcMember2025-12-310001825265ck0001825265:HoffmasterGroupIncMemberck0001825265:RevolverMember2026-06-300001825265us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:EquitySecuritiesMemberck0001825265:AutomobileComponentsMember2025-12-310001825265Debt Investments, Food Products Signature Brands, LLC, Acquisition Date 05/05/23 Term Loan - 13.43% inc PIK (SOFR + 9.50%, 1.75% Floor, 3.00% PIK) Net Assets 2.2% Maturity 05/04/282026-06-300001825265us-gaap:FairValueInputsLevel2Memberus-gaap:DebtSecuritiesMember2026-06-300001825265Debt Investments, Consumer Durables & Apparel Hy Cite Enterprises, LLC, Acquisition Date 05/21/26 Term Loan - 11.90% (SOFR + 8.00%, 2.00% Floor) Net Assets 1.8% Maturity 04/21/312026-06-300001825265us-gaap:FairValueInputsLevel1Memberus-gaap:DebtSecuritiesMember2025-12-310001825265us-gaap:EquitySecuritiesMember2026-06-300001825265ck0001825265:AxvorIntermediateLLCDQSMemberck0001825265:RevolverMember2026-06-300001825265us-gaap:InvestmentUnaffiliatedIssuerMemberck0001825265:HotelsRestaurantsLeisureMemberus-gaap:DebtSecuritiesMember2025-12-310001825265ck0001825265:MachineryMemberus-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:DebtSecuritiesMember2026-06-300001825265ck0001825265:TermLoanMember2025-12-310001825265Debt Investments, Personal Care Products, Viva 5 Group, LLC, Acquisition Date 05/21/25 Revolver - 10.22% (SOFR + 6.50%, 2.25% Floor) Net Assets 0.1% Maturity 05/21/302025-12-310001825265Debt Investments, Specialty Retail D&D Buyer, LLC, Acquisition Date 10/04/23 Delayed Draw Term Loan - 10.42% (SOFR + 6.50%, 2.00% Floor) Net Assets 1.0% Maturity 10/04/282025-12-310001825265us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001825265:EquitySecuritiesOneMember2026-06-300001825265ck0001825265:AxvorIntermediateLLCDQSMemberck0001825265:RevolverMember2025-12-310001825265ck0001825265:AssetBasedCreditFacilityAmendmentFourMember2026-04-012026-04-010001825265Debt Investments, Ground Transportation RPM Purchaser, Inc., Acquisition Date 09/11/23 Delayed Draw Term Loan B - 10.08% (SOFR + 6.25%, 2.00% Floor) Net Assets 1.0% Maturity 09/11/282025-12-310001825265Debt Investments, Oil, Gas & Consumable Fuels HydroSource Midstream, LLC, Acquisition Date 04/30/26 Bridge Term Loan - 14.43% (SOFR + 10.50%, 2.50% Floor) Net Assets 0.3% Maturity 04/30/312026-01-012026-06-300001825265ck0001825265:AdviserMember2025-12-310001825265HydroSource Holdings, LLC Warrant,expires 4/30/20362026-01-012026-06-300001825265ck0001825265:LeisureProductsMemberus-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:DebtSecuritiesMember2026-06-300001825265Debt Investments, Ground Transportation RPM Purchaser, Inc., Acquisition Date 09/11/23 Term Loan B - 10.08% (SOFR + 6.25%, 2.00% Floor) Net Assets 3.4% Maturity 09/11/282025-01-012025-12-310001825265Debt Investments, Health Care Equipment & Supplies ConnectAmerica.com, LLC, Acquisition Date 10/11/24 Last Out Term Loan - 9.42% (SOFR + 5.75%, 1.75% Floor) Net Assets 6.1% Maturity 10/11/292025-12-310001825265ck0001825265:InvestmentsTransferredPursuantToExchangeOfferMember2026-04-012026-04-0100018252652026-01-012026-03-310001825265Debt Investments, Leisure Products Lumos Holdings US Acquisition Co. Acquisition Date 08/05/25 Term Loan – 9.16% (SOFR + 5.50%, 1.50% Floor) Net Assets 5.8% Maturity Date 08/05/302026-06-300001825265Debt Investments, Hotels, Restaurants & Leisure Red Robin International, Inc., Acquisition Date 04/11/22 Revolver - 11.27% (SOFR + 7.50%, 1.00% Floor) Net Assets 0.1% Maturity 09/03/272026-06-300001825265HydroSource Midstream, LLC Delayed Draw Term Loan - 14.91%2026-06-300001825265ck0001825265:RevolverMemberck0001825265:CsatHoldingsLlcMember2026-06-300001825265us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:EquitySecuritiesMember2026-06-300001825265Debt Investments, Software, CF Newco, Inc., Acquisition Date 12/11/25 Amendment No. 1 Term Loan - 9.92% (SOFR + 6.25%, 1.50% Floor) Net Assets 1.0% Maturity 12/10/292026-06-300001825265Debt Investments, Ground Transportation RPM Purchaser, Inc., Acquisition Date 09/11/23 Term Loan B - 10.01% (SOFR + 6.25%, 2.00% Floor) Net Assets 2.6% Maturity 09/11/282026-01-012026-06-300001825265ck0001825265:SubscriptionBasedCreditFacilityMember2026-03-062026-03-060001825265ck0001825265:NinthAmendmentDelayedDrawTermLoanAMemberck0001825265:SignatureBrandsLlc1Member2026-06-300001825265Debt Investments, Hotels, Restaurants & Leisure Five Star Buyer, Inc., Acquisition Date 05/11/23 Delayed Draw Term Loan - 12.98% inc PIK (SOFR + 9.00%, 1.50% Floor, 2.00% PIK) Net Assets 0.1% Maturity 02/23/282025-01-012025-12-310001825265Debt Investments, Specialty Retail, Follett Higher Education Group, Inc., Acquisition Date 02/01/22 Term Loan - 10.74% (SOFR + 7.00%, 2.00% Floor) Net Assets 3.1% Maturity 02/01/282026-06-3000018252652026-01-012026-06-300001825265us-gaap:FairValueInputsLevel3Memberus-gaap:EquitySecuritiesMember2026-01-012026-06-300001825265country:US2025-12-310001825265us-gaap:FairValueInputsLevel3Member2026-06-300001825265Equity Investments, Trading Companies & Distributors Cinelease, LLC, Acquisition Date 08/07/25 Warrant, expires 07/31/35 Net Assets 0.0%2026-01-012026-06-300001825265ck0001825265:OilGasConsumableFuelsMemberus-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:DebtSecuritiesMember2025-12-310001825265us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputRevenueMultipleMemberus-gaap:EquitySecuritiesMember2025-12-310001825265Debt Investments, Containers & Packaging Hoffmaster Group, Inc., Acquisition Date 02/24/23 Term Loan - 8.66% (SOFR + 5.00%, 2.00% Floor) Net Assets 2.0% Maturity 05/24/282026-01-012026-06-300001825265Equity Investments, Commercial Services & Supplies CSAT Investment Holdings LLC, Acquisition Date 03/05/25 Warrant, expires 03/01/32 Net Assets 0.0%2026-01-012026-06-30iso4217:USDxbrli:sharesxbrli:pureck0001825265:Personsck0001825265:Subsidiariesxbrli:sharesck0001825265:Segmentck0001825265:SubscriptionAgreementiso4217:USD

 

 

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 June 30, 2026

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 June 30, 2026, there was no established public market for the Registrant’s common units. The number of the Registrant’s common units outstanding at August 12, 2026 was 6,310,260.

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 June 30, 2026

Table of Contents

 

 

 

PAGE

 

INDEX

 

NO.

PART I.

FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements

 

 

 

Consolidated Schedule of Investments as of June 30, 2026 (unaudited) and December 31, 2025

 

3

 

Consolidated Statements of Assets and Liabilities as of June 30, 2026 (unaudited) and December 31, 2025

 

16

 

Consolidated Statement of Operations for the three and six months ended June 30, 2026 and 2025 (unaudited)

 

17

 

Consolidated Statement of Changes in Members’ Capital for the three and six months ended June 30, 2026 and 2025 (unaudited)

 

18

 

Consolidated Statement of Cash Flows for the six months ended June 30, 2026 and 2025 (unaudited)

 

20

 

Notes to Consolidated Financial Statements (unaudited)

 

21

Item 2.

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

 

42

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

59

Item 4.

Controls and Procedures

 

60

PART II.

OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

 

61

Item 1A.

Risk Factors

 

61

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

61

Item 3.

Defaults Upon Senior Securities

 

61

Item 4.

Mine Safety Disclosures

 

61

Item 5.

Other Information

 

61

Item 6.

Exhibits

 

62

SIGNATURES

 

64

 

2


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited)

As of June 30, 2026

 

 

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Automobile Components

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fenix Intermediate, LLC

 

03/28/24

 

Term Loan B - 10.74%
(SOFR + 7.00%, 1.75% Floor)

 

 

2.6

%

 

$

14,561,254

 

 

03/28/29

 

$

14,320,038

 

 

$

13,221,619

 

 

Fenix Intermediate, LLC

 

03/28/24

 

Delayed Draw Term Loan B-1 - 10.74%
(SOFR + 7.00%, 1.75% Floor)

 

 

0.2

%

 

 

873,239

 

 

03/28/29

 

 

873,239

 

 

 

792,901

 

 

Superior Industries International, Inc.

 

12/08/25

 

Take Back Term Loan - 13.62% inc PIK
(SOFR + 10.00%, 3.50% Floor, all PIK)

 

 

0.8

%

 

 

4,179,500

 

 

12/08/30

 

 

4,201,793

 

 

 

4,131,854

 

 

 

 

 

 

 

 

 

3.6

%

 

 

 

 

 

 

 

19,395,070

 

 

 

18,146,374

 

Building Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eastern Metal Supply Borrower, LLC

 

01/06/26

 

Term Loan - 9.73%
(SOFR + 6.00%, 1.00% Floor)

 

 

5.8

%

 

 

30,159,233

 

 

01/06/31

 

 

29,750,448

 

 

 

29,797,322

 

 

 

 

 

 

 

 

 

5.8

%

 

 

 

 

 

 

 

29,750,448

 

 

 

29,797,322

 

Commercial Services & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Axvor Intermediate, LLC (DQS)

 

03/24/26

 

Term Loan - 9.89%
(SOFR + 6.25%, 2.00% Floor)

 

 

5.2

%

 

 

26,477,081

 

 

03/24/31

 

 

26,040,514

 

 

 

26,307,628

 

 

Power Acquisition LLC

 

01/22/25

 

Term Loan B - 10.66%
(SOFR + 7.00%, 1.50% Floor)

 

 

3.3

%

 

 

17,419,364

 

 

01/22/30

 

 

17,096,184

 

 

 

16,705,170

 

 

Power Acquisition LLC

 

07/11/25

 

Incremental Term Loan B - 10.66%
(SOFR + 7.00%, 1.50% Floor)

 

 

0.3

%

 

 

1,348,830

 

 

01/22/30

 

 

1,329,546

 

 

 

1,293,528

 

 

 

 

 

 

 

 

 

8.8

%

 

 

 

 

 

 

 

44,466,244

 

 

 

44,306,326

 

Construction & Engineering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sunland Asphalt & Construction, LLC

 

06/16/23

 

Delayed Draw Term Loan - 10.74%
(SOFR + 7.00%, 1.75% Floor)

 

 

0.8

%

 

 

3,907,587

 

 

06/16/28

 

 

3,907,587

 

 

 

3,937,676

 

 

Sunland Asphalt & Construction, LLC

 

06/16/23

 

Term Loan B - 10.74%
(SOFR + 7.00%, 1.75% Floor)

 

 

1.9

%

 

 

9,441,730

 

 

06/16/28

 

 

9,304,484

 

 

 

9,514,431

 

 

 

 

 

 

 

 

 

2.7

%

 

 

 

 

 

 

 

13,212,071

 

 

 

13,452,107

 

Consumer Discretionary Textiles, Apparel & Luxury Goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Helix Sleep, Inc.

 

11/07/25

 

Term Loan - 9.15%
(SOFR + 5.50%, 1.00% Floor)

 

 

1.6

%

 

 

8,184,574

 

 

11/07/30

 

 

8,065,397

 

 

 

8,127,282

 

 

 

 

 

 

 

 

 

1.6

%

 

 

 

 

 

 

 

8,065,397

 

 

 

8,127,282

 

Consumer Durables & Apparel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hy Cite Enterprises, LLC

 

05/21/26

 

Term Loan - 11.90%
(
SOFR + 8.00%, 2.00% Floor)

 

 

1.8

%

 

 

9,136,351

 

 

04/21/31

 

 

9,047,642

 

 

 

8,999,306

 

 

 

 

 

 

 

 

 

1.8

%

 

 

 

 

 

 

 

9,047,642

 

 

 

8,999,306

 

Containers & Packaging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The HC Companies, Inc.

 

08/01/23

 

Term Loan - 12.14% inc PIK
(SOFR + 8.50%, 2.00% Floor, 1.00% PIK)

 

 

3.6

%

 

 

19,711,110

 

 

08/01/28

 

 

19,507,392

 

 

 

17,901,630

 

 

The HC Companies, Inc.

 

05/21/24

 

Incremental Term Loan - 12.14% inc PIK
(SOFR + 8.50%, 2.00% Floor, 1.00% PIK)

 

 

2.1

%

 

 

11,586,375

 

 

08/01/28

 

 

11,443,709

 

 

 

10,522,746

 

 

Hoffmaster Group, Inc.

 

02/24/23

 

Term Loan - 8.66%
(SOFR + 5.00%, 2.00% Floor)

 

 

2.0

%

 

 

10,053,078

 

 

05/24/28

 

 

10,016,832

 

 

 

9,985,723

 

 

Hoffmaster Group, Inc.

 

03/15/24

 

Incremental Term Loan - 8.66%
(SOFR + 5.00%, 2.00% Floor)

 

 

1.8

%

 

 

9,099,702

 

 

05/24/28

 

 

9,023,743

 

 

 

9,038,734

 

 

 

 

 

 

 

 

 

9.5

%

 

 

 

 

 

 

 

49,991,676

 

 

 

47,448,833

 

 

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

3


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of June 30, 2026

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1) (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Energy Equipment & Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HydroSource Logistics, LLC(8)(9)

 

04/01/26

 

5th Amendment Term Loan - 12.74%
(
SOFR + 8.75%, 2.00% Floor)

 

 

1.9

%

 

$

9,961,483

 

 

12/31/27

 

$

9,705,197

 

 

$

9,762,254

 

 

 

 

 

 

 

 

 

1.9

%

 

 

 

 

 

 

 

9,705,197

 

 

 

9,762,254

 

Food Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Baxters North America, Inc.

 

05/31/23

 

Term Loan - 10.24%
(SOFR + 6.50%, 1.75% Floor)

 

 

3.2

%

 

 

16,191,384

 

 

05/31/28

 

 

16,029,066

 

 

 

16,207,575

 

 

Signature Brands, LLC

 

05/05/25

 

9th Amendment Term Loan A - 17.50% inc PIK
(
17.50%, Fixed Coupon, all PIK)

 

 

0.8

%

 

 

4,008,337

 

 

05/04/28

 

 

3,928,247

 

 

 

4,008,337

 

 

Signature Brands, LLC

 

05/05/23

 

Term Loan - 13.43% inc PIK
(SOFR + 9.50%, 1.75% Floor, 3.00% PIK)

 

 

2.2

%

 

 

18,939,407

 

 

05/04/28

 

 

18,801,614

 

 

 

10,909,099

 

 

Signature Brands, LLC

 

02/29/24

 

Delayed Draw Term Loan A - 10.43%
(
SOFR + 6.50%, 1.75% Floor)

 

 

0.2

%

 

 

1,037,542

 

 

05/04/28

 

 

1,029,639

 

 

 

1,037,542

 

 

 

 

 

 

 

 

 

6.4

%

 

 

 

 

 

 

 

39,788,566

 

 

 

32,162,553

 

Ground Transportation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RPM Purchaser, Inc.

 

09/11/23

 

Delayed Draw Term Loan B - 10.01%
(SOFR + 6.25%, 2.00% Floor)

 

 

0.8

%

 

 

4,097,295

 

 

09/11/28

 

 

4,097,295

 

 

 

4,097,295

 

 

RPM Purchaser, Inc.

 

09/11/23

 

Term Loan B - 10.01%
(SOFR + 6.25%, 2.00% Floor)

 

 

2.6

%

 

 

13,273,929

 

 

09/11/28

 

 

13,091,612

 

 

 

13,273,929

 

 

 

 

 

 

 

 

 

3.4

%

 

 

 

 

 

 

 

17,188,907

 

 

 

17,371,224

 

Health Care Equipment & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ConnectAmerica.com, LLC

 

10/11/24

 

Last Out Term Loan - 10.48% inc PIK
(
SOFR + 6.75%, 1.75% Floor, 4.00% PIK)

 

 

4.9

%

 

 

26,590,638

 

 

10/11/29

 

 

26,314,648

 

 

 

24,489,978

 

 

 

 

 

 

 

 

 

4.9

%

 

 

 

 

 

 

 

26,314,648

 

 

 

24,489,978

 

Hotels, Restaurants & Leisure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADAN-B LLC (24 Hour Fitness)

 

4/30/2025 & 12/31/25

 

Term Loan - 9.48%
(SOFR + 5.75%, 1.50% Floor)

 

 

4.8

%

 

 

24,312,137

 

 

12/31/30

 

 

23,891,753

 

 

 

24,069,016

 

 

ADAN-B LLC (24 Hour Fitness)

 

4/30/2025 & 12/31/25

 

Revolver - 9.48%
(SOFR + 5.75%, 1.50% Floor)

 

 

0.2

%

 

 

1,033,613

 

 

12/31/30

 

 

1,033,613

 

 

 

1,023,277

 

 

CEC Entertainment, LLC

 

09/26/25

 

Term Loan - 9.73%
(SOFR + 6.00%, 2.00% Floor)

 

 

4.4

%

 

 

22,773,607

 

 

09/26/30

 

 

22,312,786

 

 

 

22,044,852

 

 

Five Star Buyer, Inc.

 

05/11/23

 

Term Loan - 12.82% inc PIK
(SOFR + 9.00%, 1.50% Floor, 2.00% PIK)

 

 

1.8

%

 

 

9,797,733

 

 

02/23/28

 

 

9,666,858

 

 

 

9,172,119

 

 

Five Star Buyer, Inc.

 

05/11/23

 

Delayed Draw Term Loan - 12.88% inc PIK
(SOFR + 9.00%, 1.50% Floor, 2.00% PIK)

 

 

0.1

%

 

 

352,979

 

 

02/23/28

 

 

352,979

 

 

 

352,273

 

 

Red Robin International, Inc.

 

04/11/22

 

Revolver - 11.27%
(SOFR + 7.50%, 1.00% Floor)

 

 

0.1

%

 

 

613,974

 

 

09/03/27

 

 

613,974

 

 

 

613,360

 

 

Red Robin International, Inc.

 

04/11/22

 

Term Loan - 11.41%
(SOFR + 7.50%, 1.00% Floor)

 

 

1.1

%

 

 

5,703,742

 

 

09/03/27

 

 

5,673,834

 

 

 

5,698,038

 

 

 

 

 

 

 

 

 

12.5

%

 

 

 

 

 

 

 

63,545,797

 

 

 

62,972,935

 

Household Durables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lenox Holdings, Inc.

 

07/08/22

 

Term Loan - 12.68%
(
SOFR + 8.75%, 1.00% Floor)

 

 

3.2

%

 

 

15,822,059

 

 

12/31/26

 

 

15,786,684

 

 

 

15,822,059

 

 

 

 

 

 

 

 

 

3.2

%

 

 

 

 

 

 

 

15,786,684

 

 

 

15,822,059

 

 

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

4


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of June 30, 2026

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1) (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Information Technology Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corcentric, Inc.

 

05/09/23

 

Term Loan - 10.99%
(SOFR + 7.00%, 2.00% Floor)

 

 

3.7

%

 

$

18,682,942

 

 

05/09/27

 

$

18,623,095

 

 

$

18,610,078

 

 

 

 

 

 

 

 

 

3.7

%

 

 

 

 

 

 

 

18,623,095

 

 

 

18,610,078

 

Leisure Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lumos Holdings US Acquisition Co. (Life Fitness)

 

08/05/25

 

Term Loan - 9.16%
(
SOFR + 5.50%, 1.50% Floor)

 

 

5.8

%

 

 

28,906,560

 

 

08/05/30

 

 

28,551,322

 

 

 

28,906,560

 

 

 

 

 

 

 

 

 

5.8

%

 

 

 

 

 

 

 

28,551,322

 

 

 

28,906,560

 

Machinery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Andy, Inc.

 

06/16/23

 

Term Loan - 12.63% inc PIK
(SOFR + 8.75%, 1.50% Floor, 5.75% PIK)

 

 

1.7

%

 

 

13,502,567

 

 

06/16/28

 

 

13,377,493

 

 

 

8,398,596

 

 

Triarc Tanks Bidco, LLC

 

10/03/22

 

Term Loan - 10.99%
(SOFR + 7.00%, 1.00% Floor)

 

 

1.3

%

 

 

7,036,296

 

 

10/03/26

 

 

7,022,727

 

 

 

6,614,118

 

 

 

 

 

 

 

 

 

3.0

%

 

 

 

 

 

 

 

20,400,220

 

 

 

15,012,714

 

Metals & Mining

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Material Sciences Corporation

 

03/14/25

 

Term Loan - 9.98%
(SOFR + 6.25%, 2.00% Floor)

 

 

5.1

%

 

 

25,973,824

 

 

03/14/30

 

 

25,541,116

 

 

 

25,454,347

 

 

 

 

 

 

 

 

 

5.1

%

 

 

 

 

 

 

 

25,541,116

 

 

 

25,454,347

 

Oil, Gas & Consumable Fuels

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HOP Energy, LLC(2)(5)

 

02/29/24

 

Term Loan B - 13.76% inc PIK
(
SOFR + 10.00%, 2.00% Floor, all PIK)

 

 

0.0

%

 

 

3,524,465

 

 

12/09/27

 

 

2,646,672

 

 

 

 

 

HOP Energy, LLC(2)(5)

 

04/27/25

 

Delayed Draw Term Loan B - 13.76% inc PIK
(
SOFR + 10.00%, 2.00% Floor, all PIK)

 

 

0.1

%

 

 

385,552

 

 

12/09/27

 

 

347,198

 

 

 

380,154

 

 

HOP Energy, LLC(2)(5)

 

06/17/22

 

Term Loan - 12.76% inc PIK
(
SOFR + 9.00%, 2.00% Floor, all PIK)

 

 

0.9

%

 

 

16,430,785

 

 

12/09/27

 

 

14,316,415

 

 

 

4,375,518

 

 

HOP Energy, LLC(2)(5)

 

01/14/25

 

Term Loan C - 13.76% inc PIK
(
SOFR + 10.00%, 2.00% Floor, all PIK)

 

 

0.5

%

 

 

2,652,708

 

 

12/09/27

 

 

2,353,086

 

 

 

2,615,570

 

 

HydroSource Midstream, LLC(9)

 

04/30/26

 

Term Loan - 14.93% inc PIK
(
SOFR + 11.00%, 2.50% Floor, all PIK)

 

 

3.5

%

 

 

18,097,276

 

 

04/30/31

 

 

17,502,203

 

 

 

17,373,385

 

 

HydroSource Midstream, LLC(9)

 

04/30/26

 

Bridge Term Loan - 14.43%
(
SOFR + 10.50%, 2.50% Floor)

 

 

0.3

%

 

 

1,357,550

 

 

04/30/31

 

 

1,328,623

 

 

 

1,346,689

 

 

HydroSource Midstream, LLC(9)

 

04/30/26

 

Revolver - 14.43%
(
SOFR + 10.50%, 2.50% Floor)

 

 

0.1

%

 

 

407,265

 

 

04/30/31

 

 

407,265

 

 

 

391,382

 

 

HydroSource Midstream, LLC(9)

 

04/30/26

 

Delayed Draw Term Loan - 14.91% inc PIK
(
SOFR + 11.00%, 2.50% Floor, all PIK)

 

 

0.6

%

 

 

3,054,487

 

 

04/30/31

 

 

3,008,670

 

 

 

2,932,307

 

 

 

 

 

 

 

 

 

6.0

%

 

 

 

 

 

 

 

41,910,132

 

 

 

29,415,005

 

Paper & Forest Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pallet Logistics of America, LLC

 

11/22/24

 

Revolver - 10.68%
(SOFR + 7.00%, 1.00% Floor)

 

 

0.2

%

 

 

936,764

 

 

11/29/29

 

 

936,764

 

 

 

899,294

 

 

Pallet Logistics of America, LLC

 

11/22/24

 

Term Loan - 10.66% inc PIK
(SOFR + 7.00%, 1.00% Floor, 0.50% PIK)

 

 

2.3

%

 

 

11,811,718

 

 

11/22/29

 

 

11,652,334

 

 

 

11,369,888

 

 

 

 

 

 

 

 

 

2.5

%

 

 

 

 

 

 

 

12,589,098

 

 

 

12,269,182

 

 

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

5


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of June 30, 2026

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1) (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Care Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Vitamin Shoppe, LLC

 

03/23/26

 

Term Loan - 9.90%
(
SOFR + 6.25%, 2.00% Floor)

 

 

4.8

%

 

$

24,341,935

 

 

03/23/31

 

$

23,881,758

 

 

$

23,855,096

 

 

Viva 5 Group, LLC

 

05/21/25

 

Term Loan - 10.14%
(
SOFR + 6.50%, 2.25% Floor)

 

 

4.8

%

 

 

24,711,421

 

 

05/21/30

 

 

24,224,991

 

 

 

24,266,615

 

 

Viva 5 Group, LLC

 

05/21/25

 

Revolver - 10.14%
(
SOFR + 6.50%, 2.25% Floor)

 

 

0.6

%

 

 

3,118,191

 

 

05/21/30

 

 

3,118,191

 

 

 

3,062,064

 

 

 

 

 

 

 

 

 

10.2

%

 

 

 

 

 

 

 

51,224,940

 

 

 

51,183,775

 

Professional Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alorica Inc.

 

12/21/22

 

Term Loan - 10.52%
(
SOFR + 6.88%, 1.50% Floor)

 

 

3.0

%

 

 

15,149,747

 

 

12/21/27

 

 

15,082,793

 

 

 

15,149,747

 

 

 

 

 

 

 

 

 

3.0

%

 

 

 

 

 

 

 

15,082,793

 

 

 

15,149,747

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CF Newco, Inc.

 

12/09/24

 

Term Loan - 9.67%
(
SOFR + 6.00%, 1.50% Floor)

 

 

2.1

%

 

 

10,798,309

 

 

12/10/29

 

 

10,718,237

 

 

 

10,776,712

 

 

CF Newco, Inc.

 

12/09/24

 

Revolver - 9.67%
(
SOFR + 6.00%, 1.50% Floor)

 

 

0.1

%

 

 

750,504

 

 

12/10/29

 

 

750,504

 

 

 

749,002

 

 

CF Newco, Inc.

 

12/11/25

 

Amendment No. 1 Term Loan - 9.92%
(
SOFR + 6.25%, 1.50% Floor)

 

 

1.0

%

 

 

4,941,633

 

 

12/10/29

 

 

4,874,888

 

 

 

4,971,283

 

 

 

 

 

 

 

 

 

3.2

%

 

 

 

 

 

 

 

16,343,629

 

 

 

16,496,997

 

Specialty Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

D&D Buyer, LLC

 

10/04/23

 

Term Loan - 9.58%
(
SOFR + 5.75%, 2.00% Floor)

 

 

5.8

%

 

 

28,612,781

 

 

10/04/29

 

 

28,362,827

 

 

 

28,898,909

 

 

D&D Buyer, LLC

 

02/18/26

 

5th Amendment Delayed Draw Term Loan - 9.58%
(
SOFR + 5.75%, 2.00% Floor)

 

 

0.8

%

 

 

3,859,478

 

 

10/04/29

 

 

3,849,800

 

 

 

3,859,478

 

 

Follett Higher Education Group, Inc.

 

02/01/22

 

Term Loan - 10.74%
(SOFR + 7.00%, 2.00% Floor)

 

 

3.1

%

 

 

15,495,721

 

 

02/01/28

 

 

15,460,556

 

 

 

15,505,019

 

 

 

 

 

 

 

 

 

9.7

%

 

 

 

 

 

 

 

47,673,183

 

 

 

48,263,406

 

Trading Companies & Distributors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cinelease, LLC

 

08/07/25

 

ABL Term Loan - 11.12%
(SOFR +
7.50%, 2.50% Floor)

 

 

1.9

%

 

 

10,019,271

 

 

07/31/30

 

 

9,676,517

 

 

 

9,628,519

 

 

 

 

 

 

 

 

 

1.9

%

 

 

 

 

 

 

 

9,676,517

 

 

 

9,628,519

 

Transportation Infrastructure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CG Buyer, LLC

 

07/19/23

 

Delayed Draw Term Loan - 9.64%
(SOFR + 6.00%, 1.50% Floor)

 

 

0.0

%

 

 

215,431

 

 

07/19/28

 

 

215,431

 

 

 

215,431

 

 

CG Buyer, LLC

 

07/19/23

 

Term Loan - 9.64%
(SOFR + 6.00%, 1.50% Floor)

 

 

2.0

%

 

 

9,880,491

 

 

07/19/28

 

 

9,770,333

 

 

 

9,880,491

 

 

 

 

 

 

 

 

 

2.0

%

 

 

 

 

 

 

 

9,985,764

 

 

 

10,095,922

 

 

Total Debt Investments

 

 

 

 

 

 

122.2

%

 

 

 

 

 

 

 

643,860,156

 

 

 

613,344,805

 

 

 

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

6


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of June 30, 2026

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Shares

 

 

 

 

Amortized
Cost

 

 

Fair Value

 

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Automobile Components

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUP Parent Holdings, LLC(2)(4)

 

12/08/25

 

Common Units

 

 

0.9

%

 

 

18,873

 

 

 

 

$

8,394,901

 

 

$

4,489,203

 

 

 

 

 

 

 

 

 

0.9

%

 

 

 

 

 

 

 

8,394,901

 

 

 

4,489,203

 

Commercial Services & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSAT Investment Holdings LLC(2)(4)

 

03/05/25

 

Warrant, expires 03/01/32

 

 

0.0

%

 

 

567,349

 

 

 

 

 

 

 

 

57,195

 

 

 

 

 

 

 

 

 

0.0

%

 

 

 

 

 

 

 

 

 

 

57,195

 

Energy Equipment & Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EagleRock Land LLC (2)(4)(6)(7)(8)(9)

 

05/15/26

 

Class A Units

 

 

8.1

%

 

 

1,911,077

 

 

 

 

 

135,535

 

 

 

40,610,386

 

 

 

 

 

 

 

 

 

8.1

%

 

 

 

 

 

 

 

135,535

 

 

 

40,610,386

 

Oil, Gas & Consumable Fuels

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HydroSource Holdings, LLC(2)(4)(9)

 

04/30/26

 

Warrant, expires 04/30/36

 

 

0.1

%

 

 

91

 

 

 

 

 

 

 

 

318,677

 

 

 

 

 

 

 

 

 

0.1

%

 

 

 

 

 

 

 

 

 

 

318,677

 

Trading Companies & Distributors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cinelease, LLC(2)(4)

 

08/07/25

 

Warrant, expires 07/31/35

 

 

0.0

%

 

 

106,644

 

 

 

 

 

187,805

 

 

 

150,496

 

 

 

 

 

 

 

 

 

0.0

%

 

 

 

 

 

 

 

187,805

 

 

 

150,496

 

 

Total Equity Investments

 

 

 

 

 

 

9.1

%

 

 

 

 

 

 

 

8,718,241

 

 

 

45,625,957

 

 

Total Debt & Equity Investments(3)

 

 

 

 

 

 

131.3

%

 

 

 

 

 

 

 

652,578,397

 

 

 

658,970,762

 

 

Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First American Government Obligation Fund, Yield 3.56%, Class X (FGXXX)

 

 

5.6

%

 

 

28,120,814

 

 

 

 

 

28,120,814

 

 

 

28,120,814

 

 

Total Cash Equivalents

 

 

 

 

 

 

5.6

%

 

 

28,120,814

 

 

 

 

 

28,120,814

 

 

 

28,120,814

 

 

Total Investments (136.9%)

 

 

 

 

 

 

 

 

 

 

 

 

 

$

680,699,211

 

 

$

687,091,576

 

 

Net unrealized depreciation on unfunded commitments (-0.1%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(252,785

)

 

Liabilities in Excess of Other Assets (-36.8%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(184,844,163

)

 

Net Assets (100.0%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

501,994,628

 

 

 

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

 

(2)
Non-income producing.

 

(3)
Except for the Level 1 investment, the fair value of each debt and equity investment was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

 

(4)
All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933 as amended (the “Securities Act”), and may be deemed “restricted securities” under the Securities Act. As of June 30, 2026, the aggregate fair value of these securities was $45,625,957, or 6.4% of the Company’s total assets.

 

(5)
Loan was on non-accrual status as of June 30, 2026.

 

(6)
Fair value of the EagleRock Land LLC Class A Units held by the Company is based on the market price of the issuer's stock as of June 30, 2026. Such units are considered to be a Level 1 security within the Fair Value Hierarchy.

 

(7)
The EagleRock LLC Class A Units are subject to a contractual sale restriction. See Note 3.

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

7


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of June 30, 2026

 

(8)
The investment is not a qualifying asset as defined in Section 55(a) under the 1940 Act, as amended. A business development company may not acquire an asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of June 30, 2026, $50,372,640 or 7.1% of the Company’s total assets were represented by “non-qualifying assets.”

 

(9)
As defined in the Investment Company Act of 1940, as amended (the “1940 Act”), the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, between 5% and 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2025 and June 30, 2026 along with transactions during the period ended June 30, 2026 in these affiliated investments are as follows:

 

Name of Investment

 

Fair Value at December 31, 2025

 

 

Gross Addition (a)

 

 

Gross Reduction (b)

 

 

Realized Gains
(Losses)

 

 

Net Change in
Unrealized
Appreciation/
(Depreciation)

 

 

Fair Value at June 30, 2026

 

 

Interest/Dividend/
Other income

 

EagleRock Land LLC Class A Units

 

$

 

 

$

135,535

 

 

$

 

 

$

 

 

$

40,474,852

 

 

$

40,610,387

 

 

$

 

HydroSource Holdings, LLC Warrant,expires 4/30/2036

 

 

28,719,739

 

 

 

 

 

 

(357,421

)

 

 

17,086,430

 

 

 

(45,130,072

)

 

 

318,676

 

 

 

 

HydroSource Logistics, LLC 3rd Amendment Term Loan

 

 

40,240,512

 

 

 

 

 

 

(38,923,804

)

 

 

609,115

 

 

 

(1,925,823

)

 

 

 

 

 

2,586,384

 

HydroSource Logistics, LLC 5th Amendment Term Loan - 12.74%

 

 

 

 

 

9,705,197

 

 

 

 

 

 

 

 

 

57,056

 

 

 

9,762,253

 

 

 

319,369

 

HydroSource Logistics, LLC Revolver

 

 

2,657,450

 

 

 

 

 

 

(2,657,450

)

 

 

 

 

 

 

 

 

 

 

 

159,289

 

HydroSource Logistics, LLC Term Loan

 

 

25,401,878

 

 

 

 

 

 

(24,908,179

)

 

 

228,379

 

 

 

(722,078

)

 

 

 

 

 

1,604,370

 

HydroSource Midstream, LLC Bridge Term Loan - 14.43%

 

 

 

 

 

1,328,622

 

 

 

 

 

 

 

 

 

18,067

 

 

 

1,346,689

 

 

 

33,726

 

HydroSource Midstream, LLC Delayed Draw Term Loan - 14.91%

 

 

 

 

 

3,008,670

 

 

 

 

 

 

 

 

 

(76,362

)

 

 

2,932,308

 

 

 

60,742

 

HydroSource Midstream, LLC Revolver - 14.43%

 

 

 

 

 

407,265

 

 

 

 

 

 

 

 

 

(15,883

)

 

 

391,382

 

 

 

10,936

 

HydroSource Midstream, LLC Term Loan - 14.93%

 

 

 

 

 

17,502,202

 

 

 

 

 

 

 

 

 

(128,818

)

 

 

17,373,384

 

 

 

449,129

 

Total Non-Controlled Affiliated Investments

 

$

97,019,579

 

 

$

32,087,491

 

 

$

(66,846,854

)

 

$

17,923,924

 

 

$

(7,449,061

)

 

$

72,735,079

 

 

$

5,223,945

 

 

(a)
Gross additions include new purchases, payment-in-kind (“PIK”) income and amortization of original issue and market discounts.
(b)
Gross reductions include decreases in the cost basis from sales, paydown, the amortization of premium and transfers to Perpetual Fund (as defined in Note 1).

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

 

PIK - Payment-In-Kind

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

8


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of June 30, 2026

 

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $263,453,658 and $174,004,945, respectively, for the period ended June 30, 2026. 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.

9


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments

As of December 31, 2025

 

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Automobile Components

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fenix Intermediate, LLC

 

03/28/24

 

Term Loan B - 10.43%
(SOFR + 6.75%, 1.75% Floor)

 

 

3.5

%

 

$

29,487,621

 

 

03/28/29

 

$

28,909,368

 

 

$

28,396,579

 

 

Fenix Intermediate, LLC

 

03/28/24

 

Delayed Draw Term Loan B-1 - 10.43%
(SOFR + 6.75%, 1.75% Floor)

 

 

0.2

%

 

 

1,768,373

 

 

03/28/29

 

 

1,768,373

 

 

 

1,702,943

 

 

Superior Industries International, Inc.

 

12/08/25

 

Take Back Term Loan - 13.78% inc PIK
(SOFR + 10.00%, 3.50% Floor, all PIK)

 

 

1.0

%

 

 

7,871,926

 

 

12/08/30

 

 

7,662,098

 

 

 

7,875,074

 

 

 

 

 

 

 

 

 

4.7

%

 

 

 

 

 

 

 

38,339,839

 

 

 

37,974,596

 

Commercial Services & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSAT Holdings LLC

 

06/30/23

 

Term Loan - 14.43% inc PIK
(SOFR + 10.50%, 2.00% Floor, 2.25% PIK)

 

 

3.5

%

 

 

28,770,282

 

 

06/30/28

 

 

28,288,201

 

 

 

28,741,512

 

 

CSAT Holdings LLC

 

06/30/23

 

Revolver - 14.33% inc PIK
(SOFR + 10.50%, 2.00% Floor, 2.25% PIK)

 

 

0.3

%

 

 

2,622,820

 

 

06/30/28

 

 

2,622,820

 

 

 

2,620,198

 

 

Comprehensive Logistics Co., LLC

 

03/26/24

 

Term Loan - 11.32%
(SOFR + 7.50%, 2.00% Floor)

 

 

4.2

%

 

 

34,487,535

 

 

03/26/26

 

 

34,398,141

 

 

 

34,039,197

 

 

Power Acquisition LLC

 

01/22/25

 

Term Loan B - 9.86%
(SOFR + 6.00%, 1.50% Floor)

 

 

4.1

%

 

 

35,476,365

 

 

01/22/30

 

 

34,724,735

 

 

 

33,702,547

 

 

Power Acquisition LLC

 

07/11/25

 

Incremental Term Loan B - 9.86%
(SOFR + 6.00%, 1.50% Floor)

 

 

0.3

%

 

 

2,724,408

 

 

01/22/30

 

 

2,680,040

 

 

 

2,604,534

 

 

 

 

 

 

 

 

 

12.4

%

 

 

 

 

 

 

 

102,713,937

 

 

 

101,707,988

 

Construction & Engineering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sunland Asphalt & Construction, LLC

 

06/16/23

 

Delayed Draw Term Loan - 10.32%
(
SOFR + 6.50%, 1.75% Floor)

 

 

1.0

%

 

 

7,932,833

 

 

06/16/28

 

 

7,932,833

 

 

 

8,008,195

 

 

Sunland Asphalt & Construction, LLC

 

06/16/23

 

Term Loan B - 10.32%
(
SOFR + 6.50%, 1.75% Floor)

 

 

2.4

%

 

 

19,070,701

 

 

06/16/28

 

 

18,723,590

 

 

 

19,251,872

 

 

 

 

 

 

 

 

 

3.4

%

 

 

 

 

 

 

 

26,656,423

 

 

 

27,260,067

 

Consumer Discretionary Textiles, Apparel & Luxury Goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Helix Sleep, Inc.

 

11/07/25

 

Term Loan - 9.37%
(SOFR + 5.50%, 1.00% Floor)

 

 

2.0

%

 

 

16,614,530

 

 

11/07/30

 

 

16,345,063

 

 

 

16,415,156

 

 

 

 

 

 

 

 

 

2.0

%

 

 

 

 

 

 

 

16,345,063

 

 

 

16,415,156

 

Containers & Packaging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The HC Companies, Inc.

 

08/01/23

 

Term Loan - 12.17% inc PIK
(SOFR + 8.50%, 2.00% Floor, 1.00% PIK)

 

 

4.5

%

 

 

39,978,146

 

 

08/01/28

 

 

39,465,994

 

 

 

37,007,770

 

 

The HC Companies, Inc.

 

05/21/24

 

Incremental Term Loan - 12.17% inc PIK
(SOFR + 8.50%, 2.00% Floor, 1.00% PIK)

 

 

2.7

%

 

 

23,499,528

 

 

08/01/28

 

 

23,140,745

 

 

 

21,753,513

 

 

Hoffmaster Group, Inc.

 

02/24/23

 

Term Loan - 10.10%
(SOFR + 6.25%, 2.00% Floor)

 

 

2.5

%

 

 

20,412,392

 

 

02/24/28

 

 

20,316,448

 

 

 

20,261,341

 

 

Hoffmaster Group, Inc.

 

03/15/24

 

Incremental Term Loan - 10.10%
(SOFR + 6.25%, 2.00% Floor)

 

 

2.2

%

 

 

18,473,637

 

 

02/24/28

 

 

18,272,619

 

 

 

18,336,932

 

 

 

 

 

 

 

 

 

11.9

%

 

 

 

 

 

 

 

101,195,806

 

 

 

97,359,556

 

 

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

10


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2025

 

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1) (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Energy Equipment & Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HydroSource Logistics, LLC

 

04/14/25

 

3rd Amendment Term Loan - 12.43%
(SOFR + 8.50%, 2.00% Floor)

 

 

4.9

%

 

$

40,240,512

 

 

04/04/29

 

$

38,923,804

 

 

$

40,240,512

 

 

HydroSource Logistics, LLC

 

04/05/24

 

Term Loan - 12.43%
(SOFR + 8.50%, 2.00% Floor)

 

 

3.1

%

 

 

25,401,878

 

 

04/04/29

 

 

24,908,179

 

 

 

25,401,878

 

 

HydroSource Logistics, LLC

 

04/05/24

 

Revolver - 12.46%
(SOFR + 8.50%, 2.00% Floor)

 

 

0.3

%

 

 

2,657,450

 

 

04/04/29

 

 

2,657,450

 

 

 

2,657,450

 

 

 

 

 

 

 

 

 

8.3

%

 

 

 

 

 

 

 

66,489,433

 

 

 

68,299,840

 

Food Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Baxters North America, Inc.

 

05/31/23

 

Term Loan - 10.70%
(SOFR + 6.88%, 1.75% Floor)

 

 

4.1

%

 

 

33,213,014

 

 

05/31/28

 

 

32,794,874

 

 

 

33,253,452

 

 

Great Kitchens Food Company, Inc.

 

05/31/24

 

Term Loan - 9.72%
(SOFR + 6.00%, 1.25% Floor)

 

 

4.5

%

 

 

36,720,427

 

 

05/31/29

 

 

36,136,869

 

 

 

36,720,427

 

 

Signature Brands, LLC

 

05/05/25

 

9th Amendment Term Loan A - 17.50% inc PIK
(
17.50%, Fixed Coupon, all PIK)

 

 

0.9

%

 

 

7,419,002

 

 

05/04/28

 

 

7,213,727

 

 

 

7,419,002

 

 

Signature Brands, LLC

 

05/05/23

 

Term Loan - 13.58% inc PIK
(SOFR + 9.50%, 1.75% Floor, all PIK)

 

 

2.7

%

 

 

36,699,338

 

 

05/04/28

 

 

36,356,909

 

 

 

22,276,498

 

 

Signature Brands, LLC

 

02/29/24

 

Delayed Draw Term Loan A - 10.58% inc PIK
(SOFR + 6.50%, 1.75% Floor, all PIK)

 

 

0.2

%

 

 

2,040,852

 

 

05/04/28

 

 

2,020,563

 

 

 

2,040,852

 

 

 

 

 

 

 

 

 

12.4

%

 

 

 

 

 

 

 

114,522,942

 

 

 

101,710,231

 

Ground Transportation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RPM Purchaser, Inc.

 

09/11/23

 

Delayed Draw Term Loan B - 10.08%
(SOFR + 6.25%, 2.00% Floor)

 

 

1.0

%

 

 

8,392,338

 

 

09/11/28

 

 

8,392,338

 

 

 

8,392,338

 

 

RPM Purchaser, Inc.

 

09/11/23

 

Term Loan B - 10.08%
(SOFR + 6.25%, 2.00% Floor)

 

 

3.4

%

 

 

27,193,615

 

 

09/11/28

 

 

26,735,923

 

 

 

27,465,551

 

 

 

 

 

 

 

 

 

4.4

%

 

 

 

 

 

 

 

35,128,261

 

 

 

35,857,889

 

Health Care Equipment & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ConnectAmerica.com, LLC

 

10/11/24

 

Last Out Term Loan - 9.42%
(
SOFR + 5.75%, 1.75% Floor)

 

 

6.1

%

 

 

52,115,726

 

 

10/11/29

 

 

51,464,193

 

 

 

50,239,560

 

 

 

 

 

 

 

 

 

6.1

%

 

 

 

 

 

 

 

51,464,193

 

 

 

50,239,560

 

Hotels, Restaurants & Leisure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADAN-B LLC (24 Hour Fitness)

 

4/30/2025 & 12/31/25

 

Term Loan - 9.42%
(SOFR + 5.75%, 1.50% Floor)

 

 

6.8

%

 

 

56,431,197

 

 

12/31/30

 

 

55,329,195

 

 

 

56,007,963

 

 

Five Star Buyer, Inc.

 

05/11/23

 

Term Loan - 12.98% inc PIK
(SOFR + 9.00%, 1.50% Floor, 2.00% PIK)

 

 

2.3

%

 

 

19,906,031

 

 

02/23/28

 

 

19,557,182

 

 

 

18,592,233

 

 

Five Star Buyer, Inc.

 

05/11/23

 

Delayed Draw Term Loan - 12.98% inc PIK
(SOFR + 9.00%, 1.50% Floor, 2.00% PIK)

 

 

0.1

%

 

 

711,445

 

 

02/23/28

 

 

711,445

 

 

 

664,490

 

 

Red Robin International, Inc.

 

04/11/22

 

Revolver - 11.40%
(SOFR + 7.50%, 1.00% Floor)

 

 

0.2

%

 

 

1,515,706

 

 

03/04/27

 

 

1,515,706

 

 

 

1,505,096

 

 

Red Robin International, Inc.

 

04/11/22

 

Term Loan - 11.50%
(SOFR + 7.50%, 1.00% Floor)

 

 

1.4

%

 

 

11,520,596

 

 

03/04/27

 

 

11,408,545

 

 

 

11,439,952

 

 

CEC Entertainment, LLC

 

09/26/25

 

Term Loan - 9.67%
(SOFR + 6.00%, 2.00% Floor)

 

 

5.6

%

 

 

46,581,106

 

 

09/26/30

 

 

45,528,334

 

 

 

45,556,322

 

 

 

 

 

 

 

 

 

16.4

%

 

 

 

 

 

 

 

134,050,407

 

 

 

133,766,056

 

Household Durables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lenox Holdings, Inc.

 

07/08/22

 

Term Loan - 12.92%
(SOFR + 8.75%, 1.00% Floor)

 

 

4.0

%

 

 

32,929,252

 

 

12/31/26

 

 

32,782,811

 

 

 

32,929,252

 

 

 

 

 

 

 

 

 

4.0

%

 

 

 

 

 

 

 

32,782,811

 

 

 

32,929,252

 

 

 

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

11


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2025

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1) (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Information Technology Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corcentric, Inc.

 

05/09/23

 

Term Loan - 10.93%
(
SOFR + 7.00%, 2.00% Floor)

 

 

4.7

%

 

$

38,249,808

 

 

05/09/27

 

$

38,056,203

 

 

$

38,196,259

 

 

 

 

 

 

 

 

 

4.7

%

 

 

 

 

 

 

 

38,056,203

 

 

 

38,196,259

 

Leisure Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lumos Holdings US Acquisition Co. (Life Fitness)

 

08/05/25

 

Term Loan - 9.40%
(
SOFR + 5.50%, 1.50% Floor)

 

 

7.1

%

 

 

58,680,509

 

 

08/05/30

 

 

57,872,125

 

 

 

57,976,343

 

 

 

 

 

 

 

 

 

7.1

%

 

 

 

 

 

 

 

57,872,125

 

 

 

57,976,343

 

Machinery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Andy, Inc.

 

06/16/23

 

Term Loan - 12.57% inc PIK
(
SOFR + 8.75%, 1.50% Floor, 5.75% PIK)

 

 

2.6

%

 

 

26,497,585

 

 

06/16/28

 

 

26,182,028

 

 

 

21,198,068

 

 

Triarc Tanks Bidco, LLC

 

10/03/22

 

Term Loan - 10.93%
(
SOFR + 7.00%, 1.00% Floor)

 

 

1.7

%

 

 

14,562,898

 

 

10/03/26

 

 

14,480,664

 

 

 

13,751,745

 

 

 

 

 

 

 

 

 

4.3

%

 

 

 

 

 

 

 

40,662,692

 

 

 

34,949,813

 

Metals & Mining

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Material Sciences Corporation

 

03/14/25

 

Term Loan - 10.17%
(
SOFR + 6.50%, 2.00% Floor)

 

 

6.3

%

 

 

52,728,374

 

 

03/14/30

 

 

51,732,353

 

 

 

51,251,979

 

 

 

 

 

 

 

 

 

6.3

%

 

 

 

 

 

 

 

51,732,353

 

 

 

51,251,979

 

Oil, Gas & Consumable Fuels

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HOP Energy, LLC(2)(5)

 

02/29/24

 

Term Loan B - 13.83% inc PIK
(
SOFR + 10.00%, 2.00% Floor, all PIK)

 

 

0.0

%

 

 

6,644,922

 

 

12/09/27

 

 

5,345,831

 

 

 

 

 

HOP Energy, LLC(2)(5)

 

04/27/25

 

Delayed Draw Term Loan B - 13.83% inc PIK
(
SOFR + 10.00%, 2.00% Floor, all PIK)

 

 

0.1

%

 

 

726,908

 

 

12/09/27

 

 

702,347

 

 

 

726,908

 

 

HOP Energy, LLC(2)(5)

 

06/17/22

 

Term Loan - 12.83% inc PIK
(
SOFR + 9.00%, 2.00% Floor, all PIK)

 

 

1.3

%

 

 

31,132,535

 

 

12/09/27

 

 

29,208,187

 

 

 

10,379,587

 

 

HOP Energy, LLC(2)(5)

 

01/14/25

 

Term Loan C - 13.83% inc PIK
(
SOFR + 10.00%, 2.00% Floor, all PIK)

 

 

0.6

%

 

 

5,001,338

 

 

12/09/27

 

 

4,764,015

 

 

 

5,001,338

 

 

 

 

 

 

 

 

 

2.0

%

 

 

 

 

 

 

 

40,020,380

 

 

 

16,107,833

 

Paper & Forest Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pallet Logistics of America, LLC

 

11/22/24

 

Revolver - 10.79%
(
SOFR + 7.00%, 1.00% Floor)

 

 

0.2

%

 

 

1,438,000

 

 

11/29/29

 

 

1,438,000

 

 

 

1,391,984

 

 

Pallet Logistics of America, LLC

 

11/22/24

 

Term Loan - 10.79% inc PIK
(
SOFR + 7.00%, 1.00% Floor, 0.50% PIK)

 

 

2.8

%

 

 

23,980,095

 

 

11/22/29

 

 

23,536,948

 

 

 

23,212,732

 

 

 

 

 

 

 

 

 

3.0

%

 

 

 

 

 

 

 

24,974,948

 

 

 

24,604,716

 

Personal Care Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Viva 5 Group, LLC

 

05/21/25

 

Term Loan - 10.22%
(
SOFR + 6.50%, 2.25% Floor)

 

 

6.2

%

 

 

51,226,396

 

 

05/21/30

 

 

50,089,504

 

 

 

50,406,774

 

 

Viva 5 Group, LLC

 

05/21/25

 

Revolver - 10.22%
(
SOFR + 6.50%, 2.25% Floor)

 

 

0.1

%

 

 

1,149,310

 

 

05/21/30

 

 

1,149,310

 

 

 

1,130,921

 

 

 

 

 

 

 

 

 

6.3

%

 

 

 

 

 

 

 

51,238,814

 

 

 

51,537,695

 

Professional Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alorica Inc.

 

12/21/22

 

Term Loan - 10.59%
(
SOFR + 6.88%, 1.50% Floor)

 

 

3.8

%

 

 

30,943,677

 

 

12/21/27

 

 

30,760,913

 

 

 

30,943,677

 

 

 

 

 

 

 

 

 

3.8

%

 

 

 

 

 

 

 

30,760,913

 

 

 

30,943,677

 

 

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

12


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2025

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Par
Amount/Shares

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

 

DEBT(1) (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CF Newco, Inc.

 

12/09/24

 

Term Loan - 9.74%
(
SOFR + 6.00%, 1.50% Floor)

 

 

2.7

%

 

$

22,153,339

 

 

12/10/29

 

$

21,965,431

 

 

$

22,264,106

 

 

CF Newco, Inc.

 

12/09/24

 

Revolver - 9.74%
(
SOFR + 6.00%, 1.50% Floor)

 

 

0.2

%

 

 

1,515,890

 

 

12/10/29

 

 

1,515,890

 

 

 

1,515,890

 

 

CF Newco, Inc.

 

12/11/25

 

Amendment No. 1 Term Loan - 9.99%
(
SOFR + 6.25%, 1.50% Floor)

 

 

1.3

%

 

 

10,133,264

 

 

12/10/29

 

 

9,976,704

 

 

 

10,264,996

 

 

 

 

 

 

 

 

 

4.2

%

 

 

 

 

 

 

 

33,458,025

 

 

 

34,044,992

 

Specialty Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

D&D Buyer, LLC

 

10/04/23

 

Term Loan - 10.27%
(
SOFR + 6.50%, 2.00% Floor)

 

 

4.0

%

 

 

32,589,249

 

 

10/04/28

 

 

32,018,673

 

 

 

32,869,516

 

 

D&D Buyer, LLC

 

10/04/23

 

Revolver - 10.27%
(
SOFR + 6.50%, 2.00% Floor)

 

 

0.4

%

 

 

2,873,529

 

 

10/04/28

 

 

2,873,529

 

 

 

2,873,529

 

 

D&D Buyer, LLC

 

10/04/23

 

Delayed Draw Term Loan - 10.42%
(
SOFR + 6.50%, 2.00% Floor)

 

 

1.0

%

 

 

7,876,392

 

 

10/04/28

 

 

7,876,392

 

 

 

7,944,129

 

 

D&D Buyer, LLC

 

08/20/25

 

4th Amendment Delayed Draw Term Loan - 10.49%
(SOFR + 6.50%, 2.00% Floor)

 

 

1.4

%

 

 

11,733,619

 

 

10/04/28

 

 

11,733,619

 

 

 

11,834,528

 

 

Follett Higher Education Group, Inc.

 

07/28/25

 

Incremental Term Loan - 10.82%
(
SOFR + 7.00%, 2.00% Floor)

 

 

0.3

%

 

 

2,434,155

 

 

02/28/26

 

 

2,373,619

 

 

 

2,423,201

 

 

Follett Higher Education Group, Inc.

 

02/01/22

 

Term Loan - 10.82%
(
SOFR + 7.00%, 2.00% Floor)

 

 

3.9

%

 

 

31,915,394

 

 

02/01/28

 

 

31,782,993

 

 

 

31,944,118

 

 

 

 

 

 

 

 

 

11.0

%

 

 

 

 

 

 

 

88,658,825

 

 

 

89,889,021

 

Trading Companies & Distributors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cinelease, LLC

 

08/07/25

 

ABL Term Loan - 11.82%
(
SOFR + 7.50%, 2.50% Floor)

 

 

2.0

%

 

 

17,111,644

 

 

07/31/30

 

 

16,335,295

 

 

 

16,598,294

 

 

 

 

 

 

 

 

 

2.0

%

 

 

 

 

 

 

 

16,335,295

 

 

 

16,598,294

 

Transportation Infrastructure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CG Buyer, LLC

 

07/19/23

 

Delayed Draw Term Loan - 10.22%
(SOFR + 6.50%, 1.50% Floor)

 

 

0.1

%

 

 

437,352

 

 

07/19/28

 

 

437,352

 

 

 

435,166

 

 

CG Buyer, LLC

 

07/19/23

 

Term Loan - 10.22%
(
SOFR + 6.50%, 1.50% Floor)

 

 

2.4

%

 

 

19,956,923

 

 

07/19/28

 

 

19,680,828

 

 

 

19,857,138

 

 

 

 

 

 

 

 

 

2.5

%

 

 

 

 

 

 

 

20,118,180

 

 

 

20,292,304

 

 

Total Debt Investments

 

 

 

 

 

 

143.2

%

 

 

 

 

 

 

 

1,213,577,868

 

 

 

1,169,913,117

 

 

 

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

13


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2025

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of Net Assets

 

 

Shares

 

 

 

 

Amortized
Cost

 

 

Fair Value

 

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Automobile Components

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUP Parent Holdings, LLC(2)(4)

 

08/13/25

 

Common Units

 

 

1.2

%

 

 

38,121

 

 

 

 

$

16,956,285

 

 

$

9,574,747

 

 

 

 

 

 

 

 

 

1.2

%

 

 

 

 

 

 

 

16,956,285

 

 

 

9,574,747

 

Commercial Services & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSAT Investment Holdings LLC(2)(4)

 

03/05/25

 

Warrant, expires 03/05/32

 

 

0.2

%

 

 

1,145,950

 

 

 

 

 

508,373

 

 

 

1,330,907

 

 

 

 

 

 

 

 

 

0.2

%

 

 

 

 

 

 

 

508,373

 

 

 

1,330,907

 

Energy Equipment & Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HydroSource Logistics, LLC (2)(4)

 

04/05/24

 

Warrant, expires 4/4/34

 

 

3.5

%

 

 

247

 

 

 

 

 

357,421

 

 

 

28,719,739

 

 

 

 

 

 

 

 

 

3.5

%

 

 

 

 

 

 

 

357,421

 

 

 

28,719,739

 

Trading Companies & Distributors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cinelease, LLC(2)(4)

 

08/07/25

 

Warrant, expires 07/31/35

 

 

0.0

%

 

 

215,403

 

 

 

 

 

379,334

 

 

 

249,867

 

 

 

 

 

 

 

 

 

0.0

%

 

 

 

 

 

 

 

379,334

 

 

 

249,867

 

 

Total Equity Investments

 

 

 

 

 

 

4.9

%

 

 

 

 

 

 

 

18,201,413

 

 

 

39,875,260

 

 

Total Debt & Equity Investments(3)

 

 

 

 

 

 

148.1

%

 

 

 

 

 

 

 

1,231,779,281

 

 

 

1,209,788,377

 

 

Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First American Government Obligation Fund, Yield 3.68%, Class X (FGXXX)

 

 

5.0

%

 

 

41,044,908

 

 

 

 

 

41,044,908

 

 

 

41,044,908

 

 

Total Cash Equivalents

 

 

 

 

 

 

5.0

%

 

 

41,044,908

 

 

 

 

 

41,044,908

 

 

 

41,044,908

 

 

Total Investments (152.7%)

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,272,824,189

 

 

$

1,250,833,285

 

 

Net unrealized depreciation on unfunded commitments (-0.1%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,005,800

)

 

Liabilities in Excess of Other Assets (-52.6%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(430,727,848

)

 

Net Assets (100.0%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

819,099,637

 

 

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

 

(2)
Non-income producing.

 

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

 

(4)
All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933 as amended (the “Securities Act”), and may be deemed “restricted securities” under the Securities Act. As of December 31, 2025, the aggregate fair value of these securities was $39,875,260, or 3.1% of the Company’s total assets.

 

(5)
Loan was on non-accrual status as of as of December 31, 2025.

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

 

PIK - Payment-In-Kind

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

14


TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2025

 

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $654,603,203 and $385,629,258, respectively, for the period ended December 31, 2025. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.

 

Geographic Breakdown of Portfolio

 

 

 

United States

 

 

100

%

 

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

15


 

TCW DIRECT LENDING VIII LLC

Consolidated Statements of Assets and Liabilities

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

 

 

As of June 30,

 

 

 

 

 

2026

 

 

As of December 31,

 

 

 

(unaudited)

 

 

2025

 

Assets

 

 

 

 

 

 

Investments, at fair value

 

 

 

 

 

 

Non-controlled/non-affiliated investments (amortized cost of $620,491 and
   $
1,231,779, respectively)

 

$

586,236

 

 

$

1,209,788

 

Non-controlled affiliated investments (amortized cost of $32,087 and
   $
0, respectively)

 

 

72,735

 

 

 

 

Cash and cash equivalents

 

 

28,455

 

 

 

52,311

 

Interfund receivable for investments transferred

 

 

12,003

 

 

 

 

Interfund receivable for cash transferred

 

 

5,433

 

 

 

 

Interest income receivable

 

 

3,242

 

 

 

4,870

 

Receivable for investment sold

 

 

719

 

 

 

155

 

Due from adviser

 

 

 

 

 

106

 

Deferred financing costs

 

 

1,102

 

 

 

595

 

Prepaid and other assets

 

 

448

 

 

 

75

 

Total Assets

 

$

710,373

 

 

$

1,267,900

 

Liabilities

 

 

 

 

 

 

Term loan (net of $1,102 and $563 of deferred financing costs, respectively)

 

$

148,898

 

 

$

324,437

 

Incentive fee payable

 

 

25,568

 

 

 

37,358

 

Interfund payable for cash transferred

 

 

14,768

 

 

 

 

Revolving credit facilities payable

 

 

7,149

 

 

 

76,700

 

Interfund payable for investments transferred

 

 

5,846

 

 

 

 

Interest and credit facility expense payable

 

 

3,166

 

 

 

4,289

 

Management fees payable

 

 

2,101

 

 

 

3,859

 

Unrealized depreciation on unfunded commitments

 

 

253

 

 

 

1,006

 

Directors' fees payable

 

 

101

 

 

 

 

Other accrued expenses and other liabilities

 

 

528

 

 

 

1,151

 

Total Liabilities

 

 

208,378

 

 

 

448,800

 

Commitments and Contingencies (Note 5)

 

 

 

 

 

 

Members’ Capital

 

 

 

 

 

 

Common Unitholders’ commitment: (6,310,260 and 12,745,660 units issued and outstanding, respectively)

 

 

631,026

 

 

 

1,274,566

 

Common Unitholders’ undrawn commitment: (6,310,260 and 12,745,660 units issued and outstanding, respectively)

 

 

(120,865

)

 

 

(384,504

)

Common Unitholders’ return of capital

 

 

(4,817

)

 

 

(9,729

)

Common Unitholders’ offering costs

 

 

(172

)

 

 

(347

)

Common Unitholders’ capital

 

 

505,172

 

 

 

879,986

 

Accumulated overdistributed earnings

 

 

(3,177

)

 

 

(60,886

)

Total Members’ Capital

 

 

501,995

 

 

 

819,100

 

Total Liabilities and Members’ Capital

 

$

710,373

 

 

$

1,267,900

 

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

 

$

98.71

 

 

$

94.43

 

 

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

 

 

 

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

16


 

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Operations (Unaudited)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Investment Income

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlled/non-affiliated investments:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

14,665

 

 

$

37,485

 

 

$

49,155

 

 

$

67,664

 

Interest income paid-in-kind

 

 

1,646

 

 

 

4,277

 

 

 

4,316

 

 

 

8,342

 

Other fee income

 

 

400

 

 

 

105

 

 

 

489

 

 

 

216

 

Non-controlled affiliated investments:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

4,775

 

 

 

 

 

 

4,775

 

 

 

 

Interest income paid-in-kind

 

 

449

 

 

 

 

 

 

449

 

 

 

 

Total investment income

 

 

21,935

 

 

 

41,867

 

 

 

59,184

 

 

 

76,222

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Interest and credit facility expenses

 

 

3,337

 

 

 

10,506

 

 

 

10,695

 

 

 

19,319

 

Incentive fees

 

 

5,194

 

 

 

1,488

 

 

 

8,988

 

 

 

4,119

 

Management fees

 

 

2,101

 

 

 

3,947

 

 

 

6,126

 

 

 

7,177

 

Administrative fees

 

 

187

 

 

 

273

 

 

 

464

 

 

 

521

 

Professional fees

 

 

141

 

 

 

203

 

 

 

239

 

 

 

276

 

Directors’ fees

 

 

89

 

 

 

67

 

 

 

146

 

 

 

119

 

Other expenses

 

 

83

 

 

 

112

 

 

 

304

 

 

 

246

 

Total expenses

 

 

11,132

 

 

 

16,596

 

 

 

26,962

 

 

 

31,777

 

Net investment income

 

 

10,803

 

 

 

25,271

 

 

 

32,222

 

 

 

44,445

 

Net realized and unrealized gain (loss) on investments

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gain (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlled/non-affiliated investments

 

 

(29,194

)

 

 

(75

)

 

 

(29,127

)

 

 

(75

)

Non-controlled affiliated investments

 

 

17,924

 

 

 

 

 

 

17,924

 

 

 

 

Net change in unrealized appreciation/(depreciation):

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlled/non-affiliated investments

 

 

36,618

 

 

 

(16,767

)

 

 

36,629

 

 

 

(21,029

)

Non-controlled affiliated investments

 

 

(7,449

)

 

 

 

 

 

(7,449

)

 

 

 

Net realized and unrealized gain (loss) on investments

 

 

17,899

 

 

 

(16,842

)

 

 

17,977

 

 

 

(21,104

)

Net increase in Members’ Capital from operations

 

$

28,702

 

 

$

8,429

 

 

$

50,199

 

 

$

23,341

 

Basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Income per unit

 

$

4.55

 

 

$

0.66

 

 

$

5.27

 

 

$

1.83

 

Weighted Average Units Outstanding

 

 

6,310,260

 

 

 

12,745,660

 

 

 

9,527,960

 

 

 

12,745,660

 

 

 

 

 

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

17


 

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Changes in Members’ Capital (Unaudited)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

 

Common
Unitholders’
Capital

 

 

Accumulated Undistributed (Overdistributed) Earnings

 

 

Total

 

Members’ Capital at January 1, 2026

 

$

879,986

 

 

$

(60,886

)

 

$

819,100

 

Net Increase in Members’ Capital Resulting from Operations:

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

21,419

 

 

 

21,419

 

Net realized gain on investments

 

 

 

 

 

67

 

 

 

67

 

Net change in unrealized appreciation/(depreciation) on investments

 

 

 

 

 

11

 

 

 

11

 

Distributions to Members from:

 

 

 

 

 

 

 

 

 

Distributable earnings

 

 

 

 

 

(25,000

)

 

 

(25,000

)

Total Decrease in Members’ Capital for the three months ended March 31, 2026

 

 

 

 

 

(3,503

)

 

 

(3,503

)

Members’ Capital at March 31, 2026

 

 

879,986

 

 

 

(64,389

)

 

 

815,597

 

Net Increase in Members’ Capital Resulting from Operations:

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

10,803

 

 

 

10,803

 

Net realized gain on investments

 

 

 

 

 

(11,270

)

 

 

(11,270

)

Net change in unrealized appreciation/(depreciation) on investments

 

 

 

 

 

29,169

 

 

 

29,169

 

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

 

 

 

 

 

 

 

 

 

Contributions

 

 

69,500

 

 

 

 

 

 

69,500

 

Transfer of net assets to Perpetual Fund pursuant to Exchange Offer on April 1, 2026

 

 

(444,314

)

 

 

32,510

 

 

 

(411,804

)

Total (Decrease) Increase in Members’ Capital for the three months ended June 30, 2026

 

 

(374,814

)

 

 

61,212

 

 

 

(313,602

)

Members’ Capital at June 30, 2026

 

$

505,172

 

 

$

(3,177

)

 

$

501,995

 

 

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

18


 

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Changes in Members’ Capital (Unaudited)

(Dollar amounts in thousands, except unit data)

June 30, 2025

 

 

Common
Unitholders’
Capital

 

 

Accumulated Undistributed (Overdistributed) Earnings

 

 

Total

 

Members’ Capital at January 1, 2025

 

$

644,774

 

 

$

(33,545

)

 

$

611,229

 

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

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

19,174

 

 

 

19,174

 

Net change in unrealized appreciation/(depreciation) on investments

 

 

 

 

 

(4,262

)

 

 

(4,262

)

Distributions to Members from:

 

 

 

 

 

 

 

 

 

Distributable earnings

 

 

 

 

 

(25,000

)

 

 

(25,000

)

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

 

 

 

 

 

(10,088

)

 

 

(10,088

)

Members’ Capital at March 31, 2025

 

 

644,774

 

 

 

(43,633

)

 

 

601,141

 

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

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

25,271

 

 

 

25,271

 

Net realized loss on investments

 

 

 

 

 

(75

)

 

 

(75

)

Net change in unrealized appreciation/(depreciation) on investments

 

 

 

 

 

(16,767

)

 

 

(16,767

)

Distributions to Members from:

 

 

 

 

 

 

 

 

 

Distributable earnings

 

 

 

 

 

(25,000

)

 

 

(25,000

)

Net Increase in Members’ Capital Resulting from Capital Activity:

 

 

 

 

 

 

 

 

 

Contributions

 

 

239,000

 

 

 

 

 

 

239,000

 

Total Increase (Decrease) in Members’ Capital for the three months ended June 30, 2025

 

 

239,000

 

 

 

(16,571

)

 

 

222,429

 

Members’ Capital at June 30, 2025

 

$

883,774

 

 

$

(60,204

)

 

$

823,570

 

 

 

 

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

19


 

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Cash Flows (Unaudited)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

 

For the six months ended June 30,

 

 

2026

 

 

2025

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net increase in net assets resulting from operations

 

$

50,199

 

 

$

23,341

 

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

 

 

 

 

 

 

Purchases of investments

 

 

(258,689

)

 

 

(431,989

)

Interest income paid-in-kind

 

 

(4,765

)

 

 

(8,342

)

Proceeds from sales and paydowns of investments

 

 

174,005

 

 

 

121,706

 

Net realized (gain) loss on investments

 

 

11,203

 

 

 

75

 

Change in net unrealized (appreciation)/depreciation on investments

 

 

(29,180

)

 

 

21,029

 

Amortization of premium and accretion of discount, net

 

 

(3,569

)

 

 

(3,703

)

Amortization of deferred financing costs

 

 

329

 

 

 

1,655

 

Increase (decrease) in operating assets and liabilities:

 

 

 

 

 

 

(Increase) decrease in interest income receivable

 

 

(1,769

)

 

 

(1,308

)

(Increase) decrease in receivable for investment sold

 

 

(564

)

 

 

(46

)

(Increase) decrease in due from Advisor

 

 

52

 

 

 

 

(Increase) decrease in interfund receivable for investments transferred

 

 

(12,003

)

 

 

 

(Increase) decrease in interfund receivable for cash transferred

 

 

(5,433

)

 

 

 

(Increase) decrease in prepaid and other assets

 

 

(477

)

 

 

73

 

Increase (decrease) in incentive fee payable

 

 

8,988

 

 

 

4,119

 

Increase (decrease) in management fees payable

 

 

274

 

 

 

977

 

Increase (decrease) in interest and credit facility expense payable

 

 

(1,123

)

 

 

542

 

Increase (decrease) in interfund payable for investments transferred

 

 

5,846

 

 

 

 

Increase (decrease) in directors’ fees payable

 

 

128

 

 

 

99

 

Increase (decrease) in other accrued expenses and other liabilities

 

 

(399

)

 

 

(378

)

Net cash used in operating activities

 

 

(66,947

)

 

 

(272,150

)

Cash Flows from Financing Activities

 

 

 

 

 

 

Contribution from Members

 

 

69,500

 

 

 

239,000

 

Distributions to Members from distributable earnings

 

 

(25,000

)

 

 

(50,000

)

Deferred financing costs paid

 

 

(1,839

)

 

 

(182

)

Net cash transferred in Exchange Offer

 

 

(17,370

)

 

 

 

Proceeds from credit facilities

 

 

274,300

 

 

 

276,200

 

Repayment of credit facilities

 

 

(256,500

)

 

 

(237,000

)

Net cash provided by financing activities

 

 

43,091

 

 

 

228,018

 

Net decrease in cash and cash equivalents

 

 

(23,856

)

 

 

(44,132

)

Cash and cash equivalents, beginning of period

 

 

52,311

 

 

 

92,946

 

Cash and cash equivalents, end of period

 

$

28,455

 

 

$

48,814

 

Supplemental and non-cash financing activities

 

 

 

 

 

 

Interest expense paid

 

$

11,033

 

 

$

16,225

 

Payable for cash transferred pursuant to Exchange Offer

 

$

(14,768

)

 

$

 

Non-cash purchases of investments due to reorganization

 

$

(22,836

)

 

$

 

Non-cash sales of investments due to reorganization

 

$

22,836

 

 

$

 

 

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

20


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

 

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 (“TCW”).

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

On January 21, 2022, the Company entered into the Investment Advisory and Management Agreement with the Adviser. On the same date, the Company also completed the first closing of the sale of its Common Units (the “Initial Closing Date”) pursuant to which the Company sold 4,543,770 Common Units at an aggregate purchase price of $454,377. The Company continued to accept subscription agreements and issue Units for a period of twelve-months following the Initial Closing Date (the “Closing Period”). On January 6, 2023, the Company's board of directors (the “Board” or “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 (the “LLC 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 LLC Agreement was amended such that the definition of the Closing Period was amended to be the twenty-six month period following the Initial Closing Date, such that the Initial Closing Date ended on March 21, 2024.

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

On April 28, 2026, the Company formed a wholly-owned subsidiary, TCW DL HDR MID LLC, a single member Delaware limited liability company, for the purpose of holding equity investments of the Company. As of June 30, 2026, the Company has four wholly-owned subsidiaries, each a single member Delaware limited liability company.

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

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

 

 

21


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

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 ended 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 TCW's 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 June 30, 2026, the Company has sold 6,310,260 Units for an aggregate offering price of $631,026. 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”.

22


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

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 June 30, 2026, 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

 

$

631,026

 

 

$

120,865

 

 

 

80.8

%

 

 

6,310,260

 

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 June 30, 2026 was $4,817.

On January 14, 2026, as amended on February 20, 2026, March 9, 2026, and March 24, 2026, the Company filed a Schedule TO (the “Schedule TO”) with the SEC relating to an offer to exchange outstanding Units for an equivalent number of limited liability company units of TCW Specialty Lending LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (the “Perpetual Fund”, and such exchange, the “Exchange Offer”). The Exchange Offer resulted in the transfer of approximately 50% of the Company's assets, liabilities and related interests attributable to the exchanged Units to the Perpetual Fund and the Perpetual Fund splitting off and operating as a stand-alone company. The Perpetual Fund operates as a closed-end, non-diversified management investment company regulated as a business development company under the Investment Company Act of 1940.

On April 1, 2026, the Company completed the Exchange Offer pursuant to which holders of the Company’s outstanding Units were permitted to exchange all or a portion of their Units for an equivalent number of limited liability company units of the Perpetual Fund. In accordance with the terms of the Exchange Offer, 6,435,400 Units were validly tendered and accepted for exchange, representing approximately 50.49% of the Company’s outstanding Units.

In connection with the completion of the Exchange Offer, the Company transferred to the Perpetual Fund a pro rata share of all of the assets, liabilities and related interests held by the Company immediately prior to the completion of the Exchange Offer, in proportion to the number of Units validly tendered and accepted for exchange, and tendering holders received an equivalent number of Perpetual Fund units in exchange for the accepted Units. Units accepted for exchange in the Exchange Offer were canceled upon settlement. The Company has an interfund receivable from Perpetual Fund for cash and investments transferred of $5,433 and $12,003, respectively, and an interfund payable to Perpetual Fund for cash and investments transferred of $14,748 and $5,846, respectively, in connection with cash and investments transferred between the companies during and after the Exchange Offer.

The Company accounted for the Exchange Offer as a non pro rata split-off under the guidance in ASC 845, Nonmonetary Transactions, under the relevant guidance pertaining to nonreciprocal transfer to owners. Management evaluated the transaction under the applicable guidance for investment companies and nonreciprocal transfers and concluded that the transfer resulted in a disposition of the transferred investments for financial reporting purposes. Accordingly, the Company derecognized the transferred investments and recognized realized gains and losses equal to the difference between the investments' fair values immediately prior to the transfer and their original cost basis. The net realized loss recognized as a result of the transaction was $11,605 and is included in net realized gain (loss) on investments within the Company’s Consolidated Statement of Operations. The net realized loss was allocated to the investors that transferred to Perpetual Fund on the exchange date of April 1, 2026. The Company retained the investments and net assets associated with the unitholders that elected to remain invested in the Company.

On April 1, 2026, in connection with the completion of the Exchange Offer, the Company entered into Amendment No. 5 to the LLC Agreement (the “LLCA Amendment No. 5”). LLCA Amendment No. 5, among other things, revised Article 14 of the Company’s limited liability company agreement with respect to the “publicly offered security” exception under the Plan Asset Regulation for purposes of ERISA and Section 4975 of the Code, and as an additional protective measure, monitoring benefit plan investor ownership; required the Company to provide certain certifications and notices to ERISA Members; authorized the Board to interpret Article 14 consistent with that reliance; and revised the circumstances in which an ERISA Member may elect, or be required, to withdraw from the Company.

23


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

2.
Significant Accounting Policies

Basis of Presentation: The Company’s unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 and Article 10 of Regulation S-X. The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC Topic 946”). The unaudited consolidated financial statements reflect all adjustments, both normal and recurring which, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition for the periods presented. The unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission ("SEC") on March 26, 2026.

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 (“PIK”) are recorded on an accrual basis unless doubtful of collection or the related investment is in default. Although the Company does not currently expect the Private Credit Group to originate a significant amount of investments for the Company with the use of PIK interest features, from time to time the Company may make investments that contain such features or that subsequently incorporate such features after origination. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. To maintain the Company's tax status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends for the year the income was earned, even though the Company has not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest. For the three and six months ended June 30, 2026, PIK interest income earned was $2,095 and $4,765, respectively, representing 9.6% and 8.1%, respectively, of investment income. For the three and six months ended June 30, 2025, PIK interest income earned was $4,277 and $8,342, respectively, representing 10.2% and 10.9%, respectively, of investment income.

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

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

 

24


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

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. If at any point the Company believes PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection.

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

Organizational and Offering Costs: Costs incurred to organize the Company are expensed as incurred. Offering costs are accumulated and will be charged directly to Members’ Capital at the end of the period during which Units will be offered (the “Closing Period”). The Company will not bear more than an amount equal to 10 basis points of the aggregate capital commitments to the Company through the Units (in aggregate, the “Commitments”) of the Company for organizational and offering costs in connection with the offering of the Units through the Closing Period. Organizational costs are expensed as incurred and since inception, the Company has incurred $718 in organizational costs, of which $0 was expensed during the three and six months ended June 30, 2026. Since inception, the Company has incurred $172 in offering costs, all of which were charged to Members’ Capital as of December 31, 2024.

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 June 30, 2026, cash and cash equivalents are comprised of demand deposits and highly liquid investments with maturities of three months or less. Cash equivalents are valued at the net asset value of the mutual fund which approximates fair value and are classified as Level 1 in the GAAP valuation hierarchy.

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

3.
Investment Valuations and Fair Value Measurements

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

Investments for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by the Board of Directors 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.

25


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

3.
Investment Valuations and Fair Value Measurements (Continued)

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, is generally used to determine fair value, though some cases use an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.

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

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

 

26


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

3.
Investment Valuations and Fair Value Measurements (Continued)

 

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 June 30, 2026:

 

Investments

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Debt

 

$

 

 

$

 

 

$

613,345

 

 

$

613,345

 

Equity

 

 

40,610

 

 

 

 

 

 

5,016

 

 

 

45,626

 

Cash equivalents

 

 

28,121

 

 

 

 

 

 

 

 

 

28,121

 

Total

 

$

68,731

 

 

$

 

 

$

618,361

 

 

$

687,092

 

 

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, 2025:

 

Investments

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Debt

 

$

 

 

$

 

 

$

1,169,913

 

 

$

1,169,913

 

Equity

 

 

 

 

 

 

 

 

39,875

 

 

 

39,875

 

Cash equivalents

 

 

41,045

 

 

 

 

 

 

 

 

 

41,045

 

Total

 

$

41,045

 

 

$

 

 

$

1,209,788

 

 

$

1,250,833

 

The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three and six months ended June 30, 2026:

 

 

Debt

 

 

Equity

 

 

Total

 

Balance, April 1, 2026

 

$

1,263,318

 

 

$

46,335

 

 

$

1,309,653

 

Purchases

 

 

52,814

 

 

 

 

 

 

52,814

 

Sales and paydowns of investments

 

 

(60,950

)

 

 

(782

)

 

 

(61,732

)

Investments transferred pursuant to Exchange Offer

 

 

(637,861

)

 

 

(23,395

)

 

 

(661,256

)

Amortization of premium and accretion of discount, net

 

 

1,485

 

 

 

 

 

 

1,485

 

Net realized (loss) gain

 

 

(25,828

)

 

 

14,558

 

 

 

(11,270

)

Net change in unrealized appreciation/(depreciation)

 

 

20,367

 

 

 

(31,700

)

 

 

(11,333

)

Balance, June 30, 2026

 

$

613,345

 

 

$

5,016

 

 

$

618,361

 

Change in net unrealized appreciation/(depreciation) in investments held as of June 30, 2026

 

$

22,393

 

 

$

2,778

 

 

$

25,171

 

 

 

Debt

 

 

Equity

 

 

Total

 

Balance, January 1, 2026

 

$

1,169,913

 

 

$

39,875

 

 

$

1,209,788

 

Purchases, including payments received in-kind

 

 

285,933

 

 

 

357

 

 

 

286,290

 

Sales and paydowns of investments

 

 

(195,837

)

 

 

(1,139

)

 

 

(196,976

)

Investments transferred pursuant to Exchange Offer

 

 

(637,861

)

 

 

(23,395

)

 

 

(661,256

)

Amortization of premium and accretion of discount, net

 

 

3,569

 

 

 

 

 

 

3,569

 

Net realized gain

 

 

(25,761

)

 

 

14,558

 

 

 

(11,203

)

Net change in unrealized appreciation/(depreciation)

 

 

13,389

 

 

 

(25,240

)

 

 

(11,851

)

Balance, June 30, 2026

 

$

613,345

 

 

$

5,016

 

 

$

618,361

 

Change in net unrealized appreciation/(depreciation) in investments held as of June 30, 2026

 

$

15,799

 

 

$

3,944

 

 

$

19,743

 

 

27


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

3.
Investment Valuations and Fair Value Measurements (Continued)

The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three and six months ended June 30, 2025:

 

 

Debt

 

 

Equity

 

 

Total

 

Balance, April 1, 2025

 

$

1,097,095

 

 

$

2,031

 

 

$

1,099,126

 

Purchases

 

 

263,529

 

 

 

1,176

 

 

 

264,705

 

Sales and paydowns of investments

 

 

(105,893

)

 

 

(277

)

 

 

(106,170

)

Amortization of premium and accretion of discount, net

 

 

2,267

 

 

 

 

 

 

2,267

 

Net realized loss

 

 

(75

)

 

 

 

 

 

(75

)

Net change in unrealized appreciation/(depreciation)

 

 

(22,002

)

 

 

5,610

 

 

 

(16,392

)

Balance, June 30, 2025

 

$

1,234,921

 

 

$

8,540

 

 

$

1,243,461

 

Change in net unrealized appreciation/(depreciation) in investments held as of June 30, 2025

 

$

(21,121

)

 

$

5,610

 

 

$

(15,511

)

 

 

Debt

 

 

Equity

 

 

Total

 

Balance, January 1, 2025

 

$

941,903

 

 

$

224

 

 

$

942,127

 

Purchases, including payments received in-kind

 

 

438,398

 

 

 

1,933

 

 

 

440,331

 

Sales and paydowns of investments

 

 

(121,305

)

 

 

(401

)

 

 

(121,706

)

Amortization of premium and accretion of discount, net

 

 

3,703

 

 

 

 

 

 

3,703

 

Net change in unrealized appreciation/(depreciation)

 

 

(27,703

)

 

 

6,784

 

 

 

(20,919

)

Balance, June 30, 2025

 

$

1,234,921

 

 

$

8,540

 

 

$

1,243,461

 

Change in net unrealized appreciation/(depreciation) in investments held as of June 30, 2025

 

$

(26,823

)

 

$

6,784

 

 

$

(20,039

)

The Company did not have any transfers between levels during the three and six months ended June 30, 2026 and 2025.

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 June 30, 2026:

 

Investment Type

 

Fair Value

 

 

Valuation
Technique

 

Unobservable
Input

 

Range

 

Weighted
Average*

 

 

Impact to
Valuation if
Input Increases

Debt

 

$

549,523

 

 

Income Method

 

Discount Rate

 

9.2% to 32.0%

 

12.2%

 

 

Decrease

Debt

 

$

57,153

 

 

Market Method

 

EBITDA Multiple

 

5.0x to 7.5x

 

5.8x

 

 

Increase

Debt

 

$

6,669

 

 

Income Method

 

Discount Rate

 

14.1% to 17.5%

 

15.8%

 

 

Decrease

 

 

 

 

 

Market Method

 

EBITDA Multiple

 

3.1x to 4.1x

 

3.6x

 

 

Increase

Equity

 

$

4,546

 

 

Market Method

 

EBITDA Multiple

 

4.6x to 7.0x

 

5.1x

 

 

Increase

Equity

 

$

150

 

 

Market Method

 

Revenue Multiple

 

1.2x to 1.4x

 

1.3x

 

 

Increase

Equity

 

$

320

 

 

Market Method

 

EBITDA Multiple

 

4.5x to 5.5x

 

5.0x

 

 

Increase

 

 

 

 

 

Income Method

 

Implied Volatility

 

45.0% to 55.0%

 

50.0%

 

 

Decrease

 

 

 

 

 

Income Method

 

Expected Term (in years)

 

4.5 to 5.5

 

 

5.0

 

 

Decrease

* Weighted based on fair value

28


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

3.
Investment Valuations and Fair Value Measurements (Continued)

During the six months ended June 30, 2026, one debt investment with a fair value of $24,069 transitioned from a market approach valuation model to a yield analysis valuation model and one debt investment with a fair value of $8,399 transitioned from a yield analysis and market approach valuation model to a yield analysis valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.

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, 2025:

 

Investment Type

 

Fair Value

 

 

Valuation
Technique

 

Unobservable
Input

 

Range

 

Weighted
Average*

 

Impact to
Valuation if
Input Increases

Debt

 

$

878,416

 

 

Income Method

 

Discount Rate

 

8.0% to 19.1%

 

11.1%

 

Decrease

Debt

 

$

169,177

 

 

Market Method

 

EBITDA Multiple

 

4.5x to 9.5x

 

6.8x

 

Increase

Debt

 

$

56,008

 

 

Market Method

 

Indicative Bid

 

99.3% to 99.3%

 

99.3%

 

Increase

Debt

 

$

31,362

 

 

Income Method

 

Discount Rate

 

15.4% to 18.1%

 

16.8%

 

Decrease

 

 

 

 

 

Market Method

 

Indicative Bid

 

101.0% to 101.0%

 

101.0%

 

Increase

Debt

 

$

34,950

 

 

Income Method

 

Discount Rate

 

13.3% to 27.0%

 

20.8%

 

Decrease

 

 

 

 

Market Method

 

EBITDA Multiple

 

3.8x to 7.5x

 

5.9x

 

Increase

Equity

 

$

39,625

 

 

Income Method

 

EBITDA Multiple

 

4.8x to 10.8x

 

8.1x

 

Increase

Equity

 

$

250

 

 

Market Method

 

Revenue Multiple

 

1.3x to 1.5x

 

1.4x

 

Increase

* Weighted based on fair value

During the year ended December 31, 2025, four debt investments with an aggregate fair value of $66,312 transitioned from a yield analysis valuation model to a yield analysis and market approach valuation model and four debt investments with an aggregate fair value of $83,079 transitioned from a yield analysis valuation model to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.

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

As of June 30, 2026, the Company has one equity investment with a fair value of $40,610 which is subject to a contractual sale restriction. The equity investment is subject to both a standard initial public offering lock-up period of six months which expires on November 9, 2026 (the “Standard Lock-up Period”) as well as a special lock-up period of 18 months which expires on November 13, 2027 (the “Special Lock-up Period”). Between the Standard Lock-up Period and Special Lock-up Period, the Company can initiate a secondary transaction; however, the Company does not have the ability to freely trade the equity investment with no restrictions until the end of the Special Lock-up Period unless consent is obtained from the issuer. In accordance with ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, as the restrictions are specific to a contract that the Company is party to and not to all market participants, the restrictions are not taken into account into the measurement of the equity investment’s 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 for an initial two-year term. Unless earlier terminated, the Advisory Agreement will continue to remain in effect for additional one-year terms if approved annually by (i) the vote of the Board, or by the vote of a majority of the Company’s outstanding voting securities and (ii) the vote of a majority of the Board who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company, the Adviser or any of their respective affiliates (the “Independent Directors”). The Advisory Agreement will automatically terminate in the event of an assignment by the Adviser. On August 12, 2025, the Company's Board renewed the Advisory Agreement for an additional one-year term until September 15, 2026.

29


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

4.
Agreements and Related Party Transactions (Continued)

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

Pursuant to the Advisory Agreement, the Adviser:

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

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

For the three and six months ended June 30, 2026, Management Fees incurred were $2,101 and $6,126, respectively, and $2,101 remained payable as of June 30, 2026. For the three and six months ended June 30, 2025, Management Fees incurred were $3,947 and $7,177, respectively, and $3,947 remained payable as of June 30, 2025.

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

(a)
First, no Incentive Fee is owed until the Unitholders have collectively received cumulative distributions pursuant to this clause equal to their aggregate capital contributions in respect of all Units;
(b)
Second, no Incentive Fee is owed until the Unitholders have collectively received cumulative distributions equal to an 8.0% internal rate of return on their aggregate capital contributions in respect of all Units (the “Hurdle”);
(c)
Third, the Adviser is entitled to an Incentive Fee out of 100% of additional amounts otherwise distributable to Unitholders until such time as the Incentive Fee paid to the Adviser is equal to 15% of the sum of (i) the amount by which the Hurdle exceeds the aggregate capital contributions of the Unitholders in respect of all Units and (ii) the amount of Incentive Fee being paid to the Adviser pursuant to this clause (c); and
(d)
Thereafter, the Adviser is entitled to an Incentive Fee equal to 15% of additional amounts otherwise distributable to Unitholders, with the remaining 85% distributed to the Unitholders.

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

30


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

4.
Agreements and Related Party Transactions (Continued)

For the three and six months ended June 30, 2026, Incentive Fees incurred were $5,194 and $8,988, respectively. For the three and six months ended June 30, 2025, Incentive Fees incurred were $1,488 and $4,119, respectively. The Company has not made any incentive fee payments to the Adviser and as of June 30, 2026 and December 31, 2025, the Company's incentive fee payable to the Advisor was $25,568 and $37,358, respectively.

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

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

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

31


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

4.
Agreements and Related Party Transactions (Continued)

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

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

The Administration Agreement provides that neither the Administrator, nor any director, officer, agent or employee of the Administrator, shall be liable or responsible to the Company or any of the Unitholders for any error of judgment, mistake of law or any loss arising out of any investment, or for any other act or omission in the performance by such person or persons of their respective duties, except for liability resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard of their respective duties. The Company will also indemnify the Administrator and its members, managers, officers, employees, agents, controlling persons and any other person or entity affiliated with it. On August 12, 2025, the Company's Board renewed the Administration Agreement for an additional one-year term until September 15, 2026.

32


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

4.
Agreements and Related Party Transactions (Continued)

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

33


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

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 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.

 

 

34


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

5.
Commitments and Contingencies

 

The Company had the following unfunded commitments and unrealized depreciation by investment as of June 30, 2026 and December 31, 2025:

 

 

 

 

 

 

June 30, 2026

 

 

December 31, 2025

 

Unfunded Commitments

 

Investment

 

Maturity/
Expiration

 

Amount

 

 

Unrealized
Depreciation

 

 

Amount

 

 

Unrealized
Depreciation

 

ADAN-B LLC (24 Hour Fitness)

 

Revolver

 

December 2030

 

$

1,550

 

 

$

16

 

 

$

6,195

 

 

$

46

 

Axvor Intermediate, LLC (DQS)

 

Delayed Draw Term Loan

 

December 2026

 

 

3,290

 

 

 

21

 

 

 

 

 

 

 

Axvor Intermediate, LLC (DQS)

 

Revolver

 

March 2031

 

 

3,209

 

 

 

21

 

 

 

 

 

 

 

CF Newco, Inc.

 

Revolver

 

December 2029

 

 

1,394

 

 

 

3

 

 

 

2,815

 

 

 

 

Cinelease, LLC

 

ABL Term Loan

 

July 2030

 

 

1,498

 

 

 

58

 

 

 

6,152

 

 

 

185

 

Comprehensive Logistics Co., LLC

 

Revolver

 

March 2026

 

 

 

 

 

 

 

 

4,556

 

 

 

59

 

CSAT Holdings LLC

 

Revolver

 

June 2028

 

 

 

 

 

 

 

 

1,311

 

 

 

1

 

D&D Buyer, LLC

 

Revolver

 

October 2029

 

 

2,371

 

 

 

 

 

 

1,916

 

 

 

 

D&D Buyer, LLC

 

5th Amendment Delayed Draw Term Loan

 

February 2028

 

 

2,970

 

 

 

 

 

 

 

 

 

 

Fenix Intermediate LLC

 

Delayed Draw Term Loan B-2

 

March 2027

 

 

 

 

 

 

 

 

11,607

 

 

 

429

 

Five Star Buyer, Inc.

 

Revolver

 

February 2028

 

 

751

 

 

 

48

 

 

 

1,517

 

 

 

100

 

Great Kitchens Food Company, Inc.

 

Revolver

 

May 2029

 

 

 

 

 

 

 

 

6,902

 

 

 

 

Helix Sleep, Inc.

 

Revolver

 

November 2030

 

 

945

 

 

 

7

 

 

 

1,908

 

 

 

23

 

Hoffmaster Group, Inc.

 

Revolver

 

February 2028

 

 

1,037

 

 

 

7

 

 

 

2,096

 

 

 

16

 

HOP Energy, LLC

 

Delayed Draw Term Loan D

 

August 2026

 

 

734

 

 

 

11

 

 

 

 

 

 

 

HydroSource Logistics, LLC

 

Revolver

 

April 2029

 

 

 

 

 

 

 

 

190

 

 

 

 

HydroSource Midstream, LLC

 

Revolver

 

April 2031

 

 

950

 

 

 

37

 

 

 

 

 

 

 

Pallet Logistics of America, LLC

 

Revolver

 

November 2029

 

 

562

 

 

 

22

 

 

 

1,589

 

 

 

51

 

Red Robin International, Inc.

 

Revolver

 

September 2027

 

 

239

 

 

 

 

 

 

1,240

 

 

 

9

 

RPM Purchaser, Inc.

 

Delayed Draw Term Loan B

 

November 2026

 

 

1,503

 

 

 

 

 

 

3,035

 

 

 

 

Signature Brands, LLC

 

9th Amendment Delayed Draw Term Loan A

 

November 2026

 

 

1,307

 

 

 

 

 

 

3,959

 

 

 

 

Viva 5 Group, LLC

 

Revolver

 

May 2030

 

 

133

 

 

 

2

 

 

 

5,418

 

 

 

87

 

Total

 

 

 

 

 

$

24,443

 

 

$

253

 

 

$

62,406

 

 

$

1,006

 

 

35


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

5.
Commitments and Contingencies (Continued)

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2026, 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 and six months ended June 30, 2026 and 2025, was as follows (See Note 1):

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Units at beginning of period

 

 

12,745,660

 

 

 

12,745,660

 

 

 

12,745,660

 

 

 

12,745,660

 

Units tendered and accepted for exchange in connection with the Exchange Offer (see Note 1)

 

 

(6,435,400

)

 

 

 

 

 

(6,435,400

)

 

 

 

Units issued and committed at end of period

 

 

6,310,260

 

 

 

12,745,660

 

 

 

6,310,260

 

 

 

12,745,660

 

No deemed distributions and contributions were processed during the three and six months ended June 30, 2026.

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, 2026, 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 March 6, 2026, the Company paid the remaining amounts owed for the Subscription Based Credit Facility in the amount of $40,500 and terminated the agreement on the maturity date of March 6, 2026. As of March 6, 2026, the Company is no longer eligible to borrow amounts using the Subscription Based Credit Facility.

 

36


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

7.
Credit Facilities (Continued)

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 June 30, 2026, 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.

On August 22, 2025, the Company amended the Asset Based Credit Facility and entered into the Amendment No. 3 to Credit and Security Agreement ("Amendment No. 3"). Amendment No. 3 decreased the Asset Based Credit Facility Maximum Commitment from $800,000 to $650,000 which is comprised of $325,000 each of the revolving loan and term loan commitments, respectively. In addition, Amendment No. 3 extended the maturity date from September 13, 2027 to April 28, 2028 and extended the period in which the Borrower may make borrowings of revolving loans from September 13, 2025 to April 30, 2026. Amendment No. 3 also decreased the facility margin from 2.90% to 2.25%.

On April 1, 2026, the Company amended the Asset Based Credit Facility and entered into Amendment No. 4 to the Credit and Security Agreement (“Amendment No. 4”). Amendment No. 4 decreased the Asset Based Credit Facility Maximum Commitment from $650,000 to $300,000, which is comprised of $150,000 each of the revolving loan and term loan commitments, respectively. In addition, Amendment No. 4 extended the maturity date from April 28, 2028 to April 1, 2030, and extended the period in which the Borrower may make borrowings of revolving loans from April 30, 2026 to April 1, 2028.

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.

37


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

7.
Credit Facilities (Continued)

A summary of amounts outstanding and available under the Credit Facilities as of June 30, 2026 and December 31, 2025 was as follows:

 

Credit Facilities

 

Total Facility
Commitment

 

 

Borrowings
Outstanding

 

 

Available
Amount
(1)

 

Subscription Based Credit Facility – June 30, 2026

 

$

 

 

$

 

 

$

 

Asset Based Credit Facility – June 30, 2026

 

$

300,000

 

 

$

157,149

 

 

$

142,851

 

Subscription Based Credit Facility – December 31, 2025

 

$

50,000

 

 

$

40,500

 

 

$

9,500

 

Asset Based Credit Facility – December 31, 2025

 

$

650,000

 

 

$

361,200

 

 

$

288,800

 

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

As of June 30, 2026 and December 31, 2025 borrowings under the Asset Based Credit Facility consisted of $150,000 and $325,000, respectively, of Term Loans and $7,149 and $36,200, respectively of revolving credit lines.

Costs associated with the revolving credit lines are recorded as deferred financing costs on the Company's Consolidated Statements of Assets and Liabilities and such costs are being amortized over the lives of the respective Credit Facilities. Costs associated with the Term Loan are recorded as a reduction of the Term Loan on the Company's Consolidated Statements of Assets and Liabilities and such costs are being amortized over the life of the Term Loan. The Company incurred $1,880 in financing costs related to Amendment No. 4.

As of June 30, 2026 and December 31, 2025, $1,102 and $595, respectively of deferred financing costs related to the revolving credit lines had yet to be amortized and $1,102 and $563, 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 June 30, 2026

 

 

As of December 31, 2025

 

Principal amount outstanding on Term Loan

 

$

150,000

 

 

$

325,000

 

Deferred financing costs

 

 

(1,102

)

 

 

(563

)

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

 

$

148,898

 

 

$

324,437

 

The carrying amount of the Credit Facilities, which is categorized as Level 2 within the fair value hierarchy as of June 30, 2026 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, 2026 was as follows:

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Credit Facilities interest expense

 

$

3,068

 

 

$

9,382

 

 

$

10,077

 

 

$

16,912

 

Undrawn commitment fees

 

 

80

 

 

 

285

 

 

 

264

 

 

 

707

 

Administrative fees

 

 

12

 

 

 

25

 

 

 

25

 

 

 

45

 

Amortization of deferred financing costs

 

 

177

 

 

 

814

 

 

 

329

 

 

 

1,655

 

Total

 

$

3,337

 

 

$

10,506

 

 

$

10,695

 

 

$

19,319

 

Weighted average interest rate

 

 

5.75

%

 

 

7.17

%

 

 

5.87

%

 

 

7.19

%

Average outstanding balance

 

$

210,961

 

 

$

517,563

 

 

$

341,318

 

 

$

467,729

 

 

38


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

8.
Income Taxes

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

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

 

As of June 30, 2026 and December 31, 2025, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows:

 

 

June 30, 2026

 

 

December 31, 2025

 

Cost of investments for federal income tax purposes

 

$

652,578

 

 

$

1,272,824

 

Unrealized appreciation

 

$

43,857

 

 

$

38,544

 

Unrealized depreciation

 

$

(37,465

)

 

$

(60,535

)

Net unrealized appreciation/(depreciation) on investments

 

$

6,392

 

 

$

(21,991

)

The Company's investment in HydroSource Holdings, LLC warrant is held through TCW DL HDR MID LLC, a wholly owned subsidiary of the Company. The fair value of such equity investment as of June 30, 2026 is net of a $112 deferred tax liability recorded by TCW DL HDR MID LLC. TCW DL HDR MID LLC accounts for income taxes under the liability method prescribed by FASB ASC 740, Accounting for Income Taxes ("ASC 740"). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to the temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis.

The Company did not have any unrecognized tax benefits as of December 31, 2025, nor were there any increases or decreases in unrecognized tax benefits for the period then ended; therefore, no interest or penalties were accrued. The Company files U.S. federal, state, local and non-U.S. tax returns, as applicable. The Company is subject to examination by the U.S federal and state tax authorities for returns filed for the prior three and four years, respectively.

9.
Segment Reporting

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

39


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

10.
Financial Highlights

 

Selected data for a unit outstanding throughout the six months ended June 30, 2026 and 2025 is presented below.

 

 

For the six months ended June 30,

 

 

2026(1)

 

 

2025(1)

 

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

 

$

94.43

 

 

$

96.87

 

Income from Investment Operations:

 

 

 

 

 

 

Net investment income(2)

 

 

3.39

 

 

 

3.49

 

Net realized and unrealized gain (loss)(2)

 

 

2.85

 

 

 

(1.66

)

Total income from investment operations

 

 

6.24

 

 

 

1.83

 

Less Distributions:

 

 

 

 

 

 

From net investment income(3)

 

 

(1.96

)

 

 

(3.92

)

Total distributions

 

 

(1.96

)

 

 

(3.92

)

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

 

$

98.71

 

 

$

94.78

 

Unitholder Total Return(4)(5)

 

 

7.33

%

 

 

3.30

%

Unitholder IRR before incentive fee(6)

 

 

16.07

%

 

 

13.52

%

Unitholder IRR(6)

 

 

13.99

%

 

 

11.66

%

Ratios and Supplemental Data:

 

 

 

 

 

 

Members’ Capital, end of period

 

$

501,995

 

 

$

823,570

 

Units outstanding, end of period

 

 

6,310,260

 

 

 

12,745,660

 

Ratios based on average net assets of Members’ Capital:

 

 

 

 

 

 

Ratio of total expenses to average net assets(7)

 

 

8.14

%

 

 

9.52

%

Ratio of financing cost to average net assets(5)

 

 

1.60

%

 

 

2.87

%

Ratio of net investment income to average net assets(7)

 

 

9.73

%

 

 

13.31

%

Ratio of incentive fees to average net assets(8)

 

 

2.71

%

 

 

1.23

%

Credit facility payable

 

 

157,149

 

 

 

439,200

 

Asset coverage ratio

 

 

4.19

 

 

 

2.88

 

Portfolio turnover rate(5)

 

 

17.33

%

 

 

11.02

%

(1)
Per unit data was calculated using the number of Units issued and outstanding as of June 30, 2026 and 2025, unless otherwise noted.
(2)
For the six months ended June 30, 2026, net investment income and net realized and unrealized gain (loss) amounts per unit were calculated based on the 12,745,660 units outstanding during the three months ended March 31, 2026 and 6,310,260 units outstanding during the three months ended June 30, 2026, respectively.
(3)
Distributions per unit was calculated based on the 12,745,660 outstanding units at the time of distribution.
(4)
The Total Return for the six months ended June 30, 2026 and 2025 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.
(5)
Not annualized.
(6)
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 16.07%. The IRR since inception for the Common Unitholders, after management fees, financing costs and operating expenses, is 13.99% through June 30, 2026. 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.
(7)
Annualized except for organizational costs.
(8)
Annualized.

 

 

40


TCW DIRECT LENDING VIII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

June 30, 2026

 

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 other than those described below.

On August 12, 2026, the Company's Board renewed the Advisory Agreement for an additional one-year term until September 15, 2027.

On August 12, 2026, the Company's Board renewed the Administration Agreement for an additional one-year term until September 15, 2027.

 

 

 

 

 

 

41


 

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

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

 

an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
an economic downturn could disproportionately impact the companies which we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;
a contraction of available credit could impair our ability to obtain leverage;
a decline in interest rates could adversely impact our results as a majority of our debt investments bear interest based on floating rates;
the impact of current global economic conditions, including those caused by inflation, an elevated interest rate environment and geopolitical events;
interest rate volatility could adversely affect our results, particularly to the extent we use leverage as part of our investment strategy;
our future operating results;
our business prospects and the prospects of our portfolio companies;
our contractual arrangements and relationships with third parties;
the ability of our portfolio companies to achieve their financial and other business objectives;
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”);
potential illiquidity and lack of a viable trading market for our Units (as defined herein);
the ability of the Adviser to attract and retain highly talented professionals, and the allocation of such professionals’ time;
our reliance on management of the portfolio companies in which we invest;
we may be unable to generate returns for our investors and any losses of the Company will be borne solely by holders of our Units (“Unitholders”) and not by the Adviser;
the speculative and illiquid nature of our investments;
operational risks;
uncertainty surrounding market and geopolitical risk;
disruptions and instability in the capital markets;
uncertainty with respect to trade policies, treaties and tariffs;
our status as a non-diversified investment company may cause our net asset value to fluctuate;

42


 

collateral may consist of assets that may not be readily liquidated;
our investments may not be diversified;
a contraction of available credit could impair our lending and investment activities;
our reliance upon un-affiliated co-lenders, consultants, service providers and other counterparties;
valuation risks;
the risks associated with indirect investments in portfolio companies through joint ventures, partnerships or other special purpose vehicles;
insolvencies of our portfolio companies;
potential lender liability proceedings;
additional risks associated with the highly levered portfolio companies in which we may invest;
the risks associated with the bridge financings, subordinated or mezzanine financings, unitranche loans, delayed draw facilities which we may make to portfolio companies;
loans to middle-market portfolio companies present a greater risk than loans to larger companies;
risks associated with payment-in-kind (“PIK”) interest and private credit;
investments in portfolio companies located outside of the US may present additional risks;
we may be subject to risks in connection with the derivative instruments we use;
we will pay fees and expenses which will reduce the actual returns to Unitholders, the distributions we make to Unitholders, and the overall value of the Unitholders’ investment;
we may retain, in whole or in part, any proceeds attributable to portfolio investments and may use the amounts retained to make investments, pay Company fees and expenses, repay Company borrowings, or fund reasonable reserves for future Company expenses or other obligations;
we may issue Preferred Units with separate rights and privileges;
compliance with current legal, tax and regulatory framework and changes thereto;
the costs associated with being a public entity;
the use of borrowed money to finance a portion of our investments;
uncertainty surrounding global political and financial stability, including the liquidity of the banking industry;
changes or potential disruptions in our operations and the operations of our portfolio companies, the economy, financial markets or political environment, including those caused by tariffs and trade disputes with other countries, supply chain issues, inflation and an elevated interest rate environment;
risks associated with possible disruption in our operations, the operations of our portfolio companies or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters, pandemics or cybersecurity incidents;
the ability of the Adviser to monitor and administer our investments;
defaults by a substantial number of Unitholders or by one or more Unitholders who have made substantial Capital Commitments (as defined herein);
the impact of prepayment on the value of our investments;
the allocation of expenses in co-investments;
our reliance on the skill and expertise of the Adviser;
investments at different levels of a capital structure may expose us to additional risks;
conflicts of interest may arise between the Advisers, Other Clients (as defined herein) and certain of our portfolio companies;
we may be limited in our ability to engage in certain transactions with affiliates under the 1940 Act;

43


 

the ability of the TCW Group, Inc. (“TCW”) to attract and retain highly talented professionals that can provide services to the Adviser and Administrator;
our ability to qualify and maintain our qualification as a regulated investment company, or “RIC,” under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”) and the related tax implications;
the effect of legal, tax and regulatory changes;
information systems failures and other cybersecurity risks significantly disrupting our business, financial condition or operating results;
the risks artificial intelligence pose to us and our portfolio companies; and

 

the other risks, uncertainties and other factors we identify in this quarterly report on Form 10-Q and under “Part I—Item 1A. Risk Factors” in the Form 10-K that we filed with the SEC on March 26, 2026.

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

Overview

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

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

On May 27, 2021 (“Inception Date”), we 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 (the “Board”) approved a 6-month extension of the period for which we may continue to accept subscription agreements and issue Units from January 21, 2023 to July 21, 2023 (the “Closing Period”). 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

44


 

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 June 30, 2026, we have sold 6,310,260 Units for an aggregate offering price of $0.6 billion. Each Unitholder is obligated to contribute capital equal to their Commitment and each Unit’s Commitment obligation is $100.00 per unit. The sale of the Units was made pursuant to subscription agreements entered into by us and each investor. Under the terms of the subscription agreements, we may draw down all or any portion of the undrawn commitment with respect to each Unit generally upon at least ten business days’ prior written notice to the unitholders. The amount of capital that remains to be drawn down and contributed is referred to as an “Undrawn Commitment.” All Units that are issued will be issued prior to the end of the Closing Period.

Our Commitment Period commenced on the Initial Closing Date and ended 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 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 TCW's Private Credit Group (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 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.

On January 14, 2026, as amended on February 20, 2026, March 9, 2026, and March 24, 2026, we filed a Schedule TO (the “Schedule TO”) with the SEC relating to an offer to exchange outstanding Units for an equivalent number of limited liability company units of TCW Specialty Lending LLC, a Delaware limited liability company and wholly owned subsidiary of ours (the “Perpetual Fund”, and such exchange, the “Exchange Offer”) The Exchange Offer resulted in the transfer of approximately 50% of our assets, liabilities and related interests attributable to the exchanged Units to the Perpetual Fund and the Perpetual Fund splitting off and operating as a stand-alone company. The Perpetual Fund operates as a closed-end, non-diversified management investment company regulated as a business development company under the Investment Company Act of 1940.

On April 1, 2026, we completed the Exchange Offer pursuant to which holders of our outstanding Units were permitted to exchange all or a portion of their Units for an equivalent number of limited liability company units of the Perpetual Fund. In accordance with the terms of the Exchange Offer, 6,435,400 Units were validly tendered and accepted for exchange, representing approximately 50.49% of our outstanding Units.

45


 

In connection with the completion of the Exchange Offer, we transferred to the Perpetual Fund a pro rata share of all of the assets, liabilities and related interests held by us immediately prior to the completion of the Exchange Offer, in proportion to the number of Units validly tendered and accepted for exchange, and tendering holders received an equivalent number of Perpetual Fund units in exchange for the accepted Units. Units accepted for exchange in the Exchange Offer were canceled upon settlement.

On April 1, 2026, in connection with the completion of the Exchange Offer, we entered into Amendment No. 5 to the LLC Agreement (the “LLCA Amendment No. 5”). LLCA Amendment No. 5, among other things, revised Article 14 of our limited liability company agreement with respect to the “publicly offered security” exception under the Plan Asset Regulation for purposes of ERISA and Section 4975 of the Code, and as an additional protective measure, monitoring benefit plan investor ownership; required us to provide certain certifications and notices to ERISA Members; authorized the Board to interpret Article 14 consistent with that reliance; and revised the circumstances in which an ERISA Member may elect, or be required, to withdraw from the Company.

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

On April 28, 2026 we formed a wholly-owned subsidiary, TCW DL HDR MID LLC, a single member Delaware limited liability company, for the purpose of holding equity investments of ours. As of June 30, 2026, we have four wholly-owned subsidiaries, each 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. While we invest primarily in U.S. companies, there are certain instances where we invest in companies domiciled elsewhere.

Expenses

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

We, and indirectly our Unitholders, bear all costs, expenses and liabilities, other than Adviser Operating Expenses (as defined below, and which shall be borne by the Adviser), in connection with our organization, operations, administration and transactions (“Company Expenses”). Company Expenses shall include, without limitation: (a) organizational expenses and expenses associated with the issuance of the Units and organizational expenses of a related entity organized and managed by the Adviser or an affiliate of the Adviser as a feeder fund for the Company and issuance of interests therein; (b) expenses of calculating our net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring our financial and legal affairs, providing administrative services, monitoring or administering our investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with our reporting and compliance obligations under the 1940 Act, the 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance our investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under the Administration Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local

46


 

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 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.

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

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

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

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

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Costs incurred to organize the Company are expensed as incurred. Offering costs are accumulated and will be charged directly to Members’ Capital at the end of the period during which Units will be offered (the “Closing Period”). We will not bear more than an amount equal to 10 basis points of the aggregate capital commitments to the Company through the Units (in aggregate, the “Commitments”) of the Company for organization and offering costs in connection with the offering of the Units through the Closing Period. Since inception, we have expensed $0.7 million in organizational costs, of which $0 was expensed during the three and six months ended June 30, 2026. Since inception, we have incurred $0.2 million of offering costs all of which were charged directly to Members’ Capital as of December 31, 2024.

Critical Accounting Policies and Estimates

Investments at Fair Value

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in “Item 1A. Risk Factors.” See Note 3 to our consolidated financial statements for more information on our critical accounting policies.

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

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

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

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

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

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

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

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

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

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

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

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

48


 

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

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

Income Recognition

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

Although we do not currently expect the Private Credit Group to originate a significant amount of investments for us with the use of PIK interest features, from time to time we may make investments that contain such features or that subsequently incorporate such features after origination. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. To maintain our tax status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends for the year the income was earned, even though we have not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest. For the three and six months ended June 30, 2026, PIK interest income earned was $2.1 million and $4.8 million, respectively, representing 9.6% and 8.1%, respectively, of investment income. For the three and six months ended June 30, 2025, PIK interest income earned was $4.3 million and $8.3 million, respectively, representing 10.2% and 10.9%, respectively, of investment income.

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

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

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

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

Investment Activity

As of June 30, 2026, our portfolio consisted of 59 debt investments and five equity investments. Based on fair values as of June 30, 2026, our portfolio was 93.1% invested in debt investments which were all senior secured term loans and revolving loans and 6.9% invested in equity investments which were common units and warrants. Debt investments in one portfolio company were on non-accrual status as of June 30, 2026, representing 1.1% and 3.0% of our portfolio's fair value and cost, respectively.

49


 

As of December 31, 2025, our portfolio consisted of 59 debt investments and four equity investments. Based on fair values as of December 31, 2025, our portfolio was 96.7% invested in debt investments which were all senior secured term loans and revolving loans and 3.3% invested in equity investments which were common units and warrants. Debt investments in one portfolio company was on non-accrual status as of December 31, 2025, representing 1.3% and 3.2% of our portfolio's fair value and cost, respectively.

 

The table below describes our debt and equity investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets by industry as of June 30, 2026:

 

Industry

 

Percent of Total Investments

 

Hotels, Restaurants & Leisure

 

 

10

%

Personal Care Products

 

 

8

%

Energy Equipment & Services

 

 

8

%

Specialty Retail

 

 

7

%

Containers & Packaging

 

 

7

%

Commercial Services & Supplies

 

 

7

%

Food Products

 

 

5

%

Building Products

 

 

5

%

Oil, Gas & Consumable Fuels

 

 

4

%

Leisure Products

 

 

4

%

Metals & Mining

 

 

4

%

Health Care Equipment & Supplies

 

 

4

%

Automobile Components

 

 

3

%

Information Technology Services

 

 

3

%

Ground Transportation

 

 

3

%

Software

 

 

3

%

Household Durables

 

 

2

%

Professional Services

 

 

2

%

Machinery

 

 

2

%

Construction & Engineering

 

 

2

%

Paper & Forest Products

 

 

2

%

Transportation Infrastructure

 

 

2

%

Trading Companies & Distributors

 

 

1

%

Consumer Durables & Apparel

 

 

1

%

Consumer Discretionary Textiles, Apparel & Luxury Goods

 

 

1

%

Total

 

 

100

%

Interest income including interest income paid-in-kind, was $21.5 million and $41.8 million for the three months ended June 30, 2026 and 2025, respectively.

Interest income including interest income paid-in-kind, was $58.7 million and $76.0 million for the six months ended June 30, 2026 and 2025, respectively.

Results of Operations

Our operating results for the three and six months ended June 30, 2026 and 2025 were as follows (dollar amounts in thousands):

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Total investment income

 

$

21,935

 

 

$

41,867

 

 

$

59,184

 

 

$

76,222

 

Total expenses

 

 

11,132

 

 

 

16,596

 

 

 

26,962

 

 

 

31,777

 

Net investment income

 

 

10,803

 

 

 

25,271

 

 

 

32,222

 

 

 

44,445

 

Net realized gain (loss) on investments

 

 

(11,270

)

 

 

(75

)

 

 

(11,203

)

 

 

(75

)

Net change in unrealized appreciation/(depreciation) on investments

 

 

29,169

 

 

 

(16,767

)

 

 

29,180

 

 

 

(21,029

)

Net increase in Members’ Capital from operations

 

$

28,702

 

 

$

8,429

 

 

$

50,199

 

 

$

23,341

 

 

50


 

Total investment income

Total investment income for the three months ended June 30, 2026 and 2025 was $21.9 million and $41.9 million, respectively, and included other fee income of $0.4 million and $0.1 million, respectively. Total investment income for the six months ended June 30, 2026 and 2025 was $59.2 million and $76.2 million, respectively, and included other fee income of $0.5 million and $0.2 million, respectively. The decrease in total investment income during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 was due to the transfer of a portion of our investments to Perpetual Fund in accordance with the terms of the Exchange Offer which decreased the par value of the debt investments in our portfolio to $655.3 million as of June 30, 2026 compared to $1.3 billion as of June 30, 2025.

Total Expenses

 

Expenses for the three and six months ended June 30, 2026 and 2025 were as follows (dollar amounts in thousands):

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Interest and credit facility expenses

 

$

3,337

 

 

$

10,506

 

 

$

10,695

 

 

$

19,319

 

Incentive fees

 

 

5,194

 

 

 

1,488

 

 

 

8,988

 

 

 

4,119

 

Management fees

 

 

2,101

 

 

 

3,947

 

 

 

6,126

 

 

 

7,177

 

Administrative fees

 

 

187

 

 

 

273

 

 

 

464

 

 

 

521

 

Professional fees

 

 

141

 

 

 

203

 

 

 

239

 

 

 

276

 

Directors’ fees

 

 

89

 

 

 

67

 

 

 

146

 

 

 

119

 

Other expenses

 

 

83

 

 

 

112

 

 

 

304

 

 

 

246

 

Total expenses

 

$

11,132

 

 

$

16,596

 

 

$

26,962

 

 

$

31,777

 

Our total expenses for the three months ended June 30, 2026 and 2025 were $11.1 million and $16.6 million, respectively. Our total expenses include incentive fees of $5.2 million and $1.5 million; and management fees attributed to the Adviser of $2.1 million and $3.9 million for the three months ended June 30, 2026 and 2025, respectively.

Our total expenses for the six months ended June 30, 2026 and 2025 were $27.0 million and $31.8 million, respectively. Our total expenses include incentive fees of $9.0 million and $4.1 million; and management fees attributed to the Adviser of $6.1 million and $7.2 million for the six months ended June 30, 2026 and 2025, respectively.

Total expenses decreased for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 to a decrease in interest and credit facility expenses and management fees. Interest and credit facility expenses decreased primarily due to a decrease in our average outstanding principal balance which decreased due to the transfer of debt to Perpetual Fund pursuant to the terms of the Exchange Offer coupled with a decrease to the weighted average interest rate during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Management fees also decreased during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 due to a decrease in the investment cost basis for which management fees are based caused by the transfer of investments to Perpetual Fund. The decreases to interest and credit facility expenses and management fees were partially offset by an increase to incentive fees which increased due to net realized and unrealized gains during the three and six months ended June 30, 2026 compared to net realized and unrealized losses during the three and six months ended June 30, 2025.

Net investment income

Net investment income for the three months ended June 30, 2026 and 2025 was $10.8 million and $25.3 million, respectively. Net investment income for the six months ended June 30, 2026 and 2025 was $32.2 million and $44.4 million, respectively. The decrease in our net investment income during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 was primarily due to the decrease in investment income partially offset by a decrease to expenses, as described above.

51


 

Net change in unrealized appreciation/(depreciation) on investments

Our net change in unrealized appreciation/(depreciation) on investments for the three months ended June 30, 2026 and 2025 was $29.2 million and ($16.8) million, respectively. Our net change in unrealized appreciation/(depreciation) for the three months ended June 30, 2026 was primarily attributable to the following investments (dollar amounts in thousands):

 

Issuer

 

Investment

 

Change in
Unrealized
Appreciation/
(Depreciation)

 

 

EagleRock Land LLC**

 

Class A Units

 

$

40,475

 

 

Investments transferred pursuant to Exchange Offer***

 

Various

 

 

11,605

 

 

Connect America.com, LLC

 

Last Out Term Loan

 

 

(423

)

*

HOP Energy, LLC

 

Term Loan

 

 

(503

)

 

Cinelease, LLC

 

Warrant, expires 7/31/35

 

 

(576

)

 

Comprehensive Logistics Co., LLC

 

Term Loan

 

 

(597

)

 

Fenix Intermediate LLC

 

Term Loan B

 

 

(620

)

 

Cinelease, LLC

 

ABL Term Loan

 

 

(626

)

 

Signature Brands, LLC

 

Term Loan

 

 

(697

)

 

Mark Andy, Inc.

 

Term Loan

 

 

(1,060

)

 

HydroSource Logistics, LLC**

 

Warrant, expires 4/4/34

 

 

(16,754

)

*

All others

 

Various

 

 

(1,055

)

 

Net change in unrealized appreciation/(depreciation)

 

 

 

$

29,169

 

 

 

*Includes reversal of previously recognized unrealized (depreciation)/appreciation. Recognized during the three months ended June 30, 2026 as realized gains/(losses) and/or accelerated original issue discount.

 

**The HydroSource Logistics, LLC warrants were converted into EagleRock Land LLC Class A Units at their cost basis.

 

***Includes reversal of previously recognized unrealized (depreciation)/appreciation. During the three months ended June 30, 2026 we recognized a realized loss of $11.6 million on the investments transferred as part of the Exchange Offer. This loss was only incurred by the investors that transferred to Perpetual Fund on the exchange date of April 1, 2026.

 

Our net change in unrealized appreciation/(depreciation) for the three months ended June 30, 2025 was primarily attributable to the following investments (dollar amounts in thousands):

 

Issuer

 

Investment

 

Change in
Unrealized
Appreciation/
(Depreciation)

 

 

HOP Energy, LLC

 

Term Loan

 

$

(8,757

)

 

Superior Industries International, Inc.

 

Term Loan

 

 

(6,985

)

 

Signature Brands, LLC

 

Term Loan

 

 

(4,643

)

 

Jones Industrial Holdings, Inc.

 

Term Loan

 

 

(754

)

 

The HC Companies, Inc.

 

Term Loan

 

 

(630

)

 

Pallet Logistics of America, LLC

 

Term Loan

 

 

(510

)

 

CSAT Holdings LLC

 

Term Loan

 

 

(490

)

 

Five Star Buyer, Inc.

 

Term Loan

 

 

(482

)

 

Milk Makeup LLC

 

Term Loan

 

 

(414

)

 

Mark Andy, Inc.

 

Term Loan

 

 

480

 

 

HydroSource Logistics, LLC

 

3rd Amendment Term Loan

 

 

1,613

 

 

HydroSource Logistics, LLC

 

Warrant, expires 4/4/34

 

 

5,703

 

 

All others

 

Various

 

 

(898

)

 

Net change in unrealized appreciation/(depreciation)

 

 

 

$

(16,767

)

 

 

52


 

Our net change in unrealized appreciation/(depreciation) on investments for the six months ended June 30, 2026 and 2025 was $29.2 million and ($21.0) million, respectively. Our net change in unrealized appreciation/(depreciation) for the six months ended June 30, 2026 was primarily attributable to the following investments (dollar amounts in thousands):

 

Issuer

 

Investment

 

Change in
Unrealized
Appreciation/
(Depreciation)

 

 

EagleRock Land LLC**

 

Class A Units

 

$

40,475

 

 

Investments transferred pursuant to Exchange Offer***

 

Various

 

 

11,605

 

 

HydroSource Logistics, LLC

 

3rd Amendment Term Loan

 

 

(708

)

 

The HC Companies, Inc.

 

Term Loan

 

 

(730

)

 

HOP Energy, LLC

 

Term Loan

 

 

(737

)

 

Fenix Intermediate LLC

 

Term Loan B

 

 

(1,074

)

 

Signature Brands, LLC

 

Term Loan

 

 

(1,150

)

 

Connect America.com, LLC

 

Last Out Term Loan

 

 

(2,029

)

 

Mark Andy, Inc.

 

Term Loan

 

 

(3,991

)

 

HydroSource Logistics, LLC**

 

Warrant, expires 4/4/34

 

 

(11,276

)

*

All others

 

Various

 

 

(1,205

)

 

Net change in unrealized appreciation/(depreciation)

 

 

 

$

29,180

 

 

 

*Includes reversal of previously recognized unrealized (depreciation)/appreciation. Recognized during the six months ended June 30, 2026 as realized gains/(losses) and/or accelerated original issue discount.

 

**The HydroSource Logistics, LLC warrants were converted into EagleRock Land LLC Class A Units at their cost basis.

 

***Includes reversal of previously recognized unrealized (depreciation)/appreciation. During the six months ended June 30, 2026 we recognized a realized loss of $11.6 million on the investments transferred as part of the Exchange Offer. This loss was only incurred by the investors that transferred to Perpetual Fund on the exchange date of April 1, 2026.

Our net change in unrealized appreciation/(depreciation) for the six months ended June 30, 2025 was primarily attributable to the following investments (dollar amounts in thousands):

 

Issuer

 

Investment

 

Change in
Unrealized
Appreciation/
(Depreciation)

 

 

HOP Energy, LLC

 

Term Loan

 

$

(8,952

)

 

Signature Brands, LLC

 

Term Loan

 

 

(8,947

)

 

Superior Industries International, Inc.

 

Term Loan

 

 

(7,075

)

 

The HC Companies, Inc.

 

Term Loan

 

 

(1,631

)

 

The HC Companies, Inc.

 

Incremental Term Loan

 

 

(971

)

 

Five Star Buyer, Inc.

 

Term Loan

 

 

(745

)

 

CSAT Holdings LLC

 

Term Loan

 

 

(636

)

 

Jones Industrial Holdings, Inc.

 

Term Loan

 

 

(574

)

 

Corcentric, Inc.

 

Term Loan

 

 

(469

)

 

Connect America.com, LLC

 

Last Out Term Loan

 

 

(400

)

 

Sigmatron International, Inc.

 

Term Loan

 

 

820

 

 

Follett Higher Education Group, Inc.

 

Term Loan

 

 

906

 

 

Mark Andy, Inc.

 

Term Loan

 

 

951

 

 

HydroSource Logistics, LLC

 

3rd Amendment Term Loan

 

 

1,613

 

 

HydroSource Logistics, LLC

 

Warrant, expires 4/4/34

 

 

6,533

 

 

All others

 

Various

 

 

(1,452

)

 

Net change in unrealized appreciation/(depreciation)

 

 

 

$

(21,029

)

 

 

53


 

Net realized gain/(loss) on investments

During the three months ended June 30, 2026 and 2025 we recognized ($11.3) million and ($0.1) million, respectively, in realized gains/(losses) on investments. During the six months ended June 30, 2026 and 2025 we recognized $(11.2) million and ($0.1) million, respectively, in realized gains/(losses) on investments. Our net realized loss during the three months ended June 30, 2026 was primarily due to the following investments (dollar amounts in thousands):

 

Issuer

 

Investment

 

Realized Gain (Loss)

 

 

Investments transferred pursuant to Exchange Offer**

 

Various

 

$

(11,605

)

 

CSAT Investment Holdings LLC

 

Warrant, expires 3/1/32

 

 

394

 

 

ADAN-B LLC (24 Hour Fitness)

 

Term Loan

 

 

23

 

 

Connect America.com, LLC

 

Last Out Term Loan

 

 

(36

)

 

HydroSource Logistics, LLC

 

Warrant, expires 4/4/34

 

 

(41

)

*

All others

 

Various

 

 

(5

)

 

Net realized loss

 

 

 

$

(11,270

)

 

*A portion of the HydroSource Logistics, LLC warrants was relinquished as part of the equity restructuring ahead of the EagleRock Land LLC initial public offering.

 

**During the three months ended June 30, 2026, we recognized a realized loss of $11.6 million on the investments transferred as part of the Exchange Offer. This loss was only incurred by the investors that transferred to Perpetual Fund on the exchange date of April 1, 2026.

Our net realized loss during the six months ended June 30, 2026 was primarily due to the following investments (dollar amounts in thousands):

 

Issuer

 

Investment

 

Realized Gain (Loss)

 

 

Investments transferred pursuant to Exchange Offer**

 

Various

 

$

(11,605

)

 

CSAT Investment Holdings LLC

 

Warrant, expires 3/1/32

 

 

394

 

 

Eastern Metal Supply Borrower, LLC

 

Term Loan

 

 

66

 

 

ADAN-B LLC (24 Hour Fitness)

 

Term Loan

 

 

23

 

 

Connect America.com, LLC

 

Last Out Term Loan

 

 

(36

)

 

HydroSource Logistics, LLC

 

Warrant, expires 4/4/34

 

 

(41

)

*

All others

 

Various

 

 

(4

)

 

Net realized loss

 

 

 

$

(11,203

)

 

*A portion of the HydroSource Logistics, LLC warrants was relinquished as part of the equity restructuring ahead of the EagleRock Land LLC initial public offering.

 

**During the six months ended June 30, 2026, we recognized a realized loss of $11.6 million on the investments transferred as part of the Exchange Offer. This loss was only incurred by the investors that transferred to Perpetual Fund on the exchange date of April 1, 2026.

Our net realized loss during the three and six months ended June 30, 2025 was primarily due to the partial disposition of the HydroSource Logistics, LLC term loan.

Net increase in Members’ Capital from operations

Our net increase in Members’ Capital from operations during the three months ended June 30, 2026 and 2025 was $28.7 million and $8.4 million, respectively.

Our net increase in Members’ Capital from operations during the six months ended June 30, 2026 and 2025 was $50.2 million and $23.3 million, respectively.

The relative increase in Net increase in Members' Capital from operations during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 is primarily attributable to net realized and unrealized gains on investments during the three and six months ended June 30, 2026 compared to net realized and unrealized losses on investments during the three and six months ended June 30, 2025 partially offset by decreases in net investment income described above.

 

54


 

Financial Condition, Liquidity and Capital Resources

As of June 30, 2026, we have sold 6,310,260 Units for an aggregate offering price of $0.6 billion. We commenced operations during the three months ended March 31, 2022. We generate cash from (1) drawing down capital in respect of Units, (2) cash flows from investments and operations and (3) borrowings from banks or other lenders.

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

 

As of June 30, 2026 and December 31, 2025, aggregate Commitments, Undrawn Commitments and subscribed for Units of the Company were as follows (dollar amounts in thousands):

 

 

June 30, 2026

 

 

December 31, 2025

 

Commitments

 

$

631,026

 

 

$

1,274,566

 

Undrawn commitments

 

$

120,865

 

 

$

384,504

 

Percentage of commitments funded

 

 

80.8

%

 

 

69.8

%

Units

 

 

6,310,260

 

 

 

12,745,660

 

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

The Subscription Based Credit Facility is secured by a first priority security interest, subject to customary exceptions, in (i) all of the capital commitments of the investors in the Company, (ii) our right to make capital calls, receive payment of capital contributions from the investors and enforce payment of the capital commitments and capital contributions under our operating agreement and (iii) a cash collateral account into which the capital contributions from the investors are made. The Subscription Based Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should we fail to satisfy certain covenants. As of June 30, 2026, we were in compliance with such covenants.

On March 7, 2025 we entered into the first amendment to the Subscription Based Credit Facility (the “First Amendment to the Subscription Based Credit Facility”). The First Amendment to the Subscription Based Credit Facility increased the applicable margin from 1.75% to 2.10%, decreased the Subscription Based Credit Facility Maximum Commitment from $200.0 million to $50.0 million and extended the stated maturity date from March 7, 2025 to March 6, 2026.

On March 6, 2026, we paid the remaining amounts owed for the Subscription Based Credit Facility in the amount of $40.5 million and terminated the agreement on the maturity date of March 6, 2026. As of March 6, 2026, we are no longer eligible to borrow amounts using the Subscription Based Credit Facility.

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.

55


 

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

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

Under the Asset Based Credit Facility, the Borrower has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities. The Asset Based Credit Facility also includes events of default that are customary for similar credit facilities. As of June 30, 2026, 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 $250.0 million to $400.0 million which is comprised of $200.0 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 $400.0 million to $800.0 million which is comprised of $400.0 million each of the revolving loan and term loan commitments, respectively.

On August 22, 2025, we amended the Asset Based Credit Facility and entered into the Amendment No. 3 to Credit and Security Agreement ("Amendment No. 3"). Amendment No. 3 decreased the Asset Based Credit Facility Maximum Commitment from $800.0 million to $650.0 million which is comprised of $325.0 million each of the revolving loan and term loan commitments, respectively. In addition, Amendment No. 3 extended the maturity date from September 13, 2027 to April 28, 2028 and extended the period in which the Borrower may make borrowings of revolving loans from September 13, 2025 to April 30, 2026. Amendment No. 3 also decreased the facility margin from 2.90% to 2.25%.

On April 1, 2026, we amended the Asset Based Credit Facility and entered into Amendment No. 4 to the Credit and Security Agreement (“Amendment No. 4”). Amendment No. 4 decreased the Asset Based Credit Facility Maximum Commitment from $650.0 million to $300.0 million, which is comprised of $150.0 million each of the revolving loan and term loan commitments, respectively. In addition, Amendment No. 4 extended the maturity date from April 28, 2028 to April 1, 2030, and extended the period in which the Borrower may make borrowings of revolving loans from April 30, 2026 to April 1, 2028.

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 June 30, 2026 and December 31, 2025 was as follows (dollar amounts in thousands):

 

Credit Facilities

 

Total Facility
Commitment

 

 

Borrowings
Outstanding

 

 

Available
Amount
(1)

 

Subscription Based Credit Facility – June 30, 2026

 

$

 

 

$

 

 

$

 

Asset Based Credit Facility – June 30, 2026

 

$

300,000

 

 

$

157,149

 

 

$

142,851

 

Subscription Based Credit Facility – December 31, 2025

 

$

50,000

 

 

$

40,500

 

 

$

9,500

 

Asset Based Credit Facility – December 31, 2025

 

$

650,000

 

 

$

361,200

 

 

$

288,800

 

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

56


 

As of June 30, 2026 and December 31, 2025 borrowings under the Asset Based Credit Facility consisted of $150.0 million and $325.0 million, respectively, of Term Loans and $7.1 million and $36.2 million, respectively of revolving credit lines.

Costs associated with 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 $1.9 million in financing costs related to Amendment No. 4.

As of June 30, 2026 and December 31, 2025, $1.1 million and $0.6 million, respectively of deferred financing costs related to the revolving credit lines had yet to be amortized and $1.1 million and $0.6 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 June 30, 2026 approximates its fair value. Valuation techniques and significant inputs used to determine fair value include our performance; credit, market and liquidity risk and events; our financial health; place in the capital structure; interest rate; and the respective credit agreement’s terms and conditions.

The summary information regarding the Credit Facilities for the three and six months ended June 30, 2026 and 2025 was as follows (dollar amounts in thousands):

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Credit Facilities interest expense

 

$

3,068

 

 

$

9,382

 

 

$

10,077

 

 

$

16,912

 

Undrawn commitment fees

 

 

80

 

 

 

285

 

 

 

264

 

 

 

707

 

Administrative fees

 

 

12

 

 

 

25

 

 

 

25

 

 

 

45

 

Amortization of deferred financing costs

 

 

177

 

 

 

814

 

 

 

329

 

 

 

1,655

 

Total

 

$

3,337

 

 

$

10,506

 

 

$

10,695

 

 

$

19,319

 

Weighted average interest rate

 

 

5.75

%

 

 

7.17

%

 

 

5.87

%

 

 

7.19

%

Average outstanding balance

 

$

210,961

 

 

$

517,563

 

 

$

341,318

 

 

$

467,729

 

 

57


 

We had the following unfunded commitments and unrealized depreciation by investment as of June 30, 2026 and December 31, 2025 (dollar amounts in thousands):

 

 

 

 

 

 

June 30, 2026

 

 

December 31, 2025

 

Unfunded Commitments

 

Investment

 

Maturity/
Expiration

 

Amount

 

 

Unrealized
Depreciation

 

 

Amount

 

 

Unrealized
Depreciation

 

ADAN-B LLC (24 Hour Fitness)

 

Revolver

 

December 2030

 

$

1,550

 

 

$

16

 

 

$

6,195

 

 

$

46

 

Axvor Intermediate, LLC (DQS)

 

Delayed Draw Term Loan

 

December 2026

 

 

3,290

 

 

 

21

 

 

 

 

 

 

 

Axvor Intermediate, LLC (DQS)

 

Revolver

 

March 2031

 

 

3,209

 

 

 

21

 

 

 

 

 

 

 

CF Newco, Inc.

 

Revolver

 

December 2029

 

 

1,394

 

 

 

3

 

 

 

2,815

 

 

 

 

Cinelease, LLC

 

ABL Term Loan

 

July 2030

 

 

1,498

 

 

 

58

 

 

 

6,152

 

 

 

185

 

Comprehensive Logistics Co., LLC

 

Revolver

 

March 2026

 

 

 

 

 

 

 

 

4,556

 

 

 

59

 

CSAT Holdings LLC

 

Revolver

 

June 2028

 

 

 

 

 

 

 

 

1,311

 

 

 

1

 

D&D Buyer, LLC

 

Revolver

 

October 2029

 

 

2,371

 

 

 

 

 

 

1,916

 

 

 

 

D&D Buyer, LLC

 

5th Amendment Delayed Draw Term Loan

 

February 2028

 

 

2,970

 

 

 

 

 

 

 

 

 

 

Fenix Intermediate LLC

 

Delayed Draw Term Loan B-2

 

March 2027

 

 

 

 

 

 

 

 

11,607

 

 

 

429

 

Five Star Buyer, Inc.

 

Revolver

 

February 2028

 

 

751

 

 

 

48

 

 

 

1,517

 

 

 

100

 

Great Kitchens Food Company, Inc.

 

Revolver

 

May 2029

 

 

 

 

 

 

 

 

6,902

 

 

 

 

Helix Sleep, Inc.

 

Revolver

 

November 2030

 

 

945

 

 

 

7

 

 

 

1,908

 

 

 

23

 

Hoffmaster Group, Inc.

 

Revolver

 

February 2028

 

 

1,037

 

 

 

7

 

 

 

2,096

 

 

 

16

 

HOP Energy, LLC

 

Delayed Draw Term Loan D

 

August 2026

 

 

734

 

 

 

11

 

 

 

 

 

 

 

HydroSource Logistics, LLC

 

Revolver

 

April 2029

 

 

 

 

 

 

 

 

190

 

 

 

 

HydroSource Midstream, LLC

 

Revolver

 

April 2031

 

 

950

 

 

 

37

 

 

 

 

 

 

 

Pallet Logistics of America, LLC

 

Revolver

 

November 2029

 

 

562

 

 

 

22

 

 

 

1,589

 

 

 

51

 

Red Robin International, Inc.

 

Revolver

 

September 2027

 

 

239

 

 

 

 

 

 

1,240

 

 

 

9

 

RPM Purchaser, Inc.

 

Delayed Draw Term Loan B

 

November 2026

 

 

1,503

 

 

 

 

 

 

3,035

 

 

 

 

Signature Brands, LLC

 

9th Amendment Delayed Draw Term Loan A

 

November 2026

 

 

1,307

 

 

 

 

 

 

3,959

 

 

 

 

Viva 5 Group, LLC

 

Revolver

 

May 2030

 

 

133

 

 

 

2

 

 

 

5,418

 

 

 

87

 

Total

 

 

 

 

 

$

24,443

 

 

$

253

 

 

$

62,406

 

 

$

1,006

 

 

58


 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

Interest Rate Risk. As of June 30, 2026, 99% of our debt investments bore interest based on floating rates, such as SOFR and Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to three months. As of June 30, 2026, 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 June 30, 2026 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

 

$

19,111

 

 

$

4,780

 

 

$

14,331

 

Up 200 basis points

 

 

12,741

 

 

 

3,187

 

 

 

9,554

 

Up 100 basis points

 

 

6,370

 

 

 

1,593

 

 

 

4,777

 

Down 100 basis points

 

 

(6,333

)

 

 

(1,593

)

 

 

(4,740

)

Down 200 basis points

 

 

(11,618

)

 

 

(3,187

)

 

 

(8,431

)

Down 300 basis points

 

 

(12,581

)

 

 

(4,780

)

 

 

(7,801

)

 

59


 

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.

60


 

PART II. OTHER INFORMATION

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

Item 1A. Risk Factors

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.

61


 

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)

 

 

3.8

Amendment No. 5 to Amended and Restated Limited Liability Company Agreement, dated April 1, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on April 7, 2026)

 

 

10.1

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

 

 

10.2

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

 

 

10.3

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

 

 

10.4

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

 

 

10.5

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

 

 

10.6

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

 

 

10.7

First Amendment to Revolving Credit Agreement dated as of March 7, 2025, by and among TCW Direct Lending VIII LLC, as Borrower, PNC Bank National Association as administrative agent for the Lenders (in such capacity, the

62


 

 

Administrative Agent), and the Committed Lenders, Conduit Lenders, and Funding Agents (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 26, 2025).

 

 

10.8

Amendment No. 3 to Credit and Security Agreement, dated as of August 22, 2025, 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 10.8 to the Company's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 12, 2025).

 

 

10.9

Amendment No. 4 to Credit and Security Agreement, dated as of April 1, 2026, 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 10.9 to the Company's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 13, 2026).

 

 

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

 

* Filed herewith

63


 

 

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: August 12, 2026

 

By:

/s/ Richard T. Miller

 

 

 

 Richard T. Miller

 

 

 

President

 

 

 

 

 

Date: August 12, 2026

 

By:

/s/ Andrew J. Kim

 

 

 

 Andrew J. Kim

 

 

 

Chief Financial Officer

 

 

 

 

 

64



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