11/12/2025 | Press release | Distributed by Public on 11/12/2025 12:19
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 VII LLC. For simplicity, this report uses the terms "Company," "we," "us," and "our" to refer to TCW Direct Lending VII 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:
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 May 23, 2017 as a limited liability company under the laws of the State of Delaware. We conducted a private offering 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").
On August 18, 2017 ("Inception Date"), we sold and issued 10 Units at an aggregate purchase price of $1,000 to our investment adviser, TCW Asset Management Company LLC, an affiliate of the TCW Group, Inc.
On December 29, 2017, we filed an election to be regulated as a BDC under the 1940 Act. We elected, and intend to qualify annually, to be treated for U.S. Federal income tax purposes as a RIC under Subchapter M of the Code. As a BDC and a RIC, we are required to comply with certain regulatory requirements.
On April 13, 2018 (the "Initial Closing Date"), we began accepting subscription agreements from investors for the private sale of our Units and on January 14, 2019, we completed our fourth and final closing sale of our Units. We have sold 13,734,010 Units for an aggregate offering price of approximately $1.4 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."
We commenced operations during the second quarter of fiscal year 2018.
As of September 30, 2025, we have six wholly-owned subsidiaries, each of which is a single member Delaware limited liability company.
Our commitment period commenced on the Initial Closing Date and ended on May 16, 2021, which is the later of (a) April 13, 2021, three years from the Initial Closing Date and (b) May 16, 2021, three years from the date in which we first completed an investment. We completed investment transactions that were significantly in process as of the end of the commitment period and which we reasonably expected to be consummated prior to 90 days subsequent to the expiration date of the commitment period. We may also effect follow-on investments up to an aggregate maximum of 10% of Commitments. On December 11, 2024, our Members approved a proposal to allow us to increase the maximum aggregate of permissible follow-on investments and allow for follow-on investments in existing portfolio companies up to an aggregate amount not to exceed an amount equal to 10% of the aggregate cumulative amounts invested or committed for investment by us during the commitment period.
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. As our investment period has ended, we will not originate new loans, but may increase credit facilities to existing borrowers or affiliates. Our highly negotiated private investments may 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, historically, our investment bias has been towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments. The investment philosophy, strategy and approach of the private credit team of the Adviser (the "Private Credit Team" fka the "Direct Lending Team") has generally not involved the use of payment-in-kind ("PIK") interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, or similar arrangements. Although the Private Credit Team generally did not originate a significant amount of investments for us with PIK interest features, a number of our current investments do contain PIK due to certain circumstances involving debt restructurings or work-outs. The high concentration of PIK in our current portfolio is primarily a result of the continued wind down of our portfolio.
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 a joint venture partnership or other special purpose vehicle. While we invest primarily in U.S. companies, there are certain instances where we invested 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 Amended and Restated Administration Agreement, dated as of September 25, 2018 (the "Administration Agreement") and the Investment Advisory Agreement, dated as of December 29, 2017, (the "Advisory Agreement").
We, and indirectly our Unitholders, will bear all costs, expenses and liabilities, other than Adviser Operating Expenses (which shall be borne by the Adviser), in connection with our organization, operations, administration and transactions ("Company Expenses"). Company Expenses shall include, without limitation: (a) organizational expenses and expenses associated with the issuance of the Units; (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, if any, payable under the Administration Agreement; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes and other governmental charges assessed against us; (n) independent directors' fees and expenses and the costs associated with convening a meeting of our board of directors or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (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 personnel (including employees and secretarial and other staff of the Administrator) 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, in the event of a Reorganization (as defined in the LLC Agreement) that results in a Public Company (as defined in the LLC Agreement) or an Extension Fund (as defined in the LLC Agreement), including a Reorganization pursuant to which the Company becomes the Public Company or the Extension Fund, the fees, costs and expenses associated with any such restructuring, initial public offering, listing of equity securities or reorganization will be borne appropriately by the Public Company and the Extension Fund (and indirectly only by Unitholders that elect to become investors in the Public Company or the Extension Fund), as the case may be, and no others will directly or indirectly bear such fees, costs or expenses.
However, we will not bear (a) more than 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 January 14, 2019 and (b) more than an amount equal to 12.5 basis points of our aggregate Commitments computed annually for Company Expenses (the "Expense Cap"); provided, that, any amount by which actual annual expenses in (b) exceed the 12.5 basis point limit shall be carried over to the next year, without limitation, as additional expense until the earlier of the Reorganization (as defined in the LLC Agreement) or the dissolution of the Company, with any partial year assessed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the 12.5 basis point limit in (b), the following expenses shall be excluded and shall be borne by us as incurred without regard to the 12.5 basis point limit 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 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, 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), 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), legal costs associated with any requests for exemptive relief, "no-action" positions or other guidance sought from a regulator pertaining to us, costs and expenses relating to any Reorganization or liquidation of the Company and any extraordinary expenses (such as litigation expenses and indemnification payments). Notwithstanding the foregoing, in no event will the Company carryforward to future periods the amount by which actual annual Company Expenses for a year exceed the 12.5 basis point limit 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 those incurred in maintaining fidelity bonds and Indemnitee insurance policies), in furtherance of providing supervisory investment management services for us. 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, or with its compliance as a registered investment adviser thereunder.
All Adviser Operating Expenses and all our expenses that we will not bear, as set forth above, will be borne by the Adviser or its affiliates.
In connection with borrowings, our lenders require us to pledge assets, Commitments and/or the right to draw down on Commitments. In this regard, the subscription agreement entered into with each of our investors contractually obligates each investor to fund its respective Commitments in order to pay amounts that may become due under any borrowings or other financings or similar obligations.
We expensed organization costs totaling $0.7 million (net of $0.4 million in Adviser reimbursement) since our inception through December 31, 2018. Offering costs totaling $0.6 million (net of $0.3 million in Adviser reimbursement) were charged directly to Members' Capital on December 31, 2018. No additional organization and offering costs were incurred subsequent to December 31, 2018. We did not bear more than an amount equal to 10 basis points of the aggregate capital commitments for organization and offering expenses.
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 of Directors (the "Board") based on similar instruments, internal assumptions and the weighting of the best available pricing inputs. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" with respect to the fair valuation of the Company's portfolio securities, subject to oversight by and periodic reporting to the Board.
Fair Value Hierarchy: Assets and liabilities are classified by us into three levels based on valuation inputs used to determine fair value:
Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.
Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs.
Level 3 values are based on significant unobservable inputs that reflect our determination of assumptions that market participants might reasonably use in valuing the assets.
Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.
Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:
Equity, (Level 1), generally includes common stock valued at the closing price on the primary exchange in which the security trades.
Level 2 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:
Equity, (Level 2), generally includes warrants valued using quotes for comparable investments.
Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine the fair value of investments in private debt and equity for which reliable market quotations are not available. Some of the inputs are independently observable however, a significant portion of the inputs and the internal assumptions applied are unobservable.
Debt, (Level 3), includes investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. An income method approach incorporating a weighted average cost of capital and discount rate, or a market method approach using prices and other relevant information generated by market transactions involving identical or comparable assets, is generally used to determine fair value, though some cases use an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.
Equity, (Level 3), 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.
A number of our current investments contain PIK due to certain circumstances including debt restructurings or work-outs. The high concentration of PIK in our current portfolio is primarily a result of the continued wind down of the portfolio. 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 nine months ended September 30, 2025, PIK interest income earned was $13.1 million and $48.6 million, respectively, representing 66.8% and 65.6%, respectively, of investment income. For the three and nine months ended September 30, 2024, PIK interest income earned was $23.0 million and $51.3 million, representing 63.7% and 48.4%, 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 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 as interest income in the period in which the fees were earned. Income received in exchange for the provision of services such as administration and managerial services is recognized as other fee income in the period in which it was earned.
We have entered into certain intercreditor agreements that entitle us to the "last out" tranche of first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. In certain cases, we may receive a higher interest rate than the contractual stated interest rate as disclosed on our Consolidated Schedule of Investments.
Certain investments have an unfunded loan commitment for a delayed draw term loan or revolving credit. We earn an unused commitment fee on the unfunded commitment during the commitment period. The expiration date of the commitment period may be earlier than the maturity date of the investment stated above. See Note 5-Commitments and Contingencies.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment regarding collectability. If at any point we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current. We may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection.
Investment Activity
As of September 30, 2025, our portfolio consisted of 43 debt investments and 17 equity investments. Based on fair values as of September 30, 2025, our portfolio was 85.1% invested in debt investments which were mostly senior secured term loans. The remaining 14.9% represented our equity investments, which were comprised of common stock, preferred stock, membership interests and warrants. Debt investments in three portfolio companies were on non-accrual status as of September 30, 2025, representing 4.9% and 14.1% of our portfolio's fair value and cost, respectively.
As of December 31, 2024, our portfolio consisted of 40 debt investments and 18 equity investments. Based on fair values as of December 31, 2024, our portfolio was 91.5% invested in debt investments which were mostly senior secured term loans. The remaining 8.5% represented our equity investments, which were comprised of common stock, preferred stock and warrants. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2024, representing 3.1% and 11.9% of our portfolio's fair value and cost, respectively.
Our total investment portfolio increased to 60 investments as of September 30, 2025 from 58 investments as of December 31, 2024 due to follow-on investments in Mondee, Inc., Greenfield World Trade, Inc, and Twin Star International, Inc.
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 September 30, 2025:
|
Industry |
Percent |
|||
|
Textiles, Apparel & Luxury Goods |
17 |
% |
||
|
Household Durables |
14 |
% |
||
|
Software |
13 |
% |
||
|
Hotels, Restaurants & Leisure |
12 |
% |
||
|
Chemicals |
11 |
% |
||
|
Aerospace & Defense |
9 |
% |
||
|
Publishing |
6 |
% |
||
|
Capital Goods |
5 |
% |
||
|
Energy Equipment & Services |
5 |
% |
||
|
Consumer Durables & Apparel |
3 |
% |
||
|
Media |
3 |
% |
||
|
Commercial & Professional Services |
2 |
% |
||
|
Total |
100 |
% |
||
Interest income, including PIK interest income, was $19.5 million and $36.2 million for the three months ended September 30, 2025 and 2024, respectively. Interest income for the three months ended September 30, 2025 and 2024 included $13.1 million and $23.0 million, respectively, of PIK interest income.
Interest income, including PIK interest income, was $73.8 million and $105.9 million for the nine months ended September 30, 2025 and 2024, respectively. Interest income for the nine months ended September 30, 2025 and 2024 included $48.6 million and $51.3 million, respectively, of PIK interest income.
Results of Operations
Our operating results for the three and nine months ended September 30, 2025 and 2024 were as follows (dollar amounts in thousands):
|
For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Total investment income |
$ |
19,608 |
$ |
36,199 |
$ |
74,047 |
$ |
106,045 |
||||||||
|
Total expenses |
9,265 |
17,977 |
(6,609 |
) |
2,948 |
|||||||||||
|
Net investment income |
10,343 |
18,222 |
80,656 |
103,097 |
||||||||||||
|
Net realized loss on investments |
- |
(18,725 |
) |
(101,643 |
) |
(18,725 |
) |
|||||||||
|
Net change in unrealized appreciation/(depreciation) on investments |
(10,563 |
) |
12,318 |
(25,041 |
) |
(48,590 |
) |
|||||||||
|
Net realized gain on short-term investments |
1,048 |
663 |
2,586 |
1,211 |
||||||||||||
|
Net increase (decrease) in Members' Capital from operations |
$ |
828 |
$ |
12,478 |
$ |
(43,442 |
) |
$ |
36,993 |
|||||||
Total investment income
Total investment income for the three months ended September 30, 2025 and 2024 was $19.6 million and $36.2 million, respectively. Total investment income for the nine months ended September 30, 2025 and 2024 was $74.0 million and $106.0 million, respectively. The decrease in total investment income during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 was primarily due to a decrease in interest rates during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024.
Total expenses
Expenses for the three and nine months ended September 30, 2025 and 2024 were as follows (dollar amounts in thousands):
|
For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Expenses |
||||||||||||||||
|
Incentive fees |
$ |
- |
$ |
7,473 |
$ |
(35,680 |
) |
$ |
(28,892 |
) |
||||||
|
Interest and credit facilities expenses |
4,301 |
5,644 |
14,177 |
18,074 |
||||||||||||
|
Management fees |
3,166 |
3,494 |
10,315 |
10,472 |
||||||||||||
|
Interest expense on repurchase transactions |
1,176 |
719 |
2,827 |
1,336 |
||||||||||||
|
Professional fees |
297 |
247 |
704 |
760 |
||||||||||||
|
Administrative fees |
189 |
249 |
621 |
774 |
||||||||||||
|
Directors' fees |
98 |
108 |
294 |
306 |
||||||||||||
|
Other expenses |
38 |
43 |
133 |
118 |
||||||||||||
|
Total expenses |
$ |
9,265 |
$ |
17,977 |
$ |
(6,609 |
) |
$ |
2,948 |
|||||||
Our total expenses were $9.3 million and $18.0 million for the three months ended September 30, 2025 and 2024, respectively. Our total expenses included management fees attributed to the Adviser of $3.2 million and $3.5 million; and incentive fees of $0 and $7.5 million, for the three months ended September 30, 2025 and 2024, respectively.
Our total expenses were $(6.6) million and $2.9 million for the nine months ended September 30, 2025 and 2024, respectively. Our total expenses included management fees attributed to the Adviser of $10.3 million and $10.5 million; and incentive fees of $(35.7) million and $(28.9) million, for the nine months ended September 30, 2025 and 2024, respectively.
The decrease in total expenses during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to the decrease in incentive fees and interest and credit facilities expenses. Incentive fees decreased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to no incentive fees being recognized during the three months ended September 30, 2025 due to net realized and unrealized losses during the period. Interest and credit facility expenses decreased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to a decrease in the weighted average interest rate.
The decrease in total expenses during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to a larger reversal of incentive fee accruals coupled with the decrease in interest and credit facilities expenses. Incentives fees decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to an increase in the amount of incentive fees reversed which was caused by net realized and unrealized losses of $124.1 million during the nine months ended September 30, 2025 compared to net realized and unrealized losses of $66.1 million during the nine months ended September 30, 2024. Interest and credit facilities expenses decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to a decrease in the weighted average interest rate.
Net investment income
Net investment income for the three months ended September 30, 2025 and 2024 was $10.3 million and $18.2 million, respectively. Net investment income for the nine months ended September 30, 2025 and 2024 was $80.7 million and $103.1 million, respectively. Our net investment income decreased during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, due to the decrease in investment income which was partially offset by the decrease to expenses during the three and nine months ended September 30, 2025, as described above.
Net realized loss on investments
Our net realized loss on investments for the three months ended September 30, 2025 and 2024 was $0 and $18.7 million, respectively. Our net realized loss on investments for the nine months ended September 30, 2025 and 2024 was $101.6 million and $18.7, respectively. We did not recognize a realized loss on investments during the three months ended September 30, 2025 as none of our investments were disposed of during the period.
Our net realized loss during the nine months ended September 30, 2025 was due to the following investments (dollar amounts in thousands):
|
Issuer |
Investment |
Realized Gain |
|||||
|
Mondee Holdings LLC |
Term Loan |
$ |
(45,755 |
) |
|||
|
Greenfield World Trade, Inc. |
Last Out Term Loan |
(28,099 |
) |
||||
|
Greenfield World Trade, Inc. |
21st Amendment Last Out Term Loan |
(9,216 |
) |
||||
|
Greenfield World Trade, Inc. |
Last Out Term Loan |
(7,965 |
) |
||||
|
Hollander Intermediate LLC |
Term Loan |
(4,252 |
) |
||||
|
Greenfield World Trade, Inc. |
Class A-2 Warrant, expires 03/25/27 |
(3,179 |
) |
||||
|
Greenfield World Trade, Inc. |
Class A-1 Warrant, expires 03/25/27 |
(1,190 |
) |
||||
|
Greenfield World Trade, Inc. |
18th Amendment Last Out Term Loan |
(1,109 |
) |
||||
|
Mondee Holdings LLC |
Common Stock |
(764 |
) |
||||
|
Mondee Holdings LLC |
Class A-3 Warrant, expires 03/25/27 |
(114 |
) |
||||
|
Net realized loss |
$ |
(101,643 |
) |
||||
Our net realized loss during the three and nine months ended September 30, 2024 is fully attributable to our disposition of the RL Parent Holdings LLC (fka Red Lobster Management, LLC) term loan and incremental term loan.
Net change in unrealized appreciation/(depreciation) on investments
Our net change in unrealized appreciation/(depreciation) on investments for the three months ended September 30, 2025 and 2024 was ($10.6) million and $12.3 million, respectively. Our net change in unrealized appreciation/(depreciation) for the three months ended September 30, 2025 was primarily due to the following investments (dollar amounts in thousands):
|
Issuer |
Investment |
Change in Unrealized |
|||||
|
Twin Star International, Inc. |
Term Loan |
$ |
(5,916 |
) |
|||
|
The Legacy Companies, LLC (fka Greenfield World Trade, Inc.) |
Class A Units |
(3,503 |
) |
||||
|
Slogic Holding Corp. |
Last Out Term Loan |
(2,381 |
) |
||||
|
WDE TorcSill Holdings LLC |
Term Loan |
(1,546 |
) |
||||
|
Live Comfortably Borrower LLC (fka Hollander Intermediate LLC) |
Term Loan |
(832 |
) |
||||
|
Navistar Defense, LLC |
Term Loan |
1,466 |
|||||
|
Greenfield World Trade, Inc. |
Last Out Term Loan |
1,612 |
|||||
|
Mondee Holdings LLC |
Term Loan |
1,632 |
|||||
|
All others |
Various |
(1,095 |
) |
||||
|
Net change in unrealized appreciation/(depreciation) |
$ |
(10,563 |
) |
||||
Our net change in unrealized appreciation/(depreciation) for the three months ended September 30, 2024 was primarily due to the following investments (dollar amounts in thousands):
|
Issuer |
Investment |
Change in Unrealized |
|||||
|
AGY Equity LLC |
Class E Preferred Units |
$ |
(8,592 |
) |
|||
|
Twin Star International, Inc. |
Term Loan |
(6,474 |
) |
||||
|
RL Parent Holdings LLC (fka Red Lobster Management, LLC) |
Class A Units |
(5,578 |
) |
||||
|
Navistar Defense, LLC |
Term Loan |
(4,995 |
) |
||||
|
Hollander Intermediate LLC |
Term Loan |
(3,616 |
) |
||||
|
Greenfield World Trade, Inc. |
Last Out Term Loan |
(3,207 |
) |
||||
|
Encompass Digital Media, Inc. |
Term Loan |
(1,234 |
) |
||||
|
Greenfield World Trade, Inc. |
Last Out Delayed Draw Term Loan |
(1,044 |
) |
||||
|
Centric Brands L.P. |
Class A LP Interests |
1,364 |
|||||
|
RL Parent Holdings LLC (fka Red Lobster Management, LLC) |
Incremental Term Loan |
2,129 |
* |
||||
|
Outform Group, Inc. (fka Rapid Displays, Inc.) |
Term Loan |
2,242 |
|||||
|
Slogic Holding Corp. |
Last Out Term Loan |
2,268 |
|||||
|
WDE TorcSill Holdings LLC |
Class A Units |
2,635 |
|||||
|
AGY Holdings Corp. |
Delayed Draw Term Loan |
2,993 |
|||||
|
AGY Holdings Corp. |
Term Loan |
3,256 |
|||||
|
AGY Equity LLC |
Class D Preferred Units |
9,077 |
|||||
|
RL Parent Holdings LLC (fka Red Lobster Management, LLC) |
Term Loan |
22,321 |
* |
||||
|
All others |
Various |
(1,227 |
) |
||||
|
Net change in unrealized appreciation/(depreciation) |
$ |
12,318 |
|||||
*Includes reversal of previously recognized unrealized (depreciation)/appreciation. Recognized during the three months ended September 30, 2024 as realized gains/(losses) and/or accelerated original issue discount.
Our net change in unrealized appreciation/(depreciation) on investments for the nine months ended September 30, 2025 and 2024 was $(25.0) million and $(48.6) million, respectively. Our net change in unrealized appreciation/(depreciation) for the nine months ended September 30, 2025 was primarily due to the following investments (dollar amounts in thousands):
|
Issuer |
Investment |
Change in Unrealized Appreciation/ |
|||||
|
RL Parent Holdings LLC (fka Red Lobster Management, LLC) |
Class A Units |
$ |
(17,492 |
) |
|||
|
The Legacy Companies, LLC (fka Greenfield World Trade, Inc.) |
Class A Units |
(10,680 |
) |
||||
|
Slogic Holding Corp. |
Last Out Term Loan |
(10,382 |
) |
||||
|
WDE TorcSill Holdings LLC |
Term Loan |
(7,825 |
) |
||||
|
Tabhi Holdings, LLC (fka Mondee Holdings LLC) |
Preferred Units |
(7,281 |
) |
||||
|
WDE TorcSill Holdings LLC |
Revolver |
(3,504 |
) |
||||
|
Live Comfortably Borrower LLC (fka Hollander Intermediate LLC) |
Term Loan |
(2,445 |
) |
* |
|||
|
AGY Equity LLC |
Class E Preferred Units |
(2,106 |
) |
||||
|
Encompass Digital Media, Inc. |
Term Loan |
(1,817 |
) |
||||
|
Greenfield World Trade, Inc. |
Last Out Term Loan |
3,072 |
* |
||||
|
Centric Brands L.P. |
Class A LP Interests |
4,023 |
|||||
|
Navistar Defense, LLC |
Term Loan |
8,738 |
|||||
|
Greenfield World Trade, Inc. |
Last Out Term Loan |
11,274 |
* |
||||
|
Mondee Holdings LLC |
Term Loan |
12,068 |
* |
||||
|
All others |
Various |
(684 |
) |
||||
|
Net change in unrealized appreciation/(depreciation) |
$ |
(25,041 |
) |
||||
*Includes reversal of previously recognized unrealized (depreciation)/appreciation. Recognized during the nine months ended September 30, 2025 as realized losses and/or accelerated original issue discount.
Our net change in unrealized appreciation/(depreciation) for the nine months ended September 30, 2024 was primarily due to the following investments (dollar amounts in thousands):
|
Issuer |
Investment |
Change in Unrealized |
|||||
|
Navistar Defense, LLC |
Term Loan |
$ |
(26,540 |
) |
|||
|
Twin Star International, Inc. |
Term Loan |
(16,262 |
) |
||||
|
Encompass Digital Media, Inc. |
Term Loan |
(8,596 |
) |
||||
|
AGY Equity LLC |
Class E Preferred Units |
(8,592 |
) |
||||
|
Greenfield World Trade, Inc. |
Last Out Term Loan |
(7,241 |
) |
||||
|
RL Parent Holdings LLC (fka Red Lobster Management, LLC) |
Class A Units |
(5,578 |
) |
||||
|
Hollander Intermediate LLC |
Term Loan |
(5,152 |
) |
||||
|
Greenfield World Trade, Inc. |
Last Out Delayed Draw Term Loan |
(2,206 |
) |
||||
|
Greenfield World Trade, Inc. |
Class A-1 Warrant, expires 03/25/27 |
(2,017 |
) |
||||
|
AGY Holdings Corp. |
Delayed Draw Term Loan |
2,462 |
|||||
|
WDE TorcSill Holdings LLC |
Class A Units |
2,635 |
|||||
|
AGY Holdings Corp. |
Term Loan |
2,679 |
|||||
|
RL Parent Holdings LLC (fka Red Lobster Management, LLC) |
Term Loan |
3,770 |
* |
||||
|
Slogic Holding Corp. |
Last Out Term Loan |
4,803 |
|||||
|
Centric Brands L.P. |
Class A LP Interests |
8,723 |
|||||
|
AGY Equity LLC |
Class D Preferred Units |
9,077 |
|||||
|
All others |
Various |
(555 |
) |
||||
|
Net change in unrealized appreciation/(depreciation) |
$ |
(48,590 |
) |
||||
*Includes reversal of previously recognized unrealized (depreciation)/appreciation. Recognized during the nine months ended September 30, 2024 as realized gains/(losses) and/or accelerated original issue discount.
Net realized gain on short-term investments
During the three months ended September 30, 2025 and 2024 we generated $1.0 million and $0.7 million, respectively, in realized gains from our short-term investments in government treasuries.
During the nine months ended September 30, 2025 and 2024 we generated $2.6 million and $1.2 million, respectively, in realized gains from our short-term investments in government treasuries.
Net increase (decrease) in Members' Capital from operations
Our net increase (decrease) in Members' Capital from operations during the three months ended September 30, 2025 and 2024 was $0.8 million and $12.5 million, respectively. The lower Net increase in Members' Capital from operations during the three months ended September 30, 2025 compared to the Net increase in Members' Capital from operations three months ended September 30, 2024 was primarily due to the decrease in net investment income described above coupled with an increase in net realized and unrealized losses during the current quarter which was a net loss of $9.5 million, compared to net realized and unrealized losses of $5.7 million during the three months ended September 30, 2024.
Our net increase (decrease) in Members' Capital from operations during the nine months ended September 30, 2025 and 2024 was $(43.4) million and $37.0 million, respectively. The relative Net decrease in Members' Capital from operations during the nine months ended September 30, 2025 compared to the Net increase in Members' Capital from operations nine months ended September 30, 2024 was primarily due to net realized and unrealized losses during the current period which was a net loss of $124.1 million, compared to a net realized and unrealized loss of $66.1 million during the nine months ended September 30, 2024, coupled with lower net investment income during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
Financial Condition, Liquidity and Capital Resources
On April 13, 2018, we completed the first closing of the sale of our Units to persons not affiliated with the Adviser. We also commenced operations during the second quarter of fiscal year 2018. On January 14, 2019, we completed our fourth and final closing sale of our Units. 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 September 30, 2025, aggregate Commitments, Undrawn Commitments, percentage of Commitments funded and the number of subscribed for Units of the Company were as follows (dollar amounts in thousands):
|
September 30, 2025 |
||||
|
Commitments |
$ |
1,373,401 |
||
|
Undrawn commitments |
$ |
165,401 |
||
|
Percentage of commitments funded |
88.0 |
% |
||
|
Units |
13,734,010 |
|||
On May 10, 2018, we entered into a Revolving Credit Agreement (the "Natixis Credit Agreement") among the Company, as borrower, and Natixis, New York Branch ("Natixis"), as administrative agent and the committed lenders, conduit lenders and funding agents. The Natixis Credit Agreement provided for a revolving credit line (the "Natixis Revolving Credit Facility") of up to $150.0 million (the "Natixis Maximum Commitment"), subject to the lesser of the "Natixis Borrowing Base" assets or the Natixis Maximum Commitment. The Natixis Borrowing Base assets equal the sum of a percentage of unfunded commitments from certain classes of eligible investors in the Company (the "Natixis Available Commitment").
The Natixis Maximum Commitment may be periodically increased in amounts designated by the Company, up to an aggregate amount of $1 billion. The maturity date of the Natixis Credit Agreement was May 10, 2021. On May 10, 2021, the Company exercised its option to extend the maturity date of the Natixis Credit Agreement to May 9, 2022. On March 15, 2022, the Company exercised its last available option to extend the Natixis Credit Agreement maturity date from May 9, 2022 to May 9, 2023. Borrowings under the Natixis Credit Agreement bear interest at a rate equal to either (a) a base rate calculated in a customary manner plus 0.75% or (b) an adjusted eurodollar rate calculated in a customary manner plus 1.75%. As of December 31, 2020, the Natixis Maximum Commitment was $280.0 million. On March 10, 2021, we further reduced the Natixis Maximum Commitment to $250.0 million.
On January 10, 2023, we entered into a Sixth Amendment to the Revolving Credit Agreement with Natixis (the "Sixth Amended Revolving Credit Agreement"). The Sixth Amended Revolving Credit Agreement replaces the Eurocurrency Rate with a Daily Simple SOFR Rate, Term SOFR Rate and Adjusted Term SOFR Rate (each as defined in the Sixth Amended Revolving Credit Agreement) for purposes of calculating interest on the loan. Each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR Rate for such Interest Period plus the interest rate spread or "Applicable Margin." Each Daily SOFR Loan will bear interest on the outstanding principal amount thereof at a rate per annum equal to Daily Simple SOFR plus the Applicable Margin. The Term SOFR Loan and Daily SOFR Loan have an Applicable Margin of 1.75%.
On May 9, 2023, we entered into the Seventh Amendment to the Revolving Credit Agreement with Natixis (the "Seventh Amended Revolving Credit Agreement"). The Seventh Amended Revolving Credit Agreement (1) removed the Adjusted Term SOFR Rate for purposes of calculating interest on the loan but kept the Daily Simple SOFR and Term SOFR rates as is; (2) updated the Applicable Margin from 0.75% to 1.15% for Base Rate Loans and from 1.75% to 2.15% for all other loan types; (3) added a minimum usage fee whereby the Company is charged 2.15% on undrawn amounts that are less than 50% of the Maximum Commitment; (4) modified the unused fees such that if usage is between 0% and 30%, the Company is charged 0.75%, 0.55% if usage is between 30% and 50%, and 0.40% if usage is greater than 50%; and (5) extended the maturity date of the Natixis Revolving Credit Facility 364 days to May 9, 2024.
On May 9, 2024, we entered into the Eighth Amendment to the Revolving Credit Agreement with Natixis (the "Eighth Amended Revolving Credit Agreement"). The Eighth Amended Revolving Credit Agreement: (1) updated the Applicable Margin from 1.15% to 1.50% for Base Rate Loans and from 2.15% to 2.50% for all other loan types; (2) extended the Stated Maturity Date (previously defined as May 9, 2024) of the Natixis Revolving Credit Facility 183 days to November 8, 2024; (3) updated the definition of Maturity Date to be the earlier of the Stated Maturity Date or 45 days after a Maturity Event, which is defined as one or more of the following occurring: (a) Special Member (NLGI US Private Debt Fund I) elects to "opt-out" and have its membership interest redeemed during the next scheduled redemption date; (b) Rated Included Investors (as defined in the Natixis Credit Agreement) representing 8% or more of Unfunded Commitments elect to "opt-out"and have their membership interest redeemed during the next scheduled redemption date; or (c) Included Investors (as defined in the Natixis Credit Agreement) representing 8% or more of Unfunded Commitments elect to "opt-out"and have their membership interest redeemed during the next scheduled redemption date; and (4) allowed the Company to extend the Stated Maturity Date up to 3 months after the then effective Stated Maturity Date no more than 2 times.
On July 30, 2024, we entered into the Ninth Amendment to the Revolving Credit Agreement with Natixis (the "Ninth Amended Revolving Credit Agreement"). The Ninth Amended Revolving Credit Agreement: (1) added the definition of Exchange Offer which means any exchange offer with respect to any membership interests in connection with a Reorganization (2) updated to the definition of Maturity Event to Maturity Event Date which is defined as when the Borrower proceeds with a Reorganization, the date 45 days prior to the date of the delivery of an Exchange Offer to any investor, unless extended by the lenders in their sole discretion and (3) requires consent of all lenders for the Borrower to deliver any Exchange Offer to investors or permit any Reorganization to be deemed effective.
The Natixis Revolving 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 Natixis Revolving Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should we fail to satisfy certain covenants.
On November 4, 2024, the Natixis Revolving Credit Agreement matured and as of that date, we can no longer borrow amounts under the Natixis Revolving Credit Facility.
On January 29, 2019, TCW DL VII Financing LLC (the "Borrower" or "TCW DL VII Financing"), a newly-formed, wholly-owned, special purpose financing subsidiary of ours, entered into a senior secured credit facility (the "PNC Credit Facility" and together with the Natixis Revolving Credit Facility, the "Credit Facilities") pursuant to a credit and security agreement (the "PNC Credit Agreement") with PNC Bank, National Association ("PNC"), as facility agent, the lenders from time to time party thereto, and State Street Bank and Trust Company, as collateral agent.
Under the PNC Credit Facility, the lenders have agreed to extend credit to the Borrower in an aggregate principal amount of up to $400.0 million of revolving and term loans (the "PNC Maximum Commitment"), subject to compliance with a borrowing base (the "PNC Borrowing Base"). The PNC Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $900.0 million, subject to lender consent and obtaining commitments for the increase. The Borrower may make borrowings of (i) a revolving loan (the "PNC Revolving Credit Facility" and together with the Natixis Revolving Credit Facility, the "Revolving Credit Facilities") under the PNC Credit Facility during the period commencing January 29, 2019 and ending on January 29, 2022 and (ii) a term loan (the "PNC Term Loan") under the PNC Credit Facility during the period which commenced on January 29, 2019 and ended on January 29, 2020, unless, in the case of (i) and (ii), there is an earlier termination of the PNC Credit Facility or event of default thereunder. The PNC Credit Facility will mature on January 29, 2024. Loans under the PNC Credit Facility bear interest at a fluctuating rate of interest per annum equal to, at the Borrower's option, either (i) three-month LIBOR plus the facility margin of 2.30% per annum or (ii) the Base Rate plus the facility margin of 2.30% per annum.
On April 11, 2019, the Borrower amended and restated the PNC Credit Agreement (as amended, the "Amended PNC Credit Agreement") for the PNC Credit Facility. The Amended PNC Credit Agreement, among other things, (a) increased the total commitments under the PNC Credit Facility from $400.0 million to $600.0 million (the "Amended PNC Maximum Commitment") and (b) made certain modifications to the calculation of the borrowing base under the prior facility, including the eligibility requirements of collateral obligations pledged under the PNC Credit Facility and loan portfolio concentration limits.
On March 17, 2020, the Borrower further amended and restated the Amended PNC Credit Agreement (as further amended the "Second Amended PNC Credit Agreement"). The Second Amended PNC Credit Agreement, among other things, increased the total commitments under the PNC Credit Facility from $600.0 million to $795.0 million (the "Second Amended PNC Maximum Commitment"). The Second Amended PNC Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $900.0 million, subject to lender consent and obtaining commitments for the
increase. The Borrower may make borrowings of (i) revolving loans under the PNC Credit Facility during the period commencing January 29, 2019 and ending on January 29, 2022 and (ii) term loans under the PNC Credit Facility during the period commencing January 29, 2019 and ended on March 17, 2020, unless, there is an earlier termination of the PNC Credit Facility or event of default thereunder. On June 19, 2020, the Second Amended PNC Maximum Commitment was increased from $795.0 million to $825.0 million. On November 15, 2021, the Second Amended PNC Maximum Commitment was decreased from $825.0 million to $700.0 million.
On January 31, 2022 (the first business day after January 29, 2022), the Borrower's ability to make borrowings under the PNC Revolving Credit Facility expired and the then outstanding PNC Revolving Credit Facility borrowings of $295.5 million converted into outstanding borrowings under the PNC Term Loan. In connection with such conversion, repayments on outstanding borrowings under the PNC Term Loan will correspondingly reduce the PNC Maximum Commitment. The PNC Credit Facility will mature on January 29, 2024.
On October 27, 2022, the Borrower amended and restated the Amended PNC Credit Agreement (as further amended the "Third Amended PNC Credit Agreement"). The Third Amended PNC Credit Agreement, among other things, removed reference to LIBOR rates and the related definitions and added reference to SOFR rates and the related definitions in which the Borrower may now elect a fluctuating rate of interest that is based on SOFR rather than LIBOR. Loans under the PNC Credit Facility will bear interest at a fluctuating rate of interest per annum equal to, at the Borrower's option, either (i) SOFR rate plus the sum of the facility margin of 2.3% and SOFR adjustment per annum or (ii) the Base Rate plus the facility margin of 2.30% per annum.
On December 6, 2023, the Borrower entered into Amendment No. 1 to the Third Amended and Restated Credit and Security Agreement with PNC ("Amendment No.1 to Third Amended PNC Credit Agreement"). The Amendment No.1 to Third Amended PNC Credit Agreement (1) updated the Facility Margin Level from 2.30% to 2.75% and removed the SOFR adjustment from the calculation of interest on borrowings; (2) extended the Final Maturity Date 366 days from January 29, 2024 to January 29, 2025; (3) changed the total commitments under the PNC Term Loan to $265.0 million (the total outstanding balance as of the date of the amendment).
The Borrower's obligations under the PNC Credit Facility are secured by a first priority security interest in all of the assets of the Borrower, including its portfolio of loans that has been contributed by the Company to the Borrower in exchange for 100% of the membership interests 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 PNC Credit Facility.
Under the PNC 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 PNC Credit Facility also includes events of default that are customary for similar credit facilities. As of September 30, 2025, the Borrower was in compliance with such covenants.
Borrowings of the Borrower are non-recourse to us but are consolidated in our consolidated financial statements and considered our borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.
On November 8, 2024, the Company fully paid all outstanding balances under the PNC Credit Facility and terminated the agreement.
On November 8, 2024, the Company entered into a revolving credit agreement ("PNC Revolving Credit Agreement" and together with the Natixis Revolving Credit Facility and the PNC Revolving Credit Facility, the "Revolving Credit Facilities") with PNC as administrative agent and PNC Capital Markets LLC as structuring agent. Under the PNC Revolving Credit Agreement, the lenders have agreed to extend credit to the Company in an aggregate principal amount of up to $350,000 of revolving loans (the "PNC Revolving Credit Agreement Maximum Commitment"), subject to compliance with a borrowing base (the "PNC Revolving Credit Agreement Borrowing Base"). The PNC Revolving Credit Agreement will mature on November 8, 2025. Loans under the PNC Revolving Credit Agreement bear interest at a fluctuating rate of interest per annum equal to, at the Company's option, either (i) one-month SOFR plus the facility margin of 2.15% per annum or (ii) the Base Rate plus the facility margin of 1.15% per annum.
A summary of amounts outstanding and available under the PNC Revolving Credit Agreement as of September 30, 2025 and December 31, 2024 was as follows (dollar amounts in thousands):
|
PNC Revolving Credit Facility |
Maximum |
Borrowings |
Available |
|||||||||
|
As of September 30, 2025 |
$ |
350,000 |
$ |
219,500 |
$ |
130,322 |
||||||
|
As of December 31, 2024 |
$ |
350,000 |
$ |
300,000 |
$ |
49,822 |
||||||
Costs associated with the Revolving Credit Facilities are recorded as deferred financing costs on our Consolidated Statements of Assets and Liabilities and the costs are being amortized over the respective lives of the Natixis Revolving Credit Facility and PNC Revolving Credit Facility. Costs associated with the PNC Term Loan are deferred and amortized over the term of the PNC Term Loan. Such deferred financing costs are netted against the carrying value of the PNC Term Loan on our Consolidated Statements of Assets and Liabilities.
As of September 30, 2025 and December 31, 2024, $0.1 million and $1.1 million, respectively, of deferred financing costs from the Revolving Credit Facility had yet to be amortized.
The carrying amounts of the Credit Facilities, which are categorized as Level 2 within the fair value hierarchy as of September 30, 2025 and 2024, approximates their respective fair values. 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 Credit Facilities' terms and conditions.
The summary information regarding the Credit Facilities for the three and nine months ended September 30, 2025 and 2024 was as follows (dollar amounts in thousands):
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Credit Facilities interest expense |
$ |
3,783 |
$ |
4,432 |
$ |
12,905 |
$ |
13,724 |
||||||||
|
Unused commitment fees |
135 |
705 |
242 |
2,813 |
||||||||||||
|
Administrative fees |
- |
- |
- |
100 |
||||||||||||
|
Amortization of deferred financing costs |
383 |
507 |
1,030 |
1,437 |
||||||||||||
|
Total |
$ |
4,301 |
$ |
5,644 |
$ |
14,177 |
$ |
18,074 |
||||||||
|
Weighted average interest rate |
6.48 |
% |
7.94 |
% |
6.48 |
% |
8.01 |
% |
||||||||
|
Average outstanding balance |
$ |
228,261 |
$ |
218,478 |
$ |
262,723 |
$ |
225,146 |
||||||||
We had the following unfunded commitments and unrealized depreciation by investment as of September 30, 2025 and December 31, 2024 (dollar amounts in thousands):
|
September 30, 2025 |
December 31, 2024 |
|||||||||||||||||
|
Unfunded Commitments |
Maturity/ |
Amount |
Unrealized |
Amount |
Unrealized |
|||||||||||||
|
AGY Holdings Corp. |
September 2029 |
$ |
2,067 |
$ |
- |
$ |
2,067 |
$ |
- |
|||||||||
|
Bendon Inc. |
January 2026 |
4,842 |
29 |
4,842 |
44 |
|||||||||||||
|
Encompass Digital Media, Inc. |
September 2026 |
1,374 |
867 |
508 |
278 |
|||||||||||||
|
Greenfield World Trade, Inc. |
January 2025 |
- |
- |
62 |
9 |
|||||||||||||
|
Navistar Defense, LLC |
February 2027 |
993 |
- |
993 |
- |
|||||||||||||
|
Outform Group, Inc. |
April 2026 |
1,664 |
158 |
999 |
- |
|||||||||||||
|
Twin Star International, Inc. |
June 2026 |
- |
- |
271 |
- |
|||||||||||||
|
Twin Star International, Inc. |
June 2026 |
4,291 |
- |
- |
- |
|||||||||||||
|
WDE TorcSill Holdings LLC |
April 2028 |
- |
- |
8 |
1 |
|||||||||||||
|
Total |
$ |
15,231 |
$ |
1,054 |
$ |
9,750 |
$ |
332 |
||||||||||
We may, from time to time, enter into repurchase agreements with Barclays Bank PLC ("Barclays"), whereby the we sell to Barclays our short-term investments and concurrently enter into an agreement to repurchase the same investments at an agreed-upon price at a future date, generally within 30-days (each, a "Repurchase Transaction").
These Repurchase Transactions meet the criteria for secured borrowings. Accordingly, the short-term investments remain on our Consolidated Statements of Assets and Liabilities as an asset, and we record a liability to reflect our repurchase obligation to Barclays (the "Repurchase Obligation"). The Repurchase Obligation is secured by the short-term investments that are the subject of the repurchase agreement.
The Repurchase Transactions entered into by us during the nine months ended September 30, 2025 and 2024 had an average principal balance of $330.4 million and $123.7 million, respectively and a weighted average interest rate of 4.53% and 5.57%, respectively.
The net proceeds received by us from Repurchase Transactions during the nine months ended September 30, 2025 and 2024 was a net loss of $0.2 million (comprised of interest expense of $2.8 million net of realized gains on short-term investments of $2.6 million) and a net loss of $0.1 million (comprised of interest expense of $1.3 million net of realized gains on short-term investments of $1.2 million), respectively.
We had no outstanding Repurchase Obligations as of September 30, 2025 and December 31, 2024.