TCW Direct Lending LLC

11/13/2025 | Press release | Distributed by Public on 11/13/2025 13:30

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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 LLC. For simplicity, this report uses the terms "Company," "we," "us," and "our" to refer to TCW Direct Lending 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;
a contraction of available credit could impair our ability to obtain leverage;
the impact of current global economic conditions, including those caused by inflation, an elevated interest rate environment and geopolitical events;
a decline in interest rates could adversely impact our results as majority of our investments bear interest based on floating rates;
our future operating results;
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;
the increasing concentration of our investment portfolio as we continue to wind down may heighten the risk that an adverse change in one issuer or industry could have a material adverse impact on our performance;
the speculative and illiquid nature of our investments;
the use of borrowed money to finance a portion of our investments;
the adequacy of our financing sources and working capital, including our ability to generate sufficient cash to pay our operating expenses;
the costs associated with being an entity registered with the Securities and Exchange Commission ("SEC");
uncertainty surrounding global political and financial stability, including the liquidity of the banking industry and the risk of recession or a shutdown of government services;
changes or potential disruptions in our operations and the operations of our portfolio companies, the economy, financial markets or political environment, including those caused by tariffs and trade disputes with other countries, supply chain issues, inflation and an elevated interest rate environment;
risks associated with possible disruption in our operations, the operations of our portfolio companies or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters, pandemics or cybersecurity incidents;
the loss of key personnel of the Adviser;
the timing of cash flows, if any, from the operations of our portfolio companies;
the ability of the Adviser to monitor and administer our investments;
the ability of the TCW Group, Inc. to attract and retain highly talented professionals that can provide services to the Adviser and Administrator;
our ability to qualify and maintain our qualification as a regulated investment company, or "RIC," under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the "Code") and as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"), and the related tax implications;
the effect of legal, tax and regulatory changes; and
the other risks, uncertainties and other factors we identify in this quarterly report on Form 10-Q and under "Part I-Item 1A. Risk Factors" in our Form 10-K filed with the SEC on March 31, 2025.

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

Overview

We were formed on April 1, 2014 as a limited liability company under the laws of the State of Delaware. We have filed an election to be regulated as a BDC under the 1940 Act. We have also elected to be treated for U.S. Federal income tax purposes as a RIC under the Code for the taxable year ending December 31, 2015 and subsequent years. We are required to continue to meet the minimum distribution and other requirements for RIC qualification. As such, we are required to comply with various 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.

Each investor was required to enter into a subscription agreement in connection with its Commitment (a "Subscription Agreement"). 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 Common Unit upon at least ten business days' prior written notice to the Common Unitholders. Investors have entered into subscription agreements for 20,134,698 Common Units of the Company issued and outstanding representing a total of $2.013 billion of committed capital. On July 11, 2022 our Members approved a reduction in Undrawn Commitments by $10.43 per unit, resulting in an approximately 41.18% reduction of overall remaining available capital commitments. We effected this commitment reduction by reducing the number of outstanding undrawn units and thereby reducing total Units from 20,134,698 to 18,034,649. Such Unit reduction was proportionately effected for each Member and therefore has no impact on each Member's percentage interest in us.

As of September 30, 2025, we have three wholly-owned subsidiaries - TCW DL VI Funding I, LLC, TCW DL CTH, LLC, and Precision Products Machining Group, LLC each a Delaware limited liability company. TCW DL VI Funding I, LLC and TCW DL CTH, LLC were designed to hold equity investments of ours and Precision Products Machining Group, LLC was acquired through an investment restructuring.

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, equity securities, and equity-linked securities such as options and warrants. However, 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, the majority of our current debt investments do contain PIK due to certain circumstances involving debt restructurings or work-outs. However, a significant amount of PIK interest is not being recognized as income due to the collection being doubtful.

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 through indirect investments in portfolio companies through a joint venture vehicle, partnership or other special purpose vehicle (each, an "Investment 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 Administration Agreement and the Advisory Agreement.

We bear (including by reimbursing the Adviser or Administrator) all costs and expenses of our operations, administration and transactions, including, without limitation, organizational and offering expenses, management fees, costs of reporting required under applicable securities laws, legal fees of our counsel and accounting fees. However, we do not bear (a) more than an amount equal to 10 basis points of the aggregate Commitments for organization and offering expenses in connection with the offering of Common Units through the Closing Period and (b) more than an amount equal to 12.5 basis points of the aggregate Commitments per annum (pro-rated for partial years) for our Operating Expenses, including amounts paid to the Administrator under the Administration Agreement and reimbursement of expenses to the Adviser and its affiliates. Notwithstanding the foregoing, the cap on Operating Expenses does not apply to payments of the Management Fee, Incentive Fee, organizational and offering expenses (which are subject to the separate cap described above), amounts payable in connection with our borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to our liquidation of the Company, taxes, or extraordinary expenses (such as litigation expenses and indemnification payments to either the Adviser or the Administrator). All expenses that we do not bear are borne by the Adviser or its affiliates.

Critical Accounting Policies and Estimates

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 our 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.

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),includes common stock valued at the closing price on the primary exchange in which the security trades.

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),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. 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.

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.

The majority of our current debt investments contain PIK due to certain circumstances including debt restructurings or work-outs. However, a significant amount of PIK interest is not being recognized as income due to the collection being doubtful. 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 $1.1 million and $4.0 million, respectively, representing 36.3% and 32.9%, respectively, of investment income. For the three and nine months ended September 30, 2024, PIK interest income earned was $2.5 million and $14.1 million, representing 53.3% and 53.4%, 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.

Net Asset Value ("NAV") (Investment Funds and Vehicles):Equity investments in an affiliated investment fund TCW Direct Lending Strategic Ventures LLC ("Strategic Ventures") are valued based on the net asset value reported by the investment fund. Investments held by the affiliated fund include debt investments in privately originated senior secured debt. Such investments held by the affiliated fund are valued using the same methods, approach and standards applied above to debt investments held by the

Company. The Company's ability to withdraw from the fund is subject to restrictions. The term of the fund will continue until June 5, 2021 unless dissolved earlier or extended for two additional one-year periods by the Company, in its full discretion. The Company can further extend the term of the fund for additional one-year periods, upon notice to and consent from the funds management committee. On February 25, 2021, Company extended the fund's term one additional year, until June 5, 2022. On February 1, 2022, the Company further extended the fund's term one additional year, until June 5, 2023. On April 17, 2023, the Company further extended the fund's term one additional year, until June 5, 2024. On May 1, 2024, the Company further extended the fund's term one additional year, until June 5, 2025. On May 7, 2025, the Company further extended the fund's term one additional year, until June 5, 2026. The Company is entitled to income and principal distributed by the fund.

Investment Activity

As of September 30, 2025, our portfolio consisted of 12 debt and 14 equity investments six portfolio companies, including Strategic Ventures. Based on fair values as of September 30, 2025, our portfolio was comprised of 47.9% debt investments which were primarily senior secured, first lien term loans and 52.1% equity investments, which were primarily common and preferred stocks; warrants; and our common and preferred membership interests in Strategic Ventures. Debt investments in one portfolio company was on non-accrual status as of September 30, 2025, representing 13.3% and 40.4% of our portfolio's fair value and cost, respectively.

As of December 31, 2024, our portfolio consisted of 14 debt and 14 equity investments in seven and six portfolio companies, respectively, including Strategic Ventures. Based on fair values as of December 31, 2024, our portfolio was comprised of 51.9% debt investments which were primarily senior secured, first lien term loans and 48.1% equity investments, which were primarily common and preferred stocks; warrants; and our common and preferred membership interests in Strategic Ventures. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2024, representing 16.5% and 41.8% 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 September 30, 2025:

Industry

Percent of Total Investments

Industrial Conglomerates

24

%

Metals & Mining

15

%

Commercial Services & Supplies

14

%

Hotels, Restaurants & Leisure

13

%

Investment Funds & Vehicles

13

%

Household Durables

12

%

Pharmaceuticals

9

%

Total

100

%

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

$

3,141

$

4,723

$

12,171

$

26,323

Net expenses

2,804

4,006

8,804

11,719

Net investment income

337

717

3,367

14,604

Net realized loss on investments

-

(5,000

)

(32,894

)

(5,000

)

Net change in unrealized appreciation/(depreciation) on investments

(15,019

)

(41,557

)

12,899

(89,467

)

Net realized gain on short-term investments

1,047

1,490

3,080

4,553

Net decrease in Members' Capital from operations

$

(13,635

)

$

(44,350

)

$

(13,548

)

$

(75,310

)

Total investment income

Total investment income for the three months ended September 30, 2025 and 2024 was $3.1 million and $4.7 million, respectively, and included interest income (including PIK interest income) of $3.1 million and $4.7 million, respectively. Interest income for the three months ended September 30, 2025 and 2024 included $1.1 million and $2.5 million, respectively, of PIK interest income.

Total investment income for the nine months ended September 30, 2025 and 2024 was $12.2 million and $26.3 million, respectively, and included interest income (including PIK interest income) of $9.5 million and $21.4 million, respectively. Interest income for the three months ended September 30, 2025 and 2024 included $4.0 million and $14.1 million, respectively, of PIK interest income. Total investment income for the nine months ended September 30, 2025 and 2024 also included $2.6 million and $4.8 million, respectively, of dividend income from our investment in Strategic Ventures.

Total 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 disposition of debt investments and decreased interest income which occurred due to the restructuring of debt investments into equity investments. Dividend income from Strategic Ventures also decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to decreases in net investment income at Strategic Ventures during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Net 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

Interest and credit facility expenses

$

1,182

$

1,968

$

4,324

$

5,432

Interest expense on repurchase transactions

1,176

1,617

3,354

5,051

Management fees

818

911

2,471

2,673

Professional fees

223

188

444

520

Administrative fees

109

118

330

371

Directors' fees

88

87

246

244

Other expenses

26

28

106

101

Total expenses

3,622

4,917

$

11,275

$

14,392

Expenses waived by the Adviser

(818

)

(911

)

(2,471

)

(2,673

)

Net Expenses

$

2,804

$

4,006

$

8,804

$

11,719

Our net expenses for the three months ended September 30, 2025 and 2024 were $2.8 million and $4.0 million, respectively. Our net expenses included management fees attributed to the Adviser of $0.8 million and $0.9 million for the three months ended September 30, 2025 and 2024, respectively, which were waived by the Adviser subsequent to December 31, 2022.

Our net expenses for the nine months ended September 30, 2025 and 2024 were $8.8 million and $11.7 million, respectively. Our net expenses included management fees attributed to the Adviser of $2.5 million and $2.7 million for the nine months ended September 30, 2025 and 2024, respectively, which were waived by the Adviser subsequent to December 31, 2022.

The decrease in net operating expenses 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 lower interest expense on repurchase transactions resulting from a lower average outstanding principal balance coupled with a lower weighted average interest rate. Interest and credit facility expenses also decreased during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 due to a decrease in our weighted average outstanding credit facility balance and a decrease in our weighted average interest rate.

Net investment income

Net investment income for the three months ended September 30, 2025 and 2024 was $0.3 million and $0.7 million, respectively. Net investment income for the nine months ended September 30, 2025 and 2024 was $3.4 million and $14.6 million, respectively.

The decrease in net investment income during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 was due to the decrease in total investment income, partially offset by lower net expenses during the three and nine months ended September 30, 2025 versus the three and nine months ended September 30, 2024, 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 $5 million, respectively. Our realized loss on investments for the nine months ended September 30, 2025 was $32.9 million and $5.0 million, respectively. Our net realized loss on investments for the nine months ended September 30, 2025 was attributable to the following investments (dollar amounts in thousands):

Issuer

Investment

Realized Loss

Animal Supply Company, LLC

Term Loan

$

(27,363

)

Retail & Animal Intermediate, LLC

First Out Term Loan

(2,816

)

Animal Supply Company, LLC

Delayed Draw Priming Term Loan

(2,715

)

Net realized loss

$

(32,894

)

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 for the three and nine months ended September 30, 2024 was entirely due to our disposition of the H-D Advanced Manufacturing Company 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 ($15.0) million and ($41.6) million, respectively. Our net change in unrealized appreciation/(depreciation) for the three months ended September 30, 2025 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer

Investment

Change in
Unrealized
Appreciation/
(Depreciation)

Pace Industries, Inc.

Term Loan

$

(6,274

)

Precision Products Machining Group, LLC

Class A Units

(5,192

)

SSI Parent, LLC (fka School Specialty, Inc.)

Common Stock

(2,012

)

Pace Industries, Inc.

Revolver

(1,819

)

Cedar Ultimate Parent, LLC

Class A Preferred Units

1,176

All others

Various

(898

)

Net change in unrealized appreciation/(depreciation)

$

(15,019

)

Our net change in unrealized appreciation/(depreciation) for the three months ended September 30, 2024 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer

Investment

Change in
Unrealized
Appreciation/
(Depreciation)

Precision Products Machining Group, LLC (fka H-D Advanced Manufacturing Company)

Class A Units

$

(29,886

)

SSI Parent, LLC (fka School Specialty, Inc.)

Common Stock

(6,692

)

Animal Supply Company, LLC

Term Loan

(6,627

)

TCW DLSV LLC

Preferred membership Interests

(4,903

)

RT Holdings Parent, LLC

Class A Units

(3,146

)

Pace Industries, Inc.

Revolver

824

SSI Parent, LLC (fka School Specialty, Inc.)

Class A Preferred Stock

2,661

H-D Advanced Manufacturing Company

Term Loan

5,762

*

All others

Various

450

Net change in unrealized appreciation/(depreciation)

$

(41,557

)

*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 $12.9 million and ($89.5) million, respectively. Our net change in unrealized appreciation/(depreciation) for the nine months ended September 30, 2025 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer

Investment

Change in
Unrealized
Appreciation/
(Depreciation)

Pace Industries, Inc.

Term Loan

$

(12,748

)

TCW Direct Lending Strategic Ventures LLC

Preferred membership Interests

(5,959

)

SSI Parent, LLC (fka School Specialty, Inc.)

Common Stock

(5,464

)

Pace Industries, Inc.

Revolver

(3,839

)

Cedar Ultimate Parent, LLC

Class A Preferred Units

(2,844

)

Retail & Animal Intermediate, LLC

Delayed Draw Priming Term Loan

2,816

*

RT Holdings Parent, LLC

Class A Units

5,166

Precision Products Machining Group, LLC

Class A Units

8,748

Animal Supply Company, LLC

Term Loan

26,676

*

All others

Various

347

Net change in unrealized appreciation/(depreciation)

$

12,899

*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 attributable to the following investments (dollar amounts in thousands):

Issuer

Investment

Change in
Unrealized
Appreciation/
(Depreciation)

Precision Products Machining Group, LLC (fka H-D Advanced Manufacturing Company)

Class A Units

$

(29,886

)

Pace Industries, Inc.

Term Loan

(13,616

)

SSI Parent, LLC (fka School Specialty, Inc.)

Common Stock

(13,430

)

TCW DLSV LLC

Preferred membership Interests

(11,963

)

Animal Supply Company, LLC

Term Loan

(11,931

)

Cedar Ultimate Parent, LLC

Class A Preferred Units

(4,661

)

Pace Industries, Inc.

Revolver

(4,055

)

RT Holdings Parent, LLC

Class A Units

(3,558

)

Retail & Animal Intermediate, LLC

Delayed Draw Priming Term Loan

2,242

SSI Parent, LLC (fka School Specialty, Inc.)

Class A Preferred Stock

2,661

All others

Various

(1,270

)

Net change in unrealized appreciation/(depreciation)

$

(89,467

)

Net realized gain on short-term investments

During the three months ended September 30, 2025 and 2024 we generated $1.0 million and $1.5 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 $3.1 million and $4.6 million, respectively, in realized gains from our short-term investments in government treasuries.

Net decrease in Members' Capital from operations

Our net decrease in Members' Capital from operations during the three months ended September 30, 2025 and 2024 was ($13.6) million and ($44.4) million, respectively.

Our net decrease in Members' Capital from operations during the nine months ended September 30, 2025 and 2024 was ($13.5) million and ($75.3) million, respectively.

The lower net decrease in Members' Capital from operations during the three months ended September 30, 2025 compared to the net decrease during the three months ended September 30, 2024 was primarily due to net realized and unrealized losses on our investments of $14.0 million during the three months ended September 30, 2025 compared to net realized and unrealized losses on our investments of $45.1 million during the three months ended September 30, 2024 and was partially offset by a decrease in net investment income, as described above.

The lower net decrease in Members' Capital from operations during the nine months ended September 30, 2025 compared to the net decrease during the nine months ended September 30, 2024 was primarily due to net realized and unrealized losses on our investments of $16.9 million during the nine months ended September 30, 2025 compared to net realized and unrealized losses on our investments of $89.9 million during the nine months ended September 30, 2024 and was partially offset by a decrease in net investment income, as described above.

TCW Direct Lending Strategic Ventures LLC

On June 5, 2015, the Company, together with an affiliate of Security Benefit Corporation and accounts managed by Oak Hill Advisors, L.P., entered into an Amended and Restated Limited Liability Company Agreement (the "Agreement") to become members of Strategic Ventures. Strategic Ventures focuses primarily on making senior secured floating rate loans to middle-market borrowers. The Agreement was effective June 5, 2015. The Company's capital commitment is $481.6 million, representing approximately 80% of the preferred and common equity ownership of Strategic Ventures, with the third-party investors representing the remaining capital commitments and preferred and common equity ownership. A portion of the Company's capital commitment was satisfied by the contribution of two loans to Strategic Ventures. Strategic Ventures also entered into a revolving credit facility to finance a portion of certain eligible investments on June 5, 2015. The revolving credit facility is for up to $600 million. Strategic Ventures is managed by a management committee comprised of two members, one appointed by the Company and one appointed by Oak Hill Advisors, L.P. All decisions of the management committee require unanimous approval of its members. Neither the Company, nor the Adviser will receive management fees from this entity. Although the Company owns more than 25% of the voting securities of Strategic Ventures, the Company does not believe that it has control over Strategic Ventures (other than for purposes of the 1940 Act). The Company's ability to withdraw from the fund is subject to restrictions.

On April 30, 2021, Strategic Ventures' revolving credit facility was terminated.

Financial Condition, Liquidity and Capital Resources

On March 19, 2015 we completed the final private placement of Common Units. We generate cash from (1) drawing down capital in respect of Common 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, management fees, incentive fees, and any indemnification obligations), (3) debt service of any borrowings and (4) cash distributions to the Common Unitholders.

As of September 30, 2025 and December 31, 2024, aggregate Commitments, Undrawn Commitments and subscribed for Units of the Company are as follows (dollar amounts in thousands):

September 30, 2025

December 31, 2024

Commitments

$

1,803,465

$

1,803,465

Undrawn commitments

$

199,120

$

199,120

Percentage of commitments funded

89.0

%

89.0

%

Units

18,034,649

18,034,649

Natixis Credit Agreement

We have a secured revolving credit agreement (the "Credit Agreement") with Natixis, New York Branch ("Natixis") as administrative agent and committed lender. The Credit Agreement provides for a revolving credit line of up to $750 million (the "Maximum Commitment") (the "Credit Facility"), subject to the lesser of the "Borrowing Base" assets or the Maximum Commitment (the "Available Commitment"). The Borrowing Base assets generally equal the sum of (a) a percentage of certain eligible investments in a controlled account, (b) a percentage of unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Credit Agreement is generally secured by the Borrowing Base assets.

On April 10, 2017, we entered into a Third Amended and Restated Revolving Credit Agreement. Under the April 10, 2017 Credit Agreement borrowings bear interest at a rate equal to either the (a) adjusted eurodollar rate calculated in a customary manner plus 2.35%, (b) commercial paper rate plus 2.35%, or (c) a base rate calculated in a customary manner (using the higher of the Federal Funds Rate plus 0.50%, the Prime Rate and the Floating LIBOR Rate plus 1.00%) plus 1.35%. Moreover, the Credit Agreement's stated maturity date was extended from November 10, 2017 to April 10, 2020.

On April 6, 2020, we entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Amended Credit Agreement"), with Natixis, New York Branch, as administrative agent and the lenders party thereto. The Amended Credit Agreement provides for a revolving credit line of up to $375.0 million (with an option for us to increase this amount to $450.0 million subject to consent of the lenders and satisfaction of certain other conditions), subject to the available borrowing base, which is generally the sum of (a) a percentage of certain eligible investments, (b) a percentage of remaining unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of our investors, portfolio investments and substantially all other assets of the Company. The stated maturity date of the Amended Credit Agreement was April 9, 2021, which date (subject to the satisfaction of certain conditions) could have been extended by the Company for up to an additional 364 days. Borrowings under the Amended Credit Agreement bore interest at a rate equal to either (a) adjusted eurodollar rate calculated in a customary manner plus 2.50%, (b) commercial paper rate plus 2.50%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted eurodollar rate plus 1.00%) plus 1.50%, provided however in each case the commercial paper rate and the eurocurrency rate shall have a floor of 1.00%.

On May 27, 2020, we entered into a Lender Group Joinder Agreement pursuant to which Zions Bancorporation, N.A. d/b/a California Bank & Trust was added as a committed lender (with a commitment of $25.0 million) under the Amended Credit Agreement. Concurrently therewith, we elected to increase the size of our revolving credit line under the Credit Agreement to $400.0 million. On December 29, 2020, we elected to permanently decrease the size of our revolving credit line under the Credit Agreement to $177.0 million.

On April 6, 2021, we entered into a Third Amendment to the Amended Credit Agreement (the "Third Amended Credit Agreement"). The Third Amended Credit Agreement provides for a revolving credit line of up to $177.0 million subject to the available borrowing base, which is generally a percentage of remaining unfunded commitments from certain eligible investors in the Company. The Third Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of the Company's investors. The stated maturity date of the Third Amended Credit Agreement is April 8, 2022, which (subject to the satisfaction of certain conditions) may be extended by us for up to an additional 364 days. On March 23, 2022, we exercised our final extension option, and extended the maturity date of the Third Amended Credit Agreement to April 7, 2023. Borrowings under the Third Amended Credit Agreement bear interest at a rate equal to either (a) Eurocurrency Rate calculated in a customary manner plus 1.95%, (b) commercial paper rate ("CP Rate") plus 1.95%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted Eurocurrency Rate plus 1.00%) plus 0.95%, provided however in each case the CP Rate and the Eurocurrency Rate shall have a floor of 0.00%. The 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 September 30, 2025, we were in compliance with such covenants.

On January 10, 2023, we entered into a Fourth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fourth Amended Credit Agreement"). The Fourth Amended Credit Agreement replaced the Eurocurrency Rate with a Daily Simple SOFR Rate, Term SOFR Rate and Adjusted Term SOFR Rate (each as defined in the Fourth Amended Credit Agreement) for purposes of calculating interest on the loan. Each Term SOFR Loan bears 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 bears 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 1.95%.

On April 7, 2023, we entered into the Fifth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fifth Amended Credit Agreement"). The Fifth Amended Credit Agreement 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. It also updated the Applicable Margin from 0.95% to 1.15% for Base Rate Loans and from 1.95% to 2.15% for all other loan types. The revolving credit line was also reduced from $177.0 million to $152.0 million and lastly, the maturity date of the loan was extended 364 days to April 5, 2024.

On April 5, 2024, we entered into the Sixth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Sixth Amended Credit Agreement"). The Sixth Amended Credit Agreement 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. The maturity date of the loan was also extended 364 days to April 4, 2025.

On March 24, 2025, the maturity date of the Credit Agreement was extended to July 3, 2025.

On July 3, 2025, we entered into the Seventh Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Seventh Amended Credit Agreement"). The Seventh Amended Credit Agreement extended the maturity date of the loan until January 2, 2026. Additionally, the Applicable Margin was updated from 1.50% to 1.00% for Base Rate Loans and 2.50% to 2.00% for all other loan types.

As of September 30, 2025 and December 31, 2024, the Available Commitment under the Credit Facility was $100.5 million and $59.4 million, respectively.

As of September 30, 2025 and December 31, 2024 the amounts outstanding under the Credit Facility were $51.6 million and $92.7 million, respectively. The carrying amount of the Credit Facility, which is categorized as Level 2 within the fair value hierarchy as of September 30, 2025 and December 31, 2024, approximates its fair value. Valuation techniques and significant inputs used to determine fair value include Company details, credit, market and liquidity risk and events, financial health of the Company, place in the capital structure, interest rate and terms and conditions of the Credit Facility.

Costs associated with the Credit Facility are recorded as deferred financing costs on our Consolidated Statements of Assets and Liabilities and the costs are being amortized over the life of the Credit Facility. We incurred financing costs of $0.2 million in connection with the Seventh Amended Credit Agreement. As of September 30, 2025 and December 31, 2024, $0.1 million and $0.2 million, respectively, of such prepaid deferred financing costs had yet to be amortized.

The summary information regarding the Credit Facility 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 facility interest expense

$

875

$

1,692

$

3,464

$

4,721

Undrawn commitment fees

123

68

330

223

Administrative fees

32

17

65

33

Amortization of deferred financing costs

152

191

465

455

Total

$

1,182

$

1,968

$

4,324

$

5,432

Weighted average interest rate

6.37

%

7.83

%

6.74

%

7.75

%

Average outstanding balance

$

53,768

$

84,592

$

67,818

$

80,053

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

In accordance with ASC 860, Transfers and Servicing, 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 during the nine months ended September 30, 2025 and 2024, had average principal balances of $392.0 million and $467.3 million, respectively and weighted average interest rates of 4.54% and 5.57%, respectively.

The net proceeds received from Repurchase Transactions during the nine months ended September 30, 2025 and 2024 was a net loss of $0.3 million (comprised of interest expense of $3.4 million net of realized gains on short-term investments of $3.1 million) and $0.5 million (comprised of interest expense of $5.1 million net of realized gains on short-term investments of $4.6 million), respectively.

We had no outstanding Repurchase Obligations as of September 30, 2025 and 2024. Interest expense incurred under these Repurchase Transactions was $1.2 million and $1.6 million for the three months ended September 30, 2025 and 2024, respectively. Interest expense incurred under these Repurchase Transactions was $3.4 million and $5.1 million for the nine months ended September 30, 2025 and 2024, respectively.

A summary of our contractual payment obligations as of September 30, 2025 and December 31, 2024 is as follows (dollar amounts in thousands):

Revolving Credit Agreement

Total Facility
Commitment

Borrowings
Outstanding

Available
Amount
(1)

Total Debt Obligations - September 30, 2025

$

152,000

$

51,550

$

100,450

Total Debt Obligations - December 31, 2024

$

152,000

$

59,350

$

59,350

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

We had the following unfunded commitments and unrealized losses by investment as of September 30, 2025 and December 31, 2024 (dollar amounts in thousands):

September 30, 2025

December 31, 2024

Unfunded Commitments

Maturity/
Expiration

Amount

Unrealized
Depreciation

Amount

Unrealized
Depreciation

Overton Chicago Gear, LLC (fka H-D Advanced Manufacturing Company)

January 2028

$

16,816

$

-

$

7,268

$

-

Pace Industries, Inc.

October 2026

-

-

2,336

1,007

Ruby Tuesday Operations LLC (fka Ruby Tuesday, Inc.)

February 2027

4,921

-

4,921

-

Total

$

21,737

$

-

$

14,525

$

1,007

The Company's total capital commitment to its underlying investment in Strategic Ventures is $481,600. As of September 30, 2025 and December 31, 2024, the Company's unfunded commitment to Strategic Ventures was $219,646.

In accordance with our Second Amended and Restated Limited Liability Company Agreement, we were originally permitted to make follow-on investments up to an aggregate maximum of 10% of Capital Commitments (as defined in our Second Amended and Restated Limited Liability Company Agreement), provided that any such follow-on investment to be made after September 19, 2020, the third anniversary of the expiration of our commitment period, required the prior consent of a majority in interest of our Common Unitholders.

In October 2022, our Members approved a proposal to allow us to make pre-identified follow-on investments in specific portfolio companies as well as their holding companies, subsidiaries, successors or other affiliates, up to an aggregate maximum of 10% of Capital Commitments.

In September 2024, our Members approved a proposal to allow us to make follow-on investments in existing portfolio companies up to an aggregate amount not to exceed $226.3 million (which is approximately 11.2% of the original Commitments of all Common Unitholders as of the Final Closing Date); provided, however, that any such follow-on investment to be made after the third anniversary of the expiration of the Commitment Period shall require the prior consent of a majority in interest of the Common Unitholders. Such approval is valid throughout the remaining Company term.

TCW Direct Lending LLC published this content on November 13, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 13, 2025 at 19:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]