TCW Direct Lending VIII LLC
04/07/2026 | Press release | Distributed by Public on 04/07/2026 14:06
Exchange Offer and Related Transfer of Assets and Liabilities to TCW Specialty Lending LLC (Form 8-K)
Exchange Offer and Related Transfer of Assets and Liabilities to TCW Specialty Lending LLC
On January 14, 2026, as amended on February 20, 2026 and March 8, 2026, TCW Direct Lending Fund VIII LLC (the "Company") filed a tender offer statement on Schedule TO and a related offer to exchange, subscription agreement and letter of transmittal with the Securities and Exchange Commission (the "SEC") relating to an offer to exchange (the "Exchange Offer") outstanding Company limited liability units ("Units") for an equivalent number of limited liability company units of TCW Specialty Lending LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (the "Perpetual Fund"). The Perpetual Fund operates as a closed-end, non-diversified management investment company regulated as a business development corporation (a "BDC") under the 1940 Act. The Exchange Offer was completed on April 1, 2026.
We conducted the Exchange Offer in order to provide Company unitholders ("Unitholders") with the option to either (i) continue to hold Units for the duration of our remaining term with no material change to the existing economics of the Unitholder's investment or (ii) exchange all, or a portion, of their Units for an equivalent number of Perpetual Fund units. The Perpetual Fund is a perpetual-life BDC, allowing unitholders to remain invested in a direct lending vehicle over an indefinite investment horizon. The Exchange Offer provided Unitholders with the optionality that was negotiated for and that was disclosed at the time of their investment in the Company. The Exchange Offer resulted in the transfer to Perpetual Fund of the assets, liabilities and related interests attributable to the exchanged Units, with the remaining assets and liabilities continuing to be held by the Company.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information (the "pro forma financial information") presents the consolidated financial statements of TCW Direct Lending VIII LLC after giving effect to the consummation of the Exchange Offer and the related transfer of a portion of the Company's assets and liabilities to Perpetual Fund as if the Exchange Offer and transfer of assets had occurred on January 1, 2025.
The pro forma financial information should be read in conjunction with the accompanying notes to the pro forma financial information. In addition, the pro forma financial information is based on, and should be read in conjunction with, the audited consolidated financial statements of the Company and the accompanying notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 26, 2026.
The pro forma financial information, which was prepared in accordance with Article 11 of Regulation S-X, has been presented for informational purposes only and is not necessarily indicative of what the Company's financial position or results of operations would have been had the Exchange Offer been completed as of the date indicated above. In addition, the pro forma financial information does not purport to project the future financial position or results of operations of the Company.
Pro forma adjustments to historical financial information are subject to assumptions described in the accompanying notes. Management believes that these assumptions and adjustments are reasonable and appropriate under the circumstances and are factually supported based on information currently available.
TCW DIRECT LENDING VIII LLC
Unaudited Pro Forma Statement of Assets and Liabilities
(Dollar amounts in thousands, except unit data)
As of December 31, 2025
| As of | As of | |||||||||||
| December 31, | December 31, | |||||||||||
|
2025 Historical |
Pro Forma Adjustments(a) |
2025 Pro Forma |
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|
Assets |
||||||||||||
|
Investments, at fair value |
||||||||||||
|
Non-controlled/non-affiliated investments |
$ | 1,209,788 | $ | (362,936 | ) | $ | 846,852 | |||||
|
Cash and cash equivalents |
52,311 | (15,693 | ) | 36,618 | ||||||||
|
Interest income receivable |
4,870 | (1,461 | ) | 3,409 | ||||||||
|
Receivable for investment sold |
155 | (47 | ) | 109 | ||||||||
|
Due from adviser |
106 | (32 | ) | 74 | ||||||||
|
Deferred financing costs |
595 | (179 | ) | 417 | ||||||||
|
Prepaid and other assets |
75 | (23 | ) | 53 | ||||||||
|
Total Assets |
$ | 1,267,900 | $ | (380,370 | ) | $ | 887,530 | |||||
|
Liabilities |
||||||||||||
|
Term loan |
$ | 324,437 | $ | (97,331 | ) | $ | 227,106 | |||||
|
Revolving credit facilities payable |
76,700 | (23,010 | ) | 53,690 | ||||||||
|
Incentive fee payable |
37,358 | (11,207 | ) | 26,151 | ||||||||
|
Interest and credit facility expense payable |
4,289 | (1,287 | ) | 3,002 | ||||||||
|
Management fees payable |
3,859 | (1,158 | ) | 2,701 | ||||||||
|
Unrealized depreciation on unfunded commitments |
1,006 | (302 | ) | 704 | ||||||||
|
Other accrued expenses and other liabilities |
1,151 | (345 | ) | 806 | ||||||||
|
Total Liabilities |
448,800 | (134,640 | ) | 314,160 | ||||||||
|
Commitments and Contingencies |
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|
Members' Capital |
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|
Common Unitholders' commitment |
1,274,566 | (382,370 | ) | 1,274,566 | ||||||||
|
Common Unitholders' undrawn commitment |
(384,504 | ) | 115,351 | (623,504 | ) | |||||||
|
Common Unitholders' return of capital |
(9,729 | ) | 2,919 | (5,941 | ) | |||||||
|
Common Unitholders' offering costs |
(347 | ) | 104 | (347 | ) | |||||||
|
Common Unitholders' capital |
879,986 | (263,996 | ) | 644,774 | ||||||||
|
Accumulated overdistributed earnings |
(60,886 | ) | 18,266 | (33,545 | ) | |||||||
|
Total Members' Capital |
819,100 | (245,730 | ) | 611,229 | ||||||||
|
Total Liabilities and Members' Capital |
$ | 1,267,900 | $ | (380,370 | ) | $ | 1,042,765 | |||||
|
Net Asset Value Per Unit (accrual base) |
$ | 94.43 | $ | 94.43 | ||||||||
TCW DIRECT LENDING VIII LLC
Pro Forma Statement of Operations
(Dollar amounts in thousands, except unit data)
December 31, 2025
|
For the year
ended |
For the year
ended |
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|
2025 Historical |
Pro Forma Adjustments(a) |
2025 Pro Forma |
||||||||||
|
Investment Income |
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|
Non-controlled/non-affiliated investments: |
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|
Interest income |
$ | 156,295 | $ | (109,407 | ) | $ | 46,889 | |||||
|
Interest income paid-in-kind |
13,024 | (9,117 | ) | 3,907 | ||||||||
|
Other fee income |
321 | (225 | ) | 96 | ||||||||
|
Total investment income |
169,640 | (118,748 | ) | 50,892 | ||||||||
|
Expenses |
||||||||||||
|
Interest and credit facilities expenses |
36,281 | (25,397 | ) | 10,884 | ||||||||
|
Incentive fees (Note 4) |
15,683 | (10,978 | ) | 4,705 | ||||||||
|
Management fees (Note 4) |
15,106 | (10,574 | ) | 4,532 | ||||||||
|
Administrative fees |
1,079 | (755 | ) | 324 | ||||||||
|
Professional fees |
728 | (510 | ) | 218 | ||||||||
|
Directors' fees |
251 | (176 | ) | 75 | ||||||||
|
Organizational costs |
- | - | - | |||||||||
|
Interest expense on repurchase transactions |
- | - | - | |||||||||
|
Other expenses |
489 | (342 | ) | 147 | ||||||||
|
Total expenses before expenses reimbursed |
69,617 | (48,732 | ) | 20,885 | ||||||||
|
Expenses reimbursed by Adviser |
(106 | ) | 74 | (32 | ) | |||||||
|
Total expenses |
69,511 | (48,658 | ) | 20,853 | ||||||||
|
Net investment income |
100,129 | (70,090 | ) | 30,039 | ||||||||
|
Net realized and unrealized gain (loss) on investments |
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|
Net realized gain: |
||||||||||||
|
Non-controlled/non-affiliated investments |
449 | (314 | ) | 135 | ||||||||
|
Net change in unrealized appreciation/(depreciation): |
||||||||||||
|
Non-controlled/non-affiliated investments |
(11,707 | ) | 8,195 | (3,512 | ) | |||||||
|
Net realized and unrealized (loss) gain on investments |
(11,258 | ) | 7,881 | (3,377 | ) | |||||||
|
Net increase in Members' Capital from operations |
$ | 88,871 | $ | (62,210 | ) | $ | 26,661 | |||||
|
Basic and diluted: |
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|
Income per unit |
$ | 6.97 | $ | 6.97 | ||||||||
|
Units outstanding |
12,745,660 | (8,921,962 | ) | 3,823,698 | ||||||||
TCW DIRECT LENDING VIII LLC
Notes to Unaudited Pro Forma Financial
Information (Dollar amounts in thousands,
except unit data) December 31, 2025
1. Basis of Pro Forma Presentation
The accompanying unaudited pro forma financial information for the Company was prepared in accordance with Article 11 of Regulation S-X and are based on the consolidated financial statements of the Company. The consolidated financial information has been adjusted in the accompanying pro forma financial information to give effect to pro forma events that are (i) directly attributable to the Exchange Offer, (ii) factually supportable, and (iii) with respect to the pro forma statements of income, expected to have a continuing impact on the consolidated results of the Company.
The pro forma financial information includes unaudited pro forma financial information that gives effect to the Exchange Offer as if it had been consummated on January 1, 2025, which has been voluntarily furnished in this filing. The Company's financial statements will reflect the consummation of the Exchange Offer and the related transfer of assets and liabilities beginning on April 1, 2026.
This presentation represents management's best estimate of the Company's unaudited pro forma financial information. Actual results could differ from these estimates.
2. Adjustments to the Pro Forma Balance Sheet and Income Statement
(a) Reflects the transfer to Perpetual Fund of approximately 70% of the Company's assets, liabilities and related results of operations, corresponding to the exchanged Units.
TCW Direct Lending VIII LLC published this content on April 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 07, 2026 at 20:06 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]