UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2020~~2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 814-01246

TCW DIRECT LENDING VII LLC

(Exact Name of Registrant as Specified in Its Charter)


Delaware		82-2252672
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

200 Clarendon Street, Boston, MA		02116
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 936-2275

Not applicable

Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.

Securities registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

None	Not applicable	Not applicable

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	~~Accelerated filer~~	Accelerated filer	☐

Non-Accelerated filer	☒		Smaller reporting company	☐

Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒

As of September 30, ~~2020,~~2021, there was no established public market for the Registrant’s common units. The number of the Registrant’s common units outstanding at November ~~9, 2020~~8, 2021 was 13,734,010.

TCW DIRECT LENDING VII LLC

FORM 10-Q FOR THE QUARTER ENDED September 30, ~~2020~~2021

Table of Contents


	INDEX	PAGE NO.
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Schedule of Investments as of September 30, ~~2020~~2021 (unaudited) and December 31, ~~2019~~2020		2
	Consolidated Statements of Assets and Liabilities as of September 30, ~~2020~~2021 (unaudited) and December 31, ~~2019~~2020		14
	Consolidated Statements of Operations for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 (unaudited)		15
	Consolidated Statements of Changes in Members’ Capital for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 (unaudited)		16
	Consolidated Statement of Cash Flows for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 (unaudited)		1817
	Notes to Consolidated Financial Statements (unaudited)		1918
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3837
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		52
Item 4.	Controls and Procedures		52
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		53
Item 1A.	Risk Factors		53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		5453
Item 3.	Defaults Upon Senior Securities		5453
Item 4.	Mine Safety Disclosures		5453
Item 5.	Other Information		5453
Item 6.	Exhibits		5554
SIGNATURES			5655

~~TCW DIRECT LENDING VII LLC~~

TCW Direct Lending VII LLC

Consolidated Schedule of Investments (Unaudited)

As of September 30, ~~2020~~2021


Industry	Issuer	Acquisition Date	Investment	% of Net Assets		Par Amount		Maturity Date	Amortized Cost		Fair Value			Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date		Amortized Cost		Fair Value
	Non-Controlled/Non-Affiliated Investments Debt(1)													DEBT ⁽¹⁾

Aerospace & Defense
	Cassavant Holdings, LLC	01/02/20	Revolver - 8.00% (LIBOR + 6.50%, 1.50% Floor)		0.2%	$	1,567,896	01/02/25	$	1,567,896	$	1,523,995
	Cassavant Holdings, LLC	01/02/20	Term Loan - 8.00% (LIBOR + 6.50%, 1.50% Floor)		1.8%		14,150,260	01/02/25		13,947,260		13,754,053

					2.0%		15,718,156			15,515,156		15,278,048
														Columbia Helicopters Inc.	08/20/19	Last Out Term Loan - 9.00% (LIBOR + 7.50%, 1.50% Floor)		2.9	%	$	30,088,398		08/20/24	$	29,734,456	$	29,245,923
	Columbia Helicopters, Inc.	08/20/19	Term Loan - 9.00% (LIBOR + 7.50%, 1.50% Floor)		5.5%		41,260,029	08/20/24		40,606,592		41,672,630		Heligear Acquisition Co.	07/30/19	Term Loan - 8.50% (LIBOR + 7.00%, 1.50% Floor)		5.5	%		54,770,759		07/30/24		54,138,247		55,318,467
	DynCorp International Inc.	08/16/19	2019 Term Loan B - 7.00% (LIBOR + 6.00%, 1.00% Floor)		3.8%		28,870,500	08/16/25		28,157,391		28,870,500		Karman Holdings LLC	12/21/20	Revolver - 7.75% (LIBOR + 6.75%, 1.00% Floor)		0.2	%		2,294,202		12/21/25		2,294,202		2,275,849
	Heligear Acquisition Co.	07/30/19	Term Loan - 8.50% (LIBOR + 7.00%, 1.50% Floor)		7.8%		58,630,500	07/30/24		57,714,173		58,865,022		Karman Holdings LLC	12/21/20	Term Loan - 7.75% (LIBOR + 6.75%, 1.00% Floor)		6.3	%		64,321,632		12/21/25		63,116,747		63,807,059
	Navistar Defense, LLC	12/31/18	Term Loan B - 7.75% (LIBOR + 6.25%, 1.50% Floor)		2.3%		17,195,919	12/31/23		16,878,404		17,367,878		Navistar Defense, LLC	12/31/18	Term Loan - 7.75% (LIBOR + 6.25%, 1.50% Floor)		1.5	%		17,192,190		12/31/23		16,974,793		15,215,088
	Sparton Corporation	03/04/19	First Lien Term Loan - 8.75% (LIBOR + 7.25%, 1.50% Floor)		2.4%		18,168,689	03/04/24		17,871,345		18,441,219
																		16.4	%						166,258,445		165,862,386
					23.8%		179,843,793			176,743,061		180,495,297

Air Freight & Logistics
	Need It Now Delivers, LLC	12/23/19	Delayed Draw Term Loan - 10.25% (LIBOR + 8.50%, 1.75% Floor)		0.2%		1,498,431	12/23/24		1,495,101		1,436,995		Need It Now Delivers, LLC	12/23/19	Last Out Delayed Draw Term Loan - 10.25% (LIBOR + 8.50%, 1.75% Floor)		0.1	%		1,422,039		12/23/24		1,422,039		1,422,039
	Need It Now Delivers, LLC	12/23/19	Last Out Term Loan - 10.25% (LIBOR + 8.50% , 1.75% Floor)		1.8%		14,246,031	12/23/24		13,953,272		13,651,950		Need It Now Delivers, LLC	12/23/19	Last Out Term Loan - 10.25% (LIBOR + 8.50%, 1.75% Floor)		1.3	%		13,515,465		12/23/24		13,301,058		13,515,465

					2.0%		15,744,462			15,448,373		15,088,945						1.4	%						14,723,097		14,937,504


Auto Components
	Shipston Group U.S. Inc.	05/18/20	Term Loan C - 9.00% inc. PIK (LIBOR + 7.75%, 1.25% Floor, 2.00% PIK)		0.2%		1,737,576	09/28/23		1,737,576		1,636,797		Shipston Group U.S. Inc.	05/18/20	Last Out Term Loan - 9.00% inc PIK (LIBOR + 7.75%, 1.25% Floor, 2.00% PIK)		0.2	%		1,773,139		09/28/23		1,773,139		1,698,667
	Shipston Group U.S. Inc.	09/28/18	Term Loan - 9.00% inc. PIK (LIBOR + 7.75%, 1.25% Floor, 2.00% PIK)		3.3%		26,200,241	09/28/23		25,949,140		24,680,627		Shipston Group U.S. Inc.	09/28/18	Last Out Term Loan - 9.00% inc PIK (LIBOR + 7.75%, 1.25% Floor, 2.00% PIK)		2.5	%		26,480,069		09/28/23		26,315,229		25,367,906

					3.5%		27,937,817			27,686,716		26,317,424						2.7	%						28,088,368		27,066,573


Beverages
														Westrock Coffee Company, LLC	02/28/20	Term Loan - 10.50% inc PIK (LIBOR + 9.00%, 1.50% Floor, 0.75% PIK)		6.4	%		64,942,791		02/28/25		64,175,045		64,553,135

																		6.4	%						64,175,045		64,553,135


Capital Goods
	Caiman Merger Sub LLC	11/01/19	Term Loan - 6.75% (LIBOR + 5.75%, 1.00% Floor)		1.9%		14,072,473	11/01/25		13,943,347		14,213,197		Carolina Atlantic Roofing Suppy LLC	05/28/21	Term Loan - 8.25% (LIBOR + 7.25%, 1.00% Floor)		4.6	%		46,044,600		05/28/26		45,187,253		46,366,912
	Westrock Coffee Company, LLC	02/28/20	Term Loan - 9.75% inc. PIK (LIBOR + 8.25%, 1.50% Floor, 1.00% PIK)		8.7%		65,528,939	02/28/25		64,518,520		66,184,229
																		4.6	%						45,187,253		46,366,912
					10.6%		79,601,412			78,461,867		80,397,426

Chemicals
	AGY Holdings Corp.	09/21/20	Opco Term Loan - 11.50% inc. PIK (LIBOR + 10.00%, 1.50% Floor, 6.00% PIK)		0.2%		1,293,146	09/21/25		1,293,146		1,293,146		AGY Holdings Corp. ⁽²⁾	09/21/20	Delayed Draw Term Loan - 11.50% inc PIK (LIBOR + 10.00%, 1.50% Floor, 6.00% PIK)		1.5	%		15,001,581		09/21/25		15,001,581		15,001,581
	AGY Holdings Corp.	09/21/20	PIK Holdco Term Loan -11.50% inc. PIK (LIBOR + 10.00%, 1.50% Floor, 6.00% PIK)		3.1%		23,292,127	09/21/25		23,292,127		23,292,127		AGY Holdings Corp. ⁽²⁾	09/21/20	Term Loan - 11.50% inc PIK (LIBOR + 10.00%, 1.50% Floor, 6.00% PIK)		2.4	%		24,749,237		09/21/25		24,749,237		24,749,237

					3.3%		24,585,273			24,585,273		24,585,273						3.9	%						39,750,818		39,750,818

	GEON Performance Solutions, LLC	10/25/19	Term Loan - 7.88% (LIBOR + 6.25%, 1.63% Floor)		2.6%		20,214,658	10/25/24		20,143,641		20,194,444
Commercial & Professional Services													Commercial & Professional Services
	Verdesian Life Sciences, LLC	07/22/19	2019 Term Loan - 9.50% (LIBOR + 7.75%, 1.75% Floor)		6.7%		51,032,898	06/27/24		50,252,782		51,134,963		Rapid Displays, Inc.	04/16/21	Term Loan - 7.63% (LIBOR + 6.63%, 1.00% Floor)		1.4	%		14,124,600		04/13/26		13,962,310		13,842,108

					12.6%		95,832,829			94,981,696		95,914,680						1.4	%						13,962,310		13,842,108


Commercial Services & Supplies													Commercial Services & Supplies
														Clover Imaging Group, LLC	12/16/19	Term Loan - 9.00% (LIBOR + 7.50%, 1.50% Floor)		0.8	%		8,474,934		12/16/24		8,365,724		8,441,034
														Retail Services WIS Corporation	05/20/21	Delayed Draw Term Loan - 8.75% (LIBOR + 7.75%, 1.00% Floor)		0.5	%		5,363,077		05/20/25		5,363,077		5,523,970
														Retail Services WIS Corporation	05/20/21	Term Loan - 8.75% (LIBOR + 7.75%, 1.00% Floor)		5.4	%		53,562,055		05/20/25		52,030,421		55,168,916

																		6.7	%						65,759,222		69,133,920

TCW ~~DIRECT LENDING~~Direct Lending VII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of September 30, ~~2020~~2021


Industry	Issuer	Acquisition Date		Investment	% of Net Assets	Par Amount		Maturity Date	Amortized Cost		Fair Value			Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date		Amortized Cost		Fair Value
Commercial Services & Supplies
	Clover Imaging Group, LLC		12/16/19	Term Loan - 9.00% (LIBOR + 7.50%, 1.50% Floor)	1.5%	$	11,229,500	12/16/24	$	11,039,728	$	11,173,353
	Production Resource Group, LLC		08/01/20	Bridge Delayed Draw Term Loan - 8.50% (LIBOR + 7.50%, 1.00% Floor)	0.1%		805,962	08/21/24		805,962		805,962
	Production Resource Group, LLC(2)		08/21/18	Term Loan - 8.00% (LIBOR + 7.00%, 1.00% Floor)	1.6%		29,989,286	08/21/24		29,397,710		12,205,639

					1.7%		30,795,248			30,203,672		13,011,601
					3.2%		42,024,748			41,243,400		24,184,954		Debt (continued)

Construction & Engineering													Construction & Engineering
	UniTek Acquisition, Inc.		09/16/20	Term Loan A - 6.50% (LIBOR + 5.50%, 1.00% Floor)	0.3%		2,292,644	08/20/23		2,283,602		1,882,261
	UniTek Acquisition, Inc.		09/16/20	Delayed Draw Term Loan - 6.50% (LIBOR + 5.50%, 1.00% Floor)	0.0%		458,529	08/20/23		456,705		345,731
														UniTek Acquisition, Inc.	09/16/20	Delayed Draw Term Loan A - 7.50% inc PIK (LIBOR + 6.50%, 1.00% Floor, 2.00% PIK)		0.1	%	$	1,551,242		08/20/23	$	927,568	$	1,399,220
					0.3%		2,751,173			2,740,307		2,227,992		UniTek Acquisition, Inc.	08/20/18	Delayed Draw Term Loan B - 8.50% inc PIK (LIBOR + 7.50%, 1.00% Floor, 2.00% PIK)		0.3	%		3,421,640		08/20/24		3,421,640		2,915,237
														UniTek Acquisition, Inc.	11/10/20	Revolver - 7.75% (Prime + 4.50%, 1.00% Floor)		0.1	%		1,501,481		08/20/23		1,501,481		1,354,336
	UniTek Acquisition, Inc.		08/20/18	Delayed Draw Term Loan B - 7.50% inc. PIK (LIBOR + 6.50%, 1.00% Floor, 1.00% PIK)	0.4%		3,648,021	08/20/24		3,648,021		2,750,607		UniTek Acquisition, Inc.	09/16/20	Term Loan A - 7.50% inc PIK (LIBOR + 6.50%, 1.00% Floor, 2.00% PIK)		0.7	%		7,756,208		08/20/23		4,634,278		6,996,100
	UniTek Acquisition, Inc.		08/20/18	Term Loan B - 7.50% inc. PIK (LIBOR + 6.50%, 1.00% Floor, 1.00% PIK)	1.8%		18,241,133	08/20/24		17,952,863		13,753,814		UniTek Acquisition, Inc.	08/20/18	Term Loan B - 8.50% inc PIK (LIBOR + 7.50%, 1.00% Floor, 2.00% PIK)		1.4	%		17,109,164		08/20/24		16,913,071		14,577,008

					2.2%		21,889,154			21,600,884		16,504,421						2.6	%						27,398,038		27,241,901
					2.5%		24,640,327			24,341,191		18,732,413

Construction Materials
	United Poly Systems Holding, Inc.		07/24/19	Revolver - 10.00% inc. PIK (LIBOR + 8.50%, 1.50% Floor, 2.00% PIK)	0.3%		2,614,400	06/07/24		2,614,400		2,352,960		United Poly Systems Holding, Inc.	12/28/20	Mezzanine Loan - 13.00% inc PIK (13.00% Fixed Coupon, all PIK)		0.7	%		7,786,373		12/31/25		7,786,373		7,210,181
	United Poly Systems Holding, Inc.		07/24/19	Term Loan - 10.00% inc. PIK (LIBOR + 8.50%, 1.50% Floor, 2.00% PIK)	3.5%		29,205,288	06/07/24		28,631,363		26,284,759
																		0.7	%						7,786,373		7,210,181
					3.8%		31,819,688			31,245,763		28,637,719

Electronic Equipment, Instruments & Components
Consumer Durables & Apparel													Consumer Durables & Apparel
														Rocky Brands, Inc. ⁽³⁾	03/15/21	Term Loan - 7.50% (LIBOR + 6.50%, 1.00% Floor)		4.9	%		49,199,810		03/15/26		48,323,590		50,183,806
														Twin Star International, Inc.	06/18/21	Term Loan - 8.25% (LIBOR + 7.25%, 1.00% Floor)		4.1	%		41,775,300		06/18/26		41,283,418		41,357,547

																		9.0	%						89,607,008		91,541,353


Consumer Services
														Grand Circle Corporation	02/26/21	Term Loan - 11.75% (LIBOR + 10.50%, 1.25% Floor)		4.0	%		40,363,826		02/26/26		39,652,486		40,363,826
	SMTC Corporation(3)		11/08/18	Term Loan A - 10.50% (LIBOR + 8.75%, 1.75% Floor)	3.0%		22,902,815	11/08/23		22,169,120		22,857,010
																		4.0	%						39,652,486		40,363,826
					3.0%		22,902,815			22,169,120		22,857,010

Energy Equipment & Services													Energy Equipment & Services
	Profrac Services, LLC		09/07/18	Term Loan B - 8.75% (LIBOR + 7.50%, 1.25% Floor)	4.9%		39,641,876	09/07/23		37,862,911		37,303,005		Profrac Services, LLC	09/07/18	Term Loan - 9.75% (LIBOR + 8.50%, 1.25% Floor)		4.9	%		51,155,454		09/07/23		49,955,516		49,978,878
	PSS Industrial Group Corp.		04/12/19	Term Loan - 7.50% (LIBOR + 6.00%, 1.50% Floor)	1.7%		17,752,188	04/10/25		17,417,409		12,817,080		WDE TorcSill Holdings LLC	10/22/19	Revolver - 12.00% inc PIK (LIBOR + 10.50%, 1.50% Floor, 3.75% PIK)		0.5	%		5,596,444		10/22/24		5,596,444		5,361,393
	WDE TorcSill Holdings LLC		10/22/19	Revolver - 8.25% (LIBOR + 6.75%, 1.50% Floor)	0.4%		3,042,647	10/22/24		3,042,647		3,003,093		WDE TorcSill Holdings LLC	10/22/19	Term Loan - 12.00% inc PIK (LIBOR + 10.50%, 1.50% Floor, 3.75% PIK)		2.4	%		25,830,778		10/22/24		25,437,448		24,745,885
	WDE TorcSill Holdings LLC		10/22/19	Term Loan - 8.25% (LIBOR + 6.75%, 1.50% Floor)	3.7%		28,509,603	10/22/24		27,916,181		28,138,978
																		7.8	%						80,989,408		80,086,156
					4.1%		31,552,250			30,958,828		31,142,071

Food Products
														Hometown Food Company	08/31/18	Revolver - 6.25% (LIBOR + 5.00%, 1.25% Floor)		0.1	%		784,157		08/31/23		784,157		784,157
														Hometown Food Company	08/31/18	Term Loan - 6.25% (LIBOR + 5.00%, 1.25% Floor)		2.6	%		25,994,800		08/31/23		25,768,900		25,994,800

																		2.7	%						26,553,057		26,778,957


Health Care Technology
														American Academy Holdings, LLC	08/14/19	Term Loan - 10.00% inc PIK (LIBOR + 9.00%, 1.00% Floor, 3.75% PIK)		3.1	%		30,724,827		01/01/25		30,298,854		31,308,598
														PatientPoint Health Technologies, LLC	03/30/21	Term Loan - 8.00% (LIBOR + 7.00%, 1.00% Floor)		1.7	%		16,716,000		03/07/25		16,315,450		16,883,160

																		4.8	%						46,614,304		48,191,758


Hotels, Restaurants & Leisure													Hotels, Restaurants & Leisure
														FM Restaurants Holdco, LLC	11/25/19	Term Loan - 9.75% (LIBOR + 8.00%, 1.75% Floor)		2.1	%		21,179,418		11/22/23		20,896,301		21,179,418
														KBP Brands, LLC	05/26/21	Term Loan - 5.75% (LIBOR + 5.00%, 0.75% Floor)		1.0	%		9,985,255		05/26/27		9,679,693		9,895,387
														Red Lobster Management, LLC	01/22/21	Term Loan - 8.50% (LIBOR + 7.50%, 1.00% Floor)		5.4	%		55,179,013		01/22/26		54,227,734		55,234,192

																		8.5	%						84,803,728		86,308,997

TCW ~~DIRECT LENDING~~Direct Lending VII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of September 30, ~~2020~~2021

Industry

Issuer
Acquisition
Date
Investment

% of Net
Assets
Par
Amount
Maturity
Date
Amortized
Cost Fair Value
Energy Equipment & Services (Continued)
Wellbore Integrity Solutions 12/31/19 First Out Term Loan - 8.50%
(LIBOR + 7.00%, 1.50% Floor) 1.2% $ 9,133,234 12/31/24 $ 9,055,648 $ 8,877,503

11.9% 98,079,548 95,294,796 90,139,659

Food Products

Hometown Food Company 08/31/18 Revolver - 6.25%
(LIBOR + 5.00%, 1.25% Floor) 0.2% 1,568,314 08/31/23 1,568,314 1,568,314
Hometown Food Company 08/31/18 Term Loan - 6.25%
(LIBOR + 5.00%, 1.25% Floor) 3.9% 29,699,654 08/31/23 29,306,788 29,699,654

4.1% 31,267,968 30,875,102 31,267,968

Health Care Providers & Services

Akumin Inc. 07/22/19 Term Loan B - 9.00% inc. PIK
(LIBOR + 8.00%, 1.00% Floor, 2.00% PIK) 7.1% 54,954,375 05/31/24 54,125,880 54,020,151
Help at Home, LLC 05/08/20 Term Loan A - 8.00%
(LIBOR + 6.75%, 1.25% Floor) 0.6% 4,526,678 08/03/22 4,514,322 4,526,678
Help at Home, LLC 05/08/20 Term Loan B - 8.00%
(LIBOR + 6.75%, 1.25% Floor) 3.3% 24,951,698 08/03/22 24,883,594 24,951,698

3.9% 29,478,376 29,397,916 29,478,376

11.0% 84,432,751 83,523,796 83,498,527

Health Care Technology

American Academy Holdings, LLC 08/14/19 Term Loan - 10.00% inc. PIK
(LIBOR + 9.00%, 1.00% Floor, 3.75% PIK) 4.1% 31,273,776 06/15/23 30,746,473 31,492,693

4.1% 31,273,776 30,746,473 31,492,693

Hotels, Restaurants & Leisure

FM Restaurants Holdco, LLC 11/25/19 Term Loan - 9.75%
(LIBOR + 8.00%, 1.75% Floor) 2.7% 21,559,807 11/22/24 21,115,833 20,438,697
KBP Investments, LLC(4) Delayed Draw Term Loan 0.0% — 05/14/23 (186,165 ) (186,165 )

2.7% 21,559,807 20,929,668 20,252,532

Household Durables

Hunter Fan Company 11/05/19 Additional Term Loan - 7.63%
(LIBOR + 6.63%, 1.00% Floor) 2.9% 22,352,261 04/20/21 22,282,207 22,329,909
SLogic Holding Corp. 06/29/18 2018 Term Loan B - 7.50%
(LIBOR + 6.50%, 1.00% Floor) 3.4% 27,395,345 06/22/23 27,245,735 25,696,834

6.3% 49,747,606 49,527,942 48,026,743

Household Products

Greenfield World Trade, Inc. 03/04/19 Last Out Term Loan - 14.83% inc. PIK
(LIBOR + 13.33%, 1.50% Floor, 6.00% PIK) 5.1% 43,769,757 03/04/24 42,218,956 38,517,386

5.1% 43,769,757 42,218,956 38,517,386


Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date		Amortized Cost		Fair Value
	Debt (continued)

Household & Personal Products
	Obagi Cosmeceuticals LLC	03/16/21	Revolver - 8.50% (LIBOR + 7.50%, 1.00% Floor)		0.7	%	$	6,784,800		03/16/26	$	6,784,800	$	6,784,800
	Obagi Cosmeceuticals LLC	03/16/21	Term Loan - 8.50% (LIBOR + 7.50%, 1.00% Floor)		5.1	%		49,506,424		03/16/26		48,221,784		51,486,681

					5.8	%						55,006,584		58,271,481


Household Durables
	Slogic Holding Corp. ⁽⁴⁾	06/29/18	Last Out Term Loan - 7.28% (LIBOR + 6.28%, 1.00% Floor)		2.6	%		26,824,609		06/22/23		26,731,909		26,824,609

					2.6	%						26,731,909		26,824,609


Household Products
	Greenfield World Trade, Inc.	03/04/19	Last Out Term Loan - 14.83% inc PIK (LIBOR + 13.33%, 1.50% Floor, 6.00% PIK)		5.0	%		50,385,998		03/04/24		47,449,898		50,738,700

					5.0	%						47,449,898		50,738,700


Information Technology Services
	Corcentric, Inc.	11/15/18	Delayed Draw Term Loan - 8.50% (LIBOR + 7.00%, 1.50% Floor)		1.2	%		12,466,440		11/15/23		12,466,440		12,466,440
	Corcentric, Inc.	11/15/18	Term Loan - 8.50% (LIBOR + 7.00%, 1.50% Floor)		3.1	%		31,693,780		11/15/23		31,352,489		31,693,780

					4.3	%						43,818,929		44,160,220


Internet & Direct Marketing Retail
	Altern Marketing LLC	09/30/20	First Out Term Loan - 8.00% (LIBOR + 6.00%, 2.00% Floor)		1.2	%		11,535,928		10/07/24		11,341,048		11,685,895

					1.2	%						11,341,048		11,685,895


Media
	Encompass Digital Media, Inc.	10/01/18	Revolver - 8.75% (LIBOR + 7.50%, 1.25% Floor)		0.0	%		505,511		09/28/23		505,511		505,511
	Encompass Digital Media, Inc.	10/01/18	Term Loan - 8.75% inc PIK (LIBOR + 7.50%, 1.25% Floor, 1.13% PIK)		2.9	%		29,902,485		09/28/23		29,746,161		29,902,485
	Winsight, LLC	11/15/18	Revolver - 12.00% inc PIK (LIBOR + 11.00%, 1.00% Floor, 4.00% PIK)		0.1	%		1,550,908		03/31/24		1,550,908		1,450,099
	Winsight, LLC	11/15/18	Term Loan - 12.00% inc PIK (LIBOR + 11.00%, 1.00% Floor, 4.00% PIK)		2.2	%		23,451,690		03/31/24		23,175,099		21,927,330

					5.2	%						54,977,679		53,785,425


Packaging
	Hoover Group, Inc.	10/01/20	Term Loan - 9.75% (LIBOR + 8.50%, 1.25% Floor)		2.8	%		30,276,806		10/01/24		29,822,550		28,672,135

					2.8	%						29,822,550		28,672,135


Personal Products
	Voyant Beauty Holdings, Inc.	08/20/20	Term Loan - 10.00% (LIBOR + 8.50%, 1.50% Floor)		5.7	%		57,963,496		08/20/25		56,823,144		58,311,278

					5.7	%						56,823,144		58,311,278


Publishing
	Bendon Inc.	12/11/20	Term Loan - 7.50% (LIBOR + 6.50%, 1.00% Floor)		5.0	%		52,264,546		12/11/25		51,268,169		50,435,288

					5.0	%						51,268,169		50,435,288

TCW ~~DIRECT LENDING~~Direct Lending VII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of September 30, ~~2020~~2021

Industry

Issuer
Acquisition
Date
Investment

% of Net
Assets
Par
Amount
Maturity
Date
Amortized
Cost Fair Value
Information Technology Services

Corcentric, Inc. 11/15/18 Delayed Draw Term Loan - 7.75%
(LIBOR + 6.25%, 1.50% Floor) 1.7% $ 12,730,280 11/15/23 $ 12,730,280 $ 12,730,280
Corcentric, Inc. 11/15/18 Term Loan - 7.75%
(LIBOR + 6.25%, 1.50% Floor) 2.5% 19,095,420 11/15/23 18,797,551 19,095,420

4.2% 31,825,700 31,527,831 31,825,700

Global Holdings, LLC 09/17/19 Term Loan - 7.25%
(LIBOR + 6.25%, 1.00% Floor) 3.7% 28,159,064 09/17/23 27,846,840 28,299,859

7.9% 59,984,764 59,374,671 60,125,559

Internet & Direct Marketing Retail

Altern Marketing LLC 09/30/20 Revolver - 8.00%
(LIBOR + 6.00%, 2.00% Floor) 0.3% 2,014,543 10/07/24 1,984,345 2,010,513
Altern Marketing LLC 09/30/20 Term Loan A - 8.00%
(LIBOR + 6.00%, 2.00% Floor) 1.6% 12,679,436 10/07/24 12,462,109 12,626,867

1.9% 14,693,979 14,446,454 14,637,380

Media

Encompass Digital Media, Inc. 10/01/18 First Lien Term Loan - 8.75% inc. PIK
(LIBOR + 7.50%, 1.25% Floor, 1.13% PIK) 3.8% 29,921,994 09/28/23 29,684,258 28,755,036
Encompass Digital Media, Inc. 10/01/18 Revolver - 8.75%
(LIBOR + 7.50%, 1.25% Floor) 0.1% 1,155,455 09/28/23 1,155,455 1,110,392

3.9% 31,077,449 30,839,713 29,865,428

Innerworkings, Inc. 07/23/19 Term Loan - 8.00%
(LIBOR + 6.25%, 1.75% Floor) 5.0% 36,739,912 07/16/24 34,702,117 37,842,109
Winsight, LLC 11/15/18 Revolver - 8.00%
(LIBOR + 7.00%, 1.00% Floor) 0.2% 1,529,553 11/15/23 1,529,553 1,316,946
Winsight, LLC 11/15/18 Term Loan - 8.00%
(LIBOR + 7.00%, 1.00% Floor) 3.2% 28,876,378 11/15/23 28,396,758 24,862,561

3.4% 30,405,931 29,926,311 26,179,507

12.3% 98,223,292 95,468,141 93,887,044

Metals & Mining

DBM Global, Inc. 11/30/18 Term Loan - 7.35%
(LIBOR + 5.85%, 1.50% Floor) 6.0% 46,023,416 11/30/23 45,441,521 46,023,416

6.0% 46,023,416 45,441,521 46,023,416

Multiline Retail

Torrid LLC 06/14/19 Term Loan - 7.75%
(LIBOR + 6.75%, 1.00% Floor) 3.8% 29,706,277 12/16/24 29,195,682 29,171,564

3.8% 29,706,277 29,195,682 29,171,564

Personal Products

Voyant Beauty Holdings, Inc. 08/20/20 Term Loan - 9.50%
(LIBOR + 8.00%, 1.50% Floor) 7.8% 58,550,469 08/03/25 57,117,108 58,960,322

7.8% 58,550,469 57,117,108 58,960,322


Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date		Amortized Cost		Fair Value
	Debt (continued)

Software
	Mondee Holdings LLC	12/20/19	Term Loan - 11.25% inc PIK (LIBOR + 9.50%, 1.75% Floor, 4.00% PIK)		7.7	%	$	89,035,704		12/23/24	$	87,205,518	$	77,639,134
	Quicken Parent Corp.	12/21/20	Term Loan - 9.25% (LIBOR + 8.25%, 1.00% Floor)		1.4	%		14,199,138		04/01/23		14,076,794		14,199,138

					9.1	%						101,282,312		91,838,272


Textiles, Apparel & Luxury Goods
	Centric Brands Inc. ⁽³⁾	10/09/20	Revolver - 6.50% (LIBOR + 5.50%, 1.00% Floor)		0.3	%		3,346,901		10/09/24		3,346,901		3,346,901
	Centric Brands Inc. ⁽³⁾	10/09/20	Term Loan - 10.00% inc PIK (LIBOR + 9.00%, 1.00% Floor, all PIK)		3.5	%		37,860,725		10/09/25		34,726,318		35,589,082
	Keeco Holdings, LLC	09/19/18	Term Loan - 10.25% inc PIK (LIBOR + 8.50%, 1.75% Floor, 0.75% PIK)		5.4	%		56,327,540		03/15/24		55,802,307		54,581,386
					9.2	%						93,875,526		93,517,369

	Total Debt Investments				139.5	%						1,413,706,708		1,417,477,157


	EQUITY							Shares				Amortized Cost		Fair Value

Chemicals
	AGY Equity LLC ^{(2) (5) (6)}		Class A Preferred Units		0.0	%		7,752,414			$	-	$	-
	AGY Equity LLC ^{(2) (5) (6)}		Class B Preferred Units		0.0	%		10,078,138				-		-
	AGY Equity LLC ^{(2) (5) (6)}		Class C Common Units		0.0	%		11,241,000				-		-

					0.0	%						-		-


Construction Materials
	United Poly Systems Holding, Inc. ^{(5) (6)}		Common Stock		0.0	%		7,550				755,000		-

					0.0	%						755,000		-


Household Durables
	Shelterlogic Group Holdings, Inc ^{(4) (5) (6)}		Common Stock		2.5	%		1,254,034				-		24,955,277

					2.5	%						-		24,955,277


Household Products
	Greenfield World Trade, Inc. ^{(5) (6)}		Warrant, expires 03/25/27		0.7	%		6,036				3,059,379		7,168,679

					0.7	%						3,059,379		7,168,679


Software
	Mondee Holdings LLC ^{(5) (6)}		Class G Preferred Stock		0.1	%		1,226,708				1,226,708		907,764

					0.1	%						1,226,708		907,764


Textiles, Apparel & Luxury Goods
	Centric Brands GP LLC ^{(3) (5) (6)}		Membership Interests		0.0	%		159,658				-		-
	Centric Brands L.P. ^{(3) (5) (6)}		Class A LP Interests		0.0	%		159,658				-		73,443

					0.0	%						-		73,443


	Total Equity Investments				3.3	%						5,041,087		33,105,163

	Total Debt & Equity Investments ⁽⁷⁾				142.8	%						1,418,747,795		1,450,582,320

	Cash Equivalents
	Fixed Income Clearing Corporation Repo, Yield 0.00%				0.0	%						-		-

	Total Cash Equivalents				0.0	%						-		-

	Total Investments (143.0%)										$	1,418,747,795	$	1,450,582,320

	Net unrealized depreciation on unfunded commitments (-0.1%)													(999,415	)

	Liabilities in Excess of Other Assets (-42.9%)													(435,072,430	)

	Net Assets (100.0%)												$	1,014,510,475

TCW ~~DIRECT LENDING~~Direct Lending VII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of September 30, ~~2020~~2021

Industry

Issuer
Acquisition
Date
Investment

% of Net
Assets
Par
Amount
Maturity
Date
Amortized
Cost Fair Value
Software

Mondee Holdings LLC 12/20/19 Term Loan - 12.25% inc. PIK
(LIBOR + 10.50%, 1.75% Floor, 12.25% PIK) 9.2% $ 81,081,222 12/23/24 $ 78,684,439 $ 69,648,769

9.2% 81,081,222 78,684,439 69,648,769

Textiles, Apparel & Luxury Goods

Centric Brands Inc.(3) 05/20/20 DIP Revolver - 7.50%
(LIBOR + 6.50%, 1.00% Floor) 0.3% 2,386,031 05/20/21 2,386,031 2,386,031
Centric Brands Inc.(3) 11/07/18 Term Loan - 9.50% inc. PIK
(LIBOR + 8.00%, 1.50% Floor, 9.50% PIK) 4.0% 34,463,910 10/29/23 34,052,437 30,638,416
Keeco Holdings, LLC 09/19/18 Term Loan - 10.25% inc. PIK
(LIBOR + 8.50%, 1.75% Floor, 0.75% PIK) 7.5% 58,522,774 03/15/24 57,749,944 56,708,568

11.8% 95,372,715 94,188,412 89,733,015

Total Debt Investments 170.9% 1,339,354,348 1,298,008,445

Equity Shares
Chemicals

AGY Holdings Corp.(2) Class A Preferred units 0.0% 7,752,414 — —
AGY Holdings Corp.(2) Class B Preferred units 0.0% 10,078,138 — —
AGY Holdings Corp.(2) Class C Common units 0.0% 11,241,000 — —

0.0% 29,071,552 — —

Construction Materials

United Poly System Holding, Inc.(2),(5) Common Stock 0.0% 7,550 755,000 —

0.0% 7,550 755,000 —

Electronic Equipment, Instruments & Components

SMTC Corporation(2),(3) Common Stock 0.0% 48,036 150,833 173,890
SMTC Corporation(2),(3) Warrant, expires 11/08/25 0.2% 399,529 1,532,279 1,446,295

0.2% 447,565 1,683,112 1,620,185

Household Durables

Shelterlogic Group Holdings, Inc(2) Common Stock 0.0% 1,240,731 — —

0.0% 1,240,731 — —

Household Products

Greenfield World Trade, Inc.(2),(5) Warrant, expires 03/25/27 0.2% 7,403 1,463,118 1,945,154

0.2% 7,403 1,463,118 1,945,154

Media

Innerworkings, Inc.(2),(5) Warrant, expires 07/16/24 0.2% 530,380 1,904,066 1,585,836

0.2% 530,380 1,904,066 1,585,836

Software

Mondee Holdings LLC(2),(5) Preferred Stock 0.2% 1,226,708 1,226,708 1,226,708

0.2% 1,226,708 1,226,708 1,226,708

Total Equity Investments 0.8% 7,032,004 6,377,883

Total Non-Controlled/Non-Affiliated Investments(6) 171.7% $ 1,346,386,352 $ 1,304,386,328

~~TCW DIRECT LENDING VII LLC~~

~~Consolidated Schedule of Investments (Unaudited) (Continued)~~

~~As of September 30, 2020~~

Industry

Issuer
Acquisition
Date
Investment

% of Net
Assets
Shares
Maturity
Date
Amortized
Cost Fair Value

Cash Equivalents
Blackrock Liquidity Funds, Yield 0.10% 6.4% $ 48,349,600 $ 48,349,600

Total Investments 178.1% $ 1,394,735,952 $ 1,352,735,928

Net unrealized depreciation on unfunded commitments ((0.2%))

$ (1,181,690 )

Liabilities in Excess of Other Assets (77.9%)

$ (591,996,092 )

Net Assets 100.0%

$ 759,558,146

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

⁽²⁾

~~Non-income~~ ~~producing.~~As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled affiliated person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2020 and September 30, 2021 along with transactions during the period ended September 30, 2021 in these controlled investments are as follows:


Name of Investment	Fair Value at December 31, 2020		Gross Addition ^(a)		Gross Reduction ^(b)		Realized Gains (Losses)		Net Change in Unrealized Appreciation/ Depreciation		Fair Value at September 30, 2021		Interest/Dividend/ Other income
AGY Holdings Corp. Opco Term Loan - 11.50% inc. PIK	$	3,391,067	$	11,610,514	$	-	$	-	$	-	$	15,001,581	$	2,050,379
AGY Holdings Corp. PIK Holdco Term Loan - 11.50% inc. PIK		23,651,102		1,098,135		-		-		-		24,749,237		2,215,299
AGY Holdings Corp. Class A Preferred units		-		-		-		-		-		-		-
AGY Holdings Corp. Class B Preferred units		-		-		-		-		-		-		-
AGY Holdings Corp. Class C Common units		-		-		-		-		-		-		-

Total Controlled Affiliated investments	$	27,042,169	$	12,708,649	$	-	$	-	$	-	$	39,750,818	$	4,265,678

^(a)

Gross additions include new purchases, PIK income and amortization of original issue and market discounts.

^(b)

Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

⁽³⁾

The investment is not a qualifying asset as defined in Section 55(a) under the Investment Company Act of 1940, as amended. A business development company may not acquire an asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of September 30, ~~2020, $57,501,642~~2021, $89,193,232 or ~~4.2%~~5.7% of the Company’s total assets were represented by “non-qualifying assets.”

⁽⁴⁾

~~Negative balance relates~~As defined in the Investment Company Act of 1940, the investment is deemed to be an ~~unfunded commitment that was acquired at a discount.~~“affiliated person” of the Company because the Company owns, either directly or indirectly, between 5% and 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2020 and September 30, 2021 along with transactions during the period ended September 30, 2021 in these affiliated investments are as follows:


Name of Investment	Fair Value at December 31, 2020		Gross Addition ^(a)		Gross Reduction ^(b)			Realized Gains (Losses)		Net Change in Unrealized Appreciation/ Depreciation		Fair Value at September 30, 2021		Interest/Dividend/ Other income
Shelterlogic Group Holdings, Inc. Common Stock	$	9,578,443	$	-	$	-		$	-	$	15,376,834	$	24,955,277	$	-
Slogic Holding Corp. Last Out Term Loan - 6.87%		27,252,661		42,356		(428,052	)		-		(42,356)		26,824,609		1,530,901

Total Non-Controlled Affiliated Investments	$	36,831,104	$	42,356	$	(428,052	)	$	-	$	15,334,478	$	51,779,886	$	1,530,901

^(a)

Gross additions include new purchases, PIK income and amortization of original issue and market discounts.

^(b)

Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

⁽⁵⁾	Non-income producing.

⁽⁶⁾

All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933, and may be deemed “restricted securities” under the Securities Act. As of September 30, ~~2020,~~2021, the aggregate fair value of these securities was ~~$4,757,698,~~$33,105,163, or ~~0.3%~~2.1% of the Company’s total assets.

~~(6)~~⁽⁷⁾

The fair value of the SMTC Corporation common stock is based on the quoted market price of the issuer’s common stock as of September 30, 2020. Such common stock is considered to be a Level 1 security within the Fair Value Hierarchy. The fair values of the SMTC Corporation warrantseach debt and Innerworkings, Inc. warrants are based on the quoted market price of the issuer’s stock as of September 30, 2020. Such warrants are considered to be Level 2 securities within the Fair Value Hierarchy. The fair value of each ~~non-controlled/non-affiliated~~ ~~investment~~equity was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

~~LIBOR—~~LIBOR - London Interbank Offered Rate, generally 1-Month or 3-Month

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled ~~$378,595,257~~$559,721,594 and ~~$395,865,694,~~$552,154,698, respectively, for the ~~nine months~~period ended September 30, ~~2020.~~2021. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.


Country Breakdown Portfolio
United States	100.0	%

See Notes to Consolidated Financial ~~Statements.~~Statements

TCW DIRECT LENDING VII LLC

Consolidated Schedule of Investments

As of December 31, ~~2019~~2020


Industry	Issuer	Acquisition Date			Investment	% of Net Assets		Par Amount		Maturity Date		Amortized Cost		Fair Value		Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	Non-Controlled/Non-Affiliated Investments Debt(1)															Debt(1)
Aerospace & Defense
																Cassavant Holdings, LLC	01/02/20	Revolver - 9.50% (LIBOR + 8.00%, 1.50% Floor)		0.2	%	$	1,567,896	01/02/25	$	1,567,896	$	1,484,797
																Cassavant Holdings, LLC	01/02/20	Term Loan - 9.50% (LIBOR + 8.00%, 1.50% Floor)		1.6	%		14,150,260	01/02/25		13,959,277		13,400,297

																				1.8	%		15,718,156			15,527,173		14,885,094

																Columbia Helicopters, Inc.	08/20/19	Term Loan - 9.00% (LIBOR + 7.50%, 1.50% Floor)		4.2	%		34,711,398	08/20/24		34,197,313		35,058,512
																Heligear Acquisition Co.	07/30/19	Term Loan - 8.50% (LIBOR + 7.00%, 1.50% Floor)		7.0	%		57,878,827	07/30/24		57,033,777		58,168,221
																Navistar Defense, LLC	12/31/18	Term Loan B - 7.75% (LIBOR + 6.25%, 1.50% Floor)		2.1	%		17,152,164	12/31/23		16,860,065		17,152,164
																Spaceco Holdings LLC	12/21/20	Revolver - 7.50% (LIBOR + 6.50%, 1.00% Floor)		0.4	%		3,121,364	12/21/25		3,121,364		3,080,786
	Columbia Helicopters, Inc.		08/20/19		Term Loan—9.52% (LIBOR + 7.50%, 1.50% Floor)		7.4%	$	60,300,000		08/20/24	$	59,160,626	$	60,842,700	Spaceco Holdings LLC	12/21/20	Term Loan - 7.50% (LIBOR + 6.50%, 1.00% Floor)		14.8	%		124,854,545	12/21/25		122,107,745		123,231,436
	DynCorp International Inc.		08/16/19		Term Loan B—7.74% (LIBOR + 6.00%, 1.00% Floor)		3.7%		30,010,125		08/16/25		29,154,160		30,100,155
	Heligear Acquisition Co.		07/30/19		Term Loan—8.95% (LIBOR + 7.00%, 1.50% Floor)		7.3%		59,758,010		07/30/24		58,641,013		59,817,768					15.2	%		127,975,909			125,229,109		126,312,222
	Navistar Defense, LLC		12/31/18		Term Loan B—8.05% (LIBOR + 6.25%, 1.50% Floor)		2.7%		21,775,648		12/29/23		21,280,522		21,840,975
	Sparton Corporation		03/04/19	��	First Lien Term Loan—9.16% (LIBOR + 7.25%, 1.50% Floor)		5.0%		40,410,765		03/04/24		39,604,446		40,451,176	Sparton Corporation	03/04/19	First Lien Term Loan - 8.75% (LIBOR + 7.25%, 1.50% Floor)		1.6	%		13,227,692	03/04/24		13,027,145		13,439,335

							26.1%		212,254,548				207,840,767		213,052,774					31.9	%		266,664,146			261,874,582		265,015,548

Air Freight & Logistics
	Need It Now Delivers, LLC		12/23/19		Last Out Term Loan—7.79% (LIBOR + 6.00% , 1.75% Floor)		1.8%		14,611,314		12/23/24		14,288,305		14,698,982
																Need It Now Delivers, LLC	12/23/19	Delayed Draw Term Loan - 10.25% (LIBOR + 8.50%, 1.75% Floor)		0.2	%		1,479,333	12/23/24		1,479,332		1,429,036
							1.8%		14,611,314				14,288,305		14,698,982	Need It Now Delivers, LLC	12/23/19	Last Out Term Loan - 10.25% (LIBOR + 8.50% , 1.75% Floor)		1.6	%		14,063,389	12/23/24		13,788,631		13,585,234

																				1.8	%		15,542,722			15,267,963		15,014,270

Auto Components
	Shipston Group U.S. Inc.		09/28/18		Term Loan—9.85% (LIBOR + 7.75%, 1.25% Floor)		3.2%		26,036,788		09/28/23		25,715,299		25,698,310
																Shipston Group U.S. Inc.	05/18/20	Term Loan C - 9.00% inc. PIK (LIBOR + 7.75%, 1.25% Floor, 2.00% PIK)		0.2	%		1,746,375	09/28/23		1,746,375		1,706,208
							3.2%		26,036,788				25,715,299		25,698,310	Shipston Group U.S. Inc.	09/28/18	Term Loan - 9.00% inc. PIK (LIBOR + 7.75%, 1.25% Floor, 2.00% PIK)		3.1	%		26,302,661	09/28/23		26,073,224		25,697,700

																				3.3	%		28,049,036			27,819,599		27,403,908

Beverages

																Caiman Merger Sub LLC	11/01/19	Term Loan - 6.75% (LIBOR + 5.75%, 1.00% Floor)		1.7	%		14,037,026	11/01/25		13,914,606		14,177,396
	Caiman Merger Sub LLC		11/01/19		Term Loan—7.44% (LIBOR + 5.75%, 1.00% Floor)		1.7%		14,178,813		11/01/25		14,029,516		14,249,708	Westrock Coffee Company, LLC	02/28/20	Term Loan - 8.75% inc. PIK (LIBOR + 7.25%, 1.50% Floor, 1.00% PIK)		7.9	%		65,531,880	02/28/25		64,581,557		65,204,221

							1.7%		14,178,813				14,029,516		14,249,708					9.6	%		79,568,906			78,496,163		79,381,617

Chemicals
	GEON Performance Solutions, LLC		10/25/19		Term Loan—7.96% (LIBOR + 6.25%, 1.63% Floor)		3.3%		27,156,552		10/25/24		27,043,542		27,346,648
	Verdesian Life Sciences, LLC		07/22/19		Term Loan—9.30% (LIBOR + 7.50%, 1.75% Floor)		6.3%		51,680,300		06/27/24		50,740,189		51,370,218	AGY Holdings Corp.(2)	09/21/20	Opco Term Loan - 11.50% inc. PIK (LIBOR + 10.00%, 1.50% Floor, 6.00% PIK)		0.4	%		3,391,067	09/21/25		3,391,067		3,391,067
																AGY Holdings Corp.(2)	09/21/20	PIK Holdco Term Loan - 11.50% inc. PIK (LIBOR + 10.00%, 1.50% Floor, 6.00% PIK)		2.8	%		23,651,102	09/21/25		23,651,102		23,651,102
							9.6%		78,836,852				77,783,731		78,716,866
																				3.2	%		27,042,169			27,042,169		27,042,169
Commercial Services & Supplies
	Clover Imaging Group, LLC		12/16/19		Term Loan—9.24% (LIBOR + 7.50%, 1.50% Floor)		1.5%		12,140,000		12/16/24		11,898,268		12,212,840
	Production Resource Group, LLC		08/21/18		Term Loan—8.90% (LIBOR + 7.00%, 1.00% Floor)		3.2%		29,989,286		08/21/24		29,294,347		26,480,539
																GEON Performance Solutions, LLC	10/25/19	Term Loan - 7.88% (LIBOR + 6.25%, 1.63% Floor)		2.5	%		20,163,740	10/25/24		20,097,289		20,365,377
							4.7%		42,129,286				41,192,615		38,693,379	Verdesian Life Sciences, LLC	07/22/19	2019 Term Loan - 9.50% (LIBOR + 7.75%, 1.75% Floor)		6.2	%		50,708,730	06/27/24		49,985,774		51,672,196

Communications Equipment
	AVI-SPL, Inc.		05/16/18		Third Additional Term Loan—7.58% (LIBOR + 5.88%, 1.00% Floor)		3.6%		28,944,961		04/27/21		28,880,269		29,234,410					11.9	%		97,914,639			97,125,232		99,079,742

							3.6%		28,944,961				28,880,269		29,234,410

TCW DIRECT LENDING VII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, ~~2019~~2020

Industry

Issuer
   Acquisition
Date
Investment
   % of Net
Assets    Par Amount    Maturity
Date    Amortized
Cost    Fair Value
Construction &
Engineering

   Powerhouse Intermediate, LLC    10/15/19
Revolver—8.12%
(LIBOR + 6.38%, 1.50% Floor)
   0.1%    $ 330,436    10/07/24    $ 330,436    $ 331,428
   Powerhouse Intermediate, LLC    10/15/19
Term Loan—8.41%
(LIBOR + 6.38%, 1.50% Floor)
   3.4%    27,536,364    10/07/24    27,310,013    27,618,973








                    3.5%        27,866,800           27,640,449        27,950,401








   UniTek Acquisition, Inc.    08/20/18
Delayed Draw Term Loan B—8.41% inc. PIK
(LIBOR + 5.50%, 1.00% Floor, 1.00% PIK)
   0.4%    3,647,967    08/20/24    3,647,967    3,301,410
   UniTek Acquisition, Inc.    08/20/18
Term Loan B—8.41% inc. PIK
(LIBOR + 5.50%, 1.00% Floor, 1.00% PIK)
   2.0%    18,239,837    08/20/24    17,893,291    16,507,052








            2.4%    21,887,804       21,541,258    19,808,462








            5.9%    49,754,604       49,181,707    47,758,863








Construction
Materials

   United Poly Systems Holding, Inc.    07/24/19
Revolver—8.45%
(LIBOR + 6.50%, 1.50% Floor)
   0.3%    2,614,400    06/07/24    2,614,400    2,528,125
   United Poly Systems Holding, Inc.    07/24/19
Term Loan—8.45%
(LIBOR + 6.50%, 1.50% Floor)
   3.5%    29,640,000    06/07/24    28,930,976    28,661,880
            3.8%    32,254,400       31,545,376    31,190,005








Diversified
Consumer
Services

   American Academy Holdings, LLC    08/14/19
Term Loan—10.80% inc. PIK
(LIBOR + 5.25%, 1.00% Floor, 3.75% PIK)
   3.8%    30,959,464    06/15/23    30,272,830    30,897,545








            3.8%    30,959,464       30,272,830    30,897,545








Electronic
Equipment,
Instruments &
Components

   SMTC Corporation(2)    11/08/18
Term Loan A—10.70%
(LIBOR + 8.75%, 1.75% Floor)
   2.9%    23,470,654    11/08/23    22,536,934    23,423,712








            2.9%    23,470,654       22,536,934    23,423,712








Energy Equipment & Services

   Profrac Services, LLC    09/07/18
Term Loan B—8.14%
(LIBOR + 6.25%, 1.25% Floor)
   4.3%    34,979,903    09/07/23    34,462,625    34,560,144
   PSS Industrial Group Corp.    04/12/19
Term Loan—7.94%
(LIBOR + 6.00%, 1.50% Floor)
   2.2%    18,402,902    04/10/25    17,998,290    18,200,470
   WDE TorcSill Holdings LLC    10/22/19
Revolver—8.30%
(LIBOR + 6.50%, 1.50% Floor)
   0.2%    1,825,588    10/22/24    1,825,588    1,825,588
   WDE TorcSill Holdings LLC    10/22/19
Term Loan—8.30%
(LIBOR + 6.50%, 1.50% Floor)
   3.8%    31,240,379    10/22/24    30,470,804    31,240,379








            4.0%    33,065,967       32,296,392    33,065,967








   Wellbore Integrity Solutions    12/02/19
First Out Term Loan—8.94%
(LIBOR + 7.00%, 1.50% Floor)
   1.2%    9,367,418    12/02/24    9,273,797    9,423,623








            11.7%    95,816,190       94,031,104    95,250,204








Food
Distributor

   Gold Star Foods Inc.    10/15/19
Term Loan—7.56%
(LIBOR + 5.75%, 1.00% Floor)
   2.8%    22,946,970    10/02/24    22,796,301    23,107,598








            2.8%    22,946,970       22,796,301    23,107,598


Industry	Issuer	Acquisition Date	Investment	% of Net Assets		Par Amount		Maturity Date		Amortized Cost		Fair Value
Commercial Services & Supplies
	Clover Imaging Group, LLC	12/16/19	Term Loan - 9.00% (LIBOR + 7.50%, 1.50% Floor)		1.3%	$	10,774,250		12/16/24	$	10,603,070	$	10,688,056
	Production Resource Group, LLC	08/21/18	2020 Last Out Term Loan A - 9.75% inc. PIK (LIBOR + 9.50%, 0.25% Floor, 9.75% PIK)		1.1%		9,394,554		08/21/24		9,394,554		9,394,554
	Production Resource Group, LLC	08/01/20	Bridge Delayed Draw Term Loan - 8.50% inc. PIK (LIBOR + 7.50%, 1.00% Floor, 2.50% PIK)		0.3%		2,305,426		08/21/24		2,305,426		2,305,426

					1.4%		11,699,980				11,699,980		11,699,980

					2.7%		22,474,230				22,303,050		22,388,036

Construction & Engineering
	UniTek Acquisition, Inc.	09/16/20	Delayed Draw Term Loan - 7.50% (LIBOR + 6.50%, 1.00% Floor, 2.00% PIK)		0.2%		1,564,318		08/20/23		940,645		1,321,849
	UniTek Acquisition, Inc.	09/16/20	Term Loan A - 7.50% (LIBOR + 6.50%, 1.00% Floor, 2.00% PIK)		0.8%		7,821,592		08/20/23		4,697,446		6,609,245

					1.0%		9,385,910				5,638,091		7,931,094

	UniTek Acquisition, Inc.	11/10/20	Revolver - 6.50% (LIBOR + 5.50%, 1.00% Floor)		0.0%		16,070		08/20/23		16,070		13,579
	UniTek Acquisition, Inc.	08/20/18	Delayed Draw Term Loan B - 8.50% inc. PIK (LIBOR + 7.50%, 1.00% Floor, 2.00% PIK)		0.3%		3,369,896		08/20/24		3,369,896		2,719,506
	UniTek Acquisition, Inc.	08/20/18	Term Loan B - 8.50% inc. PIK (LIBOR + 7.50%, 1.00% Floor, 2.00% PIK)		1.6%		16,850,431		08/20/24		16,603,547		13,598,298

					1.9%		20,220,327				19,973,443		16,317,804

					2.9%		29,622,307				25,627,604		24,262,477

Construction Materials
	United Poly Systems Holding, Inc.	12/28/20	Mezzanine Loan - 13.00% inc. PIK (13.00%, 13.00% PIK)		0.8%		7,296,000		12/31/25		7,296,000		6,661,248

					0.8%		7,296,000				7,296,000		6,661,248

Electronic Equipment, Instruments & Components
	SMTC Corporation(4)	11/08/18	Term Loan A - 10.50% (LIBOR + 8.75%, 1.75% Floor)		2.7%		22,524,256		11/08/23		21,861,279		22,749,499

					2.7%		22,524,256				21,861,279		22,749,499

Energy Equipment & Services
	Profrac Services, LLC	09/07/18	Term Loan B - 8.75% (LIBOR + 7.50%, 1.25% Floor)		4.4%		39,213,639		09/07/23		37,592,108		36,821,607
	PSS Industrial Group Corp.	04/12/19	Term Loan - 9.50% (LIBOR + 8.00%, 1.50% Floor)		1.7%		17,608,820		04/10/25		17,295,238		13,910,968
	WDE TorcSill Holdings LLC	10/22/19	Revolver - 9.00% inc. PIK (LIBOR + 7.50%, 1.50% Floor, 0.75% PIK)		0.4%		3,048,419		10/22/24		3,048,419		2,953,918
	WDE TorcSill Holdings LLC	10/22/19	Term Loan - 9.00% inc. PIK (LIBOR + 7.50%, 1.50% Floor, 0.75% PIK)		3.3%		28,160,536		10/22/24		27,611,823		27,287,559

					3.7%		31,208,955				30,660,242		30,241,477

					9.8%		88,031,414				85,547,588		80,974,052

TCW DIRECT LENDING VII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, ~~2019~~2020

Industry

Issuer
   Acquisition
Date
Investment
   % of Net
Assets    Par Amount    Maturity
Date    Amortized
Cost    Fair Value
Food Products

   Hometown Food Company    08/31/18
Term Loan—6.80%
(LIBOR + 5.00%, 1.25% Floor)
   4.8%    $ 40,027,178    08/31/23    $ 39,361,349    $ 39,466,798








            4.8%    40,027,178       39,361,349    39,466,798








Health Care
Providers &
Services

   Akumin, Inc.    07/22/19
Term Loan B—7.80%
(LIBOR + 6.00%, 1.00% Floor)
   6.7%    55,371,750    05/31/24    54,366,012    54,928,776








                      6.7%          55,371,750             54,366,012          54,928,776








Hotels,
Restaurants &
Leisure

   FM Restaurants Holdco, LLC    11/25/19
Term Loan—8.05%
(LIBOR + 6.25%, 1.75% Floor)
   2.7%    21,722,727    11/22/24    21,194,388    21,701,005








            2.7%    21,722,727       21,194,388    21,701,005








Household
Durables

   Dura-Supreme Holdings, Inc    10/15/19
Term Loan—7.96%
(LIBOR + 6.25%, 1.50% Floor)
   1.6%    13,626,000    10/10/24    13,513,033    13,639,626
   Hunter Fan Company    11/05/19
Additional Term Loan—8.53%
(LIBOR + 6.63%, 1.00% Floor)
   3.7%    30,290,000    12/20/21    30,065,659    30,199,130
   SLogic Holding Corp.    06/29/18
Term Loan B—11.25%
(PRIME + 6.50%, 1.00% Floor)
   3.2%    27,823,398    06/22/23    27,629,565    25,931,407








            8.5%    71,739,398       71,208,257    69,770,163








Household
Products

   Greenfield World Trade, Inc.    03/04/19
Last Out Term Loan—11.30%
(LIBOR + 9.50%, 1.50% Floor)
   5.0%    42,546,666    03/04/24    41,807,281    41,057,532








            5.0%    42,546,666       41,807,281    41,057,532








Information
Technology
Services

   AMCP Staffing Intermediate Holdings III, LLC    10/15/19
Add on Term Loan—8.84%
(LIBOR + 6.75%, 1.50% Floor)
   1.4%    11,427,418    09/24/25    11,342,079    11,427,418
   AMCP Staffing Intermediate Holdings III, LLC    10/15/19
Revolver—8.74%
(LIBOR + 6.75%, 1.50% Floor)
   0.2%    1,407,174    09/24/25    1,407,174    1,407,174
   AMCP Staffing Intermediate Holdings III, LLC    10/15/19
Term Loan—8.68%
(LIBOR + 6.75%, 1.50% Floor)
   1.8%    14,688,763    09/24/25    14,547,899    14,688,763








            3.4%    27,523,355       27,297,152    27,523,355








   Corcentric, Inc.    11/15/18
Delayed Draw Term Loan—8.80%
(LIBOR + 7.00%, 1.50% Floor)
   1.6%    12,928,160    11/15/23    12,928,160    12,992,801
   Corcentric, Inc.    11/15/18
Term Loan—8.80%
(LIBOR + 7.00%, 1.50% Floor)
   2.4%    19,392,240    11/15/23    19,017,035    19,489,201








            4.0%    32,320,400       31,945,195    32,482,002








   Global Holdings, LLC    09/17/19
Term Loan—8.16%
(LIBOR + 6.25%, 1.00% Floor)
   3.6%    29,270,605    09/17/23    28,863,489    29,475,500








            11.0%    89,114,360       88,105,836    89,480,857


Industry	Issuer	Acquisition Date	Investment	% of Net Assets		Par Amount		Maturity Date		Amortized Cost			Fair Value
Food Products
	Hometown Food Company	08/31/18	Revolver - 6.25% (LIBOR + 5.00%, 1.25% Floor)		0.1%	$	784,157		08/31/23	$	784,157		$	784,157
	Hometown Food Company	08/31/18	Term Loan - 6.25% (LIBOR + 5.00%, 1.25% Floor)		3.6%		29,699,654		08/31/23		29,340,758			29,699,654

					3.7%		30,483,811				30,124,915			30,483,811

Health Care Technology
	American Academy Holdings, LLC	08/14/19	Term Loan - 10.00% inc. PIK (LIBOR + 9.00%, 1.00% Floor, 3.75% PIK)		3.8%		31,171,832		06/15/23		30,700,084			31,327,691

					3.8%		31,171,832				30,700,084			31,327,691

Hotels, Restaurants & Leisure
	FM Restaurants Holdco, LLC	11/25/19	Revolver - 9.75% (LIBOR + 8.00%, 1.75% Floor)		0.3%		2,413,636		11/22/24		2,413,636			2,343,641
	FM Restaurants Holdco, LLC	11/25/19	Term Loan - 9.75% (LIBOR + 8.00%, 1.75% Floor)		2.5%		21,505,500		11/22/24		21,089,573			20,881,840
	KBP Investments, LLC(5)		Delayed Draw Term Loan		0.0%		—		05/14/23		(176,718	)		(176,718	)

					2.8%		23,919,136				23,326,491			23,048,763

Household Durables
	Hunter Fan Company	11/05/19	Additional Term Loan - 7.63% (LIBOR + 6.63%, 1.00% Floor)		4.1%		34,346,515		12/20/23		34,151,512			34,346,515
	SLogic Holding Corp.(6)	06/29/18	2018 Term Loan B - 6.87% (LIBOR + 5.87%, 1.00% Floor)		3.3%		27,252,661		06/22/23		27,117,606			27,252,661

					7.4%		61,599,176				61,269,118			61,599,176

Household Products
	Greenfield World Trade, Inc.	03/04/19	Last Out Term Loan - 14.83% inc. PIK (LIBOR + 13.33%, 1.50% Floor, 6.00% PIK)		4.9%		44,286,796		03/04/24		42,854,852			41,053,860

					4.9%		44,286,796				42,854,852			41,053,860

Information Technology Services
	Corcentric, Inc.	11/15/18	Delayed Draw Term Loan - 9.00% (LIBOR + 7.50%, 1.50% Floor)		1.5%		12,664,320		11/15/23		12,664,320			12,638,992
	Corcentric, Inc.	11/15/18	Term Loan - 9.00% (LIBOR + 7.50%, 1.50% Floor)		3.9%		32,188,480		11/15/23		31,719,873			32,124,103

					5.4%		44,852,800				44,384,193			44,763,095

	Global Holdings, LLC	09/17/19	Term Loan - 7.00% (LIBOR + 6.00%, 1.00% Floor)		3.4%		28,159,064		09/17/23		27,873,511			28,299,859

					8.8%		73,011,864				72,257,704			73,062,954

Internet & Direct Marketing Retail
	Altern Marketing LLC	09/30/20	Revolver - 8.25% (PRIME + 5.00%, 3.25% Floor)		0.4%		2,744,187		10/07/24		2,744,187			2,744,187
	Altern Marketing LLC	09/30/20	Term Loan A - 8.00% (LIBOR + 6.00%, 2.00% Floor)		1.9%		15,893,813		10/07/24		15,593,510			15,957,388

					2.3%		18,638,000				18,337,697			18,701,575

TCW DIRECT LENDING VII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, ~~2019~~2020


Industry	Issuer	Acquisition Date	Investment	% of Net Assets		Par Amount		Maturity Date		Amortized Cost		Fair Value			Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date		Amortized Cost			Fair Value

Media
															Encompass Digital Media, Inc.	10/01/18	First Lien Term Loan - 8.75% inc. PIK (LIBOR + 7.50%, 1.25% Floor, 1.13% PIK)		3.5	%	$	29,917,841		09/28/23	$	29,700,804		$	29,409,237
															Encompass Digital Media, Inc.	10/01/18	Revolver - 8.75% (LIBOR + 7.50%, 1.25% Floor)		0.1	%		866,591		09/28/23		866,591			851,859
	Encompass Digital Media, Inc.	10/01/18	First Lien Term Loan—9.43% inc. PIK (LIBOR + 6.38%, 1.25% Floor, 1.13% PIK)		3.5%	$	29,667,001		09/28/23	$	29,369,614	$	29,014,328
	Encompass Digital Media, Inc.	10/01/18	Revolver—9.43% (LIBOR + 7.50%, 1.25% Floor)		0.2%		1,733,182		09/28/23		1,733,182		1,695,052						3.6	%		30,784,432				30,567,395			30,261,096

					3.7%		31,400,183				31,102,796		30,709,380		Winsight, LLC	11/15/18	Revolver - 8.00% (LIBOR + 7.00%, 1.00% Floor)		0.2	%		1,529,553		11/15/23		1,529,553			1,341,419
															Winsight, LLC	11/15/18	Term Loan - 8.00% (LIBOR + 7.00%, 1.00% Floor)		2.8	%		26,330,387		11/15/23		25,932,621			23,091,749
	Innerworkings, Inc.	07/23/19	Term Loan—11.50% (LIBOR + 9.75%, 1.75% Floor)		4.8%		38,725,853		07/16/24		36,152,664		38,880,756
	Winsight, LLC	11/15/18	Term Loan—7.80% (LIBOR + 6.00%, 1.00% Floor)		3.6%		29,096,430		11/15/23		28,496,501		29,067,333						3.0	%		27,859,940				27,462,174			24,433,168
																											��
					12.1%		99,222,466				95,751,961		98,657,469						6.6	%		58,644,372				58,029,569			54,694,264

Metals & Mining
	DBM Global, Inc.	11/30/18	Term Loan—7.65% (LIBOR + 5.85%, 1.50% Floor)		5.9%		48,193,817		11/30/23		47,439,928		48,338,398
															DBM Global, Inc.	11/30/18	Term Loan - 7.60% (LIBOR + 5.85%, 1.75% Floor)		5.4	%		45,392,958		11/30/23		44,864,750			44,802,850
					5.9%		48,193,817				47,439,928		48,338,398
																			5.4	%		45,392,958				44,864,750			44,802,850

Multiline Retail

															Torrid LLC	06/14/19	Term Loan - 7.75% (LIBOR + 6.75%, 1.00% Floor)		3.6	%		29,261,777		12/16/24		28,788,928			29,554,395

																			3.6	%		29,261,777				28,788,928			29,554,395

Packaging

	Torrid LLC	06/14/19	Term Loan—8.69% (LIBOR + 6.75%, 1.00% Floor)		4.4%		35,293,300		12/16/24		34,578,532		35,540,353		Hoover Group, Inc.	10/01/20	Term Loan - 9.75% (LIBOR + 8.50%, 1.25% Floor)		4.0	%		33,153,118		10/01/24		32,531,809			33,517,802

					4.4%		35,293,300				34,578,532		35,540,353						4.0	%		33,153,118				32,531,809			33,517,802

Personal Products
	VPI Aware Topco, LLC	11/13/18	First Out Term Loan—8.20% (LIBOR + 6.25%, 1.00% Floor)		6.3%		52,101,811		11/13/23		51,095,160		51,372,386
															Voyant Beauty Holdings, Inc.	08/20/20	Term Loan - 9.50% (LIBOR + 8.00%, 1.50% Floor)		7.2	%		58,403,726		08/03/25		57,044,994			59,630,204
					6.3%		52,101,811				51,095,160		51,372,386
																			7.2	%		58,403,726				57,044,994			59,630,204

Publishing

															Bendon Inc.	12/11/20	Term Loan - 7.50% (LIBOR + 6.50%, 1.00% Floor)		7.2	%		60,526,400		12/11/25		59,166,965			59,557,977

																			7.2	%		60,526,400				59,166,965			59,557,977

Software

															Mondee Holdings LLC	12/20/19	Term Loan - 12.25% inc. PIK (LIBOR + 10.50%, 1.75% Floor, 12.25% PIK)		8.5	%		83,619,514		12/23/24		81,365,545			71,160,207
	Mondee Holdings LLC	12/20/19	Term Loan—11.43% inc. PIK (LIBOR + 7.00%, 1.75% Floor, 2.50% PIK)		6.7%		54,549,938		12/20/24		53,292,220		54,440,838		Quicken Parent Corp.	12/21/20	First Lien Term Loan - 9.25% (LIBOR + 8.25%, 1.00% Floor)		2.4	%		19,854,972		04/01/23		19,598,514			19,715,987

					6.7%		54,549,938				53,292,220		54,440,838						10.9	%		103,474,486				100,964,059			90,876,194

Textiles, Apparel & Luxury Goods														Textiles, Apparel & Luxury Goods
	Centric Brands Inc.(2)	11/07/18	Term Loan—7.93% (LIBOR + 6.00%, 1.50% Floor)		4.1%		33,725,753		10/29/23		33,207,452		33,455,948
	Keeco Holdings, LLC	09/19/18	Term Loan—9.55% (LIBOR + 7.75%, 1.75% Floor)		6.9%		58,730,405		03/15/24		57,772,101		56,322,458		Centric Brands Inc.(4)	10/09/20	Exit Term Loan - 10.00% (LIBOR + 9.00%, 1.00% Floor)		3.9	%		35,100,350		10/09/25		31,383,442			32,678,426
															Centric Brands Inc.(4)	10/09/20	Exit First Out Revolver - 6.50% (LIBOR + 5.50%, 1.00% Floor)		0.2	%		1,775,345		10/09/24		1,775,345			1,775,345
					11.0%		92,456,158				90,979,553		89,778,406		Keeco Holdings, LLC	09/19/18	Term Loan - 10.00% inc. PIK (LIBOR + 8.25%, 1.75% Floor, 0.50% PIK)		6.8	%		58,243,075		03/15/24		57,531,083			56,379,296

	Total Debt Investments				166.7%					$	1,349,275,231	$	1,360,505,337						10.9	%		95,118,770				90,689,870			90,833,067

															Total Debt Investments				166.9	%						1,394,170,865			1,385,674,980

TCW DIRECT LENDING VII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, ~~2019~~2020

Industry

Issuer

Investment
   % of Net
Assets    Shares    Maturity
Date    Amortized
Cost/Cost    Fair Value
   Equity Investments
Construction
Materials

   United Poly Systems Holding, Inc.(3)(4)       Common Stock    0.1%    7,550       $ 755,000    $ 607,525








            0.1%    7,550       755,000    607,525








Electronic
Equipment,
Instruments &
Components

   SMTC Corporation(2)(3)       Common Stock    0.0%    48,036       150,833    162,842
   SMTC Corporation(2)(3)       Warrant, expires 11/08/25    0.2%    399,529       1,532,279    1,354,403








                  0.2%    447,565       1,683,112    1,517,245








Media
   Innerworkings, Inc.(3)(4)       Warrant, expires 07/16/24    0.3%    530,380       1,904,067    2,922,394








            0.3%    530,380       1,904,067    2,922,394








   Total Equity Investments          0.6%          4,342,179    5,047,164








   Total Non-Controlled/Non-Affiliated Investments(5)

      167.3%          $ 1,353,617,410    $ 1,365,552,501









Cash Equivalents
Blackrock Liquidity Funds, Yield 1.52%
         21.8%    117,609,952       $ 177,609,952    $ 177,609,952








   Total Investments 189.1%                   $ 1,531,227,362    $ 1,543,162,453








   Net unrealized depreciation on unfunded commitments ((0.1%))

                  $ (786,304)


   Liabilities in Excess of Other Assets (89.0%)                      $ (726,146,423)


   Net Assets 100.0%                      $ 816,229,726


Industry	Issuer	Investment	% of Net Assets			Shares		Amortized Cost		Fair Value

	Equity
Commercial Services & Supplies
	Production Resource Group, LLC(3),(7)	Class A units		0.2	%		33,738	$	—	$	1,831,299

				0.2	%		33,738		—		1,831,299

Chemicals
	AGY Equity LLC(2),(3),(7)	Class A Preferred units		0.0	%		7,752,414		—		—
	AGY Equity LLC(2),(3),(7)	Class B Preferred units		0.0	%		10,078,138		—		—
	AGY Equity LLC(2),(3),(7)	Class C Common units		0.0	%		11,241,000		—		—

				0.0	%		29,071,552		—		—

Construction Materials
	United Poly System Holding, Inc.(3),(7)	Common Stock		0.0	%		7,550		755,000		—

				0.0	%		7,550		755,000		—

Electronic Equipment, Instruments & Components
	SMTC Corporation(3),(4)	Common Stock		0.0	%		48,036		150,833		238,258
	SMTC Corporation(3),(4)	Warrant, expires 11/08/25		0.3	%		484,326		1,938,457		2,402,257

				0.3	%		532,362		2,089,290		2,640,515

Household Durables
	Shelterlogic Group Holdings, Inc(3),(6),(7)	Common Stock		1.2	%		1,240,731		—		9,578,443

				1.2	%		1,240,731		—		9,578,443

Household Products
	Greenfield World Trade, Inc.(3),(7)	Warrant, expires 03/25/27		0.4	%		7,403		1,463,118		3,306,924

				0.4	%		7,403		1,463,118		3,306,924

Textiles, Apparel & Luxury Goods
	Centric Brands Inc.(3),(4),(7)	Membership Interests		0.0	%		159,658		—		—

				0.0	%		159,658		—		—

Software
	Mondee Holdings LLC(3),(7)	Preferred Stock		0.1	%		1,226,708		1,226,708		1,165,373

				0.1	%		1,226,708		1,226,708		1,165,373

	Total Equity Investments			2.2	%				5,534,116		18,522,554

	Total Debt and Equity Investments(8)			169.1	%			$	1,399,704,981	$	1,404,197,534

TCW DIRECT LENDING VII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, ~~2019~~2020


Industry	Issuer	Investment	% of Net Assets			Shares		Amortized Cost		Fair Value

	Cash Equivalents
	Blackrock Liquidity Funds, Yield 0.01%			14.9	%		123,627,374	$	123,627,374	$	123,627,374

	Total Investments 184.0%							$	1,523,332,355	$	1,527,824,908

	Net unrealized depreciation on unfunded commitments (0.1%)									$	(944,826	)

	Liabilities in Excess of Other Assets (83.9%)									$	(696,483,208	)

	Net Assets 100.0%									$	830,396,874

(1)

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

(2)

As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled affiliated person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2019 and December 31, 2020 along with transactions during the year ended December 31, 2020 in these controlled investments are as follows:


Name of Investment	Fair Value at December 31, 2019		Gross Additions^(a)		Gross Reductions^(b)		Realized Gains (Losses)		Net Change in Unrealized Appreciation/ Depreciation		Fair Value at December 31, 2020		Interest/ Dividend/ Other Income

AGY Holdings Corp. Opco Term Loan - 11.50% inc. PIK	$	—	$	3,391,067	$	—	$	—	$	—	$	3,391,067	$	116,419
AGY Holdings Corp. PIK Holdco Term Loan - 11.50% inc. PIK		—		23,651,102		—		—		—		23,651,102		1,156,314
AGY Equity LLC Class A Preferred units		—		—		—		—		—		—		—
AGY Equity LLC Class B Preferred units		—		—		—		—		—		—		—
AGY Equity LLC Class C Common units		—		—		—		—		—		—		—

Total Controlled Affiliated Investments	$	—	$	14,121,479	$	12,920,690	$	—	$	—	$	27,042,169	$	1,272,733

(a)

Gross additions include new purchases, PIK income and amortization of original issue and market discounts.

(b)

Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

(3)

Non-income producing.

(4)

The investment is not a qualifying asset as defined in Section 55(a) under the Investment Company Act of 1940, as amended. A business development company may not acquire an asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of December 31, ~~2019, $58,396,905~~2020, $59,843,785 or ~~3.7%~~3.8% of the Company’s total assets were represented by ~~“non-qualifying~~“non—qualifying assets.”

~~(3)~~

(5)

~~Non-income~~ ~~producing.~~Negative balance relates to an unfunded commitment that was acquired at a discount.

TCW DIRECT LENDING VII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(6)

As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, between 5% and 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2019 and December 31, 2020 along with transactions during the year ended December 31, 2020 in these affiliated investments are as follows:


Name of Investment	Fair Value at December 31, 2019		Gross Additions^(a)		Gross Reductions^(b)			Realized Gains (Losses)		Net Change in Unrealized Appreciation/ Depreciation		Fair Value at December 31, 2020		Interest/ Dividend/ Other Income
Shelterlogic Group Holdings, Inc Common Stock	$	—	$	—	$	—		$	—	$	9,578,443	$	9,578,443	$	—
SLogic Holding Corp. 2018 Term Loan B - 7.50%		25,931,407		58,776		(570,736	)		—		1,833,214		27,252,661		2,603,353

Total Non-Controlled Affiliated Investments	$	25,931,407	$	58,776	$	(570,736	)	$	—	$	11,411,657	$	36,831,104	$	2,603,353

(a)

Gross additions include new purchases, PIK income and amortization of original issue and market discounts.

~~(4)~~

(b)

Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

(7)

All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933 and may be deemed “restricted securities” under the Securities Act. As of December 31, ~~2019,~~2020, the aggregate fair value of these securities was ~~$3,529,919,~~$15,882,039, or ~~0.2%~~1.0% of the Company’s total assets.

~~(5)~~

(8)

The fair value of the SMTC Corporation common stock is based on the quoted market price of the issuer’s common stock as of December 31, ~~2019.~~2020. Such common stock is considered to be a Level 1 security within the Fair Value Hierarchy. The fair ~~values~~value of the SMTC Corporation ~~warrants and Innerworkings, Inc. warrants are~~warrant is based on the quoted market price of the issuer’s stock as of December 31, ~~2019.~~2020. Such warrants are considered to be Level 2 securities within the Fair Value Hierarchy. ~~The~~Otherwise, the fair value of each ~~non-controlled/non-affiliated~~debt and equity investment was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

~~LIBOR—London Interbank Offered Rate, generally~~ ~~1-Month~~ or ~~3-Month~~

~~Prime—~~
LIBOR - London Interbank Offered Rate, generally 1-Month or 3-Month
PRIME - Prime Rate

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled ~~$922,656,646~~$691,614,825 and ~~$111,490,592,~~$639,529,403, respectively, for the year ended December 31, ~~2019.~~2020. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.


Country Breakdown Portfolio
United States	100.0	%

See Notes to Consolidated Financial ~~Statements.~~Statements

TCW DIRECT LENDING VII LLC

Consolidated Statements of Assets and Liabilities

(Dollar amounts in thousands, except unit data)


					As of September 30, 2021		As of December 31, 2020
	As of September 30, 2020 (unaudited)		As of December 31, 2019		(unaudited)
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (amortized cost of $1,346,386 and $1,353,617)	$	1,304,386	$	1,365,553
Non-controlled/non-affiliated investments (amortized cost of $1,352,265 and $1,345,545, respectively)					$	1,359,051	$	1,340,325
Non-controlled affiliated investments (amortized cost of $26,732 and $27,118, respectively)						51,780		36,831
Controlled affiliated investments (amortized cost of $39,751 and $27,042, respectively)						39,751		27,042
Cash and cash equivalents		61,165		220,074		98,969		148,204
Receivable for investments sold						10,522		-
Interest receivable		5,197		6,344		7,062		5,292
Deferred financing costs		4,966		5,574		3,289		4,314
Due from Adviser						-		1,023
Prepaid and other assets		118		57		162		80

Total Assets	$	1,375,832	$	1,597,602	$	1,570,586	$	1,563,111


Liabilities
Term loan (net of $1,247 and $1,648 of deferred financing costs, respectively)					$	246,253	$	245,852
Revolving credit facilities payable	$	337,500	$	577,000		210,500		337,500
Term loan (net of $1,783 and $1,613 of deferred financing costs, respectively)		245,717		178,387
Repurchase obligation		23,257		-
Payable for open trades						-		125,229
Incentive fee payable						50,878		15,278
Return of capital payable						38,974		-
Management fees payable		4,948		8,689		5,415		4,955
Interest and credit facilities expense payable		2,829		3,866		2,269		2,448
Unrealized depreciation on unfunded commitments		1,182		786		999		945
Directors’ fees payable		241		-		240		-
Incentive fee payable		-		12,148
Other accrued expenses and other liabilities		600		496		548		507

Total Liabilities	$	616,274	$	781,372	$	556,076	$	732,714


Commitments and Contingencies (Note 5)
Members’ Capital
Common Unitholders’ commitment (13,734,010 units issued and outstanding)	$	1,373,401	$	1,373,401	$	1,373,401	$	1,373,401
Common Unitholders’ undrawn commitment (13,734,010 units issued and outstanding)		(548,401)		(548,401)		(165,401)		(458,401)
Common Unitholders’ return of capital		(51,639)		(4,639)		(153,683)		(53,683)
Common Unitholders’ offering costs		(633)		(633)		(633)		(633)
Accumulated Common Unitholders’ tax reclassification		(1,865)		(1,865)		(1,865)		(1,865)

Common Unitholders’ capital		770,863		817,863		1,051,819		858,819
Accumulated loss		(11,305)		(1,633)		(37,309)		(28,422)

Total Members’ Capital	$	759,558	$	816,230	$	1,014,510	$	830,397

Total Liabilities and Members’ Capital	$	1,375,832	$	1,597,602	$	1,570,586	$	1,563,111

Net Asset Value Per Unit (Note 10)	$	95.24	$	99.36	$	85.91	$	93.84

See Notes to Consolidated Financial Statements.

TCW DIRECT LENDING VII LLC

Consolidated Statements of Operations (Unaudited)

(Dollar amounts in thousands, except unit data)


											For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	For the three months ended September 30,					For the nine months ended September 30,
	2020		2019			2020			2019		2021		2020		2021		2020

Investment Income
Interest income from non-controlled/non-affiliated investments	$	29,145	$	24,893		$	89,258		$	56,495
Interest income from non-controlled/non-affiliated investments paid-in-kind		5,669		132			15,206			271
Other fee income from non-controlled/non-affiliated investments		-		27			231			98

Non-controlled/non-affiliated investments:

Interest income											$	32,419	$	29,145	$	98,409	$	89,258

Interest income paid-in-kind												4,414		5,669		15,785		15,206

Other fee income												231		-		373		231

Non-controlled affiliated investments:

Interest income												513		-		1,531		-

Controlled affiliated investments:

Interest income												1,055		-		2,411		-

Interest income paid-in-kind												834		-		1,855		-



Total investment income		34,814		25,052			104,695			56,864		39,466		34,814		120,364		104,695

Expenses

Incentive fees												7,085		-		35,600		(12,148)

Management fees												5,415		4,948		16,140		14,858

Interest and credit facilities expenses		4,886		6,891			18,095			16,087		3,793		4,886		12,742		18,095
Management fees		4,948		3,853			14,858			8,494

Professional fees												264		225		1,023		1,014

Administrative fees		337		290			1,048			709		373		337		1,108		1,048
Professional fees		225		185			1,014			871

Directors’ fees		97		94			293			284		98		97		301		293
Incentive fees		-		5,232			(12,148	)		9,757

Other expenses		87		(5	)		184			91		56		87		1,340		184



Total expenses		10,580		16,540			23,344			36,293		17,084		10,580		68,254		23,344



Net investment income	$	24,234	$	8,512		$	81,351		$	20,571	$	22,382	$	24,234	$	52,110	$	81,351

Net realized and unrealized gain (loss) on investments
Net realized gain on non-controlled/non-affiliated investments	$	-	$	302		$	1,943		$	751
Net change in unrealized appreciation/depreciation on non-controlled/non-affiliated investments		21,505		4,478			(54,331	)		8,802


Net realized and unrealized gain (loss) on investments	$	21,505	$	4,780		$	(52,388	)	$	9,553

Net realized gain (loss):

Non-controlled/non-affiliated investments											$	(210)	$	-	$	1,716	$	1,943

Net change in unrealized appreciation/depreciation:

Non-controlled/non-affiliated investments												(1,840)		21,505		11,953		(54,331)

Non-controlled affiliated investments												8,005		-		15,334		-



Net realized and unrealized gain (loss) on investments											$	5,955	$	21,505	$	29,003	$	(52,388)



Net increase in Members’ Capital from operations	$	45,739	$	13,292		$	28,963		$	30,124	$	28,337	$	45,739	$	81,113	$	28,963



Basic and diluted:

Income per unit	$	3.33	$	0.97		$	2.11		$	2.19	$	2.06	$	3.33	$	5.90	$	2.11

See Notes to Consolidated Financial Statements

TCW DIRECT LENDING VII LLC

Consolidated Statements of Changes in Members’ Capital (Unaudited)

(Dollar amounts in thousands, except unit data)


	Common Unitholders’ Capital			Accumulated Earnings (Loss)			Total			Common Unitholders’ Capital		Accumulated Earnings (Loss)		Total
Members’ Capital at December 31, 2019	$	817,863		$	(1,633	)	$	816,230

Members’ Capital at January 1, 2020										$	817,863	$	(1,633)	$	816,230

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

Net investment income		—			35,292			35,292			-		35,292		35,292

Net realized gain on investments		—			1,943			1,943			-		1,943		1,943

Net change in unrealized appreciation/depreciation on investments		—			(66,230	)		(66,230	)		-		(66,230)		(66,230)


Total Decrease in Members’ Capital for the three months ended March 31, 2020		—			(28,995	)		(28,995	)		-		(28,995)		(28,995)



Members’ Capital at March 31, 2020	$	817,863		$	(30,628	)	$	787,235		$	817,863	$	(30,628)	$	787,235



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

Net investment income		—			21,825			21,825			-		21,825		21,825

Net change in unrealized appreciation/depreciation on investments		—			(9,606	)		(9,606	)		-		(9,606)		(9,606)

Distributions to Members from:

Distributable earnings		—			(38,635	)		(38,635	)		-		(38,635)		(38,635)

Total Decrease in Members’ Capital for the three months ended June 30, 2020		—			(26,416	)		(26,416	)		-		(26,416)		(26,416)



Members’ Capital at June 30, 2020	$	817,863		$	(57,044	)	$	760,819		$	817,863	$	(57,044)	$	760,819



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

Net investment income		—			24,234			24,234			-		24,234		24,234

Net change in unrealized appreciation/depreciation on investments		—			21,505			21,505			-		21,505		21,505

Distributions to Members from:

Return of capital		(47,000	)		—			(47,000	)		(47,000)		-		(47,000)


Total (Decrease) Increase in Members’ Capital for the three months ended September 30, 2020		(47,000	)		45,739			(1,261	)		(47,000)		45,739		(1,261)


Members’ Capital at September 30, 2020	$	770,863		$	(11,305	)	$	759,558		$	770,863	$	(11,305)	$	759,558



Members’ Capital at January 1, 2021										$	858,819	$	(28,422)	$	830,397

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

Net investment income											-		6,762		6,762

Net realized gain on investments											-		1,221		1,221

Net change in unrealized appreciation/depreciation on investments											-		15,123		15,123

Distributions to Members from:

Distributable earnings											-		(24,000)		(24,000)

Increase in Members’ Capital Resulting from Capital Activity:

Contributions											127,000		-		127,000



Total Increase (Decrease) in Members’ Capital for the three months ended March 31, 2021											127,000		(894)		126,106


Members’ Capital at March 31, 2021										$	985,819	$	(29,316)	$	956,503



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

Net investment income											-		22,966		22,966

Net realized gain on investments											-		705		705

Net change in unrealized appreciation/depreciation on investments											-		5,999		5,999

Distributions to Members from:

Distributable earnings											-		(36,000)		(36,000)

Increase in Members’ Capital Resulting from Capital Activity:

Contributions											166,000		-		166,000



Total Increase (Decrease) in Members’ Capital for the three months ended June 30, 2021											166,000		(6,330)		159,670



Members’ Capital at June 30, 2021										$	1,151,819	$	(35,646)	$	1,116,173



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

Net investment income											-		22,382		22,382

Net realized loss on investments											-		(210)		(210)

Net change in unrealized appreciation/depreciation on investments											-		6,165		6,165

Distributions to Members from:

Distributable earnings											-		(30,000)		(30,000)

Return of capital											(100,000)		-		(100,000)


Total Decrease in Members’ Capital for the three months ended September 30, 2021											(100,000)		(1,663)		(101,663)



Members’ Capital at September 30, 2021										$	1,051,819	$	(37,309)	$	1,014,510

See Notes to Consolidated Financial Statements.

TCW DIRECT LENDING VII LLC

Consolidated Statements of ~~Changes in Members’ Capital~~Cash Flows (Unaudited) ~~(Continued)~~

(Dollar amounts in thousands, except unit data)

   Common
Unitholders’
Capital Accumulated
Earnings (Loss) Total
Members’ Capital at December 31, 2018
   $    398,367 $ 3,037 $    401,404
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
   —   3,418 3,418
Net investment income
   —   418 418
Net realized on investments
   —      4,911 4,911
Net change in unrealized appreciation/depreciation on investments
   —
Distributions to Members from:

Distributable earnings
   —   (1,865 ) (1,865 )
Return of capital
   (154,329 ) —   (154,329 )
Increase in Members’ Capital Resulting from Capital Activity:

Contributions
   145,329 —   145,329


Total (Decrease) Increase in Members’ Capital for the three months ended March 31, 2019
   (9,000 ) 6,882 (2,118 )


Members’ Capital at March 31, 2019
   $ 389,367 $ 9,919 $ 399,286


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

Net investment income
   —   8,641 8,641
Net realized gain on investments
   —   31 31
Net change in unrealized appreciation/depreciation on investments
   —   (587 ) (587 )
Increase in Members’ Capital Resulting from Capital Activity:

Contributions
   70,000 —   70,000


Total Increase in Members’ Capital for the three months ended June 30, 2019
   70,000 8,085 78,085


Members’ Capital at June 30, 2019
   $ 459,367 $ 18,004 $ 477,371


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

Net investment income
   —   8,512 8,512
Net realized gain on investments
   —   302 302
Net change in unrealized appreciation/depreciation on investments
   —   4,478 4,478
Increase in Members’ Capital Resulting from Capital Activity:

Contributions
   140,000 —   140,000


Total Increase in Members’ Capital for the three months ended September 30, 2019
   140,000 13,292 153,292


Members’ Capital at September 30, 2019
   $ 599,367 $ 31,296 $ 630,663


	For the Nine Months Ended September 30,
	2021		2020

Cash Flows from Operating Activities

Net increase in net assets resulting from operations	$	81,113	$	28,963

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

Purchases of investments		(542,082)		(363,389)

Interest income paid-in-kind		(17,640)		(15,206)

Proceeds from sales and paydowns of investments		552,155		395,865

Net realized gain on investments		(1,716)		(1,943)

Net change in unrealized appreciation/depreciation on investments		(27,287)		54,331

Amortization of premium and accretion of discount, net		(9,760)		(8,096)

Amortization of deferred financing costs		2,084		2,327

Increase (decrease) in operating assets and liabilities:

(Increase) decrease in receivable for investments sold		(10,522)		-

(Increase) decrease in interest receivable		(1,770)		1,147

(Increase) decrease in due from Adviser		1,023		-

(Increase) decrease in prepaid and other assets		(82)		(61)

Increase (decrease) in payable for open trades		(125,229)		-

Increase (decrease) in incentive fees payable		35,600		(12,148)

Increase (decrease) in management fees payable		460		(3,741)

Increase (decrease) in interest and credit facilities expense payable		(179)		(1,037)

Increase (decrease) in directors’ fees payable		240		241

Increase (decrease) in other accrued expenses and liabilities		41		104


Net cash (used in) provided by operating activities	$	(63,551)	$	77,357



Cash Flows from Financing Activities

Contributions	$	293,000	$	-

Distributions		(90,000)		(38,635)

Return of capital		(61,026)		(47,000)

Deferred financing costs paid		(658)		(1,888)

Proceeds from credit facilities		173,000		48,000

Repayments of credit facilities		(300,000)		(220,000)

Proceeds from repurchase obligation		125,229		23,257

Repayments of repurchase obligation		(125,229)		-



Net cash provided by (used in) financing activities	$	14,316	$	(236,266)



Net decrease in cash and cash equivalents	$	(49,235)	$	(158,909)



Cash and cash equivalents, beginning of period	$	148,204	$	220,074



Cash and cash equivalents, end of period	$	98,969	$	61,165



Supplemental and non-cash financing activities

Interest expense paid	$	10,724	$	15,662

See Notes to Consolidated Financial Statements.

TCW DIRECT LENDING VII LLC

~~Consolidated Statements of Cash Flows (Unaudited)~~

~~(Dollar amounts in thousands, except unit data)~~

   For the nine months ended
   September 30,
   2020 2019
Cash Flows from Operating Activities

Net increase in net assets resulting from operations
   $ 28,963 $ 30,124
Adjustments to reconcile the net (decrease) increase in net assets resulting from operations to net cash provided by operating activities:

Purchases of investments
   (363,389 ) (609,789 )
Interest income paid-in-kind
   (15,206 ) (271 )
Proceeds from sales and paydowns of investments
   395,865 93,923
Net realized gain on investments
   (1,943 ) (751 )
Net change in unrealized appreciation/depreciation on investments
   54,331 (8,802 )
Amortization of premium and accretion of discount, net
   (8,096 ) (3,544 )
Amortization of deferred financing costs
   2,327 1,645
Increase (decrease) in operating assets and liabilities:

(Increase) decrease in interest receivable
   1,147 (3,513 )
(Increase) decrease in receivable for investments sold
   —   (8,808 )
(Increase) decrease in prepaid and other assets
   (61 ) 804
Increase (decrease) in interest and credit facilities expense payable
   (1,037 ) 2,383
Increase (decrease) in management fees payable
   (3,741 ) 1,545
Increase (decrease) in directors’ fees payable
   241 215
Increase (decrease) in organization costs payable to Adviser
   —   (741 )
Increase (decrease) in offering costs payable to Adviser
   —   (633 )
Increase (decrease) in directors’ fees reimbursable to Adviser
   —   (92 )
Increase (decrease) in incentive fees payable
   (12,148 ) 9,757
Increase (decrease) in other accrued expenses and liabilities
   104 142


Net cash provided by (used in) operating activities
   $ 77,357 $ (496,406 )


Cash Flows from Financing Activities

Contributions
   $ —   $ 347,453
Distributions
   (38,635 ) (1,865 )
Return of capital
   (47,000 ) —
Return of unused capital
   —   (146,453 )
Deferred financing costs paid
   (1,888 ) (6,953 )
Proceeds from credit facilities
   48,000 268,000
Repayments of credit facilities
   (220,000 ) (76,000 )
Proceeds from repurchase obligation
   23,257 —


Net cash (used in) provided by financing activities
   $ (236,266 ) $ 384,182


Net decrease in cash and cash equivalents
   $ (158,909 ) $ (112,224 )


Cash and cash equivalents, beginning of period
   $    220,074 $    160,995


Cash and cash equivalents, end of period
   $ 61,165 $ 48,771


Supplemental and non-cash financing activities

Interest expense paid
   $ 15,662 $ 10,631
~~See Notes to Consolidated Financial Statements.~~
18

~~TCW DIRECT LENDING VII LLC~~

Notes to Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except for unit data)

September 30, ~~2020~~2021

1. Organization and Basis of Presentation

Organization: TCW Direct Lending VII LLC (the “Company”) was formed as a Delaware limited liability company on May 23, 2017. The Company engaged in a private offering of its common limited liability company units (the “Units”) to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). In addition, the Company may issue preferred units (“Preferred Units”), though it currently has no intention to do so. On August 18, 2017, the Company sold and issued 10 Units at an aggregate purchase price of $1 to TCW Asset Management Company LLC (the “Adviser”), an affiliate of the TCW Group, Inc. The Company commenced operations during the second quarter of fiscal year 2018.

The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company has also elected to be treated for U.S. federal income tax purposes as a Regulated Investment Company (a “RIC”) under Subchapter M of the U.S Internal Revenue Code of 1986, as amended (the “Code”), beginning fiscal year 2018. The Company is required to meet the minimum distribution and other requirements for RIC qualification. As a BDC and a RIC, the Company is required to comply with certain regulatory requirements.

During 2018, the Company formed two Delaware limited liability companies which each have a single member interest owned by the Company. On February 12, 2020, the Company formed aits third wholly-owned subsidiary, TCW DLG Funding VII 2020-1 LLC, a single member Delaware limited liability company.

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant

intercompany transactions and balances have been eliminated in consolidation.

Term: The term of the Company will continue until the sixth anniversary of the Initial Closing Date (as defined below), April 13, 2024, unless extended or sooner dissolved as provided in the Company’s amended and restated limited liability agreement (the “LLC Agreement”) or by operation of law. The Company may extend the term for two additional one-year periods upon written notice to the holders of the Units (the “Unitholders) and holders of preferred units, if any, (together with the Unitholders, the ~~��Members”~~“Members”) at least 90 days prior to the expiration of the term or the end of the first one-year period. Thereafter, the term may be extended for successive one-year periods, with the vote or consent of a supermajority in interest of the holders of the Units.

Commitment Period: The Commitment Period commenced on April 13, 2018 (the “Initial Closing Date”), the day on which the Company completed the first closing of the sale of its Units to persons not affiliated with the Adviser and ~~will end~~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 the Company first completed an investment.

The Commitment Period is subject to termination upon the occurrence of a Key Person Event defined as follows: A “Key Person Event” will occur if, during the Commitment Period, (i) Richard T. Miller and one or more of Suzanne Grosso, Mark Gertzof or James S. Bold (each of such four persons, a “Key Person”) fail to devote substantially all of their business time to the investment activities of the Company, the prior funds, any successor funds and any fund(s) managed by the Adviser or an affiliate of the Adviser that ~~co-invest~~ ~~or potentially~~ ~~co-invest~~ with the Company, on a combined basis (together, the “Related Entities”); or (ii) Ms. Grosso, Mr. Gertzof and Mr. Bold all fail to devote substantially all of their business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a temporary disability; provided, that, if a replacement has been approved as described in the paragraphs below, such replacement shall be specifically designated to take the place of one of the above-named individuals and the definition of “Key Person Event” will be amended to take into account such successor. Upon the occurrence of a Key Person Event, and in the event that the Adviser fails to replace the above-referenced individuals in the manner contemplated in this paragraph, the Commitment Period shall be automatically terminated upon such Key Person Event. The Commitment Period will be ~~re-instated~~ upon the vote or written consent of 66 2/3% in interest of the Unitholders. The Adviser is permitted at any time to replace any person designated above with a senior professional (including a Key Person) selected by the Adviser, provided that such replacement has been approved by a majority of the Unitholders (in which case, the approved substitute will be a Key Person in lieu of the person replaced). If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be reinstated.

If, during the Commitment Period, any Key Person shall fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities other than as a result of a temporary disability (the occurrence of such event, a “Key Person Departure”), the Company shall provide written notice to Unitholders of such Key Person Departure within 30 days of the date of such Key Person Departure.

~~TCW DIRECT LENDING VII LLC~~

~~Notes to Consolidated Financial Statements (Unaudited) (Continued)~~

~~(Dollar amounts in thousands, except for unit data)~~

~~September 30, 2020~~

~~1. Organization and Basis of Presentation (Continued)~~

If a Key Person Departure occurs during the Commitment Period and the Adviser determines to replace such Key Person, the Company shall obtain the approval of such replacement by a majority in interest of the Unitholders no later than the date of the Company’s next annual meeting; provided that the Company may, in its discretion, determine to obtain the approval of such replacement no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key Person.

If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided in the paragraph above, then the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person.

In accordance with the Company’s LLC Agreement, the Company may complete investment transactions that were significantly in process as of the end of the Commitment Period and which the Company reasonably expects to be consummated prior to 90 days subsequent to the expiration date of the Commitment Period. The Company may also effect follow-on investments in existing portfolio companies up to an aggregate maximum of 10% of Capital Commitments (as defined below).

Capital Commitments: On the Initial Closing Date, the Company began accepting subscription agreements from investors for the private sale of its Units. On January 14, 2019, the Company completed its fourth and final closing sale of Units. The Company sold 13,734,010 Units for an aggregate offering price of $1,373,401. Each Unitholder is obligated to contribute capital equal to its respective capital commitment to the Company (the “Commitment”) and each Unit’s Commitment obligation is $100.00 per unit. The sale of the Units was made pursuant to subscription agreements entered into by the Company and each investor. Under the terms of the subscription agreements, the Company may draw down all or any portion of the undrawn commitment with respect to each Unit generally upon at least ten business days’ prior written notice to the unitholders. The amount of capital that remains to be drawn down and contributed is referred to as an “Undrawn Commitment”.

TCW DIRECT LENDING VII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

September 30, 2021

1. Organization and Basis of Presentation (Continued)

The commitment amount funded does not include amounts contributed in anticipation of a potential investment that the Company did not consummate and therefore returned to the Members as unused capital. As of September 30, ~~2020,~~2021, aggregate Commitments, Undrawn Commitments, percentage of Commitments funded and the number of subscribed for Units of the Company were as follows:

       Commitments        Undrawn
    Commitments        % of
    Commitments
Funded            Units
Unitholder
     $ 1,373,401        $ 548,401      60.1%      13,734,010
       Commitments        Undrawn
      Commitments          % of
      Commitments
Funded            Units
Unitholder
   $ 1,373,401    $ 165,401    88.0%    13,734,010
Recallable Amount: A Unitholder may be required to re-contribute amounts distributed equal to (a) such Unitholder’s share of all portfolio investments that are repaid to the Company, or otherwise recouped by the Company, and distributed to the Unitholder, in whole or in part, during or after the Commitment period, reduced by (b) all re-contributions made by such Unitholder. This amount, (the “Recallable Amount”) is excluded from the calculation of the accrual based net asset value.
The Recallable Amount as of September 30, ~~2020~~2021 was ~~$51,639.~~$153,683.
2. Significant Accounting Policies
Basis of Presentation: The Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies, (“ASC 946”). The Company has also consolidated the results of its wholly-owned subsidiaries in its consolidated financial statements in accordance with ASC 946.
Use of Estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the consolidated financial statements, (ii) the reported amounts of income and expenses during the years presented and (iii) disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates, and such differences could be material.
20

~~TCW DIRECT LENDING VII LLC~~

~~Notes to Consolidated Financial Statements (Unaudited) (Continued)~~

~~(Dollar amounts in thousands, except for unit data)~~

~~September 30, 2020~~

~~2. Significant Accounting Policies (Continued)~~

Investments: The Company measures the fair value of its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosure (“ASC 820”). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers the principal market of its investments to be the market in which the investment trades with the greatest volume and level of activity.

Transactions: The Company records investment transactions on the trade date. The Company considers the trade date for investments not traded on a recognizable exchange, or traded in the over-the-counter markets, to be the date on which the Company receives legal or contractual title to the asset and bears the risk of loss.

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

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

TCW DIRECT LENDING VII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

September 30, 2021

2. Significant Accounting Policies (Continued)

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

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection.

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

Organization and Offering Costs: The Company expensed organization costs totaling $740 (net of $380 in Adviser reimbursement) since its inception through December 31, 2018. Offering costs totaling $633 (net of $324 in Adviser reimbursement) ~~was~~were charged directly to Members’ Capital on December 31, 2018. No additional organization and offering costs were incurred subsequent to December 31, 2018. The Company did not bear more than an amount equal to 10 basis points of the aggregate capital commitments for organization and offering expenses.

Cash and Cash Equivalents: The Company considers all investments with a maturity of three months or less at the time of acquisition to be cash equivalents. As of September 30, ~~2020,~~2021, cash and cash equivalents are comprised of demand deposits and highly liquid investments with maturities of three months or less. Cash equivalents are carried at amortized costs which approximates fair value and are classified as Level 1 in the GAAP valuation hierarchy.

~~TCW DIRECT LENDING VII LLC~~

~~Notes to Consolidated Financial Statements (Unaudited) (Continued)~~

~~(Dollar amounts in thousands, except for unit data)~~

~~September 30, 2020~~

~~2. Significant Accounting Policies (Continued)~~

Income Taxes: The Company has elected to be regulated as a BDC under the 1940 Act. The Company also elected to be treated as a RIC under the Code beginning with the taxable year ending December 31, 2018. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its ~~stockholders~~Unitholders as dividends. Rather, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

Recent Accounting Pronouncements: ~~On August 28, 2018,~~In March 2020, the FASB issued ~~ASU~~Accounting Standards Update (ASU) ~~2018-13,~~No. 2020-04, ~~Fair Value Measurement~~Reference Rate Reform (Topic ~~820): Disclosure Framework – Changes~~848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in the ASU provides optional temporary financial reporting relief from the effect of certain types of contract modifications due to the ~~Disclosure Requirements for Fair Value Measurement~~. The updated guidance modifies the disclosure requirements on fair value measurements by (1) removing certain disclosure requirements including policies related to valuation processes and the timing of transfers between levelsplanned discontinuation of the ~~fair value hierarchy, (2) amending disclosure requirements related to measurement uncertainty from the use~~London Interbank Offered Rate (“LIBOR”) and other interbank offered reference rates as of significant unobservable inputs, and (3) adding certain new disclosure requirements including changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of ~~the reporting period and the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This~~2021. The ASU is effective for ~~fiscal years beginning after~~certain reference rate-related contract modifications that occur during the period March 12, 2020 through December ~~15, 2019, including interim periods therein, with early adoption permitted. As permitted by~~31, 2022. The Company does not expect the ~~ASU, the Company early adopted the following applicable provisions of the ASU:~~

~~removed the Company’s disclosure of policy for timing of transfers between levels;~~

~~removed the disclosure describing the Company’s valuation process for Level 3 fair value measurements;~~

for investments measured using net asset values, disclosed (1) the timing of liquidation of an investee’s assets and (2) the date when redemption restrictions will lapse, to the extent that such information has been publicly announced by the investee; and

~~disclosed information about the uncertainty of Level 3 fair value measurements as of the reporting date, rather than at a point in the future.~~

During the fourth quarter of 2019, the Company adopted the remaining provisions of the ASU which included adding the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The adoption of ~~the~~this ASU ~~did not~~to have a material impact on the ~~Company’s~~ consolidated financial statements.

TCW DIRECT LENDING VII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

September 30, 2021

3. Investment Valuations and Fair Value Measurements

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

Investments for which market quotes are not readily available or are not considered reliable are valued at fair value and approved by the Board of Directors (the “Board”) based on similar instruments, internal assumptions and the weighting of the best available pricing inputs.

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

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

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

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

~~TCW DIRECT LENDING VII LLC~~

~~Notes to Consolidated Financial Statements (Unaudited) (Continued)~~

~~(Dollar amounts in thousands, except for unit data)~~

~~September 30, 2020~~

~~3. Investment Valuations and Fair Value Measurements (Continued)~~

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. A discounted cash flow approach incorporating a weighted average cost of capital is generally used to determine fair value or, in some cases, 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 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.

TCW DIRECT LENDING VII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

September 30, 2021

3. Investment Valuations and Fair Value Measurements (Continued)

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.

The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Consolidated Schedule of Investments as of September 30, ~~2020:~~2021:


Investments	Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total

Debt	$	—	$	—	$	1,298,008	$	1,298,008		$	—	$	—	$	1,417,477	$	1,417,477
Equity		174		3,032		3,172		6,378			—		—		33,105		33,105
Cash equivalents		48,350		—		—		48,350			—		—		—		—

Total Assets	$	48,524	$	3,032	$	1,301,180	$	1,352,736

Total										$	—	$	—	$	1,450,582	$	1,450,582


The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Consolidated Schedule of Investments as of December 31, 2020:									The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Consolidated Schedule of Investments as of December 31, 2020:
Investments										Level 1		Level 2		Level 3		Total

Debt										$	—	$	—	$	1,385,675	$	1,385,675
Equity											238		2,402		15,883		18,523
Cash equivalents											123,627		—		—		123,627


Total										$	123,865	$	2,402	$	1,401,558	$	1,527,825

The following istables provide a ~~summary by major security type~~reconciliation of the ~~fair valuations according to~~beginning and ending balances for total investments that use Level 3 inputs ~~used in valuing investments listed in~~for the ~~Consolidated Schedule of Investments as of December 31, 2019:~~three and nine months ended September 30, 2021:

Investments
   Level 1    Level 2    Level 3    Total
Debt
   $ —    $ —    $ 1,360,505    $ 1,360,505
Equity
   163    4,277    608    5,048
Cash equivalents
   177,610    —    —    177,610








Total Assets
   $     177,773    $     4,277    $     1,361,113    $     1,543,163








                       Debt                                  Equity                                       Total
Balance, July 1, 2021
   $ 1,458,634 $ 24,959    $ 1,483,593
Purchases, including payments received in-kind
   29,753 —    29,753
Sales and paydowns of investments
   (70,810 ) —    (70,810)
Amortization of premium and accretion of discount, net
   2,378 —    2,378
Net realized gains (losses)
   (210 ) —    (210)
Net change in unrealized appreciation/depreciation
   (2,268 ) 8,146    5,878




Balance, September 30, 2021
   $ 1,417,477 $ 33,105    $ 1,450,582




Net change in unrealized appreciation/depreciation in investments held as of September 30, 2021
   $ (1,518 ) $ 8,146    $ 6,628
23

TCW DIRECT LENDING VII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

September 30, ~~2020~~2021

3. Investment Valuations and Fair Value Measurements (Continued)

                       Debt                                           Equity                                     Total
Balance, January 1, 2021
   $ 1,385,675    $ 15,883    $ 1,401,558
Purchases, including payments received in-kind
   557,620    2,101    559,721
Sales and paydowns of investments
   (545,825)    (3,117)    (548,942)
Amortization of premium and accretion of discount, net
   9,760    —    9,760
Net realized (losses) gains
   (2,019)    2,612    593
Net change in unrealized appreciation/depreciation
   12,266    15,626    27,892






Balance, September 30, 2021
   $ 1,417,477    $ 33,105    $ 1,450,582






Net change in unrealized appreciation/depreciation in investments held as September 30, 2021
   $ 13,083    $ 17,458    $ 30,541
The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three and nine months ended September 30, 2020:

   Debt    Equity    Total                        Debt                                  Equity                                     Total
Balance, July 1, 2020
   $ 1,256,268      $ 3,053      $ 1,259,321        $ 1,256,268          $ 3,053          $ 1,259,321
Purchases*
   108,268      212      108,480
Purchases, including payments received in-kind
   108,268 212 108,480
Sales and paydowns of investments
   (90,192)    —      (90,192)    (90,192 ) — (90,192 )
Amortization of premium and accretion of discount, net
   3,508      —      3,508      3,508 — 3,508
Net change in unrealized appreciation/depreciation
   20,156      (93)    20,063      20,156 (93 ) 20,063








Balance, September 30, 2020
   $     1,298,008      $     3,172      $     1,301,180        $ 1,298,008    $ 3,172   $ 1,301,180








Net change in unrealized appreciation/depreciation in investments
held as of September 30, 2020
   $ 20,643      $ 514      $ 21,157        $ 20,643   $ 514   $ 21,157

*
~~Includes payments received~~ ~~in-kind~~

   Debt    Equity    Total
Balance, January 1, 2020
   $ 1,360,505      $ 608      $ 1,361,113
Purchases*
   375,906      2,689      378,595
Sales and paydowns of investments
   (395,865)    —      (395,865)
Amortization of premium and accretion of discount, net
   8,096      —      8,096
Net realized gains
   1,943      —      1,943
Net change in unrealized appreciation/depreciation
   (52,577)    (125)    (52,702)






Balance, September 30, 2020
   $     1,298,008      $     3,172      $     1,301,180






Net change in unrealized appreciation/depreciation in investments
held as of September 30, 2020
   $ (50,916)    $ 482      $ (50,434)
*
~~Includes payments received~~ ~~in-kind~~
                       Debt                                  Equity                                     Total
Balance, January 1, 2020
     $ 1,360,505            $ 608          $ 1,361,113
Purchases, including payments received in-kind
   375,906 2,689 378,595
Sales and paydowns of investments
   (395,865 ) — (395,865 )
Amortization of premium and accretion of discount, net
   8,096 — 8,096
Net realized gains
   1,943 — 1,943
Net change in unrealized appreciation/depreciation
   (52,577 ) (125 ) (52,702 )


Balance, September 30, 2020
     $ 1,298,008   $ 3,172   $ 1,301,180


Net change in unrealized appreciation/depreciation in investments held as of September 30, 2020
     $ (50,916 )   $ 482   $ (50,434 )
The ~~following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for~~Company did not have any transfers between levels during the three and nine months ended September 30, ~~2019:~~2021 and 2020.

   Debt    Equity    Total
Balance, July 1, 2019
   $ 699,995      $ —      $ 699,995
Purchases*
   422,712      755      423,467
Sales and paydowns of investments
   (64,130)    —      (64,130)
Amortization of premium and accretion of discount, net
   1,837      —      1,837
Net realized gains
   302      —      302
Net change in unrealized appreciation/depreciation
   5,560      (748)    4,812






Balance, September 30, 2019
   $     1,066,276      $ 7      $     1,066,283






Change in net unrealized appreciation/depreciation in investments held as of
September 30, 2019
   $ 5,706      $       (748)    $ 4,958
*
~~Includes payments received~~ ~~in-kind~~
24

TCW DIRECT LENDING VII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

September 30, ~~2020~~2021

3. Investment Valuations and Fair Value Measurements (Continued)

   Debt    Equity    Total
Balance, January 1, 2019
   $ 538,926      $         —      $ 538,926
Purchases*
   606,811      755      607,566
Sales and paydowns of investments
   (93,484)    —      (93,484)
Amortization of premium and accretion of discount, net
   3,544      —      3,544
Net realized gains
   751      —      751
Net change in unrealized appreciation/depreciation
   9,728      (748)    8,980






Balance, September 30, 2019
   $     1,066,276      $ 7      $     1,066,283






Change in net unrealized appreciation/depreciation in investments held as of
September 30, 2019
   $ 9,977      $ (748)    $ 9,229
*
~~Includes payments received~~ ~~in-kind~~
~~The Company did not have any transfers between levels during the three and nine months ended September 30, 2020 and 2019.~~
Level 3 Valuation and Quantitative Information: The following table summarizes the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of September 30, ~~2020:~~2021:

Investment Type
   Fair Value
Valuation
Technique

Unobservable
Input

Range

Weighted
Average*

Impact to
Valuation from an
Increase in Input
Debt
   $ 1,184,055        Income Method        Discount Rate    5.4% to 22.3%    10.3%    Decrease
Debt
   $ 37,842        Income Method          Take Out Indication        103.0% to 103.0%          103.0%          Increase
Debt
   $ 12,817        Market Method        EBITDA Multiple    8.8x to 9.8x    N/A    Increase
Debt
   $ 25,697        Market Method        EBITDA Multiple    6.5x to 7.5x    N/A    Increase
         Revenue Multiple    0.6x to 0.8x    N/A    Increase
Debt
   $ 37,597        Market Method        Revenue Multiple    0.5x to 1.7x    N/A    Increase
Equity
   $ 1,945        Market Method        EBITDA Multiple    5.5x to 11.3x    N/A    Increase
Equity
   $ 1,227        Market Method        Indicative Bid    100.0% to 100.0%    N/A    Increase
Equity
   $ —        Market Method        Revenue Multiple    0.5x to 0.7x    N/A    Increase
Equity
   $ —        Market Method        EBITDA Multiple    6.5x to 7.5x    N/A    Increase
         Revenue Multiple    0.6x to 0.8x    N/A    Increase
Investment Type
           Fair Value            Valuation
  Technique        Unobservable
Input Range Weighted
Average*    Impact to
Valuation from an
Increase in Input
Debt
   $ 1,292,542    Income Method    Discount Rate 5.9% to 19.5% 10.7%    Decrease
Debt
   $ 26,825    Market Method    EBITDA Multiple 6.0x to 7.0x N/A    Increase
      Income Method    Take Out Indication 100.0% to 100.0% N/A    Increase
Debt
   $ 39,751    Market Method    Revenue Multiple 0.6x to 0.8x N/A    Increase
Debt
   $ 58,359    Income Method    Discount Rate 5.9% to 7.9% 7.2%    Decrease
      Income Method    Take Out Indication 100.0% to 100.0% N/A    Increase
Equity
   $ 25,028    Market Method    EBITDA Multiple 6.0x to 7.5x N/A    Increase
Equity
   $ —    Market Method    Revenue Multiple 0.6x to 0.8x N/A    Increase
Equity
   $ 7,169    Market Method    EBITDA Multiple 8.5x to 9.5x N/A    Increase
      Income Method    Implied Volatility 30.0% to 40.0% N/A    Increase
         Expected Term
(in years)
1.0 to 6.0 N/A    Increase
Equity
   $ 908    Market Method    Revenue Multiple 1.8x to 2.8x N/A    Increase
      Income Method    Implied Volatility 35.0% to 45.0% N/A    Increase
         Expected Term
(in years)
0.5 to 1.0 N/A    Increase
*
Weighted based on fair value
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except for unit data)
September 30, 2021
3. Investment Valuations and Fair Value Measurements (Continued)
The following table summarizes the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of December 31, ~~2019:~~2020:

Investment Type
   Fair Value
Valuation
Technique

    Unobservable
Input

Range

Weighted
Average*

Impact to
Valuation from an
Increase in Input
Debt
   $ 1,331,271        Income Method        Discount Rate    6.1% to 22.3%    9.5%    Decrease
Debt
   $ 29,234        Income Method        Discount Rate    6.2% to 7.4%    7.0%    Decrease
             Take Out Indication        101.1% to 101.1%          101.1%          Increase
Equity
   $ 608        Market Method        EBITDA Multiple    4.3x to 5.3x    N/A    Increase
Investment Type
        Fair Value         Valuation
Technique             Unobservable
Input Range Weighted
  Average*   Impact to
  Valuation from an
Increase in Input
Debt
$     1,240,657   Income Method   Discount Rate 5.0% to 20.8% 10.1% Decrease
Debt
$ 13,911 Market Method EBITDA Multiple 8.9x to 9.9x N/A Increase
Debt
$ 27,253 Market Method EBITDA Multiple 7.3x to 8.3x N/A Increase
Revenue Multiple 0.8x to 1.0x N/A Increase
Debt
$ 38,742 Market Method Revenue Multiple 0.6x to 2.3x N/A Increase
Debt
$ 65,112 Income Method Discount Rate 6.9% to 10.1% 9.0% Decrease
Market Method Indicative Bid   101.6% to 102.0%   N/A Increase
Equity
$ — Market Method EBITDA Multiple 7.5x to 8.5x N/A Increase
Equity
$ 1,831 Market Method Revenue Multiple 0.6x to 2.3x N/A Increase
Equity
$ 9,578 Market Method EBITDA Multiple 5.0x to 8.3x N/A Increase
Revenue Multiple 0.5x to 1.0x N/A Increase
Equity
$ 3,308 Market Method EBITDA Multiple 10.3x to 11.3x N/A Increase
Income Method Implied Volatility 25.0% to 35.0% N/A Increase
Expected Term
(in years)
1.3 to 6.3 N/A Increase
Equity
$ 1,166 Market Method EBITDA Multiple 3.5x to 5.5x N/A Increase
Market Method Revenue Multiple 1.5x to 2.5x N/A Increase
Income Method Implied Volatility 32.5% to 42.5% N/A Increase
Expected Term
(in years)
1.0 to 1.5 N/A Increase
*
Weighted based on fair value
The Company generally utilizes the midpoint of a valuation range provided by an external, independent valuation firm in determining fair value.
25

TCW DIRECT LENDING VII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

September 30, ~~2020~~2021

4. Agreements and Related Party Transactions

Advisory Agreement: On December 29, 2017, the Company entered into the Investment Advisory and Management Agreement (the “Advisory Agreement”) with the Adviser, its registered investment adviser under the Investment Advisers Act of 1940, as amended. The Advisory Agreement became effective upon its execution. Unless earlier terminated, the Advisory Agreement will remain in effect for a period of two years and will remain in effect from year to year thereafter if approved annually by (i) the vote of the Board, or by the vote of a majority of the Company’s outstanding voting securities and (ii) the vote of a majority of the Board who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company, the Adviser or any of their respective affiliates (the “Independent Directors”). The Advisory Agreement will automatically terminate in the event of an assignment by the Adviser.

The Advisory Agreement may be terminated by either party, by vote of the Company’s Board, or by a vote of the majority of the Company’s outstanding voting units, without penalty upon not less than 60 days’ prior written notice to the applicable party. If the Advisory Agreement is terminated according to this paragraph, the Company will pay the Adviser a pro-rated portion of the Management Fee and Incentive Fee (each as defined below). The Advisory Agreement was reapproved by the Company’s Board on August ~~10, 2020.~~9, 2021.

Pursuant to the Advisory Agreement, the Adviser will:

determine the composition of the Company’s portfolio, the nature and timing of the changes to the Company’s portfolio and the manner of implementing such changes;

identify, evaluate and negotiate the structure of the investments the Company makes (including performing due diligence on the Company’s prospective portfolio companies);

determine the assets the Company will originate, purchase, retain or sell;

close, monitor and administer the investments the Company makes, including the exercise of any rights in the Company’s capacity as a lender; and

provide the Company such other investment advice, research and related services as the Company may, from time to time, require.

The Company pays to the Adviser, quarterly in arrears, a management fee in cash (the “Management Fee”) calculated as follows: 0.375% (i.e., 1.50% per annum) of the average gross assets of the Company on a consolidated basis, with the average determined based on the gross assets of the Company as of the end of the three most recently completed calendar months. “Gross assets” means the amortized cost of portfolio investments of the Company (including portfolio investments purchased with borrowed funds and other forms of leverage, such as Preferred Units, public and private debt issuances, derivative instruments, repurchase agreements and other similar instruments or arrangements) that have not been sold, distributed to the ~~members,~~Members, or written off for tax purposes (but reduced by any portion of such cost basis that has been written down to reflect a permanent impairment of value of any portfolio investment), and excluding cash and cash equivalents. The Management Fee payable for any partial month or quarter will be appropriately pro-rated. The Adviser may defer its right to receive current payment of such fee until the Company is notified otherwise.

For the three and nine months ended September 30, 2021, Management Fees incurred were $5,415 and $16,140, respectively, of which $5,415 remained payable as of September 30, 2021. For the three and nine months ended September 30, 2020, Management Fees incurred amounted to $4,948 and $14,858, respectively, of which $4,948 remained payable at September 30, 2020.

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

(a)

First, no Incentive Fee will be owed until the Unitholders have collectively received cumulative distributions pursuant to this clause equal to their aggregate contributions to the Company in respect of all Units;

(b)

Second, no Incentive Fee will be owed until the Unitholders have collectively received cumulative distributions equal to a 9% internal rate of return on their aggregate contributions to the Company in respect of all Units (the “Hurdle”);

TCW DIRECT LENDING VII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

September 30, 2021

4. Agreements and Related Party Transactions (Continued)

(c)

Third, the Adviser will be entitled to an Incentive Fee out of 100% of additional amounts otherwise distributable to Unitholders until such time as the Incentive Fee paid to the Adviser is equal to 20% of the sum of (i) the amount by which the Hurdle exceeds the aggregate capital contributions of the Unitholders in respect of all Units and (ii) the amount of Incentive Fee being paid to the Adviser pursuant to this clause (c); and

(d)

Thereafter, the Adviser will be entitled to an Incentive Fee equal to 20% of additional amounts otherwise distributable to Unitholders in respect of all Units, with the remaining 80% distributed to the Unitholders.

~~TCW DIRECT LENDING VII LLC~~

~~Notes to Consolidated Financial Statements (Unaudited) (Continued)~~

~~(Dollar amounts in thousands, except for unit data)~~

~~September 30, 2020~~

~~4. Agreements and Related Party Transactions (Continued)~~

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

For purposes of calculating the Incentive Fee, aggregate contributions shall not include Earnings Balancing Contributions or Late-Closer Contributions, and the distributions to Unitholders shall not include distributions attributable to Late-Closer Contributions. Earnings Balancing Contributions received by the Company will not be treated as amounts distributed to Unitholders for purposes of calculating the Incentive Fee. In addition, if distributions to which a Defaulting Member otherwise would have been entitled have been withheld pursuant to 6.2.4 of the TCW Direct Lending VII LLC Agreement (the “LLC Agreement”), the amounts so withheld shall be treated for such purposes as having been distributed to such Defaulting Member. The amount of any distribution of securities made in kind shall be equal to the fair market value of those securities at the time of distribution determined pursuant to 13.4 of the LLC Agreement.

If the Advisory Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating the agreement or (ii) the Company terminating the agreement for cause (as set out in the Advisory Agreement), the Company will be required to pay the Adviser a final incentive fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Advisory Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all of the Company’s investments were liquidated for their current value (but without taking into account any unrealized appreciation of any portfolio investment), and any unamortized deferred portfolio investment-related fees were deemed accelerated, (B) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (C) the remainder were distributed to Unitholders and paid as Incentive Fee in accordance with the “waterfall” (i.e., clauses (a) through (d)) described above for determining the amount of the Incentive Fee. The Company will make the Final Incentive Fee Payment in cash on or immediately following the date the Advisory Agreement is so terminated.

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

Administration Agreement: On September 25, 2018, the Company entered into an Amended and Restated Administration Agreement (the “Administration Agreement”) with TCW Asset Management Company LLC (the “Administrator”), which amended and restated the Administration Agreement between the Company and the Administrator entered into on April 16, 2018. Under the Administration Agreement, the Administrator (or one or more delegated service providers) will oversee the maintenance of the Company’s financial records and otherwise assist with the Company’s compliance with regulations applicable to a business development company under the Investment Company Act of 1940, as amended, and a regulated investment company under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended; monitor the payment of the Company’s expenses; oversee the performance of administrative and professional services rendered to the Company by others; be responsible for the financial and other records that the Company is required to maintain; prepare and disseminate reports to Unitholders and reports and other materials to be filed with the SEC or other regulators; assist the Company in determining and publishing (as necessary or appropriate) its net asset value; oversee the preparation and filing of tax returns; generally oversee the payment of expenses; and provide such other services as the Administrator, subject to review of the Company’s board of directors, shall from time to time determine to be necessary or useful to perform its obligations

TCW DIRECT LENDING VII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

September 30, 2021

4. Agreements and Related Party Transactions (Continued)

under the Administration Agreement. Payments under the Administration Agreement will be equal to an amount that reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities under the Administration Agreement. The Administrator shall seek such reimbursement from the Company no more than once during any calendar year and shall only seek such reimbursement when all Company Expenses (as defined below) for such calendar year have been paid or accrued. Amounts paid pursuant to the Administration Agreement are subject to the annual cap on Company Expenses (as defined below), as described more fully below.

~~TCW DIRECT LENDING VII LLC~~

~~Notes to Consolidated Financial Statements (Unaudited) (Continued)~~

~~(Dollar amounts in thousands, except for unit data)~~

~~September 30, 2020~~

~~4. Agreements and Related Party Transactions (Continued)~~

The Company, and indirectly the Unitholders, will bear all costs, expenses and liabilities, other than Adviser Operating Expenses (as defined below) (which shall be borne by the Adviser), in connection with the organization, operations, administration and transactions of the Company (“Company Expenses”). Company Expenses shall include, without limitation: (a) organizational expenses and expenses associated with the issuance of the Units; (b) expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act of 1940, the Securities Exchange Act of 1934, as amended, and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees, 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 the Company; (n) independent directors’ fees and expenses and the costs associated with convening a meeting of the Company’s board of directors or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units of the Company, 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 the Company’s consolidated financial statements and tax returns; (r) the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s consolidated financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by the Company 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 the Company or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business. Notwithstanding the foregoing, 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 (as defined in the LLC Agreement) pursuant to which the Company becomes the Public Company (as defined in the LLC Agreement) or the Extension Fund (as defined in the LLC Agreement), 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 (as defined in the LLC Agreement) and the Extension Fund (as defined in the LLC Agreement) (and indirectly only by Unitholders that elect to become investors in the Public Company (as defined in the LLC Agreement) or the Extension Fund (as defined in the LLC Agreement)), as the case may be, and no others will directly or indirectly bear such fees, costs or expenses.

TCW DIRECT LENDING VII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

September 30, 2021

4. Agreements and Related Party Transactions (Continued)

However, the Company will not bear (a) more than an amount equal to 10 basis points of investors’ aggregate Commitments for organizational expenses and offering expenses in connection with the offering of Units through the date that is ~~six~~nine months after the Initial Closing Date, as it may be extended by the Adviser, and (b) more than an amount equal to 12.5 basis points of aggregate Commitments computed annually for Company ~~Expenses;~~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

~~TCW DIRECT LENDING VII LLC~~

~~Notes to Consolidated Financial Statements (Unaudited) (Continued)~~

~~(Dollar amounts in thousands, except for unit data)~~

~~September 30, 2020~~

~~4. Agreements and Related Party Transactions (Continued)~~

expenses shall be excluded and shall be borne by the Company 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 the Company’s 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 the Company, out-of-pocket expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of the Company’s portfolio investments performed by the Company’s independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to the Company, out-of-pocket costs and expenses relating to any Reorganization (as defined in the LLC Agreement) 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 the Company, in connection with maintaining and operating the Adviser’s office, including salaries and other compensation (including compensation due to its officers), rent, routine office equipment expense and liability and insurance premiums (other than those incurred in maintaining fidelity bonds and indemnitee insurance policies), in furtherance of providing supervisory investment management services for the Company. Adviser Operating Expenses also ~~includes~~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 expenses of the Company that the Company will not bear will, as set forth above, will be borne by the Adviser or its affiliates.

TCW DIRECT LENDING VII LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

September 30, ~~2020~~2021

5. Commitments and Contingencies

The Company had the following unfunded commitments and unrealized depreciation by investment as of September 30, ~~2020~~2021 and December 31, ~~2019:~~2020:


	Maturity/ Expiration	September 30, 2020				December 31, 2019						September 30, 2021				December 31, 2020
Unfunded Commitments	Maturity/ Expiration	Amount		Unrealized Depreciation		Amount		Unrealized Depreciation		Maturity/ Expiration		Amount		Unrealized Depreciation		Amount		Unrealized Depreciation
AGY Holdings Corp.	September 2022	$	12,921	$	—	$	—	$	—		September 2025	$	7,752	$	-	$	10,854	$	-
Altern Marketing LLC	October 2024		1,815		—		—		—		October 2024		5,217		-		2,473		-
AMCP Staffing Intermediate Holdings III, LLC	September 2025		—		—		2,767		28
Bendon Inc.											December 2025		7,263		254		8,254		149
Caiman Merger Sub LLC	November 2024		1,031		—		1,031		8		November 2024		-		-		1,031		-
Cassavant Holdings, LLC	January 2025		392		11		—		—
Cassavant Holdings, LLC	June 2021		1,960		55		—		—
Centric Brands Inc.	May 2021		2,312		—		—		—		October 2024		1,351		-		2,922		-
DBM Global, Inc.	October 2020		7,805		—		—		—
Dura-Supreme Holdings, Inc.	October 2024		—		—		1,514		6
Encompass Digital Media, Inc.	September 2023		1,372		54		794		18		September 2023		2,022		-		1,661		28
FM Restaurants Holdco, LLC	November 2024		—		—		1,062		6		November 2023		2,414		-		-		-
FM Restaurants Holdco, LLC	November 2024		2,414		126		4,827		29
GEON Performance Solutions, LLC	October 2024		2,351		26		3,133		19		October 2024		-		-		2,350		-
Gold Star Foods Inc.	April 2020		—		—		2,754		8
Gold Star Foods Inc.	October 2024		—		—		4,589		14
Help at Home, LLC	August 2022		9,784		—		—		—
Greenfield World Trade, Inc.											December 2021		16,118		-		-		-
Hometown Food Company	August 2023		4,313		—		5,881		82		August 2023		5,097		-		5,097		-
KBP Investments LLC	September 2022		15,000		—		—		—
Karman Holdings LLC (fka Spaceco Holdings LLC)											December 2025		4,261		34		9,364		122
KBP Brands, LLC (fka KBP Investments LLC)											May 2023		16,000		144		15,000		-
Mondee Holdings LLC	December 2024		8,613		—		8,613		146		December 2024		8,613		-		8,613		-
Need It Now Delivers, LLC	December 2020		4,496		174		6,025		24
Powerhouse Intermediate, LLC	October 2024		—		—		2,423		10
Production Resource Group, LLC	September 2021		131		—		—		—
United Poly Systems Holding, Inc.	June 2024		6,505		650		6,506		215
Obagi Cosmeceuticals LLC											March 2026		11,308		-		-		-
Production Resource Group LLC											October 2021		-		-		1,443		-
Quicken Parent Corp.											April 2023		948		-		948		7
Rapid Displays, Inc.											April 2026		1,770		35		-		-
UniTek Acquisition, Inc.											August 2023		1,714		168		3,214		498
WDE TorcSill Holdings LLC	October 2024		4,564		59		7,302		73		October 2024		2,108		89		4,564		141
Wellbore Integrity Solutions	December 2020		953		27		953		4
Winsight, LLC	November 2023		—		—		13,887		83
Winsight, LLC	November 2021		—		—		2,217		13		March 2024		4,233		275		-		-

Total		$	88,732	$	1,182	$	76,278	$	786			$	98,189	$	999	$	77,788	$	945

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of September 30, ~~2020,~~2021, the Company is not aware of any pending or threatened litigation.

In the normal course of business, the Company enters into contracts which provide a variety of representations and warranties, and that provide general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.

The Company’s Unit activity for the three and nine months ended September 30, 2021 and 2020, was as follows:

     Three Months Ended September 30,      Nine Months Ended September 30,
   2021    2020    2021    2020
Units at beginning of period
   13,734,010    13,734,010    13,734,010    13,734,010








Units issued and committed at end of period
   13,734,010    13,734,010    13,734,010    13,734,010








No deemed distributions and contributions were processed during the three and nine months ended September 30,

2021 and 2020.
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except for unit data)
September 30, ~~2020~~2021

~~6. Members’ Capital~~
~~The Company’s Unit activity for the three and nine months ended September 30, 2020 and 2019, was as follows:~~

       Three Months Ended September 30,            Nine Months Ended September 30,
   2020    2019    2020    2019
Units at beginning of period
   13,734,010    13,734,010    13,734,010    10,672,260
Units issued and committed
   —    —    —    3,061,750








Units issued and committed at end of period
   13,734,010    13,734,010    13,734,010    13,734,010








~~No deemed distributions and contributions were processed during the three and nine months ended September 30, 2020 and 2019.~~
7. Credit Facilities
On May 10, 2018, the Company 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 $150,000 (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 Revolving Credit Facility is generally secured by the Natixis Borrowing Base assets.~~
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 iswas May 10, 2021. On May 10, 2021, ~~unless such~~the Company exercised its option to extend the maturity date ~~is extended at~~of the ~~Company’s~~Natixis Credit Agreement to May 9, 2022. The Company has one more available option ~~no more than two times~~to extend the Natixis Credit Agreement maturity date for a term of up to 364 days after the maturity date per such extension. Borrowings under the Natixis Credit Agreement bear interest at a rate equal to either (a) a base rate calculated in a customary manner plus ~~0.55%~~0.75% or (b) an adjusted eurodollar rate calculated in a customary manner plus ~~1.55%~~1.75%. As of December 31, ~~2019,~~2020, the Natixis Maximum Commitment was ~~$400,000. The~~$280,000. On March 10, 2021, the Natixis Maximum Commitment was reduced to ~~$340,000 on April 21, 2020 and was further reduced to $280,000 on July 1, 2020.~~$250,000.
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) the Company’s right to make capital calls, receive payment of capital contributions from the investors and enforce payment of the capital commitments and capital contributions under the Company’s operating agreement and (iii) a cash collateral account into which the capital contributions from the investors are made. The Natixis Revolving 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, ~~2020,~~2021, the Company was in compliance with such covenants.
As of September 30, ~~2020, the Natixis Borrowing Base assets were greater than the Natixis Maximum Commitment. As of~~2021 and December 31, ~~2019,~~2020, the Natixis Borrowing Base assets were less than the Natixis Maximum Commitment. A summary of amounts outstanding and available under the Natixis Revolving Credit Facility as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020 was as follows:

Natixis Revolving Credit Facility
Maximum
Commitment Borrowings
Outstanding Available
Amount⁽¹⁾
As of September 30, 2020
$         280,000 $         172,000 $       108,000
As of December 31, 2019
$ 400,000 $ 252,000 $ 30,866
Natixis Revolving Credit Facility
   Maximum
            Commitment              Borrowings
            Outstanding              Available
            Amount⁽¹⁾
As of September 30, 2021
     $ 250,000               $ 45,000               $ 89,444
As of December 31, 2020
     $ 280,000               $ 172,000               $ 85,230

(1)
The amount available considers any limitations related to the debt facility borrowing.
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 the Company, 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.
31
~~TCW DIRECT LENDING VII LLC~~
~~Notes to Consolidated Financial Statements (Unaudited) (Continued)~~
~~(Dollar amounts in thousands, except for unit data)~~
~~September 30, 2020~~
~~7. Credit Facilities (Continued)~~
Under the PNC Credit Facility, the lenders have agreed to extend credit to the Borrower in an aggregate principal amount of up to $400,000 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 $900,000, 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, 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.
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except for unit data)
September 30, 2021
7. Credit Facilities (Continued)
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 $400,000 to $600,000 (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 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 $600,000 to $795,000 (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 $900,000, 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 ending on March 17, 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 will 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 June 19, 2020, the Second Amended PNC Maximum Commitment was increased from $795,000 to $825,000.
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, ~~2020,~~2021, the Borrower was in compliance with such covenants.
Borrowings of the Borrower are non-recourse to the Company but are consolidated in the Company’s consolidated financial statements and considered borrowings of the Company for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.
32
~~7. Credit Facilities (Continued)~~
As of September 30, 2021 and December 31, 2020, the PNC Borrowing Base assets were less ~~than the Second Amended and Amended PNC Maximum Commitment. As of December 31, 2019, the PNC Borrowing Base assets were greater~~ than the Second Amended and Amended PNC Maximum Commitment. A summary of amounts outstanding and available under the PNC Credit Facility as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020 is as follows:

PNC Credit Facility
   Maximum
      Commitment          Borrowings
      Outstanding                Available
Amount⁽¹⁾
As of September 30, 2020
   $ 825,000    $ 413,000    $ 193,037
As of December 31, 2019
   $ 600,000    $ 505,000    $ 95,000
PNC Credit Facility
   Maximum
          Commitment              Borrowings
          Outstanding              Available
          Amount⁽¹⁾
As of September 30, 2021
     $ 825,000          $ 413,000          $ 348,386
As of December 31, 2020
     $ 825,000          $ 413,000          $ 334,734

(1)
The amount available considers any limitations related to the facility borrowing.
Borrowings under the PNC Credit Facility as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020 consisted of $165,500 ~~and $325,000, respectively,~~ from the PNC Revolving Credit Facility (i.e., revolving line of credit) and $247,500 ~~and $180,000, respectively,~~ of PNC Term Loan.
The Company incurred financing costs of $3,463 and $4,433, in connection with the Natixis Credit Agreement and the PNC Credit Agreement, respectively. In addition, the Company incurred an additional $2,070 and $1,531 in financing costs in connection with the Amended and Second Amended PNC Credit Agreement, respectively. Lastly, the Company incurred ~~$220~~$255 in financing costs associated with the June 19, 2020 upsize of the PNC Credit Facility.
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except for unit data)
September 30, 2021
7. Credit Facilities (Continued)
The Company incurred $629 in fees associated with the May 10, 2021 extension of the Natixis Credit Agreement. Costs associated with the Revolving Credit Facilities were primarily recorded by the Company as deferred financing costs on its 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. As of September 30, ~~2020~~2021 and December 31, ~~2019, $4,966~~2020, $3,289 and ~~$5,574,~~$4,314, respectively, of such deferred financing costs had yet to be amortized. 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 the Company’s Consolidated Statements of Assets and Liabilities. As of September 30, 2021 and December 31, 2020, $1,247 and $1,648 million, respectively, of such deferred financing costs have yet to be amortized.
A reconciliation of amounts presented on the Company’s Consolidated Statements of Assets and Liabilities versus amounts outstanding on the PNC Term Loan is as follows:

   As of
      September 30, 2020          As of
        December 31, 2019            As of
            September 30, 2021                 As of
            December 31, 2020
Principal amount outstanding on PNC Term Loan
   $ 247,500          $ 180,000            $ 247,500   $ 247,500
Deferred financing costs
   (1,783)         (1,613)         (1,247 )    (1,648 )






PNC Term Loan (as presented on the Consolidated Statements of Assets and Liabilities)
   $ 245,717          $ 178,387            $ 246,253   $ 245,852




The carrying amounts of the Credit Facilities, which are categorized as Level 2 within the fair value hierarchy as of September 30, ~~2020~~2021 and ~~December 31, 2019,~~2020, approximates their respective fair values. 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 the Credit Facilities’ terms and conditions.
The summary information regarding the Credit Facilities for the three and nine months ended September 30, 2021 and 2020 was as follows:
33
           Three Months Ended September 30,                 Nine Months Ended September 30,
   2021 2020 2021 2020
Credit Facilities interest expense
   $ 2,638     $ 3,655 $ 9,178 $ 14,530
Unused commitment fees
   518     438 1,380 1,138
Administrative fees
   —       — 100 100
Amortization of deferred financing costs
   637     793 2,084 2,327


Total
   $ 3,793     $ 4,886 $ 12,742 $ 18,095


Weighted average interest rate
   2.43%    2.44 % 2.34 % 3.09 %
Average outstanding balance
   $ 425,098     $ 585,000 $ 516,905 $ 617,858
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except for unit data)
September 30, ~~2020~~2021

~~7. Credit Facilities (Continued)~~
~~The summary information regarding the Credit Facilities for the three and nine months ended September 30, 2020 and 2019 was as follows:~~

     Three Months Ended September 30,     Nine Months Ended September 30,
   2020 2019 2020 2019
Credit Facilities interest expense
   $ 3,655   $ 5,542    $ 14,530    $ 12,404
Unused commitment fees
   438    722    1,138    1,988
Administrative fees
   —    —    100    50
Amortization of deferred financing costs
   793    627    2,327    1,645


Total
   $ 4,886    $ 6,891    $ 18,095    $ 16,087


Weighted average interest rate
   2.44 % 4.89 % 3.09 % 4.47 %
Average outstanding balance
   $ 585,000    $ 443,522    $ 617,858    $ 366,289
8. Repurchase Obligation
In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements with Macquarie US Trading LLC (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold (the “Macquarie Transaction”).
In accordance with ASC 860, Transfers and Servicing, these Macquarie Transactions meet the criteria for secured borrowings. Accordingly, the investment financed by the Macquarie Transaction remains on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to Macquarie (the “Repurchase Obligation”). The Repurchase Obligation is secured by the respective investment that is the subject of the repurchase agreement. Interest expense associated with the Repurchase Obligation is reported on the Company’s Consolidated Statements of Operations within Other expenses.
AsNo repurchase agreements were entered into or settled during the three months ended September 30, 2021. During the nine months ended September 30, 2021, the Company entered into and settled a repurchase agreement for which the Company incurred interest expense of $516.
During the three and nine months ended September 30, 2020, the Company ~~had an outstanding Repurchase Obligation of $23,257 associated with~~entered into a repurchase agreement ~~that was entered into on September 21, 2020. Such Repurchase Obligation was~~ collateralized by the Company’s term loan to AGY Holdings Corp. Interest under this Repurchase Obligation iswas calculated as “the product of (i) the difference in days between the trade date and the settlement date of the Macquarie Transaction and (ii) 0.00009722,” as stipulated in the repurchase agreement. AsInterest expense associated with this Repurchase Obligation totaled $624.
The Company had no outstanding Repurchase Obligations as of September 30, ~~2020, the remaining contractual maturity of the repurchase agreement with AGY was between~~ ~~31-90~~ ~~days.~~
~~As of September 30, 2020, the Company’s Repurchase Obligation is categorized as Level 2 within fair value hierarchy.~~
34
~~TCW DIRECT LENDING VII LLC~~
~~Notes to Consolidated Financial Statements (Unaudited) (Continued)~~
~~(Dollar amounts in thousands, except for unit data)~~
~~September 30, 2020~~
2021 and December 31, 2020.
9. Income Taxes
The Company has elected to be regulated as a BDC under the 1940 Act and has elected to be treated as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not pay corporate-level U.S. Federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually to its Unitholders as dividends. The Company elected to be taxed as a RIC in 2018. The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.
Federal Income Taxes: It is the policy of the Company to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and distribute all of its net taxable income and any net realized gains on investments to its shareholders. Therefore, no federal income tax provision is required.
As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows:

   As of
      September 30, 2020          As of
      December 31, 2019          As of
                    September 30, 2021                     As of
                    December 31, 2020
Cost of investments for federal income tax purposes
   $ 1,394,527              $ 1,531,227                $ 1,418,747         $ 1,532,332
Unrealized appreciation
   $ 16,181              $ 21,471                $ 54,929   $ 32,386
Unrealized depreciation
   $ (58,181)            $ (10,322)              $ (23,094 )   $ (27,893 )
Net unrealized (depreciation) appreciation on investments
   $ (42,000)            $ 11,149
Net unrealized appreciation on investments
     $ 31,835   $ 4,493
The Company did not have any unrecognized tax benefits as of December 31, ~~2019,~~2020, nor were there any increases or decreases in unrecognized tax benefits for the period then ended; therefore, no interest or penalties were accrued. The Company is subject to examination by the U.S federal and state tax authorities for returns filed for the prior two years.
35
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except for unit data)
September 30, ~~2020~~2021

10. Financial Highlights
Selected data for a unit outstanding throughout the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 is presented below.

     For the Nine Months Ended September 30,                  For the Nine Months Ended September 30,
   2020⁽¹⁾    2019⁽¹⁾    2021⁽¹⁾ 2020⁽¹⁾
Net Asset Value Per Unit (accrual base), Beginning of Period
   $ 99.36        $ 100.23        $ 93.84 $ 99.36






Net Decrease in Common Unitholder NAV from Prior Period
   —        (0.05)




Income from Investment Operations:
Income from Investment Operations:

Income from Investment Operations:

Net investment income
   5.92        1.50        3.79 5.92
Net realized and unrealized (loss) gain
   (3.81)       0.69
Net realized and unrealized gain (loss)
   2.11 (3.81 )






Total from investment operations
   2.11        2.19
Total income from investment operations
   5.90 2.11
Less Distributions:
Less Distributions:

Less Distributions:

From distributable earnings
   (2.81)       (0.14)       (6.55 ) (2.81 )
From return of capital
   (3.42)       —        (7.28 ) (3.42 )






Total distributions
   (6.23)       (0.14)       (13.83 ) (6.23 )






Net Asset Value Per Unit (accrual base), End of Period
   $ 95.24        $ 102.23          $ 85.91 $ 95.24






Unitholder Total Return⁽²⁾⁽³⁾
   3.56%    6.90%    8.12 % 3.56 %






Unitholder IRR before incentive fees⁽⁴⁾
   7.01%    11.41%    12.14 % 7.01 %






Unitholder IRR after all fees and expenses⁽⁴⁾
   7.01%    9.13%    9.89 % 7.01 %






Ratios and Supplemental Data
Ratios and Supplemental Data

Ratios and Supplemental Data

Members’ Capital, end of period
   $ 759,558        $ 630,663        $ 1,014,510 $ 759,558
Units outstanding, end of period
   13,734,010        13,734,010        13,734,010 13,734,010
Ratios based on average net assets of Members’ Capital:
Ratios based on average net assets of Members’ Capital:

Ratios based on average net assets of Members’ Capital:

Ratio of total expenses to average net assets⁽⁵⁾⁽⁶⁾
   3.99%    10.60%    9.47 % 3.99 %
Ratio of net expenses to average net assets⁽⁵⁾⁽⁶⁾
   3.99%    10.60%
Ratio of financing cost to average net assets⁽³⁾
   2.31%    3.52%    1.32 % 2.31 %
Ratio of net investment income to average net assets⁽⁵⁾⁽⁶⁾
   13.90%    6.01%    7.23 % 13.90 %
Ratio of incentive fees to average net assets⁽⁵⁾
   (2.08)%    2.85%    4.94 % (2.08 )%
Credit facilities payable
   583,217        492,000        456,753 583,217
Asset coverage ratio
   2.30        2.28        3.22 2.30
Portfolio turnover rate⁽³⁾
   28.20%    12.83%    37.43 % 28.20 %

(1)
Per unit data was calculated using the number of Common Units issued and outstanding as of September 30, ~~2020~~2021 and ~~2019,~~2020, respectively.
(2)
The Total Return for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 was calculated by taking ~~the net~~total income from investment ~~income of the Company~~operations for the period divided by the weighted average capital contributions from the Members during the period. The return is net of management fees and expenses.
(3)
Not annualized.
(4)
The IRR since inception for the Common Unitholders, after management fees, financing costs and operating expenses, but before incentive fees is ~~7.01%~~12.14%. The IRR since inception for the Common Unitholders, after management fees, financing costs, operating expenses and Advisor incentive fees is ~~7.01%~~9.89%. The IRR is computed based on cash flow due dates contained in notices to Members (contributions from and distributions to the Unitholders) and the net assets (residual value) of the Members’ Capital account at period end. The IRR is calculated based on the fair value of investments using principles and methods in accordance with GAAP and does not necessarily represent the amounts that may be realized from sales or other dispositions. Accordingly, the actual return may vary significantly upon realization.
(5)
Annualized.
(6)
Expenses for the nine months ended September 30, 2020 include the $12.1 million reversal of incentive fees.
36
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except for unit data)
September 30, ~~2020~~2021

11. Subsequent Events
The Company has evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that require recognition or disclosure in these consolidated financial statements.
37
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or future performance or financial condition of TCW Direct Lending VII LLC. For simplicity, this report uses the terms “Company,” “we,” “us,” and “our” to refer to TCW Direct Lending VII ~~LLC.~~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:

our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our and their respective objectives as a result of the current COVID-19 pandemic;

an economic downturn, including as a result of the current COVID-19 pandemic, 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, including as a result of the current COVID-19 pandemic, could impair our lending and investment activities;

interest rate volatility could affect our results, particularly in light of our use of leverage as part of our investment strategy;

our future operating results;

our contractual arrangements and relationships with third parties;

the ability of our portfolio companies to achieve their financial and other business ~~objectives;~~objectives and the impact of the COVID-19 pandemic thereon;

competition with other entities and our affiliates for investment opportunities;

the impact of changing market conditions and lending standards on our ability to compete with other industry participants, including other business development companies, private and public funds, individual and institutional investors, and financial institutions for investment opportunities;

uncertainty surrounding the impact of the current COVID-19 pandemic on the financial stability of the United States and global economies;

the social, geopolitical, financial, trade and legal implications of the trade and cooperation agreement arising from Brexit, as well as ~~the impact of~~ ~~COVID-19~~ ~~on ongoing negotiations~~future agreements between the United Kingdom and various countries in the European Union;

pandemics or other serious public health events, such as the ongoing global outbreak of COVID-19;

an inability to replicate the historical success of any previously launched fund managed by the ~~direct lending~~private credit team of our investment adviser, TCW Asset Management Company LLC (the “Adviser”);

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;

the costs associated with being an entity registered with the Securities and Exchange Commission (“SEC”);

the loss of key personnel;

the timing of cash flows, if any, from the operations of our portfolio companies;
the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;

38
the ability of ~~The~~the TCW Group, Inc. and its subsidiaries to attract and retain highly talented professionals that can provide services to the Adviser in its capacity as our investment 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, or the “Code,” and as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”) and the related tax implications;

the effect of legal, tax and regulatory changes; and

the other risks, uncertainties and other factors we identify under “Part I—Item 1A. Risk Factors” in our Form 10-K filed with the SEC on March ~~16, 2020 and in this report.~~22, 2021.
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 orfor certain forward-looking statements, do not apply to the forward-looking statements in this report because we are 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 TCW Asset Management Company LLC (“TAMCO”), 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.
On February 12, 2020, ~~the Company~~we formed aour third wholly-owned subsidiary, TCW DLG Funding VII 2020-1 LLC, 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 may complete investment transactions that were significantly in process as of the end of the commitment period and which we reasonably expect 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.
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. The ~~historical~~ investment philosophy, strategy and
approach of the ~~direct lending~~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 ~~we do~~the Private Credit Team generally did not ~~currently expect the Direct Lending Team to~~ originate a significant amount of investments for us with PIK interest features, from time to time we ~~may make,~~made, and currently have, investments that contain such features. We ~~may~~ have investments with PIK interest features in certain circumstances involving debt restructurings or work-outs of current investments. 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
39
and warrants. However, historically, our investment bias ~~will be~~has been towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments.
We are primarily focused on investing in senior secured debt obligations, although there may be occasions where the investment may be unsecured. We ~~may~~ 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 ~~will~~are mostly be 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 ~~intend to~~ invest primarily in U.S. companies, there ~~may be~~are certain instances where we ~~will invest~~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 Fund (as defined in the LLC Agreement) or an Extension Fund (as defined in the LLC Agreement),
including a Reorganization (as defined in the LLC Agreement) pursuant to which the Company becomes the Public Fund (as defined in the LLC Agreement) or the Extension Fund (as defined in the LLC Agreement), 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 Fund (as defined in the LLC Agreement) and the Extension Fund (as defined in the LLC Agreement) (and indirectly only by Unitholders that elect to become investors in the Public Fund (as defined in the LLC Agreement) or the Extension Fund (as defined in the LLC Agreement)), as the case may be, and no others will directly or indirectly bear such fees, costs or expenses.
40
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;~~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 (as defined in the LLC Agreement) 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) was 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
Investments which we hold for which market quotes are not readily available or are not considered reliable are valued at fair value and approved by the Board of Directors (the “Board”) based on similar instruments, internal assumptions and the weighting of the best available pricing inputs.
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.
41
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. A discounted cash flow approach incorporating a weighted average cost of capital is generally used to determine fair value or, in some cases, 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 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.
Investment Activity
As of September 30, ~~2020,~~2021, our~~non-controlled/non-affiliated~~ portfolio consisted of 6055 debt investments and 109 equity investments. Based on fair values as of September 30, ~~2020,~~2021, our~~non-controlled/non-affiliated~~ portfolio was ~~99.5%~~97.7% invested in debt investments which were mostly senior secured term loans. The remaining ~~0.5%~~2.3% represented our equity investments, which were comprised of common stock, preferred stock, membership interests and warrants.
As of December 31, 2020, our portfolio consisted of 60 debt investments and 11 equity investments. Based on fair values as of December 31, 2020, our portfolio was 98.7% invested in debt investments which were mostly senior secured term loans. The remaining 1.3% represented our equity investments, which were comprised of common stock, preferred stock and warrants. ~~As of September 30, 2020, a~~
We had no debt ~~investment in one portfolio company was~~investments on non-accrual status ~~representing 0.9%~~as of September 30, 2021 and ~~2.2% of our portfolio’s fair value and cost, respectively.~~
~~As of~~ December 31, ~~2019, our~~ ~~non-controlled/non-affiliated~~ ~~portfolio consisted of 50 debt investments and four equity investments. Based on fair values as of December 31, 2019, our~~ ~~non-controlled/non-affiliated~~ ~~portfolio was 99.6% invested in debt investments which were mostly senior secured, term loans. The remaining 0.4% represented our equity investments, which were comprised of common stock and warrants.~~2020.
42
The table below describes our ~~non-controlled/non-affiliated~~debt and equity investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets ~~in industries~~by industry as of September 30, ~~2020:~~2021:

Industry
       Percent of Total Investments
Aerospace & Defense
   ~~14%~~
~~Chemicals~~
7%
~~Media~~
7%
~~Energy Equipment and Services~~
7%11%
Textiles, Apparel & Luxury Goods
7%
~~Health Care Providers & Services~~
6%
~~Beverages~~
   6%
Software
   5%6%
~~Information Technology~~Consumer Durables & Apparel
6%
Hotels, Restaurants & Leisure
6%
Energy Equipment & Services
   6%
Commercial Services & Supplies
5%
Beverages
4%
Personal Products
   5%4%
Household & Personal Products
4%
Household Products
4%
Media
4%
Household Durables
   4%
~~Metals & Mining~~
4%
~~Household Products~~Publishing
   3%
Health Care Technology
   2%3%
~~Food Products~~Capital Goods
   2%3%
~~Multiline Retail~~Information Technology Services
3%
Consumer Services
3%
Chemicals
3%
Packaging
   2%
Construction ~~Materials~~& Engineering
   2%
Auto Components
   2%
~~Electronic Equipment, Instrument & Components~~
2%
~~Commercial Services and Supplies~~
2%
~~Hotels, Restaurants & Leisure~~
2%
~~Construction and Engineering~~Food Products
   2%
Air Freight & Logistics
   1%
Commercial & Professional Services
1%
Internet & Direct Marketing Retail
1%
Construction Materials
   1%


Total
   ~~100 %~~100%


Interest income, ~~from~~ ~~non-controlled/non-affiliated~~ ~~investments,~~ including interest income paid-in-kind, was ~~$34.8~~$39.2 million and ~~$25.0~~$34.8 million for the three months ended September 30, 2021 and 2020, respectively. We also earned $0.2 million and ~~2019,~~$0 in other fee income during the three months ended September 30, 2021 and 2020, respectively.
Interest income, ~~from~~ ~~non-controlled/non-affiliated~~ ~~investments,~~ including interest income paid-in-kind, was ~~$104.5~~$120.0 million and ~~$56.8~~$104.5 million for the nine months ended September 30, 2021 and 2020, respectively. We also earned $0.4 million and ~~2019, respectively.~~
~~During the three months ended September 30, 2020 and 2019, we earned $0 and $27 thousand~~$0.2 million in other fee income ~~from our~~ ~~non-controlled/non-affiliated~~ ~~investments. During~~during the nine months ended September 30, 2021 and 2020, ~~and 2019, we earned $0.2 million and $0.1 million, respectively, in other fee income from our~~ ~~non-controlled/non-affiliated~~ ~~investments.~~respectively.
43
Results of Operations
Our operating results for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 were as follows (dollar amounts in thousands):


For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
   For the three months ended
September 30,    For the nine months ended
September 30,

   2020    2019    2020 2019                  2021                         2020                     2021                         2020
Total investment income
   $ 34,814    $ 25,052    $ 104,695 $ 56,864      $ 39,466      $ 34,814      $ 120,364      $ 104,695
Total expenses
   10,580    16,540    23,344 36,293
Net expenses
   17,084    10,580 68,254 23,344










Net investment income
   24,234    8,512    81,351 20,571    22,382    24,234 52,110 81,351
Net realized gain on non-controlled/non-affiliated investments
   -        302    1,943 751
Net change in unrealized appreciation/depreciation on non-controlled/non-affiliated investments
   21,505    4,478    (54,331 ) 8,802
Net realized (loss) gain on investments
   (210)    -     1,716 1,943
Net change in unrealized appreciation/depreciation on investments
   6,165    21,505 27,287 (54,331 )










Net increase in Members’ Capital from operations
   $ 45,739    $ 13,292    $ 28,963 $ 30,124      $ 28,337      $ 45,739   $ 81,113   $ 28,963










Total investment income
Total investment income for the three months ended September 30, 2021 and 2020 was $39.5 million and ~~2019 was~~ $34.8 million, ~~and $25.1 million, respectively, and included $0 and $27 thousand, respectively of other fee income from our~~ ~~non-controlled/non-affiliated~~ investments. The increase in our total investment income during the three months ended September 30, 2020 compared to the three months ended September 30, 2019 was primarily due to the increase in our portfolio of debt investments, which increased to 60 debt investments as of September 30, 2020, compared to 34 as of September 30, 2019.
respectively. Total investment income for the nine months ended September 30, 2021 and 2020 was $120.4 million and ~~2019 was~~ $104.7 million, ~~and $56.9 million, respectively, and included $0.2 million and $0.1 million, respectively, of other fee~~respectively. The increases in total investment income ~~from our~~ ~~non-controlled/non-affiliated~~ ~~investments. Similar to~~during the three and nine months ended September 30, ~~2020,~~2021 compared to the ~~increase in our total investment income during the~~three and nine months ended September 30, 2020, ~~compared~~respectively, were due to ~~the nine months ended~~our investment portfolio’s larger size as of September 30, ~~2019 was primarily due~~2021 (total amortized cost of $1,413.7 million as of September 30, 2021 versus $1,316.4 million as of September 30, 2020), in addition to ~~the increase in~~none of our ~~portfolio~~debt investments being placed on non-accrual as of September 30, 2021 versus one debt ~~investments.~~investment on non-accrual as of September 30, 2020.
Net investment income
Net investment income for the three months ended September 30, 2021 and 2020 ~~and 2019~~ was ~~$24.2~~$22.4 million and ~~$8.5~~$24.2 million, respectively. The ~~increase~~decrease in our net investment income during the three months ended September 30, 2021 compared the three months ended September 30, 2020 ~~compared~~was primarily due to ~~our net investment income~~the increase in total expenses during the three months ended September 30, ~~2019 is due to higher~~2021, partially offset by the increase in total investment ~~income~~income. The increase in total expenses was primarily attributable to the ~~larger size of our investment portfolio~~increase in incentive fees during the ~~current quarter, coupled with lower total expenses due~~three months ended September 30, 2021 compared to the ~~lack~~three months ended September 30, 2020, as a result of ~~incentive fees expense during the current quarter, resulting from~~ our internal rate of return (“IRR”) ~~falling below~~exceeding the hurdle rate stipulated in our Advisory ~~Agreement.~~Agreement (the “hurdle rate”) during the current quarter. We recorded no incentive fees during the three months ended September 30, 2020 as our IRR was below the hurdle rate.
Net investment income for the nine months ended September 30, 2021 and 2020 ~~and 2019~~ was ~~$81.4~~$52.1 million and ~~$20.6~~$81.4 million, respectively. The ~~increase~~decrease in our net investment income during the nine months ended September 30, ~~2020~~2021 compared to our net investment income during the nine months ended September 30, ~~2019 is~~2020 was primarily due to ~~higher total investment income primarily attributable~~$35.6 million of incentive fees accrued during the nine months ended September 30, 2021, compared to the ~~larger size~~$12.1 million reversal of previously accrued incentive fees during the nine months ended September 30, 2020. The incentive fee accrual during the current year-to-date period is a result of our ~~investment portfolio~~IRR exceeding the hurdle rate. The reversal of previously accrued incentive fees during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Further, total expenses decreased during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 largely due to a $12.1 million reversal of incentive fees previously accrued during prior periods. This reversal of incentive fees took place during the first quarter of fiscal year 2020 aswas a result of our IRR falling below the hurdle rate ~~stipulated~~during the nine months ended September 30, 2020. The increase in ~~our Advisory Agreement. Our IRR has been below~~incentive fees during the ~~hurdle rate since the first quarter of fiscal year 2020 due~~nine months ended September 30, 2021 compared to the ~~negative net change in unrealized appreciation/depreciation on our~~ ~~non-controlled/non-affiliated~~ ~~investments, which~~nine months ended September 30, 2020 was partially ~~resulted from~~offset by higher total investment income during the ~~negative impact of~~ ~~COVID-19~~ ~~on our portfolio companies.~~nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.
44
~~Operating expenses~~Expenses for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 were as follows (dollar amounts in thousands):

   For the three months ended
September 30, For the nine months ended
September 30,    For the Three Months Ended
September 30,    For the Nine Months Ended
September 30,
   2020    2019 2020 2019    2021    2020    2021    2020
Expenses

Incentive fees
     $ 7,085      $ -          $             35,600      $             (12,148)
Management fees
               5,415    4,948    16,140    14,858
Interest and credit facilities expenses
     $ 4,886      $ 6,891   $ 18,095   $ 16,087    3,793                4,886    12,742    18,095
Management fees
   4,948    3,853 14,858 8,494
Professional fees
   225    185 1,014 871    264    225    1,023    1,014
Administrative fees
   337    290 1,048 709    373    337    1,108    1,048
Directors’ fees
   97    94 293 284    98    97    301    293
Incentive fees
   -        5,232 (12,148 ) 9,757
Other expenses
   87    (5 ) 184 91    56    87    1,340    184












Total expenses
     $         10,580      $         16,540   $         23,344   $         36,293      $ 17,084      $ 10,580      $ 68,254      $ 23,344












Our total expenses were ~~$10.6~~$17.1 million and ~~$16.5~~$10.6 million for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Our total expenses included management fees attributed to the Adviser of ~~$4.9~~$5.4 million and ~~$3.9~~$4.9 million; and incentive fees ~~attributed to the Adviser~~ of $0$7.1 million and ~~$5.2 million,~~$0, for the three months ended September 30, 2021 and 2020, ~~and 2019,~~ respectively.
The ~~decrease~~increase in total expenses during the three months ended September 30, ~~2020~~2021 compared to the three months ended September 30, ~~2019~~2020 was primarily due to ~~the lack of~~ incentive fees ~~expense~~that were accrued during the current quarter ~~resulting from~~as a result of our IRR ~~falling~~exceeding the hurdle rate. Total expenses during the three months ended September 30, 2020 did not include an accrual for incentive fees as our IRR was below the hurdle ~~rate stipulated~~rate. The increase in incentive fees during the three months ended September 30, 2021 was partially offset by lower interest and credit facilities expenses during the current quarter compared to the three months ended September 30, 2020, due to lower outstanding balances and interest rates on our ~~Advisory Agreement.~~credit facilities.
Our total expenses were ~~$23.3~~$68.3 million and ~~$36.3~~$23.3 million for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Our total expenses included management fees attributed to the Adviser of ~~$14.9~~$16.1 million and ~~$8.5~~$14.9 million; and incentive fees ~~attributed to the Adviser~~ of ~~($12.1)~~$35.6 million and ~~$9.8 million,~~($12.1), for the nine months ended September 30, 2021 and 2020, ~~and 2019,~~ respectively. ~~The decrease~~
Similar to the three months ended September 30, 2021, the increase in total ~~operating~~expenses during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 was primarily due to incentive fees that were accrued during the current year-to-date period as a result of our IRR exceeding the hurdle rate. In contrast, total expenses during the nine months ended September 30, 2020 included a $12.1 million reversal of previously accrued incentive fees, in conjunction with our IRR falling below the hurdle rate during the nine months ended September 30, 2020. This increase was partially offset by lower interest and credit facilities expenses during the current year-to-date period compared to the nine months ended September 30, ~~2019 was primarily~~2020, due to ~~the reversal of previously accrued incentive fees which took place during the first quarter of fiscal year 2020, in conjunction with the decrease in~~lower interest rates on our ~~IRR. Since March 31, 2020, our IRR has fallen below the hurdle rate specified in our Advisory Agreement. The reversal of incentive fees was partially offset by higher interest and~~ credit facilities expenses resulting from a higher average debt outstanding balance during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Lastly, management fees attributed to our Adviser also increased, consistent with the overall increase in the size of our investment portfolio.facilities.
Net realized (loss) gain on~~non-controlled/non-affiliated~~ investments
Our net realized (loss) gain on~~non-controlled/non-affiliated~~ investments for the three months ended September 30, 2021 and 2020 was ($0.2) million and ~~2019 was~~ $0, ~~and $0.3 million,~~ respectively.
Our net realized ~~gain~~loss during the three months ended September 30, ~~2019~~2021 was primarily attributable to our partial disposition of our delayed draw term loan to ~~Heligear Acquisition Co.~~Retail Services WIS Corporation which resulted in a realized loss of $0.2 million.
Our net realized gain on~~non-controlled/non-affiliated~~ investments for the nine months ended September 30, 2021 and 2020 was $1.7 million and ~~2019 was~~ $1.9 million, ~~and $0.8 million,~~ respectively. Our net realized gain during the nine months ended September 30, 2021 was primarily attributable to our partial or full dispositions of the following investments (dollar amounts in thousands):
Issuer
      Investment                   Realized Gain
(Loss)
Production Resources Group, LLC
Class A Units   $ 3,117
SMTC Corporation
Warrants 984
PSS Industrial Group Corp.
Term Loan (2,428)
All others
Various 43
Net realized gain
  $ 1,716
Our net realized gain during the nine months ended September 30, 2020 was primarily attributable to our partial or full dispositions of the following investments (dollar amounts in thousands):

Issuer
       Investment                  Realized Gain
Powerhouse Intermediate, LLC
   Term Loan      $ 346
AVI-SPL, Inc.
   Term Loan    331
Westrock Coffee Company, LLC
   Term Loan    306
Gold Star Foods Inc.
   Term Loan    270
AMCP Staffing Intermediate Holdings III, LLC
   Term Loan    344
Dura-Supreme Holdings, Inc.
   Term Loan    170
Hunter Fan Company
   Term Loan    78
Geon Performance Solutions, LLC
   Term Loan    53
Mondee Holdings, LLC
   Term Loan    45



Total realized gain
        $ 1,943


45
~~Our net realized gain during the nine months ended September 30, 2019 was primarily attributable to our partial disposition of our term loans to SMTC Corporation and Heligear Acquisition Co.~~
Net change in unrealized appreciation/depreciation on~~non-controlled/non-affiliated~~ investments
Our net change in unrealized appreciation/depreciation on ~~non-controlled/non-affiliated~~investments for the three months ended September 30, 2021 and 2020 ~~and 2019~~ was ~~$21.5~~$6.2 million and ~~$4.5~~$21.5 million, respectively. Our net change in unrealized appreciation/depreciation for the three months ended September 30, ~~2020~~2021 was primarily due to the following investments (dollar amounts in thousands):

Issuer
         Investment          Change in Unrealized
Appreciation/
Depreciation
Slogic Holdings Corp.
   Term Loan    $ 5,337
Innerworkings, Inc.
   Term Loan    2,304
Westrock Coffee Company, LLC
   Term Loan    2,958
Keeco Holdings, LLC
   Term Loan    1,887
Voyant Beauty Holdings, Inc.
   Term Loan    1,843
Verdesian Life Sciences, LLC
   Term Loan    1,585
Greenfield World Trade, Inc.
   Term Loan    1,450
Heligear Acquisition Co.
   Term Loan    1,407
Mondee Holdings, LLC
   Term Loan    1,356
Akumin, Inc.
   Term Loan    1,210
Need It Now Delivers, LLC
   Term Loans    1,166
Centric Brands Inc.
   Term Loan    1,155
Torrid LLC
   Term Loan    1,115
Winsight, LLC
   Term Loan    (2,056 )
PSS Industrial Group Corp.
   Term Loan    (2,291 )
All others
   Various    1,079




Net change in unrealized appreciation/depreciation
      $ 21,505


Issuer
Investment Change in Unrealized
    Appreciation/Depreciation
Keeco Holdings, LLC
Term Loan   $ (1,808)
Karman Holdings LLC (fka Spaceco Holdings LLC)
Term Loan (1,307)
Bendon Inc.
Term Loan (1,002)
Shipston Group U.S. Inc.
Term Loans (899)
Voyant Beauty Holdings, Inc.
Term Loan (888)
Westrock Coffee Company, LLC
Term Loan (778)
Red Lobster Management, LLC
Term Loan (706)
Navistar Defense, LLC
Term Loan (630)
UniTek Acquisition, Inc.
Term Loans 522
Rocky Brands, Inc.
Term Loan 978
Carolina Atlantic Roofing Supply LLC
Term Loan 1,243
Retail Services WIS Corporation
Term Loans 3,315
Shelterlogic Group Holdings, Inc.
Common Stock 8,019
All others
Various 106
Net change in unrealized appreciation/depreciation
  $ 6,165
Our net change in unrealized appreciation/depreciation for the three months ended September 30, 2020 was primarily due to the following investments (dollar amounts in thousands):
Issuer
      Investment             Change in Unrealized
Appreciation/
Depreciation
Slogic Holdings Corp.
Term Loan $ 5,337
Innerworkings, Inc.
Term Loan 2,304
Westrock Coffee Company, LLC
Term Loan 2,958
Keeco Holdings, LLC
Term Loan 1,887
Voyant Beauty Holdings, Inc.
Term Loan 1,843
Verdesian Life Sciences, LLC
Term Loan 1,585
Greenfield World Trade, Inc.
Term Loan 1,450
Heligear Acquisition Co.
Term Loan 1,407
Mondee Holdings, LLC
Term Loan 1,356
Akumin, Inc.
Term Loan 1,210
Need It Now Delivers, LLC
Term Loans 1,166
Centric Brands Inc.
Term Loan 1,155
Torrid LLC
Term Loan 1,115
Winsight, LLC
Term Loan (2,056)
PSS Industrial Group Corp.
Term Loan (2,291)
All others
Various 1,079
Net change in unrealized appreciation/depreciation
$ 21,505
Our net change in unrealized appreciation/depreciation during the three months ended September 30, 2020 was affected by significant business disruptions and various other consequences experienced by our portfolio companies due to the uncertainty and economic volatility caused by COVID-19, in addition to other business conditions unique to our respective issuers. However, credit spreads ~~have continued to tighten~~tightened during the ~~current quarter quarter~~three months ended September 30, 2020 compared to the three months ended June 30, 2020 and in addition, some of our portfolio companies ~~have begun~~began to see performance improvements which, together, elevated valuations during the ~~quarter.~~quarter ended September 30, 2020.
Our net change in unrealized appreciation/depreciation investments for the nine months ended September 30, 2021 and 2020 was $27.3 million and ($54.3) million, respectively. Our net change in unrealized appreciation/depreciation for the three months ended September 30, 2019 was largely due to our term loans to Innerworkings, Inc., Heligear Acquisition Co., Columbia Helicopters, Inc., and SMTC Corporation, which collectively recognized $8.0 million in unrealized appreciation during the period. These were partially offset by our term loans to SLogic Holding Corp., Unitek Acquisition, Inc., and Production Resource Group, LLC, which collectively recorded $3.7 million in unrealized depreciation during the period.
~~Our net change in unrealized appreciation/depreciation on~~ ~~non-controlled/non-affiliated~~ ~~investments for the~~ nine months ended September 30, ~~2020 and 2019~~2021 was ~~($54.3) million and $8.8 million, respectively.~~ primarily due to the following investments (dollar amounts in thousands):
Issuer
        Investment         Change in Unrealized
        Appreciation/Depreciation
Shelterlogic Group Holdings, Inc.
Common Stock $ 15,377
Greenfield World Trade, Inc.
Term Loan 5,090
PSS Industrial Group Corp.
Term Loan 3,384*
Retail Services WIS Corporation
Term Loans 3,299
Obagi Cosmeceuticals LLC
Term Loan 3,265
Rocky Brands, Inc.
Term Loan 1,860
Winsight, LLC
Term Loan 1,593
UniTek Acquisition, Inc.
Term Loans 1,354
Carolina Atlantic Roofing Supply LLC
Term Loan 1,180
Red Lobster Management, LLC
Term Loan 1,006
Voyant Beauty Holdings, Inc.
Term Loan (1,098)
Bendon Inc.
Term Loan (1,224)
Columbia Helicopters Inc.
Term Loan (1,350)
Verdesian Life Sciences, LLC
Term Loan (1,686)*
Production Resource Group, LLC
Class A Units (1,831)*
Navistar Defense, LLC
Term Loan (2,052)
Hoover Group, Inc.
Term Loan (2,136)
All others
Various 1,256
Net change in unrealized appreciation/depreciation
$ 27,287
*
Reversals of previously recognized unrealized depreciation (appreciation). Recognized during the nine months ended September 30, 2021 as realized (gains) losses and/or accelerated original issue discount.
Our net change in unrealized appreciation/depreciation for the nine months ended September 30, 2020 was due to the following investments (dollar amounts in thousands):

Issuer
         Investment          Change in Unrealized
Appreciation/
Depreciation
Production Resource Group, LLC
   Term Loan    $ (14,378 )
Mondee Holdings, LLC
   Term Loan    (10,184 )
PSS Industrial Group Corp.
   Term Loan    (4,803 )
Slogic Holdings Corp.
   Term Loan    (5,187 )
Winsight, LLC
   Term Loan    (4,105 )
UniTek Acquisition, Inc.
   Term Loans    (3,875 )
Centric Brands Inc.
   Term Loan    (3,663 )
46

Issuer
         Investment          Change in Unrealized
Appreciation/
Depreciation
United Poly Systems Holding, Inc.
   Term Loan    (2,078 )
Greenfield World Trade, Inc.
   Term Loan    (2,952 )
Shipston Group U.S. Inc.
   Term Loans    (1,352 )
FM Restaurants Holdco, LLC
   Term Loan    (1,184 )
Westrock Coffee Company, LLC
   Term Loan    1,666
Voyant Beauty Holdings, Inc.
   Term Loan    1,843
All others
   Various    (4,079 )




Net change in unrealized appreciation/depreciation
      $ (54,331 )


Issuer
        Investment                 Change in Unrealized
Appreciation/
Depreciation
Production Resource Group, LLC
Term Loan $ (14,378)
Mondee Holdings, LLC
Term Loan (10,184)
PSS Industrial Group Corp.
Term Loan (4,803)
Slogic Holdings Corp.
Term Loan (5,187)
Winsight, LLC
Term Loan (4,105)
UniTek Acquisition, Inc.
Term Loans (3,875)
Centric Brands Inc.
Term Loan (3,663)
United Poly Systems Holding, Inc.
Term Loan (2,078)
Greenfield World Trade, Inc.
Term Loan (2,952)
Shipston Group U.S. Inc.
Term Loans (1,352)
FM Restaurants Holdco, LLC
Term Loan (1,184)
Westrock Coffee Company, LLC
Term Loan 1,666
Voyant Beauty Holdings, Inc.
Term Loan 1,843
All others
Various (4,079)
Net change in unrealized appreciation/depreciation
$ (54,331)
Our net change in unrealized appreciation/depreciation during the nine months ended September 30, 2020 was affected by significant business disruptions and various other consequences experienced by our portfolio companies due to the uncertainty and economic volatility caused by COVID-19, in addition to other business conditions unique to our respective issuers.
Our net change in unrealized appreciation/depreciation for the nine months ended September 30, 2019 was largely due to our term loans to Innerworkings, Inc., Heligear Acquisition Co., Columbia Helicopters, Inc., Sparton Corporation, SMTC Corporation, Verdesian Life Sciences, LLC, and DynCorp International Inc., which collectively recognized $10.5 million in unrealized appreciation during the period. These were partially offset by our term loan to Keeco Holdings, LLC, which recorded $1.8 million in unrealized depreciation during the same period.
Net increase (decrease) in Members’ Capital from operations
Our net increase in ~~members’ capital~~Members’ Capital from operations during the three months ended September 30, 2021 and 2020 ~~and 2019~~ was ~~$45.7~~$28.3 million and ~~$13.3~~$45.7 million, respectively. The relative ~~increase~~decrease in ~~members’ capital~~Members’ Capital from operations during the three months ended September 30, ~~2020~~2021 compared to the increase during three months ended September 30, 2020 was primarily due to lower net change in unrealized appreciation/depreciation during the current quarter which, as previously described, was a net appreciation of $6.4 million, compared to a net appreciation of $21.5 million during the three months ended September 30, ~~2019 was primarily due to higher net investment income during the quarter, coupled with higher net appreciation in our net change in unrealized appreciation/depreciation on our~~ ~~non-controlled/non-affiliated~~ ~~investments.~~2020.
Our net increase in ~~members’ capital~~Members’ Capital from operations during the nine months ended September 30, 2021 and 2020 ~~and 2019~~ was ~~$29.0~~$81.1 million and ~~$30.1~~$29.0 million, respectively. The ~~relative decrease~~increase in ~~members’ capital from operations~~Members’ Capital during the during the nine months ended September 30, 2021 compared to the decrease during nine months ended September 30, 2020 was primarily due to our net change in unrealized appreciation/depreciation during the nine months ended September 30, 2021 which, as previously described, was a net appreciation of $27.3 million, compared to a net depreciation of ($54.3) million during the nine months ended September 30, 2020. This was partially offset by the increase in our total expenses during the nine months ended September 30, 2021 compared to the nine months ended September 30, ~~2019 was primarily due higher net depreciation on our net change in unrealized appreciation/depreciation on our~~ ~~non-controlled/non-affiliated~~ ~~investments, partially offset by higher net investment income during the period.~~2020.
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, ~~2020,~~2021, 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, ~~2020~~2021
Commitments
   $ 1,373,401
Undrawn commitments
   $ ~~548,401~~            165,401
Percentage of commitments funded
   ~~60.1%~~         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
47
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 Revolving Credit Facility is generally secured by the Natixis Borrowing Base assets.
The Natixis Maximum Commitment may be periodically increased in amounts designated by ~~us,~~the Company, up to an aggregate amount of $1 billion. The maturity date of the Natixis Credit Agreement iswas May 10, 2021. On May 10, 2021, ~~unless such~~the Company exercised its option to extend the maturity date ~~is extended at our~~of the Natixis Credit Agreement to May 9, 2022. The Company has one more available option ~~no more than two times~~to extend the Natixis Credit Agreement maturity date for a term of up to 364 days after the maturity date per such extension. Borrowings under the Natixis Credit Agreement bear interest at a rate equal to either (a) a base rate calculated in a customary manner plus ~~0.55%~~0.75% or (b) an adjusted eurodollar rate calculated in a customary manner plus ~~1.55%~~1.75%. As of December 31, ~~2019,~~2020, the Natixis Maximum Commitment was ~~$400.0~~$280.0 million. ~~The~~On March 10, 2021, we further reduced the Natixis Maximum Commitment ~~was reduced~~ to ~~$340,000 on April 21, 2020 and was further reduced to $280,000 on July 1, 2020.~~$250.0 million.
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. As of September 30, ~~2020~~2021, we were in compliance with such covenants.
As of September 30, ~~2020, the Natixis Borrowing Base assets were greater than the Natixis Maximum Commitment. As of~~2021 and December 31, ~~2019,~~2020, the Natixis Borrowing Base assets were less than the Natixis Maximum Commitment. A summary of amounts outstanding and available under the Natixis Revolving Credit Facility as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020 was as follows (dollar amounts in thousands):

Natixis Revolving Credit Facility
       Maximum
Commitment        Borrowings
Outstanding        Available
Amount⁽¹⁾
As of September 30, 2020
   $ 280,000    $ 172,000    $ 108,000
As of December 31, 2019
   $ 400,000    $ 252,000    $ 30,866
Natixis Revolving Credit Facility
   Maximum
            Commitment                 Borrowings
            Outstanding                             Available
Amount⁽¹⁾
As of September 30, 2021
     $ 250,000      $ 45,000      $ 89,444
As of December 31, 2020
     $ 280,000      $ 172,000      $ 85,230

(1)
The amount available considers any limitations related to the debt facility borrowing.
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
48
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. The PNC Credit Facility will mature on January 29, 2024. 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) 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 June 19, 2020, the Second Amended PNC Maximum Commitment was increased from ~~$795,000~~$795.0 million to ~~$825,000.~~$825.0 million.
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, ~~2020,~~2021, 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.
As of September 30, 2021 and December 31 2020, the PNC Borrowing Base assets were less ~~than the Second Amended and Amended PNC Maximum Commitment. As of December 31, 2019, the PNC Borrowing Base assets were greater~~ than the Second Amended and Amended PNC Maximum Commitment. A summary of amounts outstanding and available under the PNC Credit Facility as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020 is as follows (dollar amounts in thousands):

PNC Credit Facility
   Maximum
Commitment    Borrowings
Outstanding    Available
Amount⁽¹⁾
As of September 30, 2020
   $ 825,000    $ 413,000    $ 231,661
As of December 31, 2019
   $ 600,000    $ 505,000    $ 95,000
PNC Credit Facility
   Maximum
            Commitment                 Borrowings
            Outstanding                               Available
Amount⁽¹⁾
As of September 30, 2021
     $ 825,000      $ 413,000      $ 348,386
As of December 31, 2020
     $ 825,000      $ 413,000      $ 334,734

(1)
The amount available considers any limitations related to the debt facility borrowing.
Borrowings under the PNC Credit Facility as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020 consisted of $165.5 million ~~and $325.0 million, respectively,~~ from the PNC Revolving Credit Facility (i.e., revolving line of credit) and $247.5 million ~~and $180.0 million, respectively,~~ of PNC Term Loan.
We incurred financing costs of $3.4 million and $4.4 million, in connection with the Natixis Credit Agreement and the PNC Credit Agreement, respectively. In addition, we incurred an additional $2.1 million and $1.5 million in financing costs in connection with the Amended and Second Amended PNC Credit Agreement, respectively. Lastly, we incurred ~~$0.2~~$0.3 million in financing costs associated with the June 19, 2020 upsize of the PNC Credit Facility.
We incurred $0.6 million in fees associated with the May 10, 2021 extension of the Natixis Credit Agreement. We recorded most of the costs associated with the Revolving Credit Facilities 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. As of September 30, ~~2020~~2021 and December 31, ~~2019, $5.0~~2020, $3.3 million and ~~$5.6~~$4.3 million, respectively, of such deferred financing costs had yet to be amortized. 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, ~~2020~~2021 and December 31, ~~2019, $1.8~~2020, $1.2 million and $1.6 million, respectively, of such deferred financing costs have yet to be amortized.
49
The summary information regarding the Credit Facilities for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 was as follows (dollar amounts in thousands):

           Three Months Ended September 30,                         Nine Months Ended September 30,
   Three Months Ended September 30,    Nine Months Ended September 30,    2021    2020 2021    2020
   2020    2019    2020    2019
Credit Facilities interest expense
   $ 3,655    $ 5,542    $ 14,530    $ 12,404      $ 2,638         $ 3,655   $ 9,178         $ 14,530
Unused commitment fees
   438    722    1,138    1,988    518       438 1,380       1,138
Administrative fees
   —      —      100    50    —         —   100       100
Amortization of deferred financing costs
   793    627    2,327    1,645    637       793 2,084       2,327














Total
   $ 4,886    $ 6,891    $ 18,095    $ 16,087      $ 3,793         $ 4,886   $ 12,742         $ 18,095














Weighted average interest rate
   2.44%    4.89%    3.09%    4.47%    2.43%    2.44 % 2.34%    3.09 %
Average outstanding balance
   $ 585,000    $ 443,522    $ 617,858    $ 366,289      $ 425,098         $ 585,000   $ 516,905         $ 617,858
In order to finance certain investment transactions, we may, from time to time, enter into repurchase agreements with Macquarie US Trading LLC (“Macquarie”), whereby we sell to Macquarie an investment that we hold and concurrently enter into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold (the “Macquarie Transaction”). These Macquarie Transactions are accounted for aas secured borrowings. Accordingly, the investment financed by the Macquarie Transaction remains on our Consolidated Statements of Assets and Liabilities as an asset, and we record a liability to reflect our repurchase obligation to Macquarie (the “Repurchase Obligation”). The Repurchase obligation is secured by the respective investment that is the subject of the repurchase agreement.
AsNo repurchase agreements were entered into or settled during the three months ended September 30, 2021. During the nine months ended September 30, 2021, we entered into and settled a repurchase agreement for which we incurred interest expense of $0.5 million.
During the three and nine months ended September 30, 2020, we ~~had an outstanding Repurchase Obligation of $23.3 million associated with~~entered into a repurchase agreement ~~that was entered into on September 21, 2020. Such Repurchase Obligation was~~ collateralized by our term loan to AGY Holdings Corp. Interest under this Repurchase Obligation iswas calculated as “the product of (i) the difference in days between the trade date and the settlement date of the Macquarie Transaction and (ii) 0.00009722,” as stipulated in the repurchase agreement.
~~We settled the~~Interest expense associated with this Repurchase Obligation ~~with respect to the Company’s term loan to AGY Holdings Corp. on October 16, 2020~~totaled $0.6 million.
The Company had no outstanding Repurchase Obligations as of September 30, 2021 and ~~incurred interest expense of $57.~~December 31, 2020.
50
We had the following unfunded commitments and unrealized depreciation by investment as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020 (dollar amounts in thousands):

   Maturity/
Expiration    September 30, 2020    December 31, 2019       September 30, 2021    December 31, 2020
Unfunded Commitments
       Amount        Unrealized
    Depreciation            Amount        Unrealized
    Depreciation        Maturity/
    Expiration            Amount        Unrealized
    Depreciation            Amount        Unrealized
    Depreciation
AGY Holdings Corp.
     September 2022      $ 12,921    $ —    $ —    $ —    September 2025      $ 7,752      $ -          $ 10,854      $ -
Altern Marketing LLC
   September 2024    1,815    —    —    —    October 2024    5,217    -        2,473    -
AMCP Staffing Intermediate Holdings III, LLC
   September 2025    —    —    2,767    28
Bendon Inc.
   December 2025    7,263    254    8,254    149
Caiman Merger Sub LLC
   November 2024    1,031    —    1,031    8    November 2024    -        -        1,031    -
Cassavant Holdings, LLC
   January 2025    392    11    —    —
Cassavant Holdings, LLC
   June 2021    1,960    55    —    —
Centric Brands Inc.
   May 2021    2,312    —    —    —    October 2024    1,351    -        2,922    -
DBM Global, Inc.
   October 2020    7,805    —    —    —
Dura-Supreme Holdings, Inc.
   October 2024    —    —    1,514    6
Encompass Digital Media, Inc.
   September 2023    1,372    54    794    18    September 2023    2,022    -        1,661    28
FM Restaurants Holdco, LLC
   November 2024    —    —    1,062    6    November 2023    2,414    -        -        -
FM Restaurants Holdco, LLC
   November 2024    2,414    126    4,827    29
GEON Performance Solutions, LLC
   October 2024    2,351    26    3,133    19    October 2024    -        -        2,350    -
Gold Star Foods Inc.
   April 2020    —    —    2,754    8
Gold Star Foods Inc.
   October 2024    —    —    4,589    14
Help at Home, LLC
   August 2022    9,784    —    —    —
Greenfield World Trade, Inc.
   December 2021    16,118    -        -        -
Hometown Food Company
   August 2023    4,313    —    5,881    82    August 2023    5,097    -        5,097    -
KBP Investments LLC
   May 2023    15,000    —    —    —
Karman Holdings LLC (fka Spaceco Holdings LLC)
   December 2025    4,261    34    9,364    122
KBP Brands, LLC (fka KBP Investments LLC)
   May 2023    16,000    144    15,000    -
Mondee Holdings LLC
   December 2024    8,613    —    8,613    146    December 2024    8,613    -        8,613    -
Need It Now Delivers, LLC
   December 2020    4,496    174    6,025    24
Powerhouse Intermediate, LLC
   October 2024    —    —    2,423    10
Production Resource Group, LLC
   July 2026    131    —    —    —
United Poly Systems Holding, Inc.
   June 2024    6,505    650    6,506      215
Obagi Cosmeceuticals LLC
   March 2026    11,308    -        -        -
Production Resource Group LLC
   October 2021    -        -        1,443    -
Quicken Parent Corp.
   April 2023    948    -        948    7
Rapid Displays, Inc.
   April 2026    1,770    35    -        -
UniTek Acquisition, Inc.
   August 2023    1,714    168    3,214    498
WDE TorcSill Holdings LLC
   October 2024    4,564    59    7,302    73    October 2024    2,108    89    4,564    141
Wellbore Integrity Solutions
   December 2020    953    27    953    4
Winsight, LLC
   November 2023    —    —    13,887    83
Winsight, LLC
   November 2021    —    —    2,217    13    March 2024    4,233    275    -        -
















Total
      $ 88,732    $ 1,182    $ 76,278    $ 786         $             98,189      $         999      $             77,788      $         945
















51
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, including changes in interest rates. As of September 30, ~~2020, 100.0%~~2021, 99.5% of our debt investments bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to ~~six~~nine months. As of September 30, ~~2020,~~2021, the percentage of our floating rate debt investments that bore interest based on an interest rate floor was ~~100.0%~~99.4%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to ~~six~~nine months only if the index exceeds the floor.
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.
Based on our September 30, ~~2020~~2021 consolidated statement of assets and liabilities, the following table shows the annual impact on net investment income (excluding the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure (dollar amounts in thousands):

       Interest Income            Interest Expense            Net Investment
Income (Loss)        Interest Income         Interest Expense       Net Investment
    Income (Loss)
Up 300 basis points
     $ 24,794        $ 17,794        $ 7,000        $ 26,913   $ 13,931   $ 12,982
Up 200 basis points
   10,784      11,863      (1,079)    12,355 9,287 3,068
Up 100 basis points
   905      5,931      (5,026)    821 4,644 (3,823 )
Down 100 basis points
   (22)    (1,238)    1,216      (15 ) (583 ) 568
Down 200 basis points
   (22)    (1,238)    1,216      (30 ) (583 ) 553
Down 300 basis points
   (22)    (1,238)    1,216      -     (583 ) 583

ITEM 4.
CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934). Based on that evaluation, our President and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934.
There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
52
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
~~Item 1.~~
~~Legal Proceedings~~
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors
~~Item 1A.~~
~~Risk Factors~~
~~In addition to the other information set forth within the Form~~ ~~10-Q,~~ ~~consideration should be given to~~There have been no material changes from the risk factors previously disclosed in our Annual Report on Form ~~10-K~~10-K. ~~that we filed with the SEC on March 16, 2020, as amended by Form~~ ~~10-K/A~~ ~~filed April 29, 2020,~~
Item 2. Unregistered Sales of Equity Securities and ~~the following risk factor regarding the impact~~Use of ~~the~~ ~~COVID-19~~ ~~pandemic.~~Proceeds
~~The~~ ~~COVID-19~~ ~~pandemic has materially and adversely affected certain of our portfolio companies, and could materially and adversely affect our business, financial condition, results of operations and cash flows.~~
~~In late 2019 and early 2020, a novel coronavirus~~ ~~(SARS-CoV-2)~~ ~~and related respiratory disease~~ ~~(“COVID-19”)~~ was first reported in China and spread rapidly to across the world, including to the United States. This outbreak has led, and for an unknown period of time will continue to lead, to disruptions in local, regional, national and global markets and economies affected thereby. With respect to the United States credit markets (in particular for middle market loans), this outbreak has resulted in, and until fully resolved is likely to continue to result in, the following (among other things): (i) government imposition of various forms of “stay at home” orders and the closing or reduced operating capacity of ~~“non-essential”~~ ~~businesses, resulting in significant disruption to the businesses of many middle-market loan borrowers including supply chains, demand and practical aspects of their operations, as well as in~~ ~~lay-offs~~ of employees, and, while these effects are hoped to be temporary, some effects could be persistent or even permanent; (ii) increased draws by borrowers on revolving lines of credit; (iii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iv) volatility and disruption of these markets including greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues; and (v) rapidly evolving proposals and/or actions by state and federal governments to address problems being experienced by the markets and by businesses and the economy in general which may not adequately address the problems facing the loan market and middle market businesses. This outbreak is having, and any future outbreaks could have, an adverse impact on our portfolio companies and on the markets and the economy in general, and that impact could be material. For example, if the temporary closure or reduced operating capacity of many corporate offices, retail stores, and manufacturing facilities and factories in the jurisdictions, including the United States, affected by the ~~COVID-19~~ pandemic were to continue for an extended period of time it could result in further reduced cash flows to us from our existing portfolio companies, which could further reduce cash available for distribution to our Unitholders.
Further, from an operational perspective, many of our Adviser’s investment professionals are currently working remotely. An extended period of remote work arrangements could increase operational risks, including but not limited to cybersecurity risks and risks related to business continuity capacity, which may impair our ability to manage our business. In addition, we are highly dependent on third party services providers for certain communication and information systems. As a result, we rely upon the successful implementation and execution of the business continuity planning of such providers in the current environment. If one or more of these third parties to whom we outsource certain critical business activities experience operational failures as a result of the impacts from the spread of ~~COVID-19,~~ ~~or claim that they cannot perform due to a force majeure, it may have a material adverse effect on our business, and its financial condition, results of operations, liquidity and cash flows.~~
~~In addition, the United States capital markets have experienced extreme volatility and disruption following the spread of~~ ~~COVID-19~~ in the United States. Some economists and major investment banks have expressed concern that the continued spread of the virus globally could lead to a world-wide economic downturn. Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity may have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions may also increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events have limited and could continue to limit our investment originations, and limit our ability to grow and could have a material negative impact on our operating results and the fair values of our debt and equity investments.
53
~~Item 2.~~
~~Unregistered Sales of Equity Securities and Use of Proceeds~~
Sales of unregistered securities
None.
Issuer purchases of equity securities
None.
Item 3. Defaults Upon Senior Securities
~~Defaults Upon Senior Securities~~
~~None.~~

~~Item 4.~~None.
~~Mine Safety Disclosures~~
~~None.~~Item 4. Mine Safety Disclosures

~~Item 5.~~None.
~~Other Information~~
Item 5. Other Information
None.
54
Item 6.    Exhibits.
~~Exhibits.~~
(a) Exhibits

3.1 Certificate of Formation (incorporated by reference to Exhibit 3.1 to a registration on Form 10 filed on September 1, 2017)
3.2 Limited Liability Company Agreement, dated June 29, 2017 (incorporated by reference to Exhibit 3.2 to a registration on Form 10 filed on September 1, 2017)
3.3 Amended and Restated Limited Liability Company Agreement, dated October 2, 2017 (incorporated by reference to
Exhibit 3.3 to a registration on Form 10 filed on October 16, 2017)
3.4 Third Amended and Restated Limited Liability Company Agreement, dated as of September 10, 2018 (incorporated by reference to Exhibit 3.6 to the registrant’s Quarterly Report on Form 10-Q filed November 6, 2018).
3.5 Fourth Amended and Restated Limited Liability Company Agreement, dated as of January 14, 2019 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on January 18, 2019).
10.1 Investment Advisory and Management Agreement dated December 29, 2017 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 3, 2018).
10.2 Administration Agreement dated December 29, 2017, by and between TCW Direct Lending VII LLC and TCW Asset Management Company LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on January 3, 2018).
10.3 Amended and Restated Administration Agreement, dated as of September 25, 2018, between TCW Direct Lending VII LLC and TCW Asset Management Company LLC (incorporated by reference to Exhibit 3.7 to the registrant’s Quarterly Report on Form 10-Q filed November 6, 2018).
10.4 Revolving Credit Agreement, dated as of May 10, 2018, among TCW Direct Lending VII LLC, as borrower, and Natixis, New York Branch, as Administrative Agent and Committed Lender (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on May 14, 2018).
10.5 Credit and Security Agreement, dated as of January 29, 2019, among TCW DL VII Financing LLC, as borrower, PNC Bank, National Association, as facility agent, and State Street Bank and Trust Company, as collateral agent (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 4, 2019).
10.6 First Amended and Restated Credit and Security Agreement, dated as of April 11, 2019, among TCW DL VII Financing LLC, as borrower, PNC Bank, National Association, as facility agent, the lenders from time to time party thereto, and State Street Bank and Trust Company, as collateral agent (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 16, 2019).
10.7 Second Amended and Restated Credit and Security Agreement, dated as of March 17, 2020, among TCW DL VII Financing LLC, as borrower, PNC Bank, National Association, as facility agent, the lenders from time to time party thereto, and State Street Bank and Trust Company, as collateral agent (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on March 20, 2020).
10.8 Fourth Amendment to Revolving Credit Agreement, dated as of May 10, 2021, among TCW Direct Lending VII LLC, as borrower, and Natixis, New York Branch, as Administrative Agent and Committed Lender (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 10, 2021).
10.9 Fifth Amendment to Revolving Credit Agreement, dated as of May 13, 2021, among TCW Direct Lending VII LLC, as borrower, and Natixis, New York Branch, as Administrative Agent and Committed Lender (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on May 10, 2021)
31.1^* Certification of President Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2^* Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1^* Certification of President Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
32.2^* Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

^*
Filed herewith
55
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 8, 2021
TCW DIRECT LENDING VII LLC
~~Date: November 9, 2020~~ By:
/s/ Richard T. Miller
Richard T. Miller
President
Date: November ~~9, 2020~~8, 2021

By:
/s/James G. Krause
James G. Krause
Chief Financial Officer

5655


LIBOR - London Interbank Offered Rate, generally 1-Month or 3-Month
PRIME - Prime Rate


	For the nine months ended
	September 30,
	2020			2019
Cash Flows from Operating Activities
Net increase in net assets resulting from operations	$	28,963		$	30,124
Adjustments to reconcile the net (decrease) increase in net assets resulting from operations to net cash provided by operating activities:
Purchases of investments		(363,389	)		(609,789	)
Interest income paid-in-kind		(15,206	)		(271	)
Proceeds from sales and paydowns of investments		395,865			93,923
Net realized gain on investments		(1,943	)		(751	)
Net change in unrealized appreciation/depreciation on investments		54,331			(8,802	)
Amortization of premium and accretion of discount, net		(8,096	)		(3,544	)
Amortization of deferred financing costs		2,327			1,645
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in interest receivable		1,147			(3,513	)
(Increase) decrease in receivable for investments sold		—			(8,808	)
(Increase) decrease in prepaid and other assets		(61	)		804
Increase (decrease) in interest and credit facilities expense payable		(1,037	)		2,383
Increase (decrease) in management fees payable		(3,741	)		1,545
Increase (decrease) in directors’ fees payable		241			215
Increase (decrease) in organization costs payable to Adviser		—			(741	)
Increase (decrease) in offering costs payable to Adviser		—			(633	)
Increase (decrease) in directors’ fees reimbursable to Adviser		—			(92	)
Increase (decrease) in incentive fees payable		(12,148	)		9,757
Increase (decrease) in other accrued expenses and liabilities		104			142

Net cash provided by (used in) operating activities	$	77,357		$	(496,406	)

Cash Flows from Financing Activities
Contributions	$	—		$	347,453
Distributions		(38,635	)		(1,865	)
Return of capital		(47,000	)		—
Return of unused capital		—			(146,453	)
Deferred financing costs paid		(1,888	)		(6,953	)
Proceeds from credit facilities		48,000			268,000
Repayments of credit facilities		(220,000	)		(76,000	)
Proceeds from repurchase obligation		23,257			—

Net cash (used in) provided by financing activities	$	(236,266	)	$	384,182

Net decrease in cash and cash equivalents	$	(158,909	)	$	(112,224	)

Cash and cash equivalents, beginning of period	$	220,074		$	160,995

Cash and cash equivalents, end of period	$	61,165		$	48,771

Supplemental and non-cash financing activities
Interest expense paid	$	15,662		$	10,631


	Commitments		Undrawn Commitments		% of Commitments Funded		Units
Unitholder	$	1,373,401	$	548,401		60.1%		13,734,010


	Commitments		Undrawn Commitments		% of Commitments Funded		Units

Unitholder	$	1,373,401	$	165,401		88.0%		13,734,010


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Units at beginning of period		13,734,010		13,734,010		13,734,010		13,734,010

Units issued and committed at end of period		13,734,010		13,734,010		13,734,010		13,734,010


Natixis Revolving Credit Facility	Maximum Commitment		Borrowings Outstanding		Available Amount⁽¹⁾
As of September 30, 2020	$	280,000	$	172,000	$	108,000
As of December 31, 2019	$	400,000	$	252,000	$	30,866


Natixis Revolving Credit Facility	Maximum Commitment		Borrowings Outstanding		Available Amount⁽¹⁾
As of September 30, 2021	$	250,000	$	45,000	$	89,444
As of December 31, 2020	$	280,000	$	172,000	$	85,230


PNC Credit Facility	Maximum Commitment		Borrowings Outstanding		Available Amount⁽¹⁾
As of September 30, 2020	$	825,000	$	413,000	$	193,037
As of December 31, 2019	$	600,000	$	505,000	$	95,000


	As of September 30, 2020		As of December 31, 2019		As of September 30, 2021			As of December 31, 2020
Principal amount outstanding on PNC Term Loan	$	247,500	$	180,000	$	247,500		$	247,500
Deferred financing costs		(1,783)		(1,613)		(1,247	)		(1,648	)

PNC Term Loan (as presented on the Consolidated Statements of Assets and Liabilities)	$	245,717	$	178,387	$	246,253		$	245,852


		For the Nine Months Ended September 30,					For the Nine Months Ended September 30,
		2020⁽¹⁾		2019⁽¹⁾			2021⁽¹⁾			2020⁽¹⁾
Net Asset Value Per Unit (accrual base), Beginning of Period		$	99.36	$	100.23		$	93.84		$	99.36

Net Decrease in Common Unitholder NAV from Prior Period			—		(0.05)

Income from Investment Operations:	Income from Investment Operations:					Income from Investment Operations:
Net investment income			5.92		1.50			3.79			5.92
Net realized and unrealized (loss) gain			(3.81)		0.69
Net realized and unrealized gain (loss)								2.11			(3.81	)

Total from investment operations			2.11		2.19

Total income from investment operations								5.90			2.11

Less Distributions:	Less Distributions:					Less Distributions:
From distributable earnings			(2.81)		(0.14)			(6.55	)		(2.81	)
From return of capital			(3.42)		—			(7.28	)		(3.42	)


Total distributions			(6.23)		(0.14)			(13.83	)		(6.23	)


Net Asset Value Per Unit (accrual base), End of Period		$	95.24	$	102.23		$	85.91		$	95.24

Unitholder Total Return⁽²⁾⁽³⁾			3.56%		6.90%			8.12	%		3.56	%

Unitholder IRR before incentive fees⁽⁴⁾			7.01%		11.41%			12.14	%		7.01	%

Unitholder IRR after all fees and expenses⁽⁴⁾			7.01%		9.13%			9.89	%		7.01	%


Ratios and Supplemental Data	Ratios and Supplemental Data					Ratios and Supplemental Data
Members’ Capital, end of period		$	759,558	$	630,663		$	1,014,510		$	759,558
Units outstanding, end of period			13,734,010		13,734,010			13,734,010			13,734,010

Ratios based on average net assets of Members’ Capital:	Ratios based on average net assets of Members’ Capital:					Ratios based on average net assets of Members’ Capital:
Ratio of total expenses to average net assets⁽⁵⁾⁽⁶⁾			3.99%		10.60%			9.47	%		3.99	%
Ratio of net expenses to average net assets⁽⁵⁾⁽⁶⁾			3.99%		10.60%
Ratio of financing cost to average net assets⁽³⁾			2.31%		3.52%			1.32	%		2.31	%
Ratio of net investment income to average net assets⁽⁵⁾⁽⁶⁾			13.90%		6.01%			7.23	%		13.90	%
Ratio of incentive fees to average net assets⁽⁵⁾			(2.08)%		2.85%			4.94	%		(2.08	)%
Credit facilities payable			583,217		492,000			456,753			583,217
Asset coverage ratio			2.30		2.28			3.22			2.30
Portfolio turnover rate⁽³⁾			28.20%		12.83%			37.43	%		28.20	%


Industry	Percent of Total Investments
Aerospace & Defense		~~14%~~
~~Chemicals~~		7%
~~Media~~		7%
~~Energy Equipment and Services~~		7%11%
Textiles, Apparel & Luxury Goods		7%
~~Health Care Providers & Services~~		6%
~~Beverages~~		6%
Software		5%6%
~~Information Technology~~Consumer Durables & Apparel		6%
Hotels, Restaurants & Leisure		6%
Energy Equipment & Services		6%
Commercial Services & Supplies		5%
Beverages		4%
Personal Products		5%4%
Household & Personal Products		4%
Household Products		4%
Media		4%
Household Durables		4%
~~Metals & Mining~~		4%
~~Household Products~~Publishing		3%
Health Care Technology		2%3%
~~Food Products~~Capital Goods		2%3%
~~Multiline Retail~~Information Technology Services		3%
Consumer Services		3%
Chemicals		3%
Packaging		2%
Construction ~~Materials~~& Engineering		2%
Auto Components		2%
~~Electronic Equipment, Instrument & Components~~		2%
~~Commercial Services and Supplies~~		2%
~~Hotels, Restaurants & Leisure~~		2%
~~Construction and Engineering~~Food Products		2%
Air Freight & Logistics		1%
Commercial & Professional Services		1%
Internet & Direct Marketing Retail		1%
Construction Materials		1%

Total		~~100 %~~100%


	For the three months ended September 30,					For the nine months ended September 30,					For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019			2020			2019		2021		2020		2021		2020
Expenses
Incentive fees											$	7,085	$	-	$	35,600	$	(12,148)
Management fees												5,415		4,948		16,140		14,858
Interest and credit facilities expenses	$	4,886	$	6,891		$	18,095		$	16,087		3,793		4,886		12,742		18,095
Management fees		4,948		3,853			14,858			8,494
Professional fees		225		185			1,014			871		264		225		1,023		1,014
Administrative fees		337		290			1,048			709		373		337		1,108		1,048
Directors’ fees		97		94			293			284		98		97		301		293
Incentive fees		-		5,232			(12,148	)		9,757
Other expenses		87		(5	)		184			91		56		87		1,340		184

Total expenses	$	10,580	$	16,540		$	23,344		$	36,293	$	17,084	$	10,580	$	68,254	$	23,344


Issuer	Investment	Realized Gain (Loss)

Production Resources Group, LLC	Class A Units	$	3,117
SMTC Corporation	Warrants		984
PSS Industrial Group Corp.	Term Loan		(2,428)
All others	Various		43

Net realized gain		$	1,716


Issuer	Investment	Realized Gain

Powerhouse Intermediate, LLC	Term Loan	$	346
AVI-SPL, Inc.	Term Loan		331
Westrock Coffee Company, LLC	Term Loan		306
Gold Star Foods Inc.	Term Loan		270
AMCP Staffing Intermediate Holdings III, LLC	Term Loan		344
Dura-Supreme Holdings, Inc.	Term Loan		170
Hunter Fan Company	Term Loan		78
Geon Performance Solutions, LLC	Term Loan		53
Mondee Holdings, LLC	Term Loan		45


Total realized gain		$	1,943


Issuer	Investment	Change in Unrealized Appreciation/ Depreciation
Slogic Holdings Corp.	Term Loan	$	5,337
Innerworkings, Inc.	Term Loan		2,304
Westrock Coffee Company, LLC	Term Loan		2,958
Keeco Holdings, LLC	Term Loan		1,887
Voyant Beauty Holdings, Inc.	Term Loan		1,843
Verdesian Life Sciences, LLC	Term Loan		1,585
Greenfield World Trade, Inc.	Term Loan		1,450
Heligear Acquisition Co.	Term Loan		1,407
Mondee Holdings, LLC	Term Loan		1,356
Akumin, Inc.	Term Loan		1,210
Need It Now Delivers, LLC	Term Loans		1,166
Centric Brands Inc.	Term Loan		1,155
Torrid LLC	Term Loan		1,115
Winsight, LLC	Term Loan		(2,056	)
PSS Industrial Group Corp.	Term Loan		(2,291	)
All others	Various		1,079

Net change in unrealized appreciation/depreciation		$	21,505


Issuer	Investment	Change in Unrealized Appreciation/Depreciation

Keeco Holdings, LLC	Term Loan	$	(1,808)
Karman Holdings LLC (fka Spaceco Holdings LLC)	Term Loan		(1,307)
Bendon Inc.	Term Loan		(1,002)
Shipston Group U.S. Inc.	Term Loans		(899)
Voyant Beauty Holdings, Inc.	Term Loan		(888)
Westrock Coffee Company, LLC	Term Loan		(778)
Red Lobster Management, LLC	Term Loan		(706)
Navistar Defense, LLC	Term Loan		(630)
UniTek Acquisition, Inc.	Term Loans		522
Rocky Brands, Inc.	Term Loan		978
Carolina Atlantic Roofing Supply LLC	Term Loan		1,243
Retail Services WIS Corporation	Term Loans		3,315
Shelterlogic Group Holdings, Inc.	Common Stock		8,019
All others	Various		106


Net change in unrealized appreciation/depreciation		$	6,165


	September 30, ~~2020~~2021

Commitments	$	1,373,401
Undrawn commitments	$	~~548,401~~ 165,401
Percentage of commitments funded		~~60.1%~~ 88.0%
Units		13,734,010


	Interest Income		Interest Expense		Net Investment Income (Loss)		Interest Income			Interest Expense			Net Investment Income (Loss)
Up 300 basis points	$	24,794	$	17,794	$	7,000	$	26,913		$	13,931		$	12,982
Up 200 basis points		10,784		11,863		(1,079)		12,355			9,287			3,068
Up 100 basis points		905		5,931		(5,026)		821			4,644			(3,823	)
Down 100 basis points		(22)		(1,238)		1,216		(15	)		(583	)		568
Down 200 basis points		(22)		(1,238)		1,216		(30	)		(583	)		553
Down 300 basis points		(22)		(1,238)		1,216		-			(583	)		583



3.1		Certificate of Formation (incorporated by reference to Exhibit 3.1 to a registration on Form 10 filed on September 1, 2017)

3.2		Limited Liability Company Agreement, dated June 29, 2017 (incorporated by reference to Exhibit 3.2 to a registration on Form 10 filed on September 1, 2017)

3.3		Amended and Restated Limited Liability Company Agreement, dated October 2, 2017 (incorporated by reference to Exhibit 3.3 to a registration on Form 10 filed on October 16, 2017)

3.4		Third Amended and Restated Limited Liability Company Agreement, dated as of September 10, 2018 (incorporated by reference to Exhibit 3.6 to the registrant’s Quarterly Report on Form 10-Q filed November 6, 2018).

3.5		Fourth Amended and Restated Limited Liability Company Agreement, dated as of January 14, 2019 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on January 18, 2019).

10.1		Investment Advisory and Management Agreement dated December 29, 2017 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 3, 2018).

10.2		Administration Agreement dated December 29, 2017, by and between TCW Direct Lending VII LLC and TCW Asset Management Company LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on January 3, 2018).

10.3		Amended and Restated Administration Agreement, dated as of September 25, 2018, between TCW Direct Lending VII LLC and TCW Asset Management Company LLC (incorporated by reference to Exhibit 3.7 to the registrant’s Quarterly Report on Form 10-Q filed November 6, 2018).

10.4		Revolving Credit Agreement, dated as of May 10, 2018, among TCW Direct Lending VII LLC, as borrower, and Natixis, New York Branch, as Administrative Agent and Committed Lender (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on May 14, 2018).

10.5		Credit and Security Agreement, dated as of January 29, 2019, among TCW DL VII Financing LLC, as borrower, PNC Bank, National Association, as facility agent, and State Street Bank and Trust Company, as collateral agent (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 4, 2019).

10.6		First Amended and Restated Credit and Security Agreement, dated as of April 11, 2019, among TCW DL VII Financing LLC, as borrower, PNC Bank, National Association, as facility agent, the lenders from time to time party thereto, and State Street Bank and Trust Company, as collateral agent (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 16, 2019).

10.7		Second Amended and Restated Credit and Security Agreement, dated as of March 17, 2020, among TCW DL VII Financing LLC, as borrower, PNC Bank, National Association, as facility agent, the lenders from time to time party thereto, and State Street Bank and Trust Company, as collateral agent (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on March 20, 2020).

10.8		Fourth Amendment to Revolving Credit Agreement, dated as of May 10, 2021, among TCW Direct Lending VII LLC, as borrower, and Natixis, New York Branch, as Administrative Agent and Committed Lender (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 10, 2021).

10.9		Fifth Amendment to Revolving Credit Agreement, dated as of May 13, 2021, among TCW Direct Lending VII LLC, as borrower, and Natixis, New York Branch, as Administrative Agent and Committed Lender (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on May 10, 2021)

31.1^*		Certification of President Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2^*		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32.1^*		Certification of President Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

32.2^*		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

Date: November 8, 2021

TCW DIRECT LENDING VII LLC

~~Date: November 9, 2020~~

/s/ Richard T. Miller

Richard T. Miller