UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November 5~~January 29, ~~2025~~2026 (~~November~~January 323, ~~2025~~2026)

TCW Steel City Senior Lending BDC

(Exact name of registrant as specified in its charter)

Delaware

000-56771

33-1515587

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

200 Clarendon Street, 51st Floor

Boston, Massachusetts

02116

(Address of principal executive offices)

(Zip Code)

(617) 936-2275

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☒

~~Introductory~~Item 1.01. ~~Note~~Entry into a Material Definitive Agreement.

~~TCW~~On ~~Steel~~January 23, ~~City~~2026, ~~Senior~~TSC ~~Lending~~ BDC isFinancing ~~providing~~1 LLC (the ~~disclosure~~“Borrower”), ~~contained~~a innewly-formed, ~~this~~wholly-owned, ~~Current~~special ~~Report~~purpose onfinancing ~~Form~~subsidiary ~~8-K~~of toTCW ~~announce~~Steel ~~the~~City ~~completion~~Senior ofLending ~~the~~BDC ~~Company’s conversion~~ (the “~~Conversion~~Company”) ~~from~~entered into a ~~Delaware~~senior ~~limited~~secured ~~partnership~~credit ~~named~~facility ~~TCW Steel City Perpetual Levered Fund LP~~ (the “LPCredit Facility”) pursuant to a ~~Delaware~~loan ~~statutory~~and ~~trust~~servicing ~~named~~agreement ~~TCW~~(the ~~Steel~~“Credit ~~City~~Agreement”) ~~Senior~~with ~~Lending~~Barings ~~BDC~~Direct ~~(the~~Investments LLC (“~~Trust~~Barings”), ~~effective~~as ~~November 3~~administrative agent, ~~2025~~facility (servicer, and collateral custodian, the ~~“Effective~~lenders ~~Date”).~~from ~~References~~time to ~~the~~time ~~“Company”~~party inthereto ~~this~~and ~~Current~~City ~~Report~~National onBank, ~~Form~~as ~~8-K~~revolving ~~mean~~administrative ~~(i) prior~~agent. toCertain terms of the ~~Effective~~Credit ~~Date,~~Agreement ~~the~~are LPdescribed below, and ~~(ii) following~~reference ~~the~~is ~~Effective~~made ~~Date,~~to the ~~Trust~~Credit Agreement for complete terms and conditions.

~~Item 3~~Under the Credit Facility, the lenders have agreed to extend credit to the Borrower in an aggregate principal amount of up to $475 million of revolving and delayed draw term loans (the “Maximum Commitment”), subject to compliance with a borrowing base.03 The Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $2 billion, subject to lender consent and obtaining commitments for the increase. ~~Material~~The ~~Modifications~~Borrower may make borrowings of (i) revolving loans under the Credit Facility during the period commencing January 23, 2026 and ending on January 23, 2029 and (ii) term loans under the Credit Facility during the period commencing January 23, 2026 and ending on January 23, 2036, unless, in the case of (i) and (ii), there is an earlier termination of the Credit Facility or event of default thereunder. The Credit Facility will mature on January 23, 2036. Loans under the Credit Facility will bear interest at a fluctuating rate of interest per annum equal to, at the ~~Rights~~Borrower’s option for (a) delayed draw term loans, either (i) three-month SOFR plus the facility margin of ~~Security~~2.35% ~~Holders~~per annum, or (ii) one-month SOFR plus the facility margin of 2.35% per annum, and (b) revolving loans, daily simple SOFR plus the facility margin of 2.35%.

~~Concurrent~~The ~~with~~Borrower’s ~~the~~obligations ~~filing~~under of the ~~certificate~~Credit ofFacility ~~conversion~~are ~~(the~~secured ~~“Certificate~~by ofa ~~Conversion”)~~first ~~and~~priority ~~upon~~security ~~the~~interest ~~written~~in ~~consent of the General Partner of the LP~~ (~~the “GP Consent”~~a) all ~~approving~~of the ~~conversion~~assets ~~to a Delaware statutory trust, pursuant to the amended and restated limited partnership agreement~~ of the LPBorrower, ~~the~~including ~~Company~~its ~~filed~~portfolio ~~the certificate~~ of ~~trust~~loans and (~~the~~b) all ~~“Certificate~~ of ~~Trust”) with~~ the ~~Secretary~~membership ofinterests ~~State~~ of the ~~State~~Borrower ofowned ~~Delaware~~by ~~that became effective on~~ the ~~Effective Date~~Company. ~~The~~On ~~Bylaws~~the ~~and~~closing ~~Declaration of Trust~~date, ~~filed~~the ~~with~~Company ~~this~~contributed ~~Current~~a ~~Report~~portfolio onof ~~Form~~loans ~~8-K pursuant~~ to ~~Item 5.03 below (~~the ~~“Bylaws”)~~Borrower ~~also~~in ~~became~~exchange ~~effective~~for on100% ~~the Effective Date. The Bylaws and Declaration~~ of ~~Trust provide~~ the ~~Company’s~~membership ~~holders~~interest of ~~Class I common shares (~~the ~~“Common~~Borrower ~~Shares”) following the Conversion with substantially consistent~~and, toafter the ~~extent~~closing ~~applicable~~date, ~~rights and obligations that~~ the Company’s ~~limited~~may ~~partners~~continue ~~had~~to ~~under~~contribute ~~the~~or ~~amended~~sell ~~and~~additional ~~restated~~loans ~~limited partnership agreement of the LP prior~~ to the ~~Conversion.~~Borrower ~~Following~~from ~~the~~time ~~Conversion, the holders of shares of Common Shares are entitled~~ to ~~vote~~time, onwhich ~~various~~shall ~~matters~~be aspledged ~~set forth~~ in ~~the~~favor ~~Declaration~~ of ~~Trust, including~~ the ~~election~~lenders ofunder the ~~trustees~~Credit ~~of the Company~~Facility. Holders of Common Shares are entitled to one vote per Common Share. To the extent applicable, the disclosures set forth in (i) Item 5.03 below and (iii) Item 8.01 below are incorporated herein by reference.

Under the 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 Credit Facility also includes events of default that are customary for similar credit facilities.

Borrowings of the Borrower are non-recourse to the Company, other than the limited pledge of the membership interests of the Borrower, but are considered borrowings of the Company for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.

The foregoing description of the Credit Agreement is a summary only and is qualified in all respects by the provisions of such agreement, a copy of which is attached as Exhibit 10.1 and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~November~~January 323, ~~2025~~2026, tothe ~~implement~~board ~~the~~of ~~Conversion,~~trustees of the LPCompany approved ~~the~~an ~~Conversion~~Amended byand ~~executing~~Restated ~~the~~Declaration GPand ~~Consent~~Agreement ~~pursuant~~of Trust to align its terms with the ~~amended~~terms ~~and~~to ~~restated~~which ~~limited~~investors ~~partnership~~previously ~~agreement~~agreed ofunder the ~~LP,~~Limited ~~and~~Partnership ~~filed~~Agreement ~~with~~of ~~the~~TCW ~~Secretary~~Steel ofCity ~~State~~Perpetual ofLevered Fund LP, prior to the ~~State~~Company’s ofconversion from a Delaware Limited Partnership to a ~~Certificate~~Delaware ofStatutory Trust.

OnThe ~~the~~foregoing ~~Effective~~description ~~Date,~~of the LPAmended ~~converted to the Trust pursuant to the GP Consent~~ and ~~the~~Restated ~~amended~~Declaration and ~~restated~~Agreement ~~limited partnership agreement~~ of ~~the~~Trust ~~LP,~~is ~~and~~a ~~the~~summary ~~Certificate~~only ~~of Trust, Bylaws~~ and ~~Declaration~~is ofqualified ~~Trust~~in ofall ~~the~~respects ~~Trust~~by ~~became effective. The full text of~~ the ~~Certificate~~provisions of ~~Conversion,~~such ~~Certificate of Trust~~agreement, ~~Bylaws~~a ~~and~~copy ~~Declaration~~ of ~~Trust~~which ~~are~~is ~~filed~~attached ~~herewith~~ as ~~Exhibits~~Exhibit 3.1, ~~3.2, 3.3~~ and ~~3.4,~~is ~~respectively, and are~~ incorporated ~~herein~~ by reference herein.

Item 8.01. Other Events.

In accordance with Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Trust is a successor registrant to the LP and thereby subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Common Shares of the BDC, as the successor registrant to the LP, are deemed to be registered under Section 12(g) of the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

Exhibit		Description
3.1		~~Certificate~~Amended and Restated Declaration and Agreement of ~~Conversion~~Trust, dated as of January 23, 2026
3.2		Certificate of Trust
10.1		Loan and Servicing Agreement, dated as of January 23, 2026, by and among TSC BDC Financing 1 LLC, the lenders party thereto, Barings Direct Investments LLC, City National Bank and TCW PT Management Company LLC
3.3		Bylaws
3.4		Declaration of Trust
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 5, 2025

TCW Steel City Senior Lending BDC

Dated: January 29, 2026

TCW Steel City Senior Lending BDC

/s/ Andrew Kim

Andrew Kim

Chief Financial Officer and Treasurer

Filing Compare · TCW Steel City Senior Lending BDC