UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
Commission file number
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
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.
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
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).
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 |
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Accelerated filer |
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Smaller reporting company |
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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 June 30, 2023, there was no established public market for the Registrant’s common units. The number of the Registrant’s common units outstanding at August 10, 2023 was
Auditor Firm Id: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: Los Angeles, CA, U.S.A.
TCW DIRECT LENDING LLC
FORM 10-Q FOR THE QUARTER ENDED June 30, 2023
Table of Contents
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INDEX
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PAGE
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PART I. |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
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Consolidated Schedules of Investments as of June 30, 2023 (unaudited) and December 31, 2022 |
3 |
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13 |
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14 |
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15 |
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Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited) |
16 |
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17 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
31 |
Item 3. |
41 |
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Item 4. |
41 |
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PART II. |
41 |
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Item 1. |
41 |
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Item 1A. |
41 |
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Item 2. |
41 |
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Item 3. |
42 |
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Item 4. |
42 |
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Item 5. |
42 |
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Item 6. |
43 |
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44 |
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TCW DIRECT LENDING LLC
Consolidated Schedule of Investments (Unaudited)
As of June 30, 2023
Industry |
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Issuer |
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Acquisition |
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Investment |
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% of Net Assets |
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Par |
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Maturity |
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Amortized |
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Fair Value |
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DEBT(1) |
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Distributors |
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Animal Supply Company, LLC(3) |
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Term Loan - |
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% |
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$ |
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$ |
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$ |
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Retail & Animal Intermediate, LLC(2)(3) |
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Subordinated Loan - |
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% |
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% |
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Diversified Consumer Services |
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SSI Parent, LLC (fka School Specialty, Inc.)(4) |
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Term Loan - |
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% |
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% |
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Hotels, Restaurants & Leisure |
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Ruby Tuesday Operations LLC(4) |
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Term Loan - |
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% |
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Ruby Tuesday Operations LLC(4) |
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Incremental Term Loan - |
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% |
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% |
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Household Durables |
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Term Loan - |
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% |
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Incremental Term Loan - |
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% |
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% |
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Industrial Conglomerates |
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Term Loan - |
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% |
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% |
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Metals & Mining |
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Pace Industries, Inc.(2) (4) |
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HoldCo Term Loan - |
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% |
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Pace Industries, Inc.(4) |
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Term Loan - |
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% |
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Pace Industries, Inc.(4) |
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Revolver - |
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% |
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% |
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Pharmaceuticals |
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Noramco, LLC |
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Term Loan - |
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% |
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% |
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Total Debt Investments |
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% |
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3
TCW DIRECT LENDING LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
As of June 30, 2023
Industry |
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Issuer |
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Investment |
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% of Net |
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Shares |
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Amortized |
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Fair Value |
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EQUITY |
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Distributors |
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Retail & Animal Supply Holdings, LLC(2)(3)(5)(8) |
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Class A Common |
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% |
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$ |
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$ |
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% |
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Diversified Consumer Services |
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SSI Parent, LLC (fka School Specialty, Inc.)(2)(4)(6)(8) |
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Class A Preferred Stock |
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% |
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SSI Parent, LLC (fka School Specialty, Inc.)(2)(4)(6)(8) |
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Class B Preferred Stock |
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% |
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SSI Parent, LLC (fka School Specialty, Inc.)(2)(4)(6)(8) |
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Common Stock |
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% |
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% |
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Hotels, Restaurants & Leisure |
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RT Holdings Parent, LLC(2)(4)(8) |
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Class A Units |
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% |
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RT Holdings Parent, LLC(2)(4)(8) |
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Warrant, expires |
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% |
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RT Holdings Parent, LLC(2)(4)(8) |
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Equity Units |
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% |
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RT Holdings Parent, LLC(2)(4)(8) |
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Equity Units |
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% |
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% |
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Household Durables |
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Cedar Ultimate Parent, LLC(2)(4)(8) |
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Class A Preferred Units |
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% |
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Cedar Ultimate Parent, LLC(2)(4)(8) |
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Class E Common Units |
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% |
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Cedar Ultimate Parent, LLC(2)(4)(8) |
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Class D Preferred Units |
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% |
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% |
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Investment Funds & Vehicles |
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TCW Direct Lending Strategic Ventures(2)(4)(7) |
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Common membership Interests |
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% |
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TCW Direct Lending Strategic Ventures(4)(7) |
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Preferred membership Interests |
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% |
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% |
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Metals & Mining |
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Pace Industries, Inc.(2)(4)(8) |
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Common Stock |
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% |
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% |
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Technologies Hardware, Storage and Peripherals |
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Quantum Corporation(2) |
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Common Stock |
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% |
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% |
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Total Equity Investments |
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% |
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Total Debt & Equity Investments(9) |
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% |
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Cash Equivalents |
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First American Government Obligation Fund, Yield |
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% |
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Total Cash Equivalents |
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% |
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Short-term Investments |
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U.S. Treasury Bill, Yield |
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% |
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Total Short-term Investments |
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% |
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Total Investments ( |
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$ |
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$ |
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Net unrealized depreciation on unfunded commitments ( |
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Liabilities in Excess of Other Assets (- |
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( |
) |
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Net Assets ( |
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$ |
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4
TCW DIRECT LENDING LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
As of June 30, 2023
Name of Investment |
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Fair Value at December 31, 2022 |
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Gross Addition (a) |
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Gross Reduction (b) |
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Realized Gains |
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Net Change in |
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Fair Value at June 30, 2023 |
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Interest/Dividend/ |
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Retail & Animal Supply Holdings, LLC Class A Common |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Animal Supply Company, LLC Term Loan - |
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( |
) |
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Guardia, LLC Revolver - |
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( |
) |
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( |
) |
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PNI Litigation Trust (Guardia, LLC) Preferred Equity |
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( |
) |
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Retail & Animal Intermediate, LLC Subordinated Loan - |
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Total Non-Controlled Affiliated Investments |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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$ |
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5
TCW DIRECT LENDING LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
As of June 30, 2023
Name of Investment |
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Fair Value at December 31, 2022 |
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Gross Addition (a) |
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Gross Reduction (b) |
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Realized Gains |
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Net Change |
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Fair Value at June 30, 2023 |
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Interest/Dividend/ |
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Cedar Electronics Holdings, Corp Incremental Term Loan - |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Cedar Electronics Holdings, Corp Term Loan - |
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( |
) |
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( |
) |
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Cedar Ultimate Parent, LLC Class A Preferred Unit |
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Cedar Ultimate Parent, LLC Class D Preferred Unit |
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Cedar Ultimate Parent, LLC Class E Preferred Unit |
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Pace Industries, Inc. Common Stock |
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Pace Industries, Inc. Term Loan - |
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( |
) |
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Pace Industries, Inc. Term Loan - |
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( |
) |
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Pace Industries, LLC Revolver Opco |
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RT Holdings Parent, LLC Class A Unit |
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( |
) |
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RT Holdings Parent, LLC Warrant |
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( |
) |
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Ruby Tuesday Operations, LLC Term Loan |
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( |
) |
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Ruby Tuesday Operations, LLC Incremental Term Loan |
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Ruby Tuesday Operations, LLC Revolver - |
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Ruby Tuesday P-1 Units |
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|
|
( |
) |
|
|
|
|
|
|
||||||
Ruby Tuesday P-2 Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
School Specialty, Inc. Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
School Specialty, Inc. Preferred Stock A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
School Specialty, Inc. Preferred Stock B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
School Specialty, Inc. Term Loan - |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
TCW Direct Lending Strategic Ventures LLC Common Membership Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
TCW Direct Lending Strategic Ventures LLC Preferred Membership Interests |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Controlled Affiliated Investments |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
6
TCW DIRECT LENDING LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
As of June 30, 2023
SOFR - Secured Overnight Financing Rate, generally 1-Month or 3-Month
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $
Geographic Breakdown of Portfolio |
|
|
|
|
United States |
|
|
% |
See Notes to Consolidated Financial Statements.
7
TCW DIRECT LENDING LLC
Consolidated Schedule of Investments
As of December 31, 2022
Industry |
|
Issuer |
|
Acquisition |
|
Investment |
|
% of Net Assets |
|
|
Par |
|
|
Maturity |
|
Amortized |
|
|
Fair Value |
|
||||
|
|
DEBT(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Animal Supply Company, LLC(3) |
|
|
Term Loan - |
|
|
% |
|
$ |
|
|
|
$ |
|
|
$ |
|
||||||
|
|
Retail & Animal Intermediate, LLC(2)(3) |
|
|
Subordinated Loan - |
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
SSI Parent, LLC (fka School Specialty, Inc.)(4) |
|
|
Term Loan - |
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Guardia LLC (2) (3) |
|
|
Revolver - |
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||
Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Ruby Tuesday Operations LLC(4) |
|
|
Term Loan - |
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||
Household Durables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
Term Loan - |
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
Incremental Term Loan - |
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||
Industrial Conglomerates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
Term Loan - |
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||
Metals & Mining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Pace Industries, Inc.(2) (4) |
|
|
HoldCo Term Loan - |
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Pace Industries, Inc.(4) |
|
|
Term Loan - |
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Pace Industries, Inc.(4) |
|
|
Revolver - |
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Noramco, LLC |
|
|
Term Loan - |
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Total Debt Investments |
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
8
TCW DIRECT LENDING LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
Industry |
|
Issuer |
|
Investment |
|
% of Net |
|
|
Shares |
|
|
Amortized |
|
|
Fair Value |
|
||||
|
|
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Retail & Animal Supply Holdings, LLC(2)(3)(5)(8) |
|
Class A Common |
|
|
% |
|
|
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
||||
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
SSI Parent, LLC (fka School Specialty, Inc.)(2)(4)(6)(8) |
|
Class A Preferred Stock |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
SSI Parent, LLC (fka School Specialty, Inc.)(2)(4)(6)(8) |
|
Class B Preferred Stock |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
SSI Parent, LLC (fka School Specialty, Inc.)(2)(4)(6)(8) |
|
Common Stock |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
PNI Litigation Trust (Guardia LLC) (2)(3) |
|
Preferred Equity |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
||||
Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
RT Holdings Parent, LLC(2)(4)(8) |
|
Class A Units |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
RT Holdings Parent, LLC(2)(4)(8) |
|
Warrant, expires |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
RT Holdings Parent, LLC(2)(4)(8) |
|
Class P-1 Units |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
RT Holdings Parent, LLC(2)(4)(8) |
|
Class P-2 Units |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
||||
Household Durables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Cedar Ultimate Parent, LLC(2)(4)(8) |
|
Class A Preferred Units |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
Cedar Ultimate Parent, LLC(2)(4)(8) |
|
Class E Common Units |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
Cedar Ultimate Parent, LLC(2)(4)(8) |
|
Class D Preferred Units |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
||||
Investment Funds & Vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
TCW Direct Lending Strategic Ventures(2)(4)(7) |
|
Common membership Interests |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
TCW Direct Lending Strategic Ventures(4)(7) |
|
Preferred membership Interests |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
||||
Metals & Mining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Pace Industries, Inc.(2)(4)(8) |
|
Common Stock |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
||||
Technologies Hardware, Storage and Peripherals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Quantum Corporation(2) |
|
Common Stock |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
Total Equity Investments |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
Total Debt & Equity Investments(9) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
First American Government Obligation Fund, Yield |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
Total Cash Equivalents |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
Short-term Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
U.S. Treasury Bill, Yield |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
Total Short-term Investments |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
||||
|
|
Total Investments ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
|
|
Net unrealized depreciation on unfunded commitments ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Liabilities in Excess of Other Assets (- |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
|
|
Net Assets ( |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
9
TCW DIRECT LENDING LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
Name of Investment |
|
Fair Value at December 31, 2021 |
|
|
Gross Addition(a) |
|
|
Gross Reduction(b) |
|
|
Realized Gains |
|
|
Net Change in |
|
|
Fair Value at December 31, 2022 |
|
|
Interest/Dividend/ |
|
|||||||
Retail & Animal Supply Holdings, LLC Class A Common |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Animal Supply Company, LLC Term Loan - 9.50% |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Guardia LLC (fka Carrier & Technology, LLC) Revolver - |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
PNI Litigation Trust (fka Guardia) Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Retail and Animal Intermediate Subordinated Loan - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Total Non-Controlled Affiliated Investments |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
10
TCW DIRECT LENDING LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
Name of Investment |
|
Fair Value at December 31, 2021 |
|
|
Gross Addition(a) |
|
|
Gross Reduction(b) |
|
|
Realized Gains |
|
|
Net Change |
|
|
Fair Value at December 31, 2022 |
|
|
Interest/Dividend/ |
|
|||||||
Cedar Electronics Holdings, Corp Incremental Term Loan - |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Cedar Electronics Holdings, Corp Term Loan - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Cedar Ultimate Parent, LLC Class A Preferred Unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Cedar Ultimate Parent, LLC Class D Preferred Unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Cedar Ultimate Parent, LLC Class E Preferred Unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pace Industries, Inc. Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pace Industries, Inc. Term Loan - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Pace Industries, Inc. Term Loan - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Pace Industries, LLC Revolver Opco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
RT Holdings Parent, LLC Class A Unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
RT Holdings Parent, LLC Warrant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Ruby Tuesday Operations, LLC Term Loan - |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
RT Holdings Parent, LLC Equity Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
RT Holdings Parent, LLC Equity Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
SSI Parent, LLC (fka School Specialty, Inc.) Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock A |
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SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock B |
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SSI Parent, LLC (fka School Specialty, Inc.) Term Loan - |
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( |
) |
|
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( |
) |
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|||||
TCW Direct Lending Strategic Ventures LLC Common Membership Interests |
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TCW Direct Lending Strategic Ventures LLC Preferred Membership Interests |
|
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( |
) |
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||||||
Total Controlled Affiliated Investments |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
11
TCW DIRECT LENDING LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
LIBOR - London Interbank Offered Rate, generally 1-Month or 3-Month
SOFR - Secured Overnight Financing Rate, generally 1-Month or 3-Month
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $
Country Breakdown Portfolio |
|
|
|
|
United States |
|
|
% |
See Notes to Consolidated Financial Statements.
12
TCW DIRECT LENDING LLC
Consolidated Statements of Assets and Liabilities
(Dollar amounts in thousands, except unit data)
June 30, 2023
|
|
As of June 30, |
|
|
|
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||
|
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2023 |
|
|
As of December 31, |
|
||
|
|
(unaudited) |
|
|
2022 |
|
||
Assets |
|
|
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|
|
|
||
Investments, at fair value |
|
|
|
|
|
|
||
Non-controlled/non-affiliated investments (amortized cost of $ |
|
$ |
|
|
$ |
|
||
Non-controlled affiliated investments (amortized cost of $ |
|
|
|
|
|
|
||
Controlled affiliated investments (amortized cost of $ |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Short-term investments |
|
|
|
|
|
|
||
Interest receivable |
|
|
|
|
|
|
||
Deferred financing costs |
|
|
|
|
|
|
||
Prepaid and other assets |
|
|
|
|
|
|
||
Total Assets |
|
$ |
|
|
$ |
|
||
Liabilities |
|
|
|
|
|
|
||
Payable for short-term investments purchased |
|
$ |
|
|
$ |
|
||
Credit facility payable |
|
|
|
|
|
|
||
Interest and credit facility expense payable |
|
|
|
|
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|
||
Directors' fees payable |
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|
||
Management fees payable |
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|
||
Other accrued expenses and other liabilities |
|
|
|
|
|
|
||
Total Liabilities |
|
|
|
|
|
|
||
Commitments and Contingencies (Note 5) |
|
|
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|
||
Members’ Capital |
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|
|
|
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|
||
Common Unitholders’ commitment: ( |
|
|
|
|
|
|
||
Common Unitholders’ undrawn commitment: ( |
|
|
( |
) |
|
|
( |
) |
Common Unitholders’ return of capital |
|
|
( |
) |
|
|
( |
) |
Common Unitholders’ offering costs |
|
|
( |
) |
|
|
( |
) |
Accumulated Common Unitholders’ tax reclassification |
|
|
( |
) |
|
|
( |
) |
Common Unitholders’ capital |
|
|
|
|
|
|
||
Accumulated loss |
|
|
( |
) |
|
|
( |
) |
Total Members’ Capital |
|
|
|
|
|
|
||
Total Liabilities and Members’ Capital |
|
$ |
|
|
$ |
|
||
Net Asset Value Per Unit (accrual base) (Note 10) |
|
$ |
|
|
$ |
|
See Notes to Consolidated Financial Statements.
13
TCW DIRECT LENDING LLC
Consolidated Statements of Operations (Unaudited)
(Dollar amounts in thousands, except unit data)
June 30, 2023
|
|
Three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Investment Income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlled/non-affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest income paid-in-kind |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other fee income |
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|
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|
||||
Non-controlled affiliated investments: |
|
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|
|
|
|
|
|
|
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|
||||
Interest income |
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|
||||
Interest income paid-in-kind |
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|
||||
Other fee income |
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|
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|
||||
Controlled affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
|
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|
||||
Interest income paid-in-kind |
|
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|
||||
Dividend income |
|
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|
||||
Other fee income |
|
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|
||||
Total investment income |
|
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|
|
|
|
|
|
|
||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and credit facility expenses |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
Interest expense on repurchase transactions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional fees |
|
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|
||||
Administrative fees |
|
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|
||||
Directors’ fees |
|
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|
||||
Management fees |
|
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|
|
|
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|
||||
Other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
Net realized and unrealized (loss) gain on investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized loss: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlled affiliated investments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net change in unrealized appreciation/(depreciation): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlled/non-affiliated investments |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Non-controlled affiliated investments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Controlled affiliated investments |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Net realized gain (loss) on short-term investments |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net realized and unrealized gain (loss) on investments |
|
|
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|||
Net increase in Members’ Capital from operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income per unit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
See Notes to Consolidated Financial Statements.
14
TCW DIRECT LENDING LLC
Consolidated Statements of Changes in Members' Capital (Unaudited)
(Dollar amounts in thousands, except unit data)
June 30, 2023
|
|
Common |
|
|
Accumulated |
|
|
Total |
|
|||
Members’ Capital at January 1, 2022 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Net Increase (Decrease) in Members’ Capital Resulting from Operations: |
|
|
|
|
|
|
|
|
|
|||
Net investment income |
|
|
|
|
|
|
|
|
|
|||
Net realized loss on investments |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net change in unrealized appreciation/(depreciation) on investments |
|
|
|
|
|
|
|
|
|
|||
Distributions to Members from: |
|
|
|
|
|
|
|
|
|
|||
Return of capital |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total (Decrease) Increase in Members’ Capital for the three months ended March 31, 2022 |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Members’ Capital at March 31, 2022 |
|
|
|
|
|
( |
) |
|
|
|
||
Net Increase (Decrease) in Members’ Capital Resulting from Operations: |
|
|
|
|
|
|
|
|
|
|||
Net investment income |
|
|
|
|
|
|
|
|
|
|||
Net realized loss on investments |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net change in unrealized appreciation/(depreciation) on investments |
|
|
|
|
|
|
|
|
|
|||
Distributions to Members from: |
|
|
|
|
|
|
|
|
|
|||
Distributable earnings |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total Increase in Members’ Capital for the three months ended June 30, 2022 |
|
|
|
|
|
|
|
|
|
|||
Members’ Capital at June 30, 2022 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
Common |
|
|
Accumulated |
|
|
Total |
|
|||
Members’ Capital at January 1, 2023 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Net Increase (Decrease) in Members’ Capital Resulting from Operations: |
|
|
|
|
|
|
|
|
|
|||
Net investment income |
|
|
|
|
|
|
|
|
|
|||
Net realized gain on investments |
|
|
|
|
|
|
|
|
|
|||
Net change in unrealized appreciation/(depreciation) on investments |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total Decrease in Members’ Capital for the three months ended March 31, 2023 |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Members’ Capital at March 31, 2023 |
|
|
|
|
|
( |
) |
|
|
|
||
Net Increase (Decrease) in Members’ Capital Resulting from Operations: |
|
|
|
|
|
|
|
|
|
|||
Net investment income |
|
|
|
|
|
|
|
|
|
|||
Net realized loss on investments |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net change in unrealized appreciation/(depreciation) on investments |
|
|
|
|
|
|
|
|
|
|||
Distributions to Members from: |
|
|
|
|
|
|
|
|
|
|||
Distributable earnings |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Return of capital |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total (Decrease) Increase in Members’ Capital for the three months ended June 30, 2023 |
|
|
( |
) |
|
|
|
|
|
|
||
Members’ Capital at June 30, 2023 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
See Notes to Consolidated Financial Statements.
15
TCW DIRECT LENDING LLC
Consolidated Statements of Cash Flows (Unaudited)
(Dollar amounts in thousands, except unit data)
June 30, 2023
|
|
For the six months ended June 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cash Flows from Operating Activities |
|
|
|
|
|
|
||
Net increase in net assets resulting from operations |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile the net increase in net assets resulting from operations to net cash provided by operating activities: |
|
|
|
|
|
|
||
Purchases of investments |
|
|
( |
) |
|
|
|
|
Purchases of short-term investments |
|
|
( |
) |
|
|
( |
) |
Interest income paid in-kind |
|
|
( |
) |
|
|
( |
) |
Proceeds from sales and paydowns of investments |
|
|
|
|
|
|
||
Proceeds from sales of short-term investments |
|
|
|
|
|
|
||
Net realized loss on investments |
|
|
|
|
|
|
||
Change in net unrealized (appreciation)/depreciation on investments |
|
|
|
|
|
( |
) |
|
Amortization of premium and accretion of discount, net |
|
|
( |
) |
|
|
( |
) |
Amortization of deferred financing costs |
|
|
|
|
|
|
||
Increase (decrease) in operating assets and liabilities: |
|
|
|
|
|
|
||
(Increase) decrease in interest receivable |
|
|
( |
) |
|
|
|
|
(Increase) decrease in prepaid and other assets |
|
|
|
|
|
|
||
Increase (decrease) in payable for short-term investments purchased |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in management fees payable |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in interest and credit facility expense payable |
|
|
( |
) |
|
|
|
|
Increase (decrease) in directors’ fees payable |
|
|
|
|
|
|
||
Increase (decrease) in other accrued expenses and liabilities |
|
|
( |
) |
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash Flows from Financing Activities |
|
|
|
|
|
|
||
Return of capital |
|
|
( |
) |
|
|
( |
) |
Distributions to Members |
|
|
( |
) |
|
|
( |
) |
Deferred financing costs paid |
|
|
( |
) |
|
|
( |
) |
Proceeds from credit facility |
|
|
|
|
|
|
||
Repayments of credit facility |
|
|
( |
) |
|
|
|
|
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
Supplemental and non-cash financing activities |
|
|
|
|
|
|
||
Interest expense paid |
|
$ |
|
|
$ |
|
See Notes to Consolidated Financial Statements.
16
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except unit data)
June 30, 2023
1. Organization and Basis of Presentation
Organization: TCW Direct Lending LLC (“Company”) was formed as a Delaware corporation on
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”) for the taxable year ending December 31, 2015 and subsequent years. The Company is required to meet the minimum distribution and other requirements for RIC qualification and as a BDC and a RIC, the Company is required to comply with certain regulatory requirements.
The Company has wholly-owned subsidiaries, each of which is a Delaware limited liability company designed to hold an equity investment of the Company.
The consolidated financial statements in this quarterly report on Form 10-Q include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Term: The initial term of the Company continued until the sixth anniversary of the Initial Closing Date (as defined below), September 19, 2020. The Company may extend the term for
Commitment Period:
In October 2022, the Company’s Members approved a proposal to allow the Company to make pre-identified follow-on investments in specific portfolio companies as well as their holding companies, subsidiaries, successors or other affiliates, up to an aggregate maximum of
Capital Commitments: On September 19, 2014 (“the Initial Closing Date”), the Company began accepting subscription agreements from investors for the private sale of its Common Units. On March 19, 2015, the Company completed its final private placement of its Common Units. Subscription agreements with commitments (“Commitments”) from investors (each a “Common Unitholder”) totaling $
17
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except unit data)
June 30, 2023
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.
|
|
Commitments |
|
|
Undrawn |
|
|
% of |
|
|
Units |
|
||||
Common Unitholder |
|
$ |
|
|
$ |
|
|
|
% |
|
|
|
Recallable Amount: A Common Unitholder may be required to re-contribute amounts distributed equal to
The Recallable Amount as of June 30, 2023 was $
2. Significant Accounting Policies
Basis of Presentation: The consolidated financial statements of the Company 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 consolidated the results of its wholly owned subsidiary 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 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.
Investments: The Company measures the 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 its principal market to be the market that has the greatest volume and level of activity.
Transactions: The Company records investment transactions on the trade date. The Company considers 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 and interest income paid-in-kind are 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 as interest income in the period in which the fees were earned. Income received in exchange for the provision of services such as administration and managerial services is recognized as other fee income in the period in which it was earned.
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.
18
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except unit data)
June 30, 2023
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 revolving credit facility, including arrangement fees, upfront fees and legal fees, are amortized on a straight-line basis over the term of the revolving credit facility.
Organization and Offering Costs: Costs incurred to organize the Company totaling $
Cash and Cash Equivalents: The Company generally considers investments with a maturity of three months or less at the time of acquisition to be cash equivalents. As of June 30, 2023, cash and cash equivalents is 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.
Income Taxes: 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 Members as dividends. Rather, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s Members and will not be reflected in the consolidated financial statements of the Company.
Short-term investments: The Company considers all investments with original maturities beyond three months at the date of purchase and one year or less from the balance sheet date to be short-term investments. As of June 30, 2023, short-term investments is comprised of U.S. Treasury bills, all of which are carried at fair value and are classified as Level 1 in the GAAP valuation hierarchy.
Repurchase Obligations: Transactions whereby the Company sells an investment it currently holds with a concurrent agreement to repurchase the same investment at an agreed upon price at a future date are accounted for as secured borrowings in accordance with ASC 860, Transfers and Servicing. The investment subject to the repurchase agreement remains on the Company's Statements of Assets and Liabilities and a secured borrowing is recorded for the future repurchase obligation. The secured borrowing is collateralized by the investment subject to the repurchase agreement. Interest expense associated with the repurchase obligation is reported on the Company's Statements of Operations within Interest expense on repurchase transactions.
Recent Accounting Pronouncements: In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2022-03 on the consolidated financial statements.
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.
19
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except unit data)
June 30, 2023
3. Investment Valuations and Fair Value Measurements (Continued)
Investments for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by the Board based on similar instruments, internal assumptions and the weighting of the best available pricing inputs.
Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" with respect to the fair valuation of the Company's portfolio securities, subject to oversight by and periodic reporting to the Board.
Fair Value Hierarchy: Assets and liabilities are classified into three levels by the Company 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.
Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.
Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:
Equity, (Level 1), includes common stock valued at the closing price on the primary exchange in which the security trades.
Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine the fair value of investments in private debt and equity for which reliable market quotations are not available. Some of the inputs are independently observable however, a significant portion of the inputs and the internal assumptions applied are unobservable.
Debt, (Level 3), include investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. An income method approach incorporating a weighted average cost of capital and discount rate or a market method approach using prices and other relevant information generated by market transactions involving identical or comparable assets are generally used to determine fair value, though some cases use an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.
Equity, (Level 3), includes common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used it follows the income approach. The 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.
20
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except unit data)
June 30, 2023
3. Investment Valuations and Fair Value Measurements (Continued)
Net Asset Value (“NAV”) (Investment Funds and Vehicles): Equity investments in affiliated investment fund (Strategic Ventures) are valued based on the NAV reported by the investment fund. Investments held by the affiliated fund include debt investments in privately originated senior secured debt. Such investments held by the affiliated fund are valued using the same methods, approach and standards applied above to debt investments held by the Company. The Company’s ability to withdraw from the fund is subject to restrictions. The term of the fund will continue until June 5, 2021 unless dissolved earlier or extended for two additional one-year periods by the Company, in its full discretion. The Company can further extend the term of the fund for additional one-year periods upon notice to and consent from the fund’s management committee. On February 25, 2021, Company extended the fund’s term one additional year, until June 5, 2022. On February 1, 2022, the Company further extended the fund's term one additional year, until June 5, 2023. On April 17, 2023, the Company further extended the fund's term one additional year, until June 5, 2024. The Company is entitled to income and principal distributed by the fund.
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 June 30, 2023:
Investments |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
NAV |
|
|
Total |
|
|||||
Debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment funds & vehicles(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Short- term investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
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, 2022:
Investments |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
NAV |
|
|
Total |
|
|||||
Debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment funds & vehicles(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Short- term investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
21
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except unit data)
June 30, 2023
3. Investment Valuations and Fair Value Measurements (Continued)
The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three and six months ended June 30, 2023:
|
|
Debt |
|
|
Equity |
|
|
Total |
|
|||
Balance, April 1, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Purchases, including payments received in-kind |
|
|
|
|
|
|
|
|
|
|||
Sales and paydowns of investments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Amortization of premium and accretion of discount, net |
|
|
|
|
|
|
|
|
|
|||
Net realized gains |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|||
Balance, June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Change in net unrealized appreciation/(depreciation) in investments held as of June 30, 2023 |
|
|
( |
) |
|
|
|
|
|
|
|
|
Debt |
|
|
Equity |
|
|
Total |
|
|||
Balance, January 1, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Purchases, including payments received in-kind |
|
|
|
|
|
|
|
|
|
|||
Sales and paydowns of investments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Amortization of premium and accretion of discount, net |
|
|
|
|
|
|
|
|
|
|||
Net realized losses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Balance, June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Change in net unrealized appreciation/(depreciation) in investments held as of June 30, 2023 |
|
|
( |
) |
|
|
|
|
|
( |
) |
The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three and six months ended June 30, 2022:
|
|
Debt |
|
|
Equity |
|
|
Total |
|
|||
Balance, April 1, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Purchases, including payments received in-kind |
|
|
|
|
|
|
|
|
|
|||
Sales and paydowns of investments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Amortization of premium and accretion of discount, net |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Balance, June 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Change in net unrealized appreciation/(depreciation) in investments held as of June 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
Debt |
|
|
Equity |
|
|
Total |
|
|||
Balance, January 1, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Purchases, including payments received in-kind |
|
|
|
|
|
|
|
|
|
|||
Sales and paydowns of investments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Amortization of premium and accretion of discount, net |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Balance, June 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Change in net unrealized appreciation/depreciation in investments held as of June 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
The Company did
22
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except unit data)
June 30, 2023
3. Investment Valuations and Fair Value Measurements (Continued)
Level 3 Valuation and Quantitative Information:
Investment Type |
|
Fair Value |
|
|
Valuation |
|
Unobservable |
|
Range |
|
Weighted |
|
Impact to |
|
Debt |
|
$ |
|
|
Income Method |
|
Discount Rate |
|
|
|
Decrease |
|||
Debt |
|
$ |
|
|
Market Method |
|
EBITDA Multiple |
|
|
N/A |
|
Increase |
||
Debt |
|
$ |
|
|
Market Method |
|
Revenue Multiple |
|
|
N/A |
|
Increase |
||
Debt |
|
$ |
|
|
Market Method |
|
EBITDA Multiple |
|
|
N/A |
|
Increase |
||
|
|
|
|
|
|
|
Revenue Multiple |
|
|
N/A |
|
Increase |
||
Equity |
|
$ |
|
|
Market Method |
|
EBITDA Multiple |
|
|
N/A |
|
Increase |
||
Equity |
|
$ |
|
|
Market Method |
|
Revenue Multiple |
|
|
N/A |
|
Increase |
||
Equity |
|
$ |
|
|
Market Method |
|
EBITDA Multiple |
|
|
N/A |
|
Increase |
||
|
|
|
|
|
|
|
Revenue Multiple |
|
|
N/A |
|
Increase |
* Weighted based on fair value
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, 2022.
Investment Type |
|
Fair Value |
|
|
Valuation |
|
Unobservable |
|
Range |
|
Weighted |
|
Impact to |
|
Debt |
|
$ |
|
|
Income Method |
|
Discount Rate |
|
|
|
Decrease |
|||
Debt |
|
$ |
|
|
Market Method |
|
EBITDA Multiple |
|
|
N/A |
|
Increase |
||
Debt |
|
$ |
|
|
Market Method |
|
Revenue Multiple |
|
|
N/A |
|
Increase |
||
Debt |
|
$ |
|
|
Market Method |
|
Indicative Bid |
|
|
N/A |
|
Increase |
||
Debt |
|
$ |
|
|
Market Method |
|
EBITDA Multiple |
|
|
N/A |
|
Increase |
||
|
|
|
|
|
|
|
Revenue Multiple |
|
|
N/A |
|
Increase |
||
Equity |
|
$ |
|
|
Market Method |
|
EBITDA Multiple |
|
|
N/A |
|
Increase |
||
Equity |
|
$ |
|
|
Market Method |
|
Revenue Multiple |
|
|
N/A |
|
Increase |
||
Equity |
|
$ |
— |
|
|
Market Method |
|
Indicative Bid |
|
|
N/A |
|
Increase |
|
Equity |
|
$ |
|
|
Market Method |
|
EBITDA Multiple |
|
|
N/A |
|
Increase |
||
|
|
|
|
|
|
|
Revenue Multiple |
|
|
N/A |
|
Increase |
* Weighted based on fair value
Unless noted, the Company generally utilizes the midpoint of a valuation range provided by an external, independent valuation firm.
4. Agreements and Related Party Transactions
Advisory Agreement: On September 15, 2014, the Company entered into an Investment Advisory and Management Agreement (the “Advisory Agreement”) with the Adviser, a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Advisory Agreement was approved by the Board at an in-person meeting. Unless earlier terminated, the Advisory Agreement will remain in effect for a period of
23
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except unit data)
June 30, 2023
4. Agreements and Related Party Transactions (Continued)
Management Fee: Pursuant to the Advisory Agreement, and subject to the overall supervision of the Board, the Adviser will manage the Company’s day-to-day operations and provide investment advisory services to the Company. The Company will pay to the Adviser, quarterly in advance, a management fee (the “Management Fee”) calculated as follows: (i) for the period starting on the initial closing date and ending on the earlier of (A) the last day of the calendar quarter during which the Commitment Period (as defined below) ends or (B) the last day of the calendar quarter during which the Adviser or an affiliate thereof begins to accrue a management fee with respect to a successor fund,
For the three and six months ended June 30, 2022, Management Fees incurred amounted to $
Transaction and Other Fees: Any (i) transaction, advisory, consulting, management, monitoring, directors’ or similar fees, (ii) closing, investment banking, finders’, transaction or similar fees, (iii) commitment, breakup or topping fees or litigation proceeds and (iv) other fee or payment of services performed or to be performed with respect to an investment or proposed investment received from or with respect to Portfolio Companies or prospective Portfolio Companies in connection with the Company’s activities will be will be the property of the Company. Since inception, the Company received $
Incentive Fee: In addition, the Adviser will receive an incentive fee (the “Incentive Fee”) as follows:
(a) First, no Incentive Fee will be owed until the Common Unitholders have collectively received cumulative distributions pursuant to this clause (a) equal to their aggregate capital contributions in respect of all Common Units;
(b) Second, no Incentive Fee will be owed until the Common Unitholders have collectively received cumulative distributions equal to a
(c) Third, the Adviser will be entitled to an Incentive Fee out of
(d) Thereafter, the Adviser will be entitled to an Incentive Fee equal to
24
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except unit data)
June 30, 2023
4. Agreements and Related Party Transactions (Continued)
The Incentive Fee will be calculated on a cumulative basis and the amount of the Incentive Fee payable in connection with any distribution (or deemed distribution) will be determined and, if applicable, paid in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders.
If the Advisory Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating the agreement or (ii) our terminating the agreement for cause (as set out in the Advisory Agreement), we 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 our 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 would be deemed accelerated, (B) the proceeds from such liquidation were used to pay all our 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. We will make the Final Incentive Fee Payment in cash on or immediately following the date the Advisory Agreement is so terminated. The Adviser Return Obligation (defined below) will not apply in connection with a Final Incentive Fee Payment.
Administration Agreement: On September 15, 2014, the Company entered into the Administration Agreement with the Adviser under which the Adviser (or one or more delegated service providers) will oversee the maintenance of our financial records and otherwise assist on the Company’s compliance with regulations applicable to a BDC under the 1940 Act, and a RIC under the Code, to prepare reports to our Members, monitor the payment of our expenses and the performance of other administrative or professional service providers, and generally provide us with administrative and back office support. The Company will reimburse the Administrator for expenses incurred by it on behalf of the Company in performing its obligations under the Administration Agreement. Amounts paid pursuant to the Administration Agreement are subject to the annual cap on Company Expenses (as defined below), as described more fully below.
The Company, and indirectly the Unitholders, will bear (including by reimbursing the Adviser or Administrator) all other costs and expenses of its operations, administration and transactions, including, without limitation, organizational and offering expenses, management fees, costs of reporting required under applicable securities laws, legal fees of the Company’s counsel and accounting fees. However, the Company will not bear (a) more than an amount equal to
TCW Direct Lending Strategic Ventures LLC: On June 5, 2015, the Company, together with an affiliate of Security Benefit Corporation and accounts managed by Oak Hill Advisors, L.P., entered into an Amended and Restated Limited Liability Company Agreement (the “Agreement”) to become members of TCW Direct Lending Strategic Ventures LLC (“Strategic Ventures”). Strategic Ventures focuses primarily on making senior secured floating rate loans to middle-market borrowers. The Agreement was effective June 5, 2015. The Company’s investment in Strategic Ventures is restricted from redemption until the termination of Strategic Ventures.
The Company’s capital commitment is $
25
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except unit data)
June 30, 2023
5. Commitments and Contingencies
The Company had the following unfunded commitments and unrealized depreciation by investment as of June 30, 2023 and December 31, 2022:
|
|
|
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||||||||||
Unfunded Commitments |
|
Maturity/ |
|
Amount |
|
|
Unrealized |
|
|
Amount |
|
|
Unrealized |
|
||||
Retail & Animal Intermediate, LLC |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Ruby Tuesday Operations LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pace Industries, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The Company’s total capital commitment to its underlying investment in Strategic Ventures is $
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2023, management 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.
6. Members’ Capital
During the three and six months ended June 30, 2023 and 2022, the Company did not sell or issue any Common Units. As described in Note 1, on July 11, 2022 the Company’s Members approved a reduction in Undrawn Commitments by $
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Units at beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Units issued and committed at end of period |
|
|
|
|
|
|
|
|
|
|
|
|
The Company did
7. Credit Facility
The Company has a secured revolving credit agreement (the “Credit Agreement”) with Natixis, New York Branch (“Natixis”) as administrative agent and committed lender. The Credit Agreement provides for a revolving credit line of up to $
26
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except unit data)
June 30, 2023
7. Credit Facility (Continued)
On April 10, 2017, the Company and Natixis entered into a Third Amended and Restated Revolving Credit Agreement. Under the Third Amended and Restated Revolving Credit Agreement borrowings bear interest at a rate equal to either the (a) adjusted eurodollar rate calculated in a customary manner plus
On April 6, 2020, the Company entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement (the “Amended Credit Agreement”), by and among the Company, as borrower, and Natixis, New York Branch, as administrative agent and the lenders party thereto. The Amended Credit Agreement provides for a revolving credit line of up to $
On May 27, 2020, the Company entered into a Lender Group Joinder Agreement pursuant to which Zions Bancorporation, N.A. d/b/a California Bank & Trust was added as a committed lender (with a commitment of $
On April 6, 2021, the Company entered into a Third Amendment to the Amended Credit Agreement (the “Third Amended Credit Agreement”). The Third Amended Credit Agreement provides for a revolving credit line of up to $
27
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except unit data)
June 30, 2023
7. Credit Facility (Continued)
On January 10, 2023, the Company entered into a Fourth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fourth Amended Credit Agreement"). The Fourth Amended Credit Agreement replaces the Eurocurrency Rate with a Daily Simple SOFR Rate, Term SOFR Rate and Adjusted Term SOFR Rate (each as defined in the Fourth Amended Credit Agreement) for purposes of calculating interest on the loan. Each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR Rate for such Interest Period plus the interest rate spread or "Applicable Margin." Each Daily SOFR Loan will bear interest on the outstanding principal amount thereof at a rate per annum equal to Daily Simple SOFR plus the Applicable Margin. The Term SOFR Loan and Daily SOFR Loan have an Applicable Margin of
On April 7, 2023, the Company entered into the Fifth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fifth Amended Credit Agreement"). The Fifth Amended Credit Agreement removed the Adjusted Term SOFR Rate for purposes of calculating interest on the loan but kept the Daily Simple SOFR and Term SOFR rates as is. It also updated the Applicable Margin from
As of June 30, 2023 and December 31, 2022, the Available Commitment under the Amended Credit Agreement was $
As of June 30, 2023 and December 31, 2022, the amounts outstanding under the Credit Facility were $
The summary information regarding the Credit Facility for the three and six months ended June 30, 2023 and 2022 was as follows:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Credit facility interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Undrawn commitment fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Administrative fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average interest rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Average outstanding balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
28
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except unit data)
June 30, 2023
8. Repurchase Transactions
The Company may, from time to time, enter into repurchase agreements with Barclays Bank PLC (“Barclays”), whereby the Company sells to Barclays its short-term investments and concurrently enters into an agreement to repurchase the same investments at an agreed-upon price at a future date, generally within 30-days (each, a “Repurchase Transaction”).
In accordance with ASC 860, Transfers and Servicing, these Repurchase Transactions meet the criteria for secured borrowings. Accordingly, the short-term investments remain 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 Barclays (the “Repurchase Obligation”). The Repurchase Obligation is secured by the short-term investments that are the subject of the repurchase agreement.
The Company had
9. Income Taxes
The Company has elected to be treated 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 common unitholders as dividends. The Company elected to be taxed as a RIC in 2015. The Company evaluates tax positions taken or expected to be taken in the course of preparing its 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 June 30, 2023 and December 31, 2022, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows:
|
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||
Cost of investments for federal income tax purposes |
|
$ |
|
|
$ |
|
||
Unrealized appreciation |
|
$ |
|
|
$ |
|
||
Unrealized depreciation |
|
$ |
( |
) |
|
$ |
( |
) |
Net unrealized depreciation on investments |
|
$ |
( |
) |
|
$ |
( |
) |
The Company did
The Company's investment in School Specialty, Inc.'s common stock is held through TCW DL SSP LLC, an unconsolidated special purpose vehicle. The fair value of such equity investment as of June 30, 2023 is net of a $
29
TCW DIRECT LENDING LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(Dollar amounts in thousands, except unit data)
June 30, 2023
10. Financial Highlights
Selected data for a unit outstanding throughout the six months ended June 30, 2023 and 2022 is presented below. The accrual base Net Asset Value is calculated by subtracting the per unit loss from investment operations from the beginning Net Asset Value per unit and reflects all units issued and outstanding.
|
|
For the six months ended June 30, |
|
|||||
|
|
2023(1) |
|
|
2022(1) |
|
||
Net Asset Value Per Unit (accrual base), Beginning of Period |
|
$ |
|
|
$ |
|
||
Income from Investment Operations: |
|
|
|
|
|
|
||
Net investment income |
|
|
|
|
|
|
||
Net realized and unrealized (loss) gain |
|
|
( |
) |
|
|
|
|
Total income from investment operations |
|
|
|
|
|
|
||
Less Distributions: |
|
|
|
|
|
|
||
From net investment income |
|
|
( |
) |
|
|
( |
) |
Return of capital |
|
|
( |
) |
|
|
( |
) |
Total distributions(2) |
|
|
( |
) |
|
|
( |
) |
Net Asset Value Per Unit (accrual base), End of Period |
|
$ |
|
|
$ |
|
||
Common Unitholder Total Return(3)(4) |
|
|
% |
|
|
% |
||
Common Unitholder IRR(5) |
|
|
% |
|
|
% |
||
Ratios and Supplemental Data: |
|
|
|
|
|
|
||
Members’ Capital, end of period |
|
$ |
|
|
$ |
|
||
Units outstanding, end of period |
|
|
|
|
|
|
||
Ratios based on average net assets of Members’ Capital: |
|
|
|
|
|
|
||
Ratio of total expenses to average net assets(6) |
|
|
% |
|
|
% |
||
Ratio of financing cost to average net assets(4) |
|
|
% |
|
|
% |
||
Ratio of net investment income to average net assets(6) |
|
|
% |
|
|
% |
||
Credit facility payable |
|
|
|
|
|
|
||
Asset coverage ratio |
|
|
|
|
|
|
||
Portfolio turnover rate(4) |
|
|
% |
|
|
|
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 other than those described below.
30
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 LLC. For simplicity, this report uses the terms “Company,” “we,” “us,” and “our” to refer to TCW Direct Lending LLC and where appropriate in the context, its wholly-owned subsidiaries.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. These forward- looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation:
31
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended the (“1934 Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this report because we are an investment company.
Overview
We were formed on April 1, 2014 as a limited liability company under the laws of the State of Delaware. We have filed an election to be regulated as a BDC under the 1940 Act. We have also elected to be treated for U.S. federal income tax purposes as a RIC under the Code for the taxable year ending December 31, 2015 and subsequent years. We are required to continue to meet the minimum distribution and other requirements for RIC qualification. As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.
Each investor was required to enter into a subscription agreement in connection with its Commitment (a “Subscription Agreement”). Under the terms of the subscription agreements, the Company may generally draw down all or any portion of the undrawn commitment with respect to each Common Unit upon at least ten business days’ prior written notice to the Common Unitholders. Investors have entered into subscription agreements for 20,134,698 Common Units of the Company issued and outstanding representing a total of $2.013 billion of committed capital. On July 11, 2022, our Members approved a reduction in Undrawn Commitments by $10.43 per unit, resulting in an approximately 41.18% reduction of overall remaining available capital commitments.
We have several wholly-owned subsidiaries, each of which is a Delaware limited liability company designed to hold an equity investment of ours.
Revenues
We generate revenues in the form of interest income and capital appreciation by providing private capital to middle market companies operating in a broad range of industries primarily in the United States. As our investment period has ended, we will not originate new loans, but may increase credit facilities to existing borrowers or affiliates. Our highly negotiated private investments may include senior secured loans, unsecured senior loans, subordinated and mezzanine loans, convertible securities, equity securities, and equity-linked securities such as options and warrants. However, our investment bias has been towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments. The investment philosophy, strategy and approach of the private credit team of the Adviser (the “Private Credit Team” fka the “Direct Lending Team”) has generally not involved the use of payment-in-kind (“PIK”) interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, or similar arrangements. Although the Private Credit Team generally did not originate a significant amount of investments for us with PIK interest features, from time to time we made, and currently have, investments that contain such features, usually due to certain circumstances involving debt restructurings or work-outs of current investments.
We are primarily focused on investing in senior secured debt obligations, although there may be occasions where the investment may be unsecured. We also consider an equity investment as the primary security, in combination with a debt obligation, or as a part of total return strategy. Our investments are mostly in corporations, partnerships or other business entities. Additionally, in certain circumstances, we may co-invest with other investors and/or strategic partners through indirect investments in portfolio companies through a joint venture vehicle, partnership or other special purpose vehicle (each, an “Investment Vehicle”). While we invest primarily in U.S. companies, there are certain instances where we invested in companies domiciled elsewhere.
32
Expenses
We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided through the Administration Agreement and the Advisory Agreement.
We will bear (including by reimbursing the Adviser or Administrator) all costs and expenses of our operations, administration and transactions, including, without limitation, organizational and offering expenses, management fees, costs of reporting required under applicable securities laws, legal fees of our counsel and accounting fees. However, we will not bear (a) more than an amount equal to 10 basis points of the aggregate Commitments for organization and offering expenses in connection with the offering of Common Units through the Closing Period and (b) more than an amount equal to 12.5 basis points of the aggregate Commitments per annum (pro-rated for partial years) for our Operating Expenses, including amounts paid to the Administrator under the Administration Agreement and reimbursement of expenses to the Adviser and its affiliates. Notwithstanding the foregoing, the cap on Operating Expenses does not apply to payments of the Management Fee, Incentive Fee, organizational and offering expenses (which are subject to the separate cap described above), amounts payable in connection with our borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to our liquidation of the Company, taxes, or extraordinary expenses (such as litigation expenses and indemnification payments to either the Adviser or the Administrator). All expenses that we will not bear will be borne by the Adviser or its affiliates.
Critical Accounting Policies and Estimates
Investments which we hold for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by our Board of Directors based on similar instruments, internal assumptions and the weighting of the best available pricing inputs. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" with respect to the fair valuation of the Company's portfolio securities, subject to oversight by and periodic reporting to the Board.
Fair Value Hierarchy: Assets and liabilities are classified by us into three levels based on valuation inputs used to determine fair value. Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.
Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs.
Level 3 values are based on significant unobservable inputs that reflect our determination of assumptions that market participants might reasonably use in valuing the assets.
Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.
Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:
Equity, (Level 1), includes common stock valued at the closing price on the primary exchange in which the security trades.
Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine the fair value of investments in private debt for which reliable market quotations are not available. Some of the inputs are independently observable; however, a significant portion of the inputs and the internal assumptions applied are unobservable.
Debt, (Level 3), include investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. An income method approach incorporating a weighted average cost of capital and discount rate or a market method approach using prices and other relevant information generated by market transactions involving identical or comparable assets are generally used to determine fair value, though some cases use an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.
33
Equity, (Level 3), includes common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. A liquidity discount based on current market expectations, future events, minority ownership position and the period management reasonably expects to hold the investment may be applied.
Net Asset Value (“NAV”) (Investment Funds and Vehicles): Equity investments in affiliated investment fund (TCW Strategic Ventures) are valued based on the net asset value reported by the investment fund. Investments held by the affiliated fund include debt investments in privately originated senior secured debt. Such investments held by the affiliated fund are valued using the same methods, approach and standards applied above to debt investments held by the Company. The Company’s ability to withdraw from the fund is subject to restrictions. The term of the fund will continue until June 5, 2021 unless dissolved earlier or extended for two additional one-year periods by the Company, in its full discretion. The Company can further extend the term of the fund for additional one-year periods, upon notice to and consent from the funds management committee. On February 25, 2021, Company extended the fund’s term one additional year, until June 5, 2022. On February 1, 2022, the Company further extended the fund's term one additional year, until June 5, 2023. On April 17, 2023, the Company further extended the fund's term one additional year, until June 5, 2024. The Company is entitled to income and principal distributed by the fund.
Investment Activity
As of June 30, 2023, our portfolio consisted of debt and equity investments in seven and seven portfolio companies, respectively, including TCW Strategic Ventures. Based on fair values as of June 30, 2023, our portfolio was comprised of 68.3% debt investments which were primarily senior secured, first lien term loans and 31.7% equity investments, which were primarily common and preferred stocks; warrants; and our common and preferred membership interests in TCW Strategic Ventures. Debt investments in two portfolio companies were on non-accrual status as of June 30, 2023, representing 3.8% and 19.7% of our portfolio’s fair value and cost, respectively.
As of December 31, 2022, our portfolio consisted of debt and equity investments in eight and eight portfolio companies, respectively, including TCW Strategic Ventures. Based on fair values as of December 31, 2022, our portfolio was comprised of 67.9% debt investments which were primarily senior secured, first lien term loans and 32.1% equity investments, which were primarily common and preferred stocks; warrants; and our common and preferred membership interests in TCW Strategic Ventures. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2022, representing 6.6% and 18.8% of our portfolio’s fair value and cost, respectively.
The table below describes our debt and equity investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets by industry as of June 30, 2023:
Industry |
|
Percent of Total Investments |
|
|
Industrial Conglomerates |
|
|
28 |
% |
Metals & Mining |
|
|
20 |
% |
Investment Funds & Vehicles |
|
|
14 |
% |
Diversified Consumer Services |
|
|
11 |
% |
Pharmaceuticals |
|
|
9 |
% |
Household Durables |
|
|
7 |
% |
Hotels, Restaurants & Leisure |
|
|
7 |
% |
Distributors |
|
|
4 |
% |
Technologies Hardware, Storage and Peripherals |
|
|
0 |
% |
Total |
|
|
100 |
% |
34
Results of Operations
Our operating results for the three and six months ended June 30, 2023 and 2022 were as follows (dollar amounts in thousands):
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Total investment income |
|
$ |
17,322 |
|
|
$ |
13,948 |
|
|
$ |
28,881 |
|
|
$ |
21,721 |
|
Total expenses |
|
|
4,099 |
|
|
|
2,631 |
|
|
|
8,213 |
|
|
|
5,283 |
|
Net investment income |
|
|
13,223 |
|
|
|
11,317 |
|
|
|
20,668 |
|
|
|
16,438 |
|
Net realized loss on investments |
|
|
(2,044 |
) |
|
|
— |
|
|
|
(2,044 |
) |
|
|
— |
|
Net change in unrealized appreciation/(depreciation) on investments |
|
|
4,880 |
|
|
|
31,329 |
|
|
|
(7,308 |
) |
|
|
37,683 |
|
Net realized gain (loss) on short-term investments |
|
|
708 |
|
|
|
(99 |
) |
|
|
1,662 |
|
|
|
(310 |
) |
Net (decrease) increase in Members’ Capital from operations |
|
$ |
16,767 |
|
|
$ |
42,547 |
|
|
$ |
12,978 |
|
|
$ |
53,811 |
|
Total investment income
Total investment income for the three months ended June 30, 2023 and 2022 was $17.3 million and $13.9 million, respectively, and included interest income (including interest income paid-in-kind) of $11.0 million and $11.5 million, respectively. Total investment income for the three months ended June 30, 2023 and 2022 also included $0.1 million and $36 thousand, respectively, of other income.
Total investment income for the six months ended June 30, 2023 and 2022 was $28.9 million and $21.7 million, respectively, and included interest income (including interest income paid-in-kind) of $22.4 million and $19.2 million, respectively. Total investment income for the six months ended June 30, 2023 and 2022 also included $0.3 million and $0.1 million, respectively, of other income.
Total investment income increased during the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022. The increase in our total investment income was due to the increase in interest rates during the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022. During the three and six months ended June 30, 2022, most of our debt investments earned interest income based on their respective interest rate floors, whereas during the three and six months ended June 30, 2023, all of our debt investments earned interest above their respective interest rate floors.
Net investment income
Net investment income for the three months ended June 30, 2023 and 2022 was $13.2 million and $11.3 million, respectively. Net investment income for the six months ended June 30, 2023 and 2022 was $20.7 million and $16.4 million, respectively.
The increase in net investment income during the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022 was due to the increase in total investment income as described above, partially offset by higher total expenses during the three and six months ended June 30, 2023 versus the three and six months ended June 30, 2022.
Expenses for the three and six months ended June 30, 2023 and 2022 were as follows (dollar amounts in thousands):
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and credit facility expenses |
|
$ |
2,111 |
|
|
$ |
1,039 |
|
|
$ |
4,417 |
|
|
$ |
2,192 |
|
Interest expense on repurchase transactions |
|
|
1,531 |
|
|
|
95 |
|
|
|
2,878 |
|
|
|
127 |
|
Professional fees |
|
|
185 |
|
|
|
205 |
|
|
|
382 |
|
|
|
341 |
|
Administrative fees |
|
|
137 |
|
|
|
176 |
|
|
|
279 |
|
|
|
348 |
|
Directors’ fees |
|
|
88 |
|
|
|
78 |
|
|
|
156 |
|
|
|
156 |
|
Management fees |
|
|
— |
|
|
|
997 |
|
|
|
— |
|
|
|
2,011 |
|
Other expenses |
|
|
47 |
|
|
|
41 |
|
|
|
101 |
|
|
|
108 |
|
Total expenses |
|
$ |
4,099 |
|
|
$ |
2,631 |
|
|
$ |
8,213 |
|
|
$ |
5,283 |
|
Our total expenses for the three months ended June 30, 2023 and 2022 were $4.1 million and $2.6 million, respectively. Our total expenses included management fees attributed to the Adviser of $0 and $1.0 million for the three months ended June 30, 2023 and 2022, respectively.
35
Our total expenses for the six months ended June 30, 2023 and 2022 were $8.2 million and $5.3 million, respectively. Our total expenses included management fees attributed to the Adviser of $0 and $2.0 million for the six months ended June 30, 2023 and 2022, respectively.
The increase in total operating expenses during the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022, was primarily due to higher interest rates during the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022 which caused increases in our credit facility borrowing costs as well as our interest expense on repurchase transactions. These increases were partially offset by a decrease in management fees. No management fees were expensed during the three and six months ended June 30, 2023 as the Adviser agreed to waive all management fees earned subsequent to December 31, 2022.
Net realized loss on investments
Our net realized loss on investments for the three and six months ended June 30, 2023 was $2.0 million. Our net loss on investments for the three and six months ended June 30, 2023 was entirely due to our disposition of our revolver and preferred equity with Guardia LLC.
We did not have a net realized gain or loss on investments during the three and six months ended June 30, 2022 as no investments were disposed of during the period.
Net change in unrealized appreciation/(depreciation) on investments
Our net change in unrealized appreciation/(depreciation) on investments for the three months ended June 30, 2023 and 2022 was $4.9 million and $31.3 million, respectively. Our net change in unrealized appreciation/(depreciation) for the three months ended June 30, 2023 was primarily attributable to the following investments (dollar amounts in thousands):
Issuer |
|
Investment |
|
Change in |
|
|
Pace Industries, Inc. |
|
HoldCo Term Loan |
|
$ |
(5,113 |
) |
Animal Supply Company, LLC |
|
Term Loan |
|
|
(1,171 |
) |
SSI Parent, LLC (fka School Specialty, Inc.) |
|
Common Stock |
|
|
611 |
|
RT Holdings Parent, LLC |
|
Class A Units |
|
|
1,534 |
|
TCW Direct Lending Strategic Ventures |
|
Preferred membership Interests |
|
|
4,210 |
|
Cedar Ultimate Parent, LLC |
|
Class A Preferred Units |
|
|
4,515 |
|
All others |
|
Various |
|
|
294 |
|
Net change in unrealized appreciation/(depreciation) |
|
|
|
$ |
4,880 |
|
Our net change in unrealized appreciation/(depreciation) for the three months ended June 30, 2022 was primarily attributable to the following investments (dollar amounts in thousands):
Issuer |
|
Investment |
|
Change in |
|
|
SSI Parent, LLC (fka School Specialty, Inc.) |
|
Common Stock |
|
$ |
26,648 |
|
TCW Direct Lending Strategic Ventures |
|
Preferred Membership Interests |
|
|
11,323 |
|
H-D Advanced Manufacturing Company |
|
Term Loan |
|
|
5,543 |
|
Retail & Animal Intermediate, LLC |
|
Subordinated Loan |
|
|
(1,426 |
) |
Quantum Corporation |
|
Common Stock |
|
|
(1,501 |
) |
Cedar Ultimate Parent, LLC |
|
Class A Preferred Units |
|
|
(1,891 |
) |
Cedar Ultimate Parent, LLC |
|
Class D Preferred Units |
|
|
(1,914 |
) |
RT Holdings Parent, LLC |
|
Class A Units |
|
|
(2,262 |
) |
Pace Industries, Inc. |
|
HoldCo Term Loan |
|
|
(3,055 |
) |
All others |
|
Various |
|
|
(136 |
) |
Net change in unrealized appreciation/(depreciation) |
|
|
|
$ |
31,329 |
|
36
Our net change in unrealized appreciation/(depreciation) on investments for the six months ended June 30, 2023 and 2022 was ($7.3) million and $37.7 million, respectively. Our net change in unrealized appreciation/(depreciation) for the six months ended June 30, 2023 was primarily attributable to the following investments (dollar amounts in thousands):
Issuer |
|
Investment |
|
Change in |
|
|
|
Pace Industries, Inc. |
|
HoldCo Term Loan |
|
$ |
(13,282 |
) |
|
Animal Supply Company, LLC |
|
Term Loan |
|
|
(4,634 |
) |
|
SSI Parent, LLC (fka School Specialty, Inc.) |
|
Common Stock |
|
|
(3,485 |
) |
|
Noramco, LLC |
|
Term Loan |
|
|
(821 |
) |
|
Guardia, LLC |
|
Revolver |
|
|
(677 |
) |
* |
Ruby Tuesday Operations LLC |
|
Incremental Term Loan |
|
|
1,355 |
|
|
TCW Direct Lending Strategic Ventures |
|
Preferred membership Interests |
|
|
1,647 |
|
|
Cedar Ultimate Parent, LLC |
|
Class A Preferred Units |
|
|
4,801 |
|
|
H-D Advanced Manufacturing Company |
|
Term Loan |
|
|
8,450 |
|
|
All others |
|
Various |
|
|
(662 |
) |
|
Net change in unrealized appreciation/(depreciation) |
|
|
|
$ |
(7,308 |
) |
|
*Includes reversal of previously recognized unrealized (depreciation)/appreciation. Recognized during the six months ended June 30, 2023 as realized gains/(losses) and/or accelerated original issue discount.
Our net change in unrealized appreciation/(depreciation) for the six months ended June 30, 2022 was primarily attributable to the following investments (dollar amounts in thousands):
Issuer |
|
Investment |
|
Change in |
|
|
|
SSI Parent, LLC (fka School Specialty, Inc.) |
|
Common Stock |
|
$ |
27,112 |
|
|
TCW Direct Lending Strategic Ventures |
|
Preferred Membership Interests |
|
|
13,676 |
|
|
H-D Advanced Manufacturing Company |
|
Term Loan |
|
|
8,993 |
|
|
School Specialty, Inc. |
|
Preferred Stock |
|
|
3,516 |
|
|
Cedar Ultimate Parent, LLC |
|
Class A Preferred Units |
|
|
(1,282 |
) |
|
Cedar Ultimate Parent, LLC |
|
Class D Preferred Units |
|
|
(2,262 |
) |
|
Pace Industries, Inc. |
|
HoldCo Term Loan |
|
|
(2,498 |
) |
|
Retail & Animal Intermediate, LLC |
|
Subordinated Term Loan |
|
|
(2,855 |
) |
|
Quantum Corporation |
|
Common Stock |
|
|
(7,242 |
) |
|
All others |
|
Various |
|
|
525 |
|
|
Net change in unrealized appreciation/(depreciation) |
|
|
|
$ |
37,683 |
|
|
Net realized gain (loss) on short-term investments
During the three months ended June 30, 2023 and 2022 we incurred $0.7 million and ($0.1) million, respectively, in realized gains (losses) from our short-term investments in government treasuries.
During the six months ended June 30, 2023 and 2022 we incurred $1.7 million and ($0.3) million , respectively, in realized gains (losses) from our short-term investments in government treasuries.
Net increase in Members’ Capital from operations
Our net increase in Members’ Capital from operations during the three months ended June 30, 2023 and 2022 was $16.8 million and $42.5 million, respectively.
Our net increase in Members’ Capital from operations during the six months ended June 30, 2023 and 2022 was $13.0 million and $53.8 million, respectively.
The relative decrease in our net increase in Members’ Capital from operations during the three months ended June 30, 2023 compared to the three months ended June 30, 2022 was primarily due to net realized and unrealized gains on our investments of $3.5
37
million during the three months ended June 30, 2023 compared to net realized and unrealized gains on our investments of $31.2 million during the three months ended June 30, 2022. This decrease was partially offset by an increase in net investment income of $13.2 million during the three months ended June 30, 2023 compared to net investment income of $11.3 million during the three months ended June 30, 2022, as described above.
The relative decrease in our net increase in Members’ Capital from operations during the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was primarily due to net realized and unrealized losses on our investments of $7.7 million during the six months ended June 30, 2023 compared to net realized and unrealized gains on our investments of $37.4 million during the six months ended June 30, 2022. This decrease was partially offset by an increase in net investment income of $20.7 million during the six months ended June 30, 2023 compared to net investment income of $16.4 million during the six months ended June 30, 2022, as described above.
Direct Lending Strategic Ventures LLC
On June 5, 2015, the Company, together with an affiliate of Security Benefit Corporation and accounts managed by Oak Hill Advisors, L.P., entered into an Amended and Restated Limited Liability Company Agreement (the “Agreement”) to become members of TCW Strategic Ventures. TCW Strategic Ventures focuses primarily on making senior secured floating rate loans to middle-market borrowers. The Agreement was effective June 5, 2015. The Company’s capital commitment is $481.6 million, representing approximately 80% of the preferred and common equity ownership of TCW Strategic Ventures, with the third-party investors representing the remaining capital commitments and preferred and common equity ownership. A portion of the Company’s capital commitment was satisfied by the contribution of two loans to TCW Strategic Ventures. TCW Strategic Ventures also entered into a revolving credit facility to finance a portion of certain eligible investments on June 5, 2015. The revolving credit facility is for up to $600 million. TCW Strategic Ventures is managed by a management committee comprised of two members, one appointed by the Company and one appointed by Oak Hill Advisors, L.P. All decisions of the management committee require unanimous approval of its members. Neither the Company, nor the Adviser will receive management fees from this entity. Although the Company owns more than 25% of the voting securities of TCW Strategic Ventures, the Company does not believe that it has control over TCW Strategic Ventures (other than for purposes of the 1940 Act). The Company’s ability to withdraw from the fund is subject to restrictions.
On April 30, 2021, TCW Strategic Ventures’ revolving credit facility was terminated.
Financial Condition, Liquidity and Capital Resources
On March 19, 2015 we completed the final private placement of Common Units. We generate cash from (1) drawing down capital in respect of Common Units, (2) cash flows from investments and operations and (3) borrowings from banks or other lenders.
Our primary use of cash is for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including expenses, management fees, incentive fees, and any indemnification obligations), (3) debt service of any borrowings and (4) cash distributions to the Common Unitholders.
As of June 30, 2023 and December 31, 2022, aggregate Commitments, Undrawn Commitments and subscribed for Units of the Company are as follows (dollar amounts in thousands):
|
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||
Commitments |
|
$ |
1,803,465 |
|
|
$ |
1,803,465 |
|
Undrawn commitments |
|
$ |
199,120 |
|
|
$ |
199,120 |
|
Percentage of commitments funded |
|
|
89.0 |
% |
|
|
89.0 |
% |
Units |
|
|
18,034,649 |
|
|
|
18,034,649 |
|
Natixis Credit Agreement
We have a secured revolving credit agreement (the “Credit Agreement”) with Natixis, New York Branch (“Natixis”) as administrative agent and committed lender. The Credit Agreement provides for a revolving credit line of up to $750 million (the “Maximum Commitment”) (the “Credit Facility”), subject to the lesser of the “Borrowing Base” assets or the Maximum Commitment (the “Available Commitment”). The Borrowing Base assets generally equal the sum of (a) a percentage of certain eligible investments in a controlled account, (b) a percentage of unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Credit Agreement is generally secured by the Borrowing Base assets.
38
On April 10, 2017, we entered into a Third Amended and Restated Revolving Credit Agreement. Under the April 10, 2017 Credit Agreement borrowings bear interest at a rate equal to either the (a) adjusted eurodollar rate calculated in a customary manner plus 2.35%, (b) commercial paper rate plus 2.35%, or (c) a base rate calculated in a customary manner (using the higher of the Federal Funds Rate plus 0.50%, the Prime Rate and the Floating LIBOR Rate plus 1.00%) plus 1.35%. Moreover, the Credit Agreement’s stated maturity date was extended from November 10, 2017 to April 10, 2020.
On April 6, 2020, we entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement (the “Amended Credit Agreement”), with Natixis, New York Branch, as administrative agent and the lenders party thereto. The Amended Credit Agreement provides for a revolving credit line of up to $375.0 million (with an option for us to increase this amount to $450.0 million subject to consent of the lenders and satisfaction of certain other conditions), subject to the available borrowing base, which is generally the sum of (a) a percentage of certain eligible investments, (b) a percentage of remaining unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of our investors, portfolio investments and substantially all other assets of the Company. The stated maturity date of the Amended Credit Agreement was April 9, 2021, which date (subject to the satisfaction of certain conditions) could have been extended by the Company for up to an additional 364 days. Borrowings under the Amended Credit Agreement bore interest at a rate equal to either (a) adjusted eurodollar rate calculated in a customary manner plus 2.50%, (b) commercial paper rate plus 2.50%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted eurodollar rate plus 1.00%) plus 1.50%, provided however in each case the commercial paper rate and the eurocurrency rate shall have a floor of 1.00%.
On May 27, 2020, we entered into a Lender Group Joinder Agreement pursuant to which Zions Bancorporation, N.A. d/b/a California Bank & Trust was added as a committed lender (with a commitment of $25.0 million) under the Amended Credit Agreement. Concurrently therewith, we elected to increase the size of our revolving credit line under the Credit Agreement to $400.0 million. On December 29, 2020, we elected to permanently decrease the size of our revolving credit line under the Credit Agreement to $177.0 million.
On April 6, 2021, we entered into a Third Amendment to the Amended Credit Agreement (the “Third Amended Credit Agreement”). The Third Amended Credit Agreement provides for a revolving credit line of up to $177,000, subject to the available borrowing base, which is generally a percentage of remaining unfunded commitments from certain eligible investors in the Company. The Third Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of the Company’s investors. The stated maturity date of the Third Amended Credit Agreement is April 8, 2022, which (subject to the satisfaction of certain conditions) may be extended by us for up to an additional 364 days. On March 23, 2022, we exercised our final extension option, and extended the maturity date of the Third Amended Credit Agreement to April 7, 2023. Borrowings under the Third Amended Credit Agreement bear interest at a rate equal to either (a) Eurocurrency Rate calculated in a customary manner plus 1.95%, (b) commercial paper (“CP”) rate plus 1.95%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted Eurocurrency Rate plus 1.00%) plus 0.95%, provided however in each case the CP Rate and the Eurocurrency Rate shall have a floor of 0.00%. The Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Company fail to satisfy certain covenants. As of June 30, 2023, we were in compliance with such covenants.
On January 10, 2023, we entered into a Fourth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fourth Amended Credit Agreement"). The Fourth Amended Credit Agreement replaces the Eurocurrency Rate with a Daily Simple SOFR Rate, Term SOFR Rate and Adjusted Term SOFR Rate (each as defined in the Fourth Amended Credit Agreement) for purposes of calculating interest on the loan. Each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR Rate for such Interest Period plus the interest rate spread or "Applicable Margin." Each Daily SOFR Loan will bear interest on the outstanding principal amount thereof at a rate per annum equal to Daily Simple SOFR plus the Applicable Margin. The Term SOFR Loan and Daily SOFR Loan have an Applicable Margin of 1.95%.
On April 7, 2023, we entered into the Fifth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fifth Amended Credit Agreement"). The Fifth Amended Credit Agreement removed the Adjusted Term SOFR Rate for purposes of calculating interest on the loan but kept the Daily Simple SOFR and Term SOFR rates as is. It also updated the Applicable Margin from 0.95% to 1.15% for Base Rate Loans and from 1.95% to 2.15% for all other loan types. The revolving credit line was also reduced from $177,000 to $152,000 and lastly, the maturity date of the loan was extended 364 days to April 5, 2024.
As of June 30, 2023 and December 31, 2022, the Available Commitment under the Credit Facility was $62.8 million and $50.8 million, respectively.
As of June 30, 2023 and December 31, 2022 the amounts outstanding under the Credit Facility were $89.3 million and $126.3 million, respectively. The carrying amount of the Credit Facility, which is categorized as Level 2 within the fair value hierarchy as of June 30, 2023 and December 31, 2022, approximates its fair value. Valuation techniques and significant inputs used to determine fair value include Company details, credit, market and liquidity risk and events, financial health of the Company, place in the capital
39
structure, interest rate and terms and conditions of the Credit Facility. We incurred financing costs of $10.1 million in connection with the April 10, 2017 Third Amended and Restated Revolving Credit Agreement. We also incurred additional financing costs totaling $1.8 million in connection with the Amended Credit Agreement on April 6, 2020 and May 27, 2020 as well as an additional $0.9 million in connection with the April 6, 2021 Third Amended Credit Agreement. We recorded these costs as deferred financing costs on its Consolidated Statements of Asset and Liabilities and the costs are being amortized over the life of the Credit Facility. As of June 30, 2023 and December 31, 2022, $0.4 million and $0.1 million, respectively, of such prepaid deferred financing costs had yet to be amortized.
The summary information regarding the Credit Facility for the three and six months ended June 30, 2023 and 2022 was as follows (dollar amounts in thousands):
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Credit facility interest expense |
|
$ |
1,869 |
|
|
$ |
808 |
|
|
$ |
3,973 |
|
|
$ |
1,426 |
|
Undrawn commitment fees |
|
|
52 |
|
|
|
62 |
|
|
|
101 |
|
|
|
124 |
|
Administrative fees |
|
|
17 |
|
|
|
17 |
|
|
|
33 |
|
|
|
33 |
|
Amortization of deferred financing costs |
|
|
173 |
|
|
|
152 |
|
|
|
310 |
|
|
|
609 |
|
Total |
|
$ |
2,111 |
|
|
$ |
1,039 |
|
|
$ |
4,417 |
|
|
$ |
2,192 |
|
Weighted average interest rate |
|
|
7.17 |
% |
|
|
2.78 |
% |
|
|
6.86 |
% |
|
|
2.46 |
% |
Average outstanding balance |
|
$ |
102,975 |
|
|
$ |
115,250 |
|
|
$ |
115,211 |
|
|
$ |
115,250 |
|
A summary of our contractual payment obligations as of June 30, 2023 and December 31, 2022 is as follows (dollar amounts in thousands):
Revolving Credit Agreement |
|
Total Facility |
|
|
Borrowings |
|
|
Available |
|
|||
Total Debt Obligations – June 30, 2023 |
|
$ |
152,000 |
|
|
$ |
89,250 |
|
|
$ |
62,750 |
|
Total Debt Obligations – December 31, 2022 |
|
$ |
177,000 |
|
|
$ |
126,250 |
|
|
$ |
50,750 |
|
We had the following unfunded commitments and unrealized losses by investment as of June 30, 2023 and December 31, 2022 (dollar amounts in thousands):
|
|
|
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||||||||||
Unfunded Commitments |
|
Maturity/ |
|
Amount |
|
|
Unrealized |
|
|
Amount |
|
|
Unrealized |
|
||||
Retail & Animal Intermediate, LLC |
|
November 2025 |
|
$ |
4,981 |
|
|
$ |
— |
|
|
$ |
4,981 |
|
|
$ |
— |
|
Ruby Tuesday Operations LLC |
|
February 2025 |
|
|
4,921 |
|
|
|
— |
|
|
|
4,921 |
|
|
|
— |
|
Pace Industries, Inc. |
|
June 2025 |
|
|
5,007 |
|
|
|
— |
|
|
|
2,086 |
|
|
|
— |
|
Total |
|
|
|
$ |
14,909 |
|
|
$ |
— |
|
|
$ |
11,988 |
|
|
$ |
— |
|
The Company’s total capital commitment to its underlying investment in Strategic Ventures is $481,600. As of June 30, 2023 and December 31, 2022, the Company’s unfunded commitment to Strategic Ventures was $219,646.
In accordance with our Second Amended and Restated Limited Liability Company Agreement, we may make follow-on investments up to an aggregate maximum of 10% of Capital Commitments (as defined in our Second Amended and Restated Limited Liability Company Agreement), provided that any such follow-on investment to be made after September 19, 2020, the third anniversary of the expiration of our commitment period, shall require the prior consent of a majority in interest of our Common Unitholders.
In October 2022, our Members approved a proposal to allow us to make pre-identified follow-on investments in specific portfolio companies as well as their holding companies, subsidiaries, successors or other affiliates, up to an aggregate maximum of 10% of Capital Commitments.
40
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, including changes in interest rates. At June 30, 2023, 98.6% of our debt investments bore interest based on floating rates, such as LIBOR and SOFR. The interest rates on such investments generally reset by reference to the current market index after one to three months. At June 30, 2023, the percentage of our floating rate debt investments that bore interest based on an interest rate floor was 0.0%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to three 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 June 30, 2023 consolidated balance sheet, 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) |
|
|||
Up 300 basis points |
|
$ |
10,545 |
|
|
$ |
2,715 |
|
|
$ |
7,830 |
|
Up 200 basis points |
|
|
7,030 |
|
|
|
1,810 |
|
|
|
5,220 |
|
Up 100 basis points |
|
|
3,515 |
|
|
|
905 |
|
|
|
2,610 |
|
Down 100 basis points |
|
|
(3,515 |
) |
|
|
(905 |
) |
|
|
(2,610 |
) |
Down 200 basis points |
|
|
(7,030 |
) |
|
|
(1,810 |
) |
|
|
(5,220 |
) |
Down 300 basis points |
|
|
(10,545 |
) |
|
|
(2,715 |
) |
|
|
(7,830 |
) |
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.
PART II. OTHER INFORMATION
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.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of unregistered securities
On September 19, 2014, the Company began accepting subscription agreements from investors for the private sale of its Common Units. The Company continued to enter into subscription agreements through the final closing date of March 19, 2015. Under the terms of the subscription agreements, the Company may generally draw down all or any portion of the undrawn commitment with respect to each Common Unit upon at least ten business days’ prior written notice to the Unitholders. The issuance of the Common Units pursuant to these subscription agreements and any draw by the Company under the related Commitments is expected to be exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, and Rule 506(c) of Regulation D thereunder.
41
Issuer purchases of equity securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
42
Item 6. Exhibits.
(a) Exhibits
Exhibits |
|
|
|
3.1 |
|
|
|
3.4 |
|
|
|
10.1 |
|
|
|
10.2 |
|
|
|
10.6 |
|
|
|
10.8 |
|
|
|
10.10 |
|
|
|
10.11 |
|
|
|
10.12 |
|
|
|
10.13 |
|
|
|
31.1* |
Certification of President Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 |
|
|
31.2* |
|
|
|
32.1* |
|
|
|
32.2* |
|
|
|
99.1* |
|
|
|
101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
43
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.
|
|
|
|
TCW DIRECT LENDING LLC |
|
|
|
|
Date: August 10, 2023 |
By: |
/s/ Richard T. Miller
|
|
|
Richard T. Miller |
|
|
President |
|
|
|
Date: August 10, 2023 |
By: |
/s/ Andrew J. Kim
|
|
|
Andrew J. Kim |
|
|
Chief Financial Officer |
44
Exhibit 31.1
PRESIDENT CERTIFICATION
I, Richard T. Miller, certify that:
Date: August 10, 2023 |
By: |
/s/ Richard T. Miller
|
|
|
Richard T. Miller |
|
|
President |
|
|
(Principal Executive Officer) |
1
Exhibit 31.2
CFO CERTIFICATION
I, Andrew J. Kim, certify that:
Date: August 10, 2023 |
By: |
/s/ Andrew J. Kim
|
|
|
Andrew J. Kim |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |
1
Exhibit 32.1
Certification of President Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
In connection with the quarterly report on Form 10-Q of TCW Direct Lending LLC (the “Company”) for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Richard T. Miller, as President of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Richard T. Miller
|
|
Name: |
Richard T. Miller |
Title: |
President |
Date: |
August 10, 2023 |
The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.
1
Exhibit 32.2
Certification of Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
In connection with the quarterly report on Form 10-Q of TCW Direct Lending LLC (the “Company”) for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Andrew J. Kim, as Chief Financial Officer of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Andrew J. Kim
|
|
Name: |
Andrew J. Kim |
Title: |
Chief Financial Officer |
Date: |
August 10, 2023 |
The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.
1
Exhibit 99.1
TCW Direct Lending Strategic Ventures LLC
Financial Statements
June 30, 2023
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
CONTENTS
1
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
As of June 30, 2023
SCHEDULE OF INVESTMENTS
Industry |
|
Issuer |
|
Acquisition |
|
Investment |
|
% of |
|
|
Par |
|
|
Maturity |
|
Amortized |
|
|
Fair Value |
|
||||
DEBT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Animal Supply Company, LLC(1) |
|
08/14/20 |
|
Term Loan - 14.03% inc PIK |
|
|
17.7 |
% |
|
$ |
20,082,199 |
|
|
08/14/25 |
|
$ |
20,082,199 |
|
|
$ |
15,001,403 |
|
|
|
Retail & Animal Intermediate, LLC(1)(2) |
|
08/14/20 |
|
Subordinated Loan - 7.00% inc PIK |
|
|
0.0 |
% |
|
|
22,723,197 |
|
|
11/14/25 |
|
|
17,603,046 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
17.7 |
% |
|
|
|
|
|
|
|
37,685,245 |
|
|
|
15,001,403 |
|
|
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
School Specialty, Inc.(1) |
|
09/15/20 |
|
Term Loan - 13.21% |
|
|
6.9 |
% |
|
|
5,812,674 |
|
|
12/29/26 |
|
|
5,795,671 |
|
|
|
5,812,674 |
|
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Noramco, LLC |
|
07/01/16 |
|
Term Loan - 13.42% inc PIK |
|
|
28.8 |
% |
|
|
25,175,464 |
|
|
01/31/25 |
|
|
25,155,225 |
|
|
|
24,445,375 |
|
TOTAL DEBT (53.4%) |
|
|
|
|
|
|
|
|
53.4 |
% |
|
|
|
|
|
|
|
68,636,141 |
|
|
|
45,259,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
Shares/ |
|
|
|
|
Cost |
|
|
Fair Value |
|
||||
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Retail & Animal Intermediate, LLC(1)(2) |
|
|
|
Class A Common |
|
|
0.0 |
% |
|
|
170,438 |
|
|
|
|
|
1,195,825 |
|
|
|
— |
|
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
SSI Parent, LLC (f.k.a School Specialty, Inc.)(1)(2) |
|
|
|
Common Stock |
|
|
17.8 |
% |
|
|
51,000 |
|
|
|
|
|
34,124 |
|
|
|
15,125,580 |
|
|
|
SSI Parent, LLC (f.k.a School Specialty, Inc.)(1)(2) |
|
|
|
Class A Preferred Stock |
|
|
9.8 |
% |
|
|
510,549 |
|
|
|
|
|
5,105,495 |
|
|
|
8,270,901 |
|
|
|
SSI Parent, LLC (f.k.a School Specialty, Inc.)(1)(2) |
|
|
|
Class B Preferred Stock |
|
|
3.4 |
% |
|
|
227,629 |
|
|
|
|
|
225,831 |
|
|
|
2,868,129 |
|
|
|
|
|
|
|
|
|
|
31.0 |
% |
|
|
|
|
|
|
|
5,365,450 |
|
|
|
26,264,610 |
|
|
TOTAL EQUITY (31.0%) |
|
|
|
|
|
|
|
|
31.0 |
% |
|
|
|
|
|
|
|
6,561,275 |
|
|
|
26,264,610 |
|
|
|
|
Total Debt & Equity Investments (84.4%)(3) |
|
|
|
|
84.4 |
% |
|
|
|
|
|
|
|
75,197,416 |
|
|
|
71,524,062 |
|
|||
|
|
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
First American Government Obligation Fund, Yield 5.10% |
|
|
15.3 |
% |
|
|
12,965,664 |
|
|
|
|
|
12,965,664 |
|
|
|
12,965,664 |
|
||||
|
|
Total Cash Equivalents |
|
|
|
|
|
|
15.3 |
% |
|
|
|
|
|
|
|
12,965,664 |
|
|
|
12,965,664 |
|
|
|
|
Total Investments (99.7%) |
|
|
|
|
|
|
|
|
|
|
|
$ |
88,163,080 |
|
|
$ |
84,489,726 |
|
||||
|
|
Net unrealized depreciation on unfunded commitments (0.0%) |
|
|
|
|
|
|
|
|
- |
|
||||||||||||
|
|
Other Assets in Excess of Other Liabilities (0.3%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246,786 |
|
|||||
|
|
Members’ Capital (100.0%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
84,736,512 |
|
2
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
As of June 30, 2023
SCHEDULE OF INVESTMENTS (continued)
Name of Investments |
|
Fair |
|
|
Gross |
|
|
Gross |
|
|
Realized |
|
|
Net |
|
|
Fair |
|
|
Interest/ |
|
|||||||
Animal Supply Holdings, LLC Class A Common |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Retail & Animal Intermediate, LLC Subordinated Loan - 7.00% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Animal Supply Company, LLC Term Loan - 14.03% |
|
|
17,202,678 |
|
|
|
1,322,463 |
|
|
|
— |
|
|
|
— |
|
|
|
(3,523,738 |
) |
|
|
15,001,403 |
|
|
|
1,325,947 |
|
School Specialty, Inc. Common Stock |
|
|
17,328,145 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,202,565 |
) |
|
|
15,125,580 |
|
|
|
3,915,188 |
|
School Specialty, Inc. Class A Preferred Stock |
|
|
8,270,814 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
87 |
|
|
|
8,270,901 |
|
|
|
878 |
|
School Specialty, Inc. Class B Preferred Stock |
|
|
2,868,130 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,868,130 |
|
|
|
305 |
|
School Specialty, Inc. Term Loan - 13.21% |
|
|
22,405,559 |
|
|
|
10,457 |
|
|
|
(16,540,108 |
) |
|
|
— |
|
|
|
(63,234 |
) |
|
|
5,812,674 |
|
|
|
1,087,278 |
|
Total non-controlled affiliated investments |
|
$ |
68,075,326 |
|
|
$ |
1,332,920 |
|
|
$ |
(16,540,108 |
) |
|
$ |
— |
|
|
$ |
(5,789,450 |
) |
|
$ |
47,078,688 |
|
|
$ |
6,329,596 |
|
LIBOR - London Interbank Offered Rate, generally 1-Month or 3-Month
SOFR - Secured Overnight Financing Rate, generally 1-Month or 3-Month
Geographic Breakdown of Portfolio |
|
|
|
|
United States |
|
|
100 |
% |
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $1,362,299 and $16,618,651, respectively, for the period ended June 30, 2023. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.
The accompanying notes are an integral part of these financial statements.
3
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
As of December 31, 2022
SCHEDULE OF INVESTMENTS
Industry |
|
Issuer |
|
Acquisition |
|
Investment |
|
% of |
|
|
Par |
|
|
Maturity |
|
Amortized |
|
|
Fair Value |
|
||||
DEBT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Animal Supply Company, LLC(1) |
|
08/14/20 |
|
Term Loan - 13.16% inc PIK (SOFR + 8.50%, 1.00% Floor, all PIK) |
|
|
16.3 |
% |
|
$ |
18,759,736 |
|
|
08/14/25 |
|
$ |
18,759,737 |
|
|
$ |
17,202,678 |
|
|
|
Retail & Animal Intermediate, LLC(1)(2) |
|
08/14/20 |
|
Subordinated Loan - 7.00% inc PIK (7.00%, Fixed Coupon, all PIK) |
|
|
— |
|
|
|
21,935,400 |
|
|
11/14/25 |
|
|
17,603,046 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
16.3 |
% |
|
|
|
|
|
|
|
36,362,783 |
|
|
|
17,202,678 |
|
|
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
School Specialty, Inc.(1) |
|
09/15/20 |
|
Term Loan - 12.43% (SOFR + 8.00%, 1.25% Floor) |
|
|
21.3 |
% |
|
|
22,405,559 |
|
|
09/15/25 |
|
|
22,325,322 |
|
|
|
22,405,559 |
|
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Noramco, LLC |
|
07/01/16 |
|
Term Loan - 12.13% inc PIK (LIBOR + 8.38%, 1.00% Floor, 0.38% PIK) |
|
|
23.7 |
% |
|
|
25,161,394 |
|
|
12/31/23 |
|
|
25,121,093 |
|
|
|
24,884,619 |
|
TOTAL DEBT (61.3%) |
|
|
|
|
|
|
|
|
61.3 |
% |
|
|
|
|
|
|
|
83,809,198 |
|
|
|
64,492,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
Shares/ |
|
|
|
|
Cost |
|
|
Fair Value |
|
||||
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Animal Supply Holdings, LLC (1) (2) |
|
|
|
Class A Common |
|
|
0.0 |
% |
|
|
170,438 |
|
|
|
|
|
1,195,825 |
|
|
|
— |
|
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
School Specialty, Inc. (1) (2) |
|
|
|
Common Stock |
|
|
16.5 |
% |
|
|
51,000 |
|
|
|
|
|
34,124 |
|
|
|
17,328,145 |
|
|
|
School Specialty, Inc. (1) (2) |
|
|
|
Class A Preferred Stock |
|
|
7.9 |
% |
|
|
510,549 |
|
|
|
|
|
5,105,495 |
|
|
|
8,270,814 |
|
|
|
School Specialty, Inc. (1) (2) |
|
|
|
Class B Preferred Stock |
|
|
2.7 |
% |
|
|
227,629 |
|
|
|
|
|
225,831 |
|
|
|
2,868,130 |
|
|
|
|
|
|
|
|
|
|
27.1 |
% |
|
|
|
|
|
|
|
5,365,450 |
|
|
|
28,467,089 |
|
|
TOTAL EQUITY (27.1%) |
|
|
|
|
|
|
|
|
27.1 |
% |
|
|
|
|
|
|
|
6,561,275 |
|
|
|
28,467,089 |
|
|
|
|
Total Portfolio Investments (88.4%) (3) |
|
|
|
|
88.4 |
% |
|
|
|
|
|
|
|
90,370,473 |
|
|
|
92,959,945 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
90,370,473 |
|
|
$ |
92,959,945 |
|
||
|
|
Net unrealized depreciation on unfunded commitments (0.0%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||||
|
|
Other Assets in Excess of Other Liabilities (11.6%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
12,217,197 |
|
|||||||
|
|
Members’ Capital (100.0%) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
105,177,142 |
|
The accompanying notes are an integral part of these financial statements.
4
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
As of December 31, 2022
SCHEDULE OF INVESTMENTS (continued)
Name of Investments |
|
Fair |
|
|
Gross |
|
|
Gross |
|
|
Realized |
|
|
Net |
|
|
Fair |
|
|
Interest/ |
|
|||||||
Animal Supply Holdings, LLC Class A Common Stock |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
ASC Acquisition Holdings, LLC Subordinated Loan - 7.00% |
|
|
3,229,645 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,229,645 |
) |
|
|
— |
|
|
|
778 |
|
ASC Acquisition Holdings, LLC Term Loan - 13.16% |
|
|
16,916,451 |
|
|
|
1,880,670 |
|
|
|
(37,384 |
) |
|
|
— |
|
|
|
(1,557,059 |
) |
|
|
17,202,678 |
|
|
|
1,907,447 |
|
School Specialty, Inc. Common Stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17,328,145 |
|
|
|
17,328,145 |
|
|
|
1,977 |
|
School Specialty, Inc. Preferred Stock A |
|
|
7,658,242 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
612,572 |
|
|
|
8,270,814 |
|
|
|
1,245 |
|
School Specialty, Inc. Preferred Stock B |
|
|
437,048 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,431,082 |
|
|
|
2,868,130 |
|
|
|
432 |
|
School Specialty, Inc. Term Loan - 12.43% |
|
|
22,500,377 |
|
|
|
29,718 |
|
|
|
(94,313 |
) |
|
|
— |
|
|
|
(30,223 |
) |
|
|
22,405,559 |
|
|
|
2,334,795 |
|
Total non-controlled affiliated investments |
|
$ |
50,741,763 |
|
|
$ |
1,910,388 |
|
|
$ |
(131,697 |
) |
|
$ |
— |
|
|
$ |
15,554,872 |
|
|
$ |
68,075,326 |
|
|
$ |
4,246,674 |
|
LIBOR - London Interbank Offered Rate, generally 1-Month or 3-Month
Geographic Breakdown of Portfolio |
|
|
|
|
United States |
|
|
100 |
% |
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $2,055,798 and $3,824,379, respectively, for the period ended December 31, 2022. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.
The accompanying notes are an integral part of these financial statements.
5
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
(Dollar amounts in thousands)
June 30, 2023
STATEMENTS OF ASSETS AND LIABILITIES
|
|
As of |
|
|
|
|
||
|
|
June 30, |
|
|
As of |
|
||
|
|
2023 |
|
|
December 31, |
|
||
|
|
(unaudited) |
|
|
2022 |
|
||
Assets |
|
|
|
|
|
|
||
Investments, at fair value |
|
|
|
|
|
|
||
Non-controlled/non-affiliated investments (amortized cost of $25,155 and |
|
$ |
24,445 |
|
|
$ |
24,885 |
|
Non-controlled affiliated investments (amortized cost of $50,042 and |
|
|
47,079 |
|
|
|
68,075 |
|
Cash and cash equivalents |
|
|
12,966 |
|
|
|
11,963 |
|
Interest receivable |
|
|
291 |
|
|
|
292 |
|
Prepaid and other assets |
|
|
— |
|
|
|
42 |
|
Total Assets |
|
$ |
84,781 |
|
|
$ |
105,257 |
|
Liabilities |
|
|
|
|
|
|
||
Sub-administrator and custody fees payable |
|
|
31 |
|
|
|
75 |
|
Audit fees payable |
|
|
8 |
|
|
|
5 |
|
Transfer agent fee payable |
|
|
5 |
|
|
|
— |
|
Total Liabilities |
|
|
44 |
|
|
|
80 |
|
Members’ Capital |
|
$ |
84,737 |
|
|
$ |
105,177 |
|
Commitments and Contingencies (Note 7) |
|
|
|
|
|
|
||
Members’ Capital |
|
|
|
|
|
|
||
Preferred members |
|
|
84,737 |
|
|
|
105,177 |
|
Members’ Capital |
|
$ |
84,737 |
|
|
$ |
105,177 |
|
|
|
|
|
|
|
|
|
Noncontrolling |
|
|
|
|
||||
|
|
|
|
|
|
|
|
interest in |
|
|
|
|
||||
Members’ Capital Represented by: |
|
Preferred |
|
|
Common |
|
|
consolidated |
|
|
Members’ |
|
||||
Net contributed capital |
|
$ |
454,279 |
|
|
$ |
1,000 |
|
|
$ |
3,507 |
|
|
$ |
458,786 |
|
Net distributed capital |
|
|
(595,679 |
) |
|
|
(1,000 |
) |
|
|
(4,235 |
) |
|
|
(600,914 |
) |
Cumulative net income, before organization costs |
|
|
226,137 |
|
|
|
704 |
|
|
|
728 |
|
|
|
227,569 |
|
Organization costs |
|
|
— |
|
|
|
(704 |
) |
|
|
— |
|
|
|
(704 |
) |
Total Members’ Capital as of June 30, 2023 (Unaudited) |
|
$ |
84,737 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
84,737 |
|
|
|
|
|
|
|
|
|
Noncontrolling |
|
|
|
|
||||
|
|
|
|
|
|
|
|
interest in |
|
|
|
|
||||
Members’ Capital Represented by: |
|
Preferred |
|
|
Common |
|
|
consolidated |
|
|
Members’ |
|
||||
Net contributed capital |
|
$ |
454,279 |
|
|
$ |
1,000 |
|
|
$ |
3,507 |
|
|
$ |
458,786 |
|
Net distributed capital |
|
|
(573,179 |
) |
|
|
(1,000 |
) |
|
|
(4,235 |
) |
|
|
(578,414 |
) |
Cumulative net income, before organization costs |
|
|
224,077 |
|
|
|
704 |
|
|
|
728 |
|
|
|
225,509 |
|
Organization costs |
|
|
— |
|
|
|
(704 |
) |
|
|
— |
|
|
|
(704 |
) |
Total Members’ Capital as of December 31, 2022 |
|
$ |
105,177 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
105,177 |
|
The accompanying notes are an integral part of these financial statements.
6
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
(Dollar amounts in thousands)
June 30, 2023
STATEMENTS OF OPERATIONS (Unaudited)
|
|
For the Six |
|
|
For the Six |
|
||
|
|
Months Ended |
|
|
Months Ended |
|
||
|
|
June 30, 2023 |
|
|
June 30, 2022 |
|
||
Investment Income: |
|
|
|
|
|
|
||
Non-controlled/non-affiliated investments: |
|
|
|
|
|
|
||
Interest income |
|
$ |
2,093 |
|
|
$ |
1,195 |
|
Interest income paid-in-kind |
|
|
40 |
|
|
|
63 |
|
Fee income |
|
|
59 |
|
|
|
— |
|
|
|
|
|
|
|
|
||
Non-controlled affiliated investments: |
|
|
|
|
|
|
||
Interest income |
|
|
1,080 |
|
|
|
1,170 |
|
Interest income paid-in-kind |
|
|
1,322 |
|
|
|
832 |
|
Dividend income |
|
|
3,914 |
|
|
|
— |
|
Fee income |
|
|
14 |
|
|
|
10 |
|
Total investment income |
|
|
8,522 |
|
|
|
3,270 |
|
|
|
|
|
|
|
|
||
Expenses: |
|
|
|
|
|
|
||
Audit fees |
|
|
45 |
|
|
|
43 |
|
Sub-administrator and custody fees |
|
|
80 |
|
|
|
38 |
|
Insurance fees |
|
|
42 |
|
|
|
52 |
|
Tax service fee |
|
|
22 |
|
|
|
25 |
|
Valuation fees |
|
|
10 |
|
|
|
10 |
|
Other |
|
|
1 |
|
|
|
1 |
|
Total expense |
|
|
200 |
|
|
|
169 |
|
Net investment income |
|
|
8,322 |
|
|
|
3,101 |
|
|
|
|
|
|
|
|
||
Net realized and unrealized gain/(loss) on investments |
|
|
|
|
|
|
||
Net change in unrealized appreciation/(depreciation): |
|
|
|
|
|
|
||
Non-controlled/non-affiliated investments |
|
|
(473 |
) |
|
|
(168 |
) |
Non-controlled affiliated investments |
|
|
(5,789 |
) |
|
|
17,163 |
|
Net realized and unrealized gain/(loss) on investments |
|
|
(6,262 |
) |
|
|
16,995 |
|
Net increase (decrease) in Members’ Capital from operations |
|
|
2,060 |
|
|
|
20,096 |
|
Net increase (decrease) in Members’ Capital from operations attributable to the Preferred |
|
|
|
|
|
|
||
Members from operations |
|
$ |
2,060 |
|
|
$ |
20,096 |
|
The accompanying notes are an integral part of these financial statements.
7
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
(Dollar amounts in thousands)
June 30, 2023
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL (Unaudited)
|
|
|
|
|
|
|
|
For the Six |
|
|||||||
|
|
|
|
|
|
|
|
Months Ended |
|
|||||||
|
|
|
|
|
|
|
|
June 30, 2023 |
|
|||||||
|
|
|
|
|
|
|
|
Noncontrolling |
|
|
|
|
||||
|
|
|
|
|
|
|
|
interest in |
|
|
|
|
||||
|
|
|
|
|
|
|
|
consolidated |
|
|
|
|
||||
|
|
Preferred |
|
|
Common |
|
|
subsidiary |
|
|
Total |
|
||||
Members’ Capital, beginning of period |
|
$ |
105,177 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
105,177 |
|
Net increase (decrease) in Members’ Capital resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income |
|
|
8,322 |
|
|
|
— |
|
|
|
— |
|
|
|
8,322 |
|
Net change in unrealized appreciation/(depreciation) on investments |
|
|
(6,262 |
) |
|
|
— |
|
|
|
— |
|
|
|
(6,262 |
) |
Net decrease in Members’ Capital resulting from capital activity: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributions to Members |
|
|
(22,500 |
) |
|
|
— |
|
|
|
— |
|
|
|
(22,500 |
) |
Total decrease in Members’ Capital |
|
|
(20,440 |
) |
|
|
— |
|
|
|
— |
|
|
|
(20,440 |
) |
Members’ Capital, end of period |
|
$ |
84,737 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
84,737 |
|
|
|
|
|
|
|
|
|
For the Six |
|
|||||||
|
|
|
|
|
|
|
|
Months Ended |
|
|||||||
|
|
|
|
|
|
|
|
June 30, 2022 |
|
|||||||
|
|
|
|
|
|
|
|
Noncontrolling |
|
|
|
|
||||
|
|
|
|
|
|
|
|
interest in |
|
|
|
|
||||
|
|
|
|
|
|
|
|
consolidated |
|
|
|
|
||||
|
|
Preferred |
|
|
Common |
|
|
subsidiary |
|
|
Total |
|
||||
Members’ Capital, beginning of period |
|
$ |
110,418 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
110,418 |
|
Net increase (decrease) in Members’ Capital resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income |
|
|
3,101 |
|
|
|
— |
|
|
|
— |
|
|
|
3,101 |
|
Net change in unrealized appreciation/(depreciation) on investments |
|
|
16,995 |
|
|
|
— |
|
|
|
— |
|
|
|
16,995 |
|
Net decrease in Members’ Capital resulting from capital activity: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributions to Members |
|
|
(19,200 |
) |
|
|
— |
|
|
|
— |
|
|
|
(19,200 |
) |
Total increase in Members’ Capital |
|
|
896 |
|
|
|
— |
|
|
|
— |
|
|
|
896 |
|
Members’ Capital, end of period |
|
$ |
111,314 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
111,314 |
|
The accompanying notes are an integral part of these financial statements.
8
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
(Dollar amounts in thousands)
June 30, 2023
STATEMENTS OF CASH FLOWS (Unaudited)
|
|
For the Six |
|
|
For the Six |
|
||
|
|
Months Ended |
|
|
Months Ended |
|
||
|
|
June 30, 2023 |
|
|
June 30, 2022 |
|
||
Cash Flows from Operating Activities |
|
|
|
|
|
|
||
Net increase (decrease) in members’ capital resulting from operations |
|
$ |
2,060 |
|
|
$ |
20,096 |
|
Adjustments to reconcile the net increase (decrease) in members’ capital resulting from operations |
|
|
|
|
|
|
||
Proceeds from sales and paydowns of investments |
|
|
16,619 |
|
|
|
894 |
|
Net change in unrealized (appreciation)/depreciation on investments |
|
|
6,262 |
|
|
|
(16,995 |
) |
Interest paid-in-kind |
|
|
(1,362 |
) |
|
|
(895 |
) |
Accretion of discount |
|
|
(83 |
) |
|
|
(40 |
) |
Increase (decrease) in operating assets and liabilities: |
|
|
|
|
|
|
||
(Increase) decrease in interest receivable |
|
|
1 |
|
|
|
(17 |
) |
(Increase) decrease in prepaid and other assets |
|
|
42 |
|
|
|
92 |
|
Increase (decrease) in sub-administrator and custody fees payable |
|
|
(44 |
) |
|
|
(1 |
) |
Increase (decrease) in audit fees payable |
|
|
3 |
|
|
|
4 |
|
Increase (decrease) in transfer agent fees payable |
|
|
5 |
|
|
|
— |
|
Net cash provided by operating activities |
|
|
23,503 |
|
|
|
3,138 |
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
||
Distributions to Members |
|
|
(22,500 |
) |
|
|
(19,200 |
) |
Net cash used in financing activities |
|
|
(22,500 |
) |
|
|
(19,200 |
) |
Net increase (decrease) in cash |
|
|
1,003 |
|
|
|
(16,062 |
) |
Cash and cash equivalents, beginning of period |
|
|
11,963 |
|
|
|
30,554 |
|
Cash and cash equivalents, end of period |
|
$ |
12,966 |
|
|
$ |
14,492 |
|
The accompanying notes are an integral part of these financial statements.
9
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
June 30, 2023
NOTES TO FINANCIAL STATEMENTS (Unaudited)
Investment Objective: TCW Direct Lending Strategic Ventures LLC (the “Fund”) is a closed-end investment company formed as a Delaware limited liability company for the purpose of investing in corporate senior secured middle-market floating rate loans. Investments may include other loans and securities received as a result of the restructuring, workout or bankruptcy of an existing loan.
Limited Liability Company Agreement: The Amended and Restated Limited Liability Company agreement (the “Agreement”), dated June 5, 2015, was entered into by and among TCW Direct Lending LLC, an affiliated fund (also known as the “BDC”) and two third-party members (the “Third-Party Members”). The BDC and each Third-Party Member own a Preferred Membership Interest (collectively the “Preferred Members”) and a Common Membership Interest (collectively the “Common Members”) (together, the “Members”). The BDC owns 80% of the Preferred and Common Membership Interests and the Third-Party Members own the remaining 20% of Preferred and Common Membership Interests. The initial closing date of the Fund was June 5, 2015 (“Initial Closing Date”).
The Agreement amends and restates the original agreement, dated May 26, 2015 that the BDC entered into as the sole member of the Fund.
Term: The Fund will continue until the sixth anniversary of the Initial Closing Date unless dissolved earlier or extended for two additional one-year periods by the BDC, in its sole discretion upon notice to the Management Committee. Thereafter, the term of the Fund may be extended by the BDC for additional one-year periods, in each case with the prior consent of the Management Committee. On February 25, 2021, the Management Committee approved a one year extension of the term of the Fund to June 5, 2022. On February 1, 2022, the Management Committee approved a one year extension of the term of the Fund to June 5, 2023. On April 17, 2023, the Management Committee approved a one year extension of the term of the Fund to June 5, 2024.
Commitment Period: The Commitment Period commenced on June 5, 2015, the Initial Closing Date, and ended June 5, 2019, the third anniversary of the Initial Closing Date. In accordance with the Fund’s Limited Liability Company Agreement, the Fund may complete investment transactions that were significantly in process as of the end of the Commitment Period and which the Fund reasonably expects to be consummated prior to 90 days subsequent to the expiration date of the Commitment Period. The Fund may also affect follow-on investments in existing portfolio companies.
Management Committee: Pursuant to the Agreement, the Management Committee of the Fund has exclusive responsibility for the management, policies and control of the Fund. The BDC and one of the two Third-Party Members, collectively, each appointed one voting member of the Management Committee. The Management Committee can act on behalf and in the name of the Fund to implement the objectives of the Fund and exercise any rights and powers the Fund may possess. The Management Committee will authorize portfolio investment activity, transactions between the Fund and the BDC, and other Members and borrowings of the Fund.
Administration Agreement: The Fund entered into an Administration Agreement with TCW Asset Management Company LLC (“TAMCO”), dated June 5, 2015 to furnish, or arrange for others to furnish, administrative services necessary for the operation of the Fund. In connection therein, TAMCO, as Administrator retained the services of State Street Bank and Trust Company (“State Street”) to assist in providing certain administrative, accounting, operational, investor and financial reporting services for the Fund. On June 13, 2022, the Fund approved the insourcing of administration services previously outsourced by TAMCO to State Street. In connection with TAMCO’s insourcing of administration services, TAMCO terminated its agreement with State Street.
Custody Services Agreement: The Fund entered into a Custody Services Agreement dated June 3, 2015 with State Street to provide custodian services for the Fund. On June 13, 2022, the Fund approved the termination of the Custody Services Agreement effective July 29, 2022. On July 13, 2022, the Fund entered into a Custody Services Agreement with U.S. National Bank Association to provide custodian services for the Fund.
10
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
June 30, 2023
NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)
Capital Commitments: Commitments from the Preferred Members and Preferred Members as Common Members are as follows. The commitment amount funded does not include amounts contributed in anticipation of a potential investment that the Fund did not consummate and therefore returned to the Members as unused capital. As of June 30, 2023, aggregate commitments and commitments funded were as follows:
|
|
Committed |
|
|
Commitments |
|
|
Percentage |
|
|||
Preferred Membership Interests |
|
$ |
600,000,000 |
|
|
$ |
454,279,088 |
|
|
|
75.7 |
% |
Common Membership Interests |
|
|
2,000,000 |
|
|
|
1,000,000 |
|
|
|
50.0 |
% |
Total |
|
$ |
602,000,000 |
|
|
$ |
455,279,088 |
|
|
|
|
Recallable Amounts: Each Preferred Member may be required to re-contribute amounts previously distributed equal to 100% of distributions of proceeds during the Commitment Period representing a return of capital contributions made in respect of the Preferred Membership Interest. The recallable amounts as of June 30, 2023 were as follows:
|
|
Recallable |
|
|
Recallable |
|
Percentage |
|
Preferred Membership Interests |
|
$ |
127,837,000 |
|
|
none |
|
n/a |
The Fund is an investment company following the accounting and reporting guidance in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) No. 946 Financial Services – Investment Companies.
Basis of Presentation: The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for investment companies.
Use of Estimates: The preparation of the accompanying financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting year. Actual results could differ from those estimates.
Investments: The Fund records investment transactions on the trade date. The Fund considers 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 Fund receives legal or contractual title to the asset and bears the risk of loss.
Income Recognition: Interest, interest paid-in-kind and unused commitment fee income are 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. Amendment, consent, waiver and forbearance fees received in exchange for a concession that result in a change in yield are recognized immediately when earned as interest income. The Fund 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, as reported in the Statement of Operations, and reflected in the amortized cost basis of the investment. Discounts associated with a revolver as well as fees associated with a delayed draw that remains unfunded are treated as a discount to the issuers’ term loan. Fee income received from the Adviser that the Adviser received from a portfolio company for services rendered, are recognized immediately as income.
Cash and Cash Equivalents: The Fund considers cash equivalents to be liquid investments, including money market funds or individual securities purchased with an original maturity of three months or less. Cash and cash equivalents held by the Fund are generally comprised of money market funds and demand deposits, valued at cost, which approximates fair value.
Income Taxes: The Fund is exempt from federal and state income taxes and, consequently, no income tax provision has been made in the accompanying financial statements.
11
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
June 30, 2023
NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)
The Fund has invested in numerous jurisdictions and is therefore subject to varying policies and statutory time limitations with respect to examination of tax positions. The Fund reviews and evaluates tax positions in its major jurisdictions and determines whether or not there are uncertain tax positions that require financial statement recognition.
The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. As of and during the periods ended June 30, 2023 and 2022, the Fund did not have a liability for any unrecognized tax benefits, nor did it recognize any interest and penalties related to unrecognized tax benefits.
The Fund is subject to examination by U.S. federal tax authorities for returns filed for the prior three years and by state tax authorities for returns filed for the prior four years.
The Fund's investment in School Specialty, Inc.'s common stock is held through TCW DL SSP LLC, an unconsolidated special purpose vehicle. The fair value of such equity investment as of June 30, 2023 is net of a $6,104,105 deferred tax liability recorded by TCW DL SSP LLC. TCW DL SSP LLC accounts for income taxes under the liability method prescribed by FASB ASC 740, Accounting for Income Taxes ("ASC 740"). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to the temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis.
Recent Accounting Pronouncements: In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and interim periods within that fiscal year, with early adoption permitted. Management is currently evaluating the impact of the adoption of ASU 2022-03 on the Fund's financial statements.
Subsequent Events: The Management Committee evaluated the activity of the Fund through August 10, 2023, the date that the financial statements are available to be issued, and have concluded that no other subsequent events have occurred that would require recognition or disclosure.
Investments at Fair Value: Investments held by the Fund for which market quotes are readily available are valued at fair value. Fair value is generally determined on the basis of last reported sales price or official closing price on the primary exchange in which each security trades, or if no sales are reported, based on the midpoint of the valuation range obtained for debt investments from a quotation reporting system, established market makers or pricing service. Investments held by the Fund for which market quotes are not readily available or market quotations are not considered reliable are valued at fair value by the Management Committee 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 Fund based on valuation inputs used to determine fair value into three levels.
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 Fund’s 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 these securities.
12
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
June 30, 2023
NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)
The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Schedule of Investments as of June 30, 2023.
Investments |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Debt |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
45,259,452 |
|
|
$ |
45,259,452 |
|
Equity |
|
|
— |
|
|
|
— |
|
|
|
26,264,610 |
|
|
|
26,264,610 |
|
Cash equivalents |
|
|
12,965,664 |
|
|
|
— |
|
|
|
— |
|
|
|
12,965,664 |
|
Total Assets |
|
$ |
12,965,664 |
|
|
$ |
— |
|
|
$ |
71,524,062 |
|
|
$ |
84,489,726 |
|
The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Schedule of Investments as of December 31, 2022.
Investments |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Debt |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
64,492,856 |
|
|
$ |
64,492,856 |
|
Equity |
|
|
— |
|
|
|
— |
|
|
|
28,467,089 |
|
|
|
28,467,089 |
|
Total Assets |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
92,959,945 |
|
|
$ |
92,959,945 |
|
The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the period ended June 30, 2023:
|
|
Debt |
|
|
Equity |
|
||
Balance at December 31, 2022 |
|
$ |
64,492,856 |
|
|
$ |
28,467,089 |
|
Accreted Discounts |
|
|
83,297 |
|
|
|
— |
|
Purchases1 |
|
|
1,362,299 |
|
|
|
— |
|
Sales and paydowns |
|
|
(16,618,651 |
) |
|
|
— |
|
Change in unrealized appreciation/(depreciation) |
|
|
(4,060,349 |
) |
|
|
(2,202,479 |
) |
Balance at June 30, 2023 |
|
$ |
45,259,452 |
|
|
$ |
26,264,610 |
|
Change in unrealized appreciation/(depreciation) |
|
$ |
(4,060,349 |
) |
|
$ |
(2,202,479 |
) |
1 Purchases of Debt include payment in-kind (PIK) interest of $1,362,299.
During the period ended June 30, 2023, the Fund did not have any transfers between levels.
The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the period ended June 30, 2022:
|
|
Debt |
|
|
Equity |
|
||
Balance at December 31, 2021 |
|
$ |
71,475,125 |
|
|
$ |
8,095,290 |
|
Accreted Discounts |
|
|
39,766 |
|
|
|
— |
|
Purchases1 |
|
|
894,595 |
|
|
|
— |
|
Sales and paydowns |
|
|
(894,264 |
) |
|
|
— |
|
Change in unrealized appreciation/(depreciation) |
|
|
(2,353,089 |
) |
|
|
19,348,445 |
|
Balance at June 30, 2022 |
|
$ |
69,162,133 |
|
|
$ |
27,443,735 |
|
Change in unrealized appreciation/(depreciation) |
|
$ |
(2,353,089 |
) |
|
$ |
19,348,445 |
|
1 Purchases of Debt include payment in-kind (PIK) $894,595.
During the period ended June 30, 2022, the Fund did not have any transfers between levels.
13
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
June 30, 2023
NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)
Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine fair value of investments in private debt 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; contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used, 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.
The following table summarizes by major security type the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of June 30, 2023.
Investment |
|
Fair Value at |
|
|
Valuation |
|
Unobservable |
|
Range |
|
Weighted Average |
|
Impact to Valuation |
|
Debt |
|
$ |
24,445,375 |
|
|
Income Method |
|
Discount Rate |
|
16.0% to 18.7% |
|
17.4% |
|
Decrease |
Debt |
|
|
15,001,403 |
|
|
Market Method |
|
Revenue Multiple |
|
0.1x to 0.2x |
|
N/A |
|
Increase |
Debt |
|
|
5,812,674 |
|
|
Market Method |
|
EBITDA Multiple |
|
6.5x to 7.5x |
|
N/A |
|
Increase |
Total Debt |
|
|
45,259,452 |
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
— |
|
|
Market Method |
|
Revenue Multiple |
|
0.1x to 0.2x |
|
N/A |
|
Increase |
Equity |
|
|
26,264,610 |
|
|
Market Method |
|
EBITDA Multiple |
|
6.5x to 7.5x |
|
N/A |
|
Increase |
Total Equity |
|
|
26,264,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment |
|
$ |
71,524,062 |
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes by major security type the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of December 31, 2022.
Investment |
|
Fair Value at |
|
|
Valuation |
|
Unobservable Input |
|
Range |
|
Weighted Average |
|
Impact to Valuation |
|
Debt |
|
$ |
24,884,619 |
|
|
Income Method |
|
Discount Rate |
|
14.6% to 17.6% |
|
16.1% |
|
Decrease |
Debt |
|
|
17,202,678 |
|
|
Market Method |
|
Revenue Multiple |
|
0.1x to 0.2x |
|
N/A |
|
Increase |
Debt |
|
|
22,405,559 |
|
|
Market Method |
|
EBITDA Multiple |
|
7.0x to 8.0x |
|
N/A |
|
Increase |
|
|
|
|
|
|
|
Revenue Multiple |
|
0.3x to 0.4x |
|
N/A |
|
Increase |
|
Total Debt |
|
|
64,492,856 |
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
— |
|
|
Market Method |
|
Revenue Multiple |
|
0.1x to 0.2x |
|
N/A |
|
Increase |
Equity |
|
|
28,467,089 |
|
|
Market Method |
|
EBITDA Multiple |
|
7.0x to 8.0x |
|
N/A |
|
Increase |
|
|
|
|
|
|
|
Revenue Multiple |
|
0.3x to 0.4x |
|
N/A |
|
Increase |
|
Total Equity |
|
|
28,467,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment |
|
$ |
92,959,945 |
|
|
|
|
|
|
|
|
|
|
|
14
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
June 30, 2023
NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)
Allocation of profit and loss: Income, expenses, gains and losses of the Fund are allocated among the Members in such a manner that, at the end of each period, each Member’s capital account is equal to the respective net amount, positive or negative, which would be distributed to such Member if the Fund were to liquidate the assets of the Fund for an amount equal to book value and distribute the proceeds in a manner consistent with the distribution priorities described in the Agreement.
Distribution: Interest, dividends, and other cash flow received by the Fund in respect of Portfolio Investments (“Interest Amounts”) and proceeds attributable to the repayment or disposition of Portfolio Investments (“Proceeds”) received by the Fund are distributed by the Fund to the Members to the extent that such Interest Amounts and Proceeds are available to the Fund after the application of the priority of payments stipulated in the Credit Agreement and after taking into account reserves and working capital needs.
Interest Amounts available to the Fund for distribution to the Members will be distributed in the following order and priorities:
First, one-hundred percent (100%) to the Preferred Members in an amount equal to any declared and unpaid dividends on Preferred Membership Interests, which amounts shall be distributed pro rata among the Preferred Members in accordance with their respective entitlements to such dividends.
Second, one-hundred percent (100%) to the payment of Fund expenses; and
Thereafter, one-hundred percent (100%) to the Common Members, which amounts shall be distributed among the Common Members pro rata based on their respective Unreturned Contributions or, if the Unreturned Contributions of the Common Members equal zero, pro rata based on the respective Commitments of such Common Members in their capacities as Preferred Members with respect to Preferred Membership Interest.
Proceeds available to the Fund for distribution to the Members will be distributed in the following order and priorities:
First, one-hundred percent (100%) to the Preferred Members in an amount equal to any declared and unpaid dividends on Preferred Membership Interests, which amounts shall be distributed pro rata among the Preferred Members in accordance with their respective entitlements to such dividends,
Second, one-hundred percent (100%) to the Preferred Members pro rata based on, and up to the amount of, their respective Unreturned Contributions; and
Thereafter, one-hundred percent (100%) to the Common Members, which amounts shall be distributed among the Common Members pro rata based on their respective Unreturned Contributions or, if the Unreturned Contributions of the Common Members equal zero, pro rata based on the respective Commitments of such Common Members in their capacities as Preferred Members with respect to Preferred Membership Interests.
Preferred Member Dividends: Each Preferred Membership Interest is entitled to quarterly dividends at a rate equal to LIBOR plus 6.50% per annum (subject to a LIBOR floor of 1.5% per annum) of the Unreturned Contributions associated with their Preferred Membership Interest. Dividends are cumulative and paid when declared by the Management Committee.
Unreturned Contributions: With respect to any Member in respect of each class such Member holds, an amount equal to the excess, if any, of (a) the aggregate contributions of such Member over (b) the aggregate amount distributed to such Member from Proceeds (other than amounts paid in respect of dividends to such Member).
15
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
June 30, 2023
NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)
The Fund is responsible for all costs and expenses which include organizational expenses, operating expenses; investigative, travel, legal and other transactional expenses incurred with respect to the acquisition, formation, holding and disposition of the Fund’s Portfolio Investments or incurred in connection with Portfolio Investments or transactions not consummated; costs and expenses relating to the liquidation of the Fund; taxes, or extraordinary expenses (such as litigation expenses and indemnification payments to either the Management Committee or the Administrative Agent); valuation-related costs and expenses; and all other costs and expenses of the Fund’s operations, administration and transactions.
Organizational Expenses: Organization expenses will be paid from capital contributions called from the holders of Common Membership Interests. As of June 30, 2023 and December 31, 2022, organization expenses paid inception-to-date total $704,290.
Portfolio Investment Expenses: Expenses related to Portfolio Investments will be paid from capital contributions called from Preferred Membership Interests.
Fund Expenses: Other Fund expenses including those related to unconsummated investments will be paid first from Interest Amounts as provided for in the above Distribution footnote. To the extent that such Interest Amounts are insufficient or unavailable to pay expenses when due, such expenses will be paid from capital contributions called from the holders of Common Membership Interests provided that the aggregate amount called for Fund expenses (including organizational expenses) does not exceed $2 million. To the extent that the foregoing sources of payment are insufficient or unavailable to pay when due, such expenses will be paid from capital contributions called from the Preferred Members.
Any (i) transaction, advisory, consulting, management, monitoring, directors’ or similar fees, (ii) closing, investment banking, finders’, transaction or similar fees, (iii) commitment, breakup or topping fees or litigation proceeds and (iv) other fee or payment of services performed or to be performed with respect to an investment or proposed investment received from or with respect to Portfolio Companies or prospective Portfolio Companies in connection with the Fund’s activities will be allocated pro rata among the Fund and any other funds or accounts advised by the Adviser participating in such investment and the Fund’s share will be the property of the Fund. Notwithstanding the foregoing, for administrative or other reasons, certain fees described in clauses (i) through (iv) above (including any fees for administrative agent services provided by the Adviser or an affiliate with respect to a particular loan or portfolio of loans made by the Fund) may be paid to the Adviser or the affiliate (rather than directly to the Fund), in which case the amount of such fees (net of any related expenses associated with the generation of such fees borne by the Adviser or such affiliate that have not been and will not be reimbursed by the Portfolio Company) shall be paid to the Fund.
Since inception of the Fund through June 30, 2023 and December 31, 2022, the Adviser was paid directly $1,755,411 and $1,741,881, respectively, of which $13,530 and $25,366 were paid during the period ended June 30, 2023 and the year ended December 31, 2022, respectively. Since inception of the Fund through June 30, 2023 and December 31, 2022, the Fund has recognized $1,755,411 and $1,741,881, respectively, of these fees.
16
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
June 30, 2023
NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)
The Fund had the following unfunded commitments and unrealized depreciation by investment as of June 30, 2023 and December 31, 2022:
|
|
|
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||||||||||
Unfunded Commitments |
|
Maturity/ |
|
Amount |
|
|
Unrealized |
|
|
Amount |
|
|
Unrealized |
|
||||
Retail & Animal Intermediate, LLC |
|
November 2025 |
|
$ |
3,787,500 |
|
|
$ |
— |
|
|
$ |
3,787,500 |
|
|
$ |
— |
|
Total |
|
|
|
$ |
3,787,500 |
|
|
$ |
— |
|
|
$ |
3,787,500 |
|
|
$ |
— |
|
In the normal course of business, the Fund enters into contracts which provide a variety of representations and warranties, and general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Fund under these arrangements is unknown as it would involve future claims that may be made against the Fund; however, based on the Fund’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Fund has not accrued any liability in connection with such indemnifications.
The following summarizes the Fund’s financial highlights for the period ended June 30, 2023 and 2022:
|
|
Six Months Ended |
|
|
Six Months Ended |
|
||
|
|
Members |
|
|
Members |
|
||
As a percentage of average members’ capital |
|
|
|
|
|
|
||
Net investment income ratio (annualized) 1 |
|
|
12.70 |
% |
|
|
6.22 |
% |
Expense ratios (annualized) 1 |
|
|
|
|
|
|
||
Operating expenses |
|
|
0.41 |
% |
|
|
0.34 |
% |
Total expense ratio |
|
|
0.41 |
% |
|
|
0.34 |
% |
1 The net investment income and expense ratio are calculated for the Members taken as a whole.
The Internal Rates of Return (IRR) since inception of the Members, after financing costs and other operating expenses are 12.3% and 12.6% through June 30, 2023 and 2022, respectively.
The IRR is computed based on cash flow due dates contained in notices to Members (contributions from and distributions to the Members) and the net assets (residual value) of the Members’ capital account at period end and is calculated for the Members taken as a whole.
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 return may vary significantly upon realization.
17
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
ADMINISTRATION
ADMINISTRATOR
TCW Asset Management Company
1251 Avenue of the Americas, Suite 4700
New York, NY 10020
(212) 771-4000
PORTFOLIO MANAGER
Richard T. Miller
Group Managing Director
INDEPENDENT AUDITORS
Deloitte & Touche LLP
555 West 5th Street
Los Angeles, CA 90013
CUSTODIAN
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
SUB-ADMINISTRATOR
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
18
Consolidated Schedule of Investments (Parenthetical) - USD ($) |
6 Months Ended | 12 Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 |
Dec. 31, 2022 |
|||||||||||||||
% of Net Assets | 100.00% | 100.00% | ||||||||||||||
Percentage of net unrealized depreciation on unfunded commitments | 0.00% | 0.00% | ||||||||||||||
Percentage of liabilities in excess of other assets | (141.40%) | (159.60%) | ||||||||||||||
Percentage of minimum qualifying assets | 70.00% | 70.00% | ||||||||||||||
Non-qualifying assets | $ 67,789,210 | $ 84,141,713 | ||||||||||||||
Percentage of non-qualifying assets | 7.10% | 8.20% | ||||||||||||||
Aggregate fair value on restricted securities | $ 80,185,540 | $ 79,525,929 | ||||||||||||||
Percentage of restricted securities on net assets | 8.50% | 7.80% | ||||||||||||||
Other Than Government Securities | ||||||||||||||||
Aggregate acquisitions of investments | $ 12,912,201 | $ 33,038,685 | ||||||||||||||
Aggregate dispositions of investments | $ 45,671,681 | $ 26,229,218 | ||||||||||||||
United States | ||||||||||||||||
Percentage of portfolio breakdown on investment | 100.00% | 100.00% | ||||||||||||||
U.S. Treasury Bill | ||||||||||||||||
Percentage of yield on investment | 5.05% | 4.53% | ||||||||||||||
Investments | ||||||||||||||||
% of Net Assets | 241.40% | 259.60% | ||||||||||||||
Non-Controlled Affiliated Investments | ||||||||||||||||
Fair Value | $ 25,229,206 | $ 29,303,128 | ||||||||||||||
Gross Addition | 1,740,352 | [1] | 2,589,137 | [2] | ||||||||||||
Gross Reduction | 0 | [3] | (563,626) | [4] | ||||||||||||
Realized Gains (Losses) | (2,044,271) | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (5,195,719) | 6,099,433 | ||||||||||||||
Fair Value | 19,729,568 | 25,229,206 | ||||||||||||||
Interest/Dividend/ Other income | $ 1,743,863 | $ 2,509,855 | ||||||||||||||
Non-Controlled Affiliated Investments | Minimum | ||||||||||||||||
Percentage of voting interests on investment securities owned | 5.00% | 5.00% | ||||||||||||||
Non-Controlled Affiliated Investments | Maximum | ||||||||||||||||
Percentage of voting interests on investment securities owned | 25.00% | 25.00% | ||||||||||||||
Controlled Affiliated Investments | ||||||||||||||||
Fair Value | $ 322,860,565 | $ 334,558,602 | ||||||||||||||
Gross Addition | 11,060,472 | [5] | 13,564,058 | [2] | ||||||||||||
Gross Reduction | (45,480,401) | [6] | (19,177,676) | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (9,723,818) | (6,084,419) | ||||||||||||||
Fair Value | 278,716,818 | 322,860,565 | ||||||||||||||
Interest/Dividend/ Other income | $ 15,015,036 | $ 18,898,156 | ||||||||||||||
Controlled Affiliated Investments | Minimum | ||||||||||||||||
Percentage of voting interests on investment securities owned | 25.00% | 25.00% | ||||||||||||||
First American Government Obligation Fund | Cash Equivalents | ||||||||||||||||
Percentage of yield on investment | 5.10% | 4.06% | ||||||||||||||
Animal Supply Company, LLC | Non-Controlled Affiliated Investments | Class A Common | ||||||||||||||||
Fair Value | $ 22,624,644 | $ 22,248,202 | ||||||||||||||
Gross Addition | [2] | 2,473,422 | ||||||||||||||
Gross Reduction | [4] | (49,166) | ||||||||||||||
Realized Gains (Losses) | 0 | |||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (2,047,814) | |||||||||||||||
Fair Value | 22,624,644 | |||||||||||||||
Interest/Dividend/ Other income | 2,508,518 | |||||||||||||||
Animal Supply Company, LLC | Non-Controlled Affiliated Investments | Term Loan | ||||||||||||||||
Fair Value | 22,624,644 | |||||||||||||||
Gross Addition | [1] | 1,739,280 | ||||||||||||||
Gross Reduction | [3] | 0 | ||||||||||||||
Realized Gains (Losses) | 0 | |||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (4,634,356) | |||||||||||||||
Fair Value | 19,729,568 | 22,624,644 | ||||||||||||||
Interest/Dividend/ Other income | $ 1,743,863 | |||||||||||||||
Investment interest rate | 9.50% | |||||||||||||||
Retail & Animal Supply Holdings LLC | Non-Controlled Affiliated Investments | Class A Common | ||||||||||||||||
Fair Value | $ 0 | 0 | ||||||||||||||
Gross Addition | 0 | 0 | ||||||||||||||
Gross Reduction | 0 | 0 | ||||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | 0 | ||||||||||||||
Fair Value | 0 | 0 | ||||||||||||||
Interest/Dividend/ Other income | 0 | 0 | ||||||||||||||
Cedar Electronics Holdings, Corp. | Controlled Affiliated Investments | Incremental Term Loan - 15.00% | ||||||||||||||||
Fair Value | 4,316,274 | 3,710,871 | ||||||||||||||
Gross Addition | 337,825 | [5] | 605,403 | [2] | ||||||||||||
Gross Reduction | 0 | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | 0 | ||||||||||||||
Fair Value | 4,654,099 | 4,316,274 | ||||||||||||||
Interest/Dividend/ Other income | $ 340,249 | $ 613,223 | ||||||||||||||
Investment interest rate | 15.00% | 15.00% | ||||||||||||||
Cedar Electronics Holdings, Corp. | Controlled Affiliated Investments | Term Loan - 9.50% | ||||||||||||||||
Fair Value | $ 15,126,452 | $ 15,126,452 | ||||||||||||||
Gross Addition | 252 | [5] | 696 | [2] | ||||||||||||
Gross Reduction | (1,107,870) | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (382) | (696) | ||||||||||||||
Fair Value | 14,018,452 | 15,126,452 | ||||||||||||||
Interest/Dividend/ Other income | $ 1,063,995 | $ 1,806,572 | ||||||||||||||
Investment interest rate | 9.50% | 9.50% | ||||||||||||||
Guardia LLC (fka Carrier & Technology, LLC) | Non-Controlled Affiliated Investments | Revolver | ||||||||||||||||
Fair Value | $ 2,604,562 | $ 2,807,357 | ||||||||||||||
Gross Addition | 1,072 | [1] | 0 | [2] | ||||||||||||
Gross Reduction | 0 | [3] | (514,460) | [4] | ||||||||||||
Realized Gains (Losses) | (1,928,556) | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (677,078) | 311,665 | ||||||||||||||
Fair Value | 0 | 2,604,562 | ||||||||||||||
Interest/Dividend/ Other income | $ 0 | $ 0 | ||||||||||||||
Investment interest rate | 8.75% | 8.75% | ||||||||||||||
PNI Litigation Trust (Guardia, LLC) | Non-Controlled Affiliated Investments | Preferred Equity | ||||||||||||||||
Fair Value | $ 0 | |||||||||||||||
Gross Addition | [1] | 0 | ||||||||||||||
Gross Reduction | [3] | 0 | ||||||||||||||
Realized Gains (Losses) | (115,715) | |||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 115,715 | |||||||||||||||
Fair Value | 0 | $ 0 | ||||||||||||||
Interest/Dividend/ Other income | 0 | |||||||||||||||
Guardia LLC | Non-Controlled Affiliated Investments | Preferred Equity | ||||||||||||||||
Fair Value | 0 | 0 | ||||||||||||||
Gross Addition | [2] | 115,715 | ||||||||||||||
Gross Reduction | [4] | 0 | ||||||||||||||
Realized Gains (Losses) | 0 | |||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (115,715) | |||||||||||||||
Fair Value | 0 | |||||||||||||||
Interest/Dividend/ Other income | 0 | |||||||||||||||
Retail & Animal Intermediate, LLC | Non-Controlled Affiliated Investments | Subordinated Loan | ||||||||||||||||
Fair Value | 0 | 4,247,569 | ||||||||||||||
Gross Addition | 0 | [1] | 0 | [2] | ||||||||||||
Gross Reduction | 0 | [3] | 0 | [2] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | (4,247,569) | ||||||||||||||
Fair Value | 0 | 0 | ||||||||||||||
Interest/Dividend/ Other income | $ 0 | $ (1,338) | ||||||||||||||
Investment interest rate | 7.00% | 7.00% | ||||||||||||||
Cedar Ultimate Parent, LLC | Controlled Affiliated Investments | Class A Preferred Units | ||||||||||||||||
Fair Value | $ 11,753,031 | $ 16,255,955 | ||||||||||||||
Gross Addition | 0 | [5] | 0 | [2] | ||||||||||||
Gross Reduction | 0 | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (4,801,482) | (4,502,924) | ||||||||||||||
Fair Value | 16,554,513 | 11,753,031 | ||||||||||||||
Interest/Dividend/ Other income | 0 | 0 | ||||||||||||||
Cedar Ultimate Parent, LLC | Controlled Affiliated Investments | Class D Preferred Units | ||||||||||||||||
Fair Value | 0 | 2,262,000 | ||||||||||||||
Gross Addition | 0 | [5] | 0 | [2] | ||||||||||||
Gross Reduction | 0 | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | (2,262,000) | ||||||||||||||
Fair Value | 0 | 0 | ||||||||||||||
Interest/Dividend/ Other income | 0 | 0 | ||||||||||||||
Cedar Ultimate Parent, LLC | Controlled Affiliated Investments | Class E Preferred Units | ||||||||||||||||
Fair Value | 0 | 0 | ||||||||||||||
Gross Addition | 0 | [5] | 0 | [2] | ||||||||||||
Gross Reduction | 0 | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | 0 | ||||||||||||||
Fair Value | 0 | 0 | ||||||||||||||
Interest/Dividend/ Other income | 0 | 0 | ||||||||||||||
Pace Industries, Inc. | Controlled Affiliated Investments | Common Stock | ||||||||||||||||
Fair Value | 0 | 0 | ||||||||||||||
Gross Addition | 0 | [5] | 0 | [2] | ||||||||||||
Gross Reduction | 0 | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | 0 | ||||||||||||||
Fair Value | 0 | 0 | ||||||||||||||
Interest/Dividend/ Other income | 0 | 0 | ||||||||||||||
Pace Industries, Inc. | Controlled Affiliated Investments | Term Loan - 3.50% | ||||||||||||||||
Fair Value | 31,455,178 | 73,617,540 | ||||||||||||||
Gross Addition | 0 | [5] | 0 | [2] | ||||||||||||
Gross Reduction | 0 | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (13,281,666) | (42,162,362) | ||||||||||||||
Fair Value | 18,173,512 | 31,455,178 | ||||||||||||||
Interest/Dividend/ Other income | $ 13,887 | $ 55,064 | ||||||||||||||
Investment interest rate | 3.50% | 3.50% | ||||||||||||||
Pace Industries, Inc. | Controlled Affiliated Investments | Term Loan - 9.75% | ||||||||||||||||
Fair Value | $ 57,579,326 | $ 53,963,182 | ||||||||||||||
Gross Addition | 3,879,826 | [5] | 3,624,893 | [2] | ||||||||||||
Gross Reduction | 0 | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (4,339) | (8,749) | ||||||||||||||
Fair Value | 61,454,813 | 57,579,326 | ||||||||||||||
Interest/Dividend/ Other income | $ 3,968,779 | $ 5,867,755 | ||||||||||||||
Investment interest rate | 9.75% | 9.75% | ||||||||||||||
Pace Industries, LLC | Controlled Affiliated Investments | Revolver | ||||||||||||||||
Fair Value | $ 8,616,757 | |||||||||||||||
Gross Addition | [2] | $ 8,616,757 | ||||||||||||||
Gross Reduction | [4] | 0 | ||||||||||||||
Realized Gains (Losses) | 0 | |||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | |||||||||||||||
Fair Value | 8,616,757 | |||||||||||||||
Interest/Dividend/ Other income | 38,972 | |||||||||||||||
Pace Industries, LLC | Controlled Affiliated Investments | Revolver Opco | ||||||||||||||||
Fair Value | 8,616,757 | |||||||||||||||
Gross Addition | [5] | 4,847,937 | ||||||||||||||
Gross Reduction | [6] | 0 | ||||||||||||||
Realized Gains (Losses) | 0 | |||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | |||||||||||||||
Fair Value | 13,464,694 | 8,616,757 | ||||||||||||||
Interest/Dividend/ Other income | 814,314 | |||||||||||||||
RT Holdings Parent, LLC | Controlled Affiliated Investments | Class A Units | ||||||||||||||||
Fair Value | 19,103,720 | 20,859,289 | ||||||||||||||
Gross Addition | 0 | [5] | 0 | [2] | ||||||||||||
Gross Reduction | 0 | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (549,231) | (1,755,569) | ||||||||||||||
Fair Value | 18,554,489 | 19,103,720 | ||||||||||||||
Interest/Dividend/ Other income | 0 | 0 | ||||||||||||||
RT Holdings Parent, LLC | Controlled Affiliated Investments | Warrant | ||||||||||||||||
Fair Value | 3,184,225 | 3,476,546 | ||||||||||||||
Gross Addition | 0 | [5] | 0 | [2] | ||||||||||||
Gross Reduction | 0 | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (91,539) | (292,321) | ||||||||||||||
Fair Value | 3,092,686 | 3,184,225 | ||||||||||||||
Interest/Dividend/ Other income | 0 | 0 | ||||||||||||||
RT Holdings Parent, LLC Equity Units One | Controlled Affiliated Investments | ||||||||||||||||
Fair Value | 368,005 | 0 | ||||||||||||||
Gross Addition | [2] | 133,087 | ||||||||||||||
Gross Reduction | [4] | 0 | ||||||||||||||
Realized Gains (Losses) | 0 | |||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 234,918 | |||||||||||||||
Fair Value | 368,005 | |||||||||||||||
Interest/Dividend/ Other income | 0 | |||||||||||||||
RT Holdings Parent, LLC Equity Units Two | Controlled Affiliated Investments | ||||||||||||||||
Fair Value | 106,999 | 0 | ||||||||||||||
Gross Addition | [2] | 66,914 | ||||||||||||||
Gross Reduction | [4] | 0 | ||||||||||||||
Realized Gains (Losses) | 0 | |||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 40,085 | |||||||||||||||
Fair Value | 106,999 | |||||||||||||||
Interest/Dividend/ Other income | 0 | |||||||||||||||
Ruby Tuesday Operations LLC | Controlled Affiliated Investments | P-1 Units | ||||||||||||||||
Fair Value | 368,005 | |||||||||||||||
Gross Addition | [5] | 0 | ||||||||||||||
Gross Reduction | [6] | 0 | ||||||||||||||
Realized Gains (Losses) | 0 | |||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (10,003) | |||||||||||||||
Fair Value | 358,002 | 368,005 | ||||||||||||||
Interest/Dividend/ Other income | 0 | |||||||||||||||
Ruby Tuesday Operations LLC | Controlled Affiliated Investments | P-2 Units | ||||||||||||||||
Fair Value | 106,999 | |||||||||||||||
Gross Addition | [5] | 0 | ||||||||||||||
Gross Reduction | [6] | 0 | ||||||||||||||
Realized Gains (Losses) | 0 | |||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (6,001) | |||||||||||||||
Fair Value | 100,998 | 106,999 | ||||||||||||||
Interest/Dividend/ Other income | 0 | |||||||||||||||
Ruby Tuesday Operations LLC | Controlled Affiliated Investments | Revolver - 2.78% | ||||||||||||||||
Fair Value | 0 | |||||||||||||||
Gross Addition | [5] | 0 | ||||||||||||||
Gross Reduction | [6] | 0 | ||||||||||||||
Realized Gains (Losses) | 0 | |||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | |||||||||||||||
Fair Value | 0 | 0 | ||||||||||||||
Interest/Dividend/ Other income | $ 50,637 | |||||||||||||||
Investment interest rate | 2.78% | |||||||||||||||
Ruby Tuesday Operations LLC | Controlled Affiliated Investments | Term Loan | ||||||||||||||||
Fair Value | $ 6,715,899 | |||||||||||||||
Gross Addition | [5] | 467,729 | ||||||||||||||
Gross Reduction | [6] | (314,882) | ||||||||||||||
Realized Gains (Losses) | 0 | |||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | |||||||||||||||
Fair Value | 6,868,746 | 6,715,899 | ||||||||||||||
Interest/Dividend/ Other income | 710,195 | |||||||||||||||
Ruby Tuesday Operations LLC | Controlled Affiliated Investments | Incremental Term Loan | ||||||||||||||||
Fair Value | 0 | |||||||||||||||
Gross Addition | [5] | 1,573,019 | ||||||||||||||
Gross Reduction | [6] | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 1,355,313 | |||||||||||||||
Fair Value | 2,928,332 | 0 | ||||||||||||||
Interest/Dividend/ Other income | 135,174 | |||||||||||||||
Ruby Tuesday Operations LLC | Controlled Affiliated Investments | Term Loan - 13.25% | ||||||||||||||||
Fair Value | 6,715,899 | 8,635,037 | ||||||||||||||
Gross Addition | [2] | 469,635 | ||||||||||||||
Gross Reduction | [4] | (2,388,773) | ||||||||||||||
Realized Gains (Losses) | 0 | |||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | |||||||||||||||
Fair Value | 6,715,899 | |||||||||||||||
Interest/Dividend/ Other income | $ 1,623,615 | |||||||||||||||
Investment interest rate | 13.25% | |||||||||||||||
School Specialty, Inc. | Controlled Affiliated Investments | Class A Preferred Stock | ||||||||||||||||
Fair Value | 13,061,335 | $ 12,093,956 | ||||||||||||||
Gross Addition | 0 | [5] | 0 | [2] | ||||||||||||
Gross Reduction | 0 | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 137 | 967,379 | ||||||||||||||
Fair Value | 13,061,472 | 13,061,335 | ||||||||||||||
Interest/Dividend/ Other income | 0 | 0 | ||||||||||||||
School Specialty, Inc. | Controlled Affiliated Investments | Class B Preferred Stock | ||||||||||||||||
Fair Value | 4,529,373 | 690,190 | ||||||||||||||
Gross Addition | 0 | [5] | 0 | [2] | ||||||||||||
Gross Reduction | 0 | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | 3,839,183 | ||||||||||||||
Fair Value | 4,529,373 | 4,529,373 | ||||||||||||||
Interest/Dividend/ Other income | 0 | 0 | ||||||||||||||
School Specialty, Inc. | Controlled Affiliated Investments | Common Stock | ||||||||||||||||
Fair Value | 27,419,241 | 0 | ||||||||||||||
Gross Addition | 0 | [5] | 0 | [2] | ||||||||||||
Gross Reduction | 0 | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (3,485,235) | 27,419,241 | ||||||||||||||
Fair Value | 23,934,006 | 27,419,241 | ||||||||||||||
Interest/Dividend/ Other income | 6,196,400 | 0 | ||||||||||||||
School Specialty, Inc. | Controlled Affiliated Investments | Term Loan - 9.25% | ||||||||||||||||
Fair Value | 35,383,037 | 35,532,773 | ||||||||||||||
Gross Addition | 46,116 | [5] | 46,673 | [2] | ||||||||||||
Gross Reduction | (26,057,649) | [6] | (148,903) | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | (99,851) | (47,506) | ||||||||||||||
Fair Value | 9,179,421 | 35,383,037 | ||||||||||||||
Interest/Dividend/ Other income | $ 1,721,406 | $ 3,692,955 | ||||||||||||||
Investment interest rate | 9.25% | 9.25% | ||||||||||||||
TCW Direct Lending Strategic Ventures | Controlled Affiliated Investments | Common Membership Interests | ||||||||||||||||
Fair Value | $ 0 | $ 0 | ||||||||||||||
Gross Addition | 0 | [5] | 0 | [2] | ||||||||||||
Gross Reduction | 0 | [6] | 0 | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | 0 | ||||||||||||||
Fair Value | 0 | 0 | ||||||||||||||
Interest/Dividend/ Other income | 0 | 0 | ||||||||||||||
TCW Direct Lending Strategic Ventures | Controlled Affiliated Investments | Preferred Membership Interests | ||||||||||||||||
Fair Value | 84,141,713 | 88,334,811 | ||||||||||||||
Gross Addition | 0 | [5] | 0 | [2] | ||||||||||||
Gross Reduction | (18,000,000) | [6] | (16,640,000) | [4] | ||||||||||||
Realized Gains (Losses) | 0 | 0 | ||||||||||||||
Net Change in Unrealized Appreciation/ (Depreciation) | 1,647,497 | 12,446,902 | ||||||||||||||
Fair Value | 67,789,210 | 84,141,713 | ||||||||||||||
Interest/Dividend/ Other income | $ 0 | $ 5,200,000 | ||||||||||||||
|
Consolidated Statements of Assets and Liabilities - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Investments, at fair value | ||
Cash and cash equivalents | $ 6,575 | $ 4,223 |
Short-term investments | 466,504 | 501,075 |
Interest receivable | 1,911 | 1,665 |
Deferred financing costs | 352 | 120 |
Prepaid and other assets | 0 | 52 |
Total Assets | 948,833 | 1,022,589 |
Liabilities | ||
Payable for short-term investments purchased | 466,504 | 501,075 |
Credit facility payable | 89,250 | 126,250 |
Interest and credit facility expense payable | 547 | 721 |
Directors' fees payable | 135 | 0 |
Management fees payable | 0 | 999 |
Other accrued expenses and other liabilities | 204 | 329 |
Total Liabilities | 556,640 | 629,374 |
Members’ Capital | ||
Common Unitholders' commitment: (18,034,649 units issued and outstanding) | 1,803,465 | 1,803,465 |
Common Unitholders' undrawn commitment: (18,034,649 units and 18,034,649 units issued and outstanding, respectively) | (199,120) | (199,120) |
Common Unitholders' return of capital | (1,116,130) | (1,112,130) |
Common Unitholders' offering costs | (853) | (853) |
Accumulated Common Unitholders' tax reclassification | (13,904) | (13,904) |
Common Unitholders’ capital | 473,458 | 477,458 |
Accumulated loss | (81,265) | (84,243) |
Total Members’ Capital | 392,193 | 393,215 |
Total Liabilities and Members’ Capital | $ 948,833 | $ 1,022,589 |
Net Asset Value Per Unit (accrual base) (Note 10) | $ 32.79 | $ 32.84 |
Non-controlled/non-affiliated investments | ||
Investments, at fair value | ||
Fair Value | $ 175,044 | $ 167,364 |
Non-Controlled Affiliated Investments | ||
Investments, at fair value | ||
Fair Value | 19,730 | 25,229 |
Controlled Affiliated Investments | ||
Investments, at fair value | ||
Fair Value | $ 278,717 | $ 322,861 |
Consolidated Statements of Assets and Liabilities (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Common unitholder's commitment units issued | 18,034,649 | 18,034,649 |
Common unitholder's commitment units outstanding | 18,034,649 | 18,034,649 |
Common unitholder's undrawn commitment units issued | 18,034,649 | 18,034,649 |
Common unitholder's undrawn commitment units outstanding | 18,034,649 | 18,034,649 |
Non-controlled/non-affiliated investments | ||
Amortized Cost | $ 180,789 | $ 180,721 |
Non-Controlled Affiliated Investments | ||
Amortized Cost | 51,136 | 51,440 |
Controlled Affiliated Investments | ||
Amortized Cost | $ 281,292 | $ 315,712 |
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
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Interest income paid-in-kind | $ 7,267 | $ 11,779 | ||
Total investment income | $ 17,322 | $ 13,948 | 28,881 | 21,721 |
Interest and credit facility expenses | 2,111 | 1,039 | 4,417 | 2,192 |
Interest expense on repurchase transactions | 1,531 | 95 | 2,878 | 127 |
Professional fees | 185 | 205 | 382 | 341 |
Administrative fees | 137 | 176 | 279 | 348 |
Directors’ fees | 88 | 78 | 156 | 156 |
Management fees | 0 | 997 | 0 | 2,011 |
Other expenses | 47 | 41 | 101 | 108 |
Total expenses | 4,099 | 2,631 | 8,213 | 5,283 |
Net investment income | 13,223 | 11,317 | 20,668 | 16,438 |
Net realized loss | (1,336) | (99) | ||
Net realized gain (loss) on short-term investments | 708 | (99) | 1,662 | (310) |
Net realized and unrealized gain (loss) on investments | 3,544 | 31,230 | (7,690) | 37,373 |
Net increase in Members' Capital from operations | $ 16,767 | $ 42,547 | $ 12,978 | $ 53,811 |
Income per unit, basic | $ 0.93 | $ 2.11 | $ 0.72 | $ 2.68 |
Income per unit, diluted | $ 0.93 | $ 2.11 | $ 0.72 | $ 2.68 |
Non-controlled/non-affiliated investments | ||||
Interest income | $ 5,949 | $ 1,290 | $ 11,864 | $ 2,209 |
Interest income paid-in-kind | 42 | 6,583 | 69 | 9,507 |
Other fee income | 81 | 3 | 189 | 6 |
Net change in unrealized appreciation/(depreciation) | (322) | 3,775 | 7,612 | 1,591 |
Non-Controlled Affiliated Investments | ||||
Interest income | 0 | 21 | 0 | 144 |
Interest income paid-in-kind | 900 | 561 | 1,732 | 1,094 |
Other fee income | 6 | 6 | 12 | 12 |
Net realized loss | (2,044) | 0 | (2,044) | 0 |
Net change in unrealized appreciation/(depreciation) | (666) | (904) | (5,196) | (2,106) |
Controlled affiliated investments | ||||
Interest income | 1,234 | 2,460 | 3,282 | 5,109 |
Interest income paid-in-kind | 2,884 | 597 | 5,466 | 1,178 |
Dividend income | 6,196 | 2,400 | 6,196 | 2,400 |
Other fee income | 30 | 27 | 71 | 62 |
Net change in unrealized appreciation/(depreciation) | $ 5,868 | $ 28,458 | $ (9,724) | $ 38,198 |
Consolidated Statements of Changes in Members' Capital - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Members’ Capital Beginning Balance | $ 389,426 | $ 393,215 | $ 382,568 | $ 389,304 | $ 393,215 | $ 389,304 |
Net Increase (Decrease) in Members’ Capital Resulting from Operations: | ||||||
Net investment income | 13,223 | 7,445 | 11,317 | 5,121 | 20,668 | 16,438 |
Net realized gain (loss) on investments | (1,336) | 954 | (99) | (211) | ||
Net change in unrealized appreciation/(depreciation) on investments | 4,880 | (12,188) | 31,329 | 6,354 | ||
Distributions to Members from: | ||||||
Distributable earnings | (10,000) | (10,500) | ||||
Return of capital | (4,000) | (18,000) | ||||
Total (Decrease) Increase in Members' Capital for the period end | 2,767 | (3,789) | 32,047 | (6,736) | ||
Members’ Capital Ending Balance | 392,193 | 389,426 | 414,615 | 382,568 | 392,193 | 414,615 |
Common Unitholders' Capital | ||||||
Members’ Capital Beginning Balance | 477,458 | 477,458 | 472,088 | 490,088 | 477,458 | 490,088 |
Net Increase (Decrease) in Members’ Capital Resulting from Operations: | ||||||
Net investment income | 0 | 0 | 0 | 0 | ||
Net realized gain (loss) on investments | 0 | 0 | 0 | 0 | ||
Net change in unrealized appreciation/(depreciation) on investments | 0 | 0 | 0 | 0 | ||
Distributions to Members from: | ||||||
Distributable earnings | 0 | 0 | ||||
Return of capital | (4,000) | (18,000) | ||||
Total (Decrease) Increase in Members' Capital for the period end | (4,000) | 0 | 0 | (18,000) | ||
Members’ Capital Ending Balance | 473,458 | 477,458 | 472,088 | 472,088 | 473,458 | 472,088 |
Accumulated Earnings (Loss) | ||||||
Members’ Capital Beginning Balance | (88,032) | (84,243) | (89,520) | (100,784) | (84,243) | (100,784) |
Net Increase (Decrease) in Members’ Capital Resulting from Operations: | ||||||
Net investment income | 13,223 | 7,445 | 11,317 | 5,121 | ||
Net realized gain (loss) on investments | (1,336) | 954 | (99) | (211) | ||
Net change in unrealized appreciation/(depreciation) on investments | 4,880 | (12,188) | 31,329 | 6,354 | ||
Distributions to Members from: | ||||||
Distributable earnings | (10,000) | (10,500) | ||||
Return of capital | 0 | 0 | ||||
Total (Decrease) Increase in Members' Capital for the period end | 6,767 | (3,789) | 32,047 | 11,264 | ||
Members’ Capital Ending Balance | $ (81,265) | $ (88,032) | $ (57,473) | $ (89,520) | $ (81,265) | $ (57,473) |
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Cash Flows from Operating Activities | ||
Net increase in net assets resulting from operations | $ 12,978 | $ 53,811 |
Adjustments to reconcile the net increase in net assets resulting from operations to net cash provided by operating activities: | ||
Purchases of investments | (5,645) | 0 |
Purchases of short-term investments | (466,504) | (467,001) |
Interest income paid in-kind | (7,267) | (11,779) |
Proceeds from sales and paydowns of investments | 45,672 | 16,963 |
Proceeds from sales of short-term investments | 501,075 | 549,930 |
Net realized loss on investments | 2,044 | 0 |
Change in net unrealized (appreciation)/depreciation on investments | 7,308 | (37,683) |
Amortization of premium and accretion of discount, net | (148) | (111) |
Amortization of deferred financing costs | 310 | 609 |
Increase (decrease) in operating assets and liabilities: | ||
(Increase) decrease in interest receivable | (246) | 170 |
(Increase) decrease in prepaid and other assets | 52 | 73 |
Increase (decrease) in payable for short-term investments purchased | (34,571) | (82,929) |
Increase (decrease) in management fees payable | (999) | (58) |
Increase (decrease) in interest and credit facility expense payable | (174) | 88 |
Increase (decrease) in directors' fees payable | 135 | 135 |
Increase (decrease) in other accrued expenses and liabilities | (125) | 913 |
Net cash provided by operating activities | 53,895 | 23,131 |
Cash Flows from Financing Activities | ||
Return of capital | (4,000) | (18,000) |
Distributions to Members | (10,000) | (10,500) |
Deferred financing costs paid | (543) | (451) |
Proceeds from credit facility | 2,000 | 0 |
Repayments of credit facility | (39,000) | 0 |
Net cash used in financing activities | (51,543) | (28,951) |
Net increase (decrease) in cash and cash equivalents | 2,352 | (5,820) |
Cash and cash equivalents, beginning of period | 4,223 | 8,532 |
Cash and cash equivalents, end of period | 6,575 | 2,712 |
Supplemental and non-cash financing activities | ||
Interest expense paid | $ 4,097 | $ 1,337 |
N-2 |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Cover [Abstract] | |
Entity Central Index Key | 0001603480 |
Amendment Flag | false |
Securities Act File Number | 814-01069 |
Document Type | 10-Q |
Entity Registrant Name | TCW DIRECT LENDING LLC |
Entity Address, Address Line One | 200 Clarendon Street |
Entity Address, City or Town | Boston |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02116 |
City Area Code | 617 |
Local Phone Number | 936-2275 |
Entity Emerging Growth Company | false |
General Description of Registrant [Abstract] | |
Risk Factors [Table Text Block] | Item 1A. Risk Factors There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K. |
Organization and Basis of Presentation |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization: TCW Direct Lending LLC (“Company”) was formed as a Delaware corporation on March 20, 2014 and converted to a Delaware limited liability company on April 1, 2014. The Company conducted a private offering of its limited liability company units (the “Common 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, though it currently has no intention to do so. The Company has engaged TCW Asset Management Company LLC (“TAMCO”), an affiliate of The TCW Group, Inc. (“TCW”) to be its adviser (the “Adviser”). On May 13, 2014 (“Inception Date”), the Company sold and issued 10 Common Units at an aggregate purchase price of $1 to TAMCO. 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”) for the taxable year ending December 31, 2015 and subsequent years. The Company is required to meet the minimum distribution and other requirements for RIC qualification and as a BDC and a RIC, the Company is required to comply with certain regulatory requirements. The Company has wholly-owned subsidiaries, each of which is a Delaware limited liability company designed to hold an equity investment of the Company. The consolidated financial statements in this quarterly report on Form 10-Q include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Term: The initial term of the Company continued until the sixth anniversary of the Initial Closing Date (as defined below), September 19, 2020. The Company may extend the term for two additional one-year periods upon written notice to the holders of the Common Units and holders of preferred units, if any, (collectively the “Unitholders” or “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 Common Units. On April 30, 2021, the Company’s Board of Directors approved the second one year extension of the Company’s term from September 19, 2021 to September 19, 2022. On July 11, 2022 the term of the Company was extended for a one-year period from September 19, 2022 to September 19, 2023 via a supermajority vote of the Unitholders. On May 11, 2023 the term of the Company was extended for an additional one-year period from September 19, 2023 to September 19, 2024 via a supermajority vote of the Unitholders. Commitment Period: The Commitment Period commenced on September 19, 2014 (the “Initial Closing Date”) and ended on September 19, 2017, the third anniversary of the Initial Closing Date. In accordance with the Company’s Limited Liability Company 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 up to an aggregate maximum of 10% of Capital Commitments (as defined below), provided that any such follow-on investment to be made after the third anniversary of the expiration of the Commitment Period shall require the prior consent of a majority in interest of the Common Unitholders. In October 2022, the Company’s Members approved a proposal to allow the Company to make pre-identified follow-on investments in specific portfolio companies as well as their holding companies, subsidiaries, successors or other affiliates, up to an aggregate maximum of 10% of Capital Commitments. Capital Commitments: On September 19, 2014 (“the Initial Closing Date”), the Company began accepting subscription agreements from investors for the private sale of its Common Units. On March 19, 2015, the Company completed its final private placement of its Common Units. Subscription agreements with commitments (“Commitments”) from investors (each a “Common Unitholder”) totaling $2,013,470 for the purchase of Common Units were accepted. Each Common Unitholder is obligated to contribute capital equal to their Commitment and each Unit’s Commitment obligation is $100.00 per unit. The amount of capital that remains to be drawn down and contributed is referred to as an “Undrawn Commitment”. On July 11, 2022 the Company’s Members approved a reduction in Undrawn Commitments by $10.43 per unit, resulting in an approximately 41.18% reduction of overall remaining available capital commitments.
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 June 30, 2023, aggregate Commitments, Undrawn Commitments, the percentage of Commitments funded and the number of subscribed for Units of the Company were as follows:
Recallable Amount: A Common Unitholder may be required to re-contribute amounts distributed equal to 75% of the principal amount or the cost portion of any Portfolio Investment that is fully repaid to or otherwise fully recouped by the Company within one year of the Company’s investment. The Recallable Amount is excluded from the calculation of the accrual based net asset value. The Recallable Amount as of June 30, 2023 was $100,875. |
Significant Accounting Policies |
6 Months Ended |
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Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation: The consolidated financial statements of the Company 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 consolidated the results of its wholly owned subsidiary 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 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. Investments: The Company measures the 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 its principal market to be the market that has the greatest volume and level of activity. Transactions: The Company records investment transactions on the trade date. The Company considers 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 and interest income paid-in-kind are 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 as interest income in the period in which the fees were earned. Income received in exchange for the provision of services such as administration and managerial services is recognized as other fee income in the period in which it was earned. 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.
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 revolving credit facility, including arrangement fees, upfront fees and legal fees, are amortized on a straight-line basis over the term of the revolving credit facility. Organization and Offering Costs: Costs incurred to organize the Company totaling $665 were expensed as incurred. Offering costs totaling $853 were accumulated and charged directly to Members’ Capital on March 19, 2015, the end of the period during which Common Units were offered (the “Closing Period”). The Company did not bear more than an amount equal to 10 basis points of the aggregate capital commitments of the Company for organization and offering expenses. Cash and Cash Equivalents: The Company generally considers investments with a maturity of three months or less at the time of acquisition to be cash equivalents. As of June 30, 2023, cash and cash equivalents is 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. Income Taxes: 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 Members as dividends. Rather, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s Members and will not be reflected in the consolidated financial statements of the Company. Short-term investments: The Company considers all investments with original maturities beyond three months at the date of purchase and one year or less from the balance sheet date to be short-term investments. As of June 30, 2023, short-term investments is comprised of U.S. Treasury bills, all of which are carried at fair value and are classified as Level 1 in the GAAP valuation hierarchy. Repurchase Obligations: Transactions whereby the Company sells an investment it currently holds with a concurrent agreement to repurchase the same investment at an agreed upon price at a future date are accounted for as secured borrowings in accordance with ASC 860, Transfers and Servicing. The investment subject to the repurchase agreement remains on the Company's Statements of Assets and Liabilities and a secured borrowing is recorded for the future repurchase obligation. The secured borrowing is collateralized by the investment subject to the repurchase agreement. Interest expense associated with the repurchase obligation is reported on the Company's Statements of Operations within Interest expense on repurchase transactions. Recent Accounting Pronouncements: In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2022-03 on the consolidated financial statements. |
Investment Valuations and Fair Value Measurements |
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Investment Valuations And Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Valuations and Fair Value Measurements | 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. 3. Investment Valuations and Fair Value Measurements (Continued) Investments for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by the Board based on similar instruments, internal assumptions and the weighting of the best available pricing inputs. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" with respect to the fair valuation of the Company's portfolio securities, subject to oversight by and periodic reporting to the Board. Fair Value Hierarchy: Assets and liabilities are classified into three levels by the Company 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. Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in those securities. Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows: Equity, (Level 1), includes common stock valued at the closing price on the primary exchange in which the security trades. Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine the fair value of investments in private debt and equity for which reliable market quotations are not available. Some of the inputs are independently observable however, a significant portion of the inputs and the internal assumptions applied are unobservable. Debt, (Level 3), include investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. An income method approach incorporating a weighted average cost of capital and discount rate or a market method approach using prices and other relevant information generated by market transactions involving identical or comparable assets are generally used to determine fair value, though some cases use an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events. Equity, (Level 3), includes common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used it follows the income approach. The 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. 3. Investment Valuations and Fair Value Measurements (Continued) Net Asset Value (“NAV”) (Investment Funds and Vehicles): Equity investments in affiliated investment fund (Strategic Ventures) are valued based on the NAV reported by the investment fund. Investments held by the affiliated fund include debt investments in privately originated senior secured debt. Such investments held by the affiliated fund are valued using the same methods, approach and standards applied above to debt investments held by the Company. The Company’s ability to withdraw from the fund is subject to restrictions. The term of the fund will continue until June 5, 2021 unless dissolved earlier or extended for two additional one-year periods by the Company, in its full discretion. The Company can further extend the term of the fund for additional one-year periods upon notice to and consent from the fund’s management committee. On February 25, 2021, Company extended the fund’s term one additional year, until June 5, 2022. On February 1, 2022, the Company further extended the fund's term one additional year, until June 5, 2023. On April 17, 2023, the Company further extended the fund's term one additional year, until June 5, 2024. The Company is entitled to income and principal distributed by the fund. 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 June 30, 2023:
(1) Includes equity investments in Strategic Ventures. In accordance with ASC Topic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities. 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, 2022:
(1) Includes equity investments in Strategic Ventures. In accordance with ASC Topic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
3. Investment Valuations and Fair Value Measurements (Continued) The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three and six months ended June 30, 2023:
The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three and six months ended June 30, 2022:
The Company did not have any transfers between levels during the three and six months ended June 30, 2023 and 2022. 3. Investment Valuations and Fair Value Measurements (Continued) 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 June 30, 2023.
* Weighted based on fair value 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, 2022.
* Weighted based on fair value Unless noted, the Company generally utilizes the midpoint of a valuation range provided by an external, independent valuation firm. |
Agreements and Related Party Transactions |
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Related Party Transactions [Abstract] | |
Agreements and Related Party Transactions | 4. Agreements and Related Party Transactions Advisory Agreement: On September 15, 2014, the Company entered into an Investment Advisory and Management Agreement (the “Advisory Agreement”) with the Adviser, a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Advisory Agreement was approved by the Board at an in-person meeting. 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 our outstanding voting securities, and (ii) the vote of a majority of the independent directors of the Board. On August 11, 2022, the Company’s Board reapproved the Advisory Agreement. 4. Agreements and Related Party Transactions (Continued)
Management Fee: Pursuant to the Advisory Agreement, and subject to the overall supervision of the Board, the Adviser will manage the Company’s day-to-day operations and provide investment advisory services to the Company. The Company will pay to the Adviser, quarterly in advance, a management fee (the “Management Fee”) calculated as follows: (i) for the period starting on the initial closing date and ending on the earlier of (A) the last day of the calendar quarter during which the Commitment Period (as defined below) ends or (B) the last day of the calendar quarter during which the Adviser or an affiliate thereof begins to accrue a management fee with respect to a successor fund, 0.375% (i.e., 1.50% per annum) of the aggregate commitments determined as of the end of the Closing Period, and (ii) for each calendar quarter thereafter during the term of the Company (but not beyond the tenth anniversary of the initial closing date), 0.1875% (i.e., 0.75% per annum) of the aggregate cost basis (whether acquired by the Company with contributions from members, other Company funds or borrowings) of all portfolio investments that have not been sold, distributed to the 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), determined in each case as of the first day of such calendar quarter. The Management Fee in respect of the Closing Period will be calculated as if all capital commitments of the Company were made on the initial closing date, regardless of when Common Units were actually funded. The actual payment of the Management Fee with respect to the Closing Period will not be made prior to the first day of the first full calendar quarter following the end of the Closing Period. The “Commitment Period” of the Company will begin on the initial closing date and end on the earlier of (a) three years from the initial closing date and (b) the date on which the undrawn Commitment of each Common Unit has been reduced to zero. While the Management Fee will accrue from the initial closing date, the Adviser intends to defer payment of such fees to the extent that such fees cannot be paid from interest and fee income generated by the Company’s investments. No management fees were expensed during the three and six months ended June 30, 2023 as the Adviser agreed to waive all management fees earned subsequent to December 31, 2022. For the three and six months ended June 30, 2022, Management Fees incurred amounted to $997 and $2,011, respectively, of which $997 remained payable at June 30, 2022. Transaction and Other Fees: Any (i) transaction, advisory, consulting, management, monitoring, directors’ or similar fees, (ii) closing, investment banking, finders’, transaction or similar fees, (iii) commitment, breakup or topping fees or litigation proceeds and (iv) other fee or payment of services performed or to be performed with respect to an investment or proposed investment received from or with respect to Portfolio Companies or prospective Portfolio Companies in connection with the Company’s activities will be will be the property of the Company. Since inception, the Company received $2,615 in such fees, none of which were during the three and six months ended June 30, 2023 and 2022. Incentive Fee: In addition, the Adviser will receive an incentive fee (the “Incentive Fee”) as follows: (a) First, no Incentive Fee will be owed until the Common Unitholders have collectively received cumulative distributions pursuant to this clause (a) equal to their aggregate capital contributions in respect of all Common Units; (b) Second, no Incentive Fee will be owed until the Common Unitholders have collectively received cumulative distributions equal to a 9% internal rate of return on their aggregate capital contributions in respect of all Common Units (the “Hurdle”); (c) Third, the Adviser will be entitled to an Incentive Fee out of 100% of additional amounts otherwise distributable to Common Unitholders until such time as the cumulative 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 Common Unitholders in respect of all Common 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, with the remaining 80% distributed to the Unitholders. 4. Agreements and Related Party Transactions (Continued) The Incentive Fee will be calculated on a cumulative basis and the amount of the Incentive Fee payable in connection with any distribution (or deemed distribution) will be determined and, if applicable, paid in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders. If the Advisory Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating the agreement or (ii) our terminating the agreement for cause (as set out in the Advisory Agreement), we 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 our 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 would be deemed accelerated, (B) the proceeds from such liquidation were used to pay all our 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. We will make the Final Incentive Fee Payment in cash on or immediately following the date the Advisory Agreement is so terminated. The Adviser Return Obligation (defined below) will not apply in connection with a Final Incentive Fee Payment. No Incentive Fees were incurred during the three and six months ended June 30, 2023 and 2022. Administration Agreement: On September 15, 2014, the Company entered into the Administration Agreement with the Adviser under which the Adviser (or one or more delegated service providers) will oversee the maintenance of our financial records and otherwise assist on the Company’s compliance with regulations applicable to a BDC under the 1940 Act, and a RIC under the Code, to prepare reports to our Members, monitor the payment of our expenses and the performance of other administrative or professional service providers, and generally provide us with administrative and back office support. The Company will reimburse the Administrator for expenses incurred by it on behalf of the Company in performing its obligations under the Administration Agreement. Amounts paid pursuant to the Administration Agreement are subject to the annual cap on Company Expenses (as defined below), as described more fully below. The Company, and indirectly the Unitholders, will bear (including by reimbursing the Adviser or Administrator) all other costs and expenses of its operations, administration and transactions, including, without limitation, organizational and offering expenses, management fees, costs of reporting required under applicable securities laws, legal fees of the Company’s counsel and accounting fees. However, the Company will not bear (a) more than an amount equal to 10 basis points of the aggregate capital commitments of the Company for organization and offering expenses in connection with the offering of Common Units through the Closing Period and (b) more than an amount equal to 12.5 basis points of the aggregate Commitments of the Company per annum (pro-rated for partial years) for its costs and expenses other than ordinary operating expenses (“Company Expenses”), including amounts paid to the Administrator under the Administration Agreement and reimbursement of expenses to the Adviser. All expenses that the Company will not bear will be borne by the Adviser or its affiliates. Notwithstanding the foregoing, the cap on Company Expenses does not apply to payments of the Management Fee, Incentive Fee, organizational and offering expenses (which are subject to the separate cap), amounts payable in connection with the Company’s borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to the liquidation of the Company, taxes, or extraordinary expenses (such as litigation expenses and indemnification payments). TCW Direct Lending Strategic Ventures LLC: On June 5, 2015, the Company, together with an affiliate of Security Benefit Corporation and accounts managed by Oak Hill Advisors, L.P., entered into an Amended and Restated Limited Liability Company Agreement (the “Agreement”) to become members of TCW Direct Lending Strategic Ventures LLC (“Strategic Ventures”). Strategic Ventures focuses primarily on making senior secured floating rate loans to middle-market borrowers. The Agreement was effective June 5, 2015. The Company’s investment in Strategic Ventures is restricted from redemption until the termination of Strategic Ventures. The Company’s capital commitment is $481,600, representing approximately 80% of the preferred and common equity ownership of Strategic Ventures, with the third-party investors representing the remaining capital commitments and preferred and common equity ownership. A portion of the Company’s capital commitment was satisfied by the contribution of two loans to Strategic Ventures. Strategic Ventures also entered into a revolving credit facility to finance a portion of certain eligible investments on June 5, 2015. On April 30, 2021, Strategic Ventures’ revolving credit facility was terminated. |
Commitments and Contingencies |
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Commitments And Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | 5. Commitments and Contingencies The Company had the following unfunded commitments and unrealized depreciation by investment as of June 30, 2023 and December 31, 2022:
The Company’s total capital commitment to its underlying investment in Strategic Ventures is $481,600. As of June 30, 2023 and December 31, 2022, the Company’s unfunded commitment to Strategic Ventures is $219,646. From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2023, management 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. |
Members Capital |
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Statement Of Stockholders Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Members Capital | 6. Members’ Capital During the three and six months ended June 30, 2023 and 2022, the Company did not sell or issue any Common Units. As described in Note 1, on July 11, 2022 the Company’s Members approved a reduction in Undrawn Commitments by $10.43 per unit, resulting in an approximately 41.18% reduction of overall remaining available capital commitments. The activity for the three and six months ended June 30, 2023 and 2022 was as follows:
The Company did not process any deemed distributions and re-contributions during the three and six months ended June 30, 2023 and 2022. |
Credit Facility |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Facility | 7. Credit Facility The Company has a secured revolving credit agreement (the “Credit Agreement”) with Natixis, New York Branch (“Natixis”) as administrative agent and committed lender. The Credit Agreement provides for a revolving credit line of up to $750,000 (the “Maximum Commitment”) (the “Credit Facility”), subject to the lesser of the “Borrowing Base” assets or the Maximum Commitment (the “Available Commitment”). The Borrowing Base assets generally equal the sum of (a) a percentage of certain eligible investments in a controlled account, (b) a percentage of unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Credit Agreement is generally secured by the Borrowing Base assets.
7. Credit Facility (Continued) On April 10, 2017, the Company and Natixis entered into a Third Amended and Restated Revolving Credit Agreement. Under the Third Amended and Restated Revolving Credit Agreement borrowings bear interest at a rate equal to either the (a) adjusted eurodollar rate calculated in a customary manner plus 2.35%, (b) commercial paper rate plus 2.35%, or (c) a base rate calculated in a customary manner (using the higher of the Federal Funds Rate plus 0.50%, the Prime Rate and the Floating LIBOR Rate plus 1.00%) plus 1.35%. Moreover, the Credit Agreement’s stated maturity date was extended from November 10, 2017 to April 10, 2020. On April 6, 2020, the Company entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement (the “Amended Credit Agreement”), by and among the Company, as borrower, and Natixis, New York Branch, as administrative agent and the lenders party thereto. The Amended Credit Agreement provides for a revolving credit line of up to $375,000 (with an option for the Company to increase this amount to $450,000 subject to consent of the lenders and satisfaction of certain other conditions), subject to the available borrowing base, which is generally the sum of (a) a percentage of certain eligible investments, (b) a percentage of remaining unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of the Company’s investors, portfolio investments and substantially all other assets of the Company. The stated maturity date of the Amended Credit Agreement was April 9, 2021, which date (subject to the satisfaction of certain conditions) could have been extended by the Company for up to an additional 364 days. Borrowings under the Amended Credit Agreement bore interest at a rate equal to either (a) adjusted eurodollar rate calculated in a customary manner plus 2.50%, (b) commercial paper rate plus 2.50%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted eurodollar rate plus 1.00%) plus 1.50%, provided however in each case the commercial paper rate and the eurocurrency rate shall have a floor of 1.00%. On May 27, 2020, the Company entered into a Lender Group Joinder Agreement pursuant to which Zions Bancorporation, N.A. d/b/a California Bank & Trust was added as a committed lender (with a commitment of $25,000) under the Amended Credit Agreement. Concurrently therewith, the Company elected to increase the size of its revolving credit line under the Amended Credit Agreement to $400,000. On December 29, 2020, the Company elected to permanently decrease the size of its revolving credit line under the Amended Credit Agreement to $177,000. On April 6, 2021, the Company entered into a Third Amendment to the Amended Credit Agreement (the “Third Amended Credit Agreement”). The Third Amended Credit Agreement provides for a revolving credit line of up to $177,000, subject to the available borrowing base, which is generally a percentage of remaining unfunded commitments from certain eligible investors in the Company. The Third Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of the Company’s investors. The stated maturity date of the Third Amended Credit Agreement is April 8, 2022, which (subject to the satisfaction of certain conditions) may be extended by the Company for up to an additional 364 days. On March 23, 2022, the Company exercised its final extension option, and extended the maturity date of the Third Amended Credit Agreement to April 7, 2023. Borrowings under the Third Amended Credit Agreement bear interest at a rate equal to either (a) Eurocurrency Rate calculated in a customary manner plus 1.95%, (b) commercial paper (“CP”) rate plus 1.95%, or (c) a base rate calculated in a customary manner (which will never be less than the Eurocurrency Rate plus 1.00%) plus 0.95%, provided however in each case the CP Rate and the Eurocurrency Rate shall have a floor of 0.00%. The Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Company fail to satisfy certain covenants. As of June 30, 2023, the Company was in compliance with such covenants.
7. Credit Facility (Continued) On January 10, 2023, the Company entered into a Fourth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fourth Amended Credit Agreement"). The Fourth Amended Credit Agreement replaces the Eurocurrency Rate with a Daily Simple SOFR Rate, Term SOFR Rate and Adjusted Term SOFR Rate (each as defined in the Fourth Amended Credit Agreement) for purposes of calculating interest on the loan. Each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR Rate for such Interest Period plus the interest rate spread or "Applicable Margin." Each Daily SOFR Loan will bear interest on the outstanding principal amount thereof at a rate per annum equal to Daily Simple SOFR plus the Applicable Margin. The Term SOFR Loan and Daily SOFR Loan have an Applicable Margin of 1.95%. On April 7, 2023, the Company entered into the Fifth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fifth Amended Credit Agreement"). The Fifth Amended Credit Agreement removed the Adjusted Term SOFR Rate for purposes of calculating interest on the loan but kept the Daily Simple SOFR and Term SOFR rates as is. It also updated the Applicable Margin from 0.95% to 1.15% for Base Rate Loans and from 1.95% to 2.15% for all other loan types. The revolving credit line was also reduced from $177,000 to $152,000 and lastly, the maturity date of the loan was extended 364 days to April 5, 2024. As of June 30, 2023 and December 31, 2022, the Available Commitment under the Amended Credit Agreement was $62,750 and $50,750, respectively. As of June 30, 2023 and December 31, 2022, the amounts outstanding under the Credit Facility were $89,250 and $126,250, respectively. The carrying amount of the Credit Facility, which is categorized as Level 2 within the fair value hierarchy as of June 30, 2023 and December 31, 2022, approximates its fair value. Valuation techniques and significant inputs used to determine fair value include Company details; credit, market and liquidity risk and events; financial health of the Company; place in the capital structure; interest rate; and terms and conditions of the Credit Facility. The Company incurred financing costs of $10,123 in connection with the April 10, 2017 Third Amended and Restated Revolving Credit Agreement. The Company also incurred additional financing costs of $1,848 in connection with the Amended Credit Agreement on April 6, 2020 and May 27, 2020 as well as an additional $883 and $456 in connection with the April 6, 2021 Third Amended Credit Agreement and the April 7, 2023 Fifth Amended Credit Agreement, respectively. The Company recorded these costs as deferred financing costs on its Consolidated Statements of Asset and Liabilities and the costs are being amortized over the life of the Credit Facility. As of June 30, 2023 and December 31, 2022, $352 and $120, respectively, of such prepaid deferred financing costs has yet to be amortized. The summary information regarding the Credit Facility for the three and six months ended June 30, 2023 and 2022 was as follows:
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Repurchase Transactions |
6 Months Ended |
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Jun. 30, 2023 | |
Disclosure of Repurchase Agreements [Abstract] | |
Repurchase Transactions | 8. Repurchase Transactions
The Company may, from time to time, enter into repurchase agreements with Barclays Bank PLC (“Barclays”), whereby the Company sells to Barclays its short-term investments and concurrently enters into an agreement to repurchase the same investments at an agreed-upon price at a future date, generally within 30-days (each, a “Repurchase Transaction”).
In accordance with ASC 860, Transfers and Servicing, these Repurchase Transactions meet the criteria for secured borrowings. Accordingly, the short-term investments remain 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 Barclays (the “Repurchase Obligation”). The Repurchase Obligation is secured by the short-term investments that are the subject of the repurchase agreement.
The Company had no outstanding Repurchase Obligations as of June 30, 2023 and December 31, 2022. Interest expense incurred under these Repurchase Transactions was $1,531 and $95 for the three months ended June 30, 2023 and 2022, respectively. Interest expense incurred under these Repurchase Transactions was $2,878 and $127 for the six months ended June 30, 2023 and 2022, respectively. |
Income Taxes |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | 9. Income Taxes The Company has elected to be treated 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 common unitholders as dividends. The Company elected to be taxed as a RIC in 2015. The Company evaluates tax positions taken or expected to be taken in the course of preparing its 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 June 30, 2023 and December 31, 2022, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows:
The Company did not have any unrecognized tax benefits at December 31, 2022, nor were there any increases or decreases in unrecognized tax benefits for the period then ended; and therefore no interest or penalties were accrued. The Company is subject to examination by U.S. federal and state tax authorities regarding returns filed for the prior and four years, respectively.
The Company's investment in School Specialty, Inc.'s common stock is held through TCW DL SSP LLC, an unconsolidated special purpose vehicle. The fair value of such equity investment as of June 30, 2023 is net of a $9,640 deferred tax liability recorded by TCW DL SSP LLC. TCW DL SSP LLC accounts for income taxes under the liability method prescribed by FASB ASC 740, Accounting for Income Taxes ("ASC 740"). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to the temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. |
Financial Highlights |
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Investment Company Financial Highlights [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Highlights | 10. Financial Highlights Selected data for a unit outstanding throughout the six months ended June 30, 2023 and 2022 is presented below. The accrual base Net Asset Value is calculated by subtracting the per unit loss from investment operations from the beginning Net Asset Value per unit and reflects all units issued and outstanding.
(1) Per unit data was calculated using the number of Common Units issued and outstanding as of June 30, 2023 and 2022. (2) Includes distributions which have an offsetting capital re-contribution (“deemed distributions”). Excludes return of unused capital. (3) The Total Return for the six months ended June 30, 2023 and 2022 was calculated by taking total income from investment operations for the period divided by the weighted average capital contributions from the Members during the period. The return does not reflect sales load and is net of management fees and expenses. (4) Not annualized. (5) The Internal Rate of Return (“IRR”) since inception for the Common Unitholders, after management fees, financing costs and operating expenses, is 8.43% through June 30, 2023. The IRR is computed based on cash flow due dates contained in notices to Members (contributions from and distributions to the Common 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 return may vary significantly upon realization. (6) Annualized. |
Subsequent Events |
6 Months Ended |
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Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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 other than those described below. |
Significant Accounting Policies (Policies) |
6 Months Ended |
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Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The consolidated financial statements of the Company 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 consolidated the results of its wholly owned subsidiary in its consolidated financial statements in accordance with ASC 946. |
Use of Estimates | 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 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. |
Investments | Investments: The Company measures the 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 its principal market to be the market that has the greatest volume and level of activity. |
Transactions | Transactions: The Company records investment transactions on the trade date. The Company considers 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 | Income Recognition: Interest income and interest income paid-in-kind are recorded on an accrual basis unless doubtful of collection or the related investment is in default. 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 as interest income in the period in which the fees were earned. Income received in exchange for the provision of services such as administration and managerial services is recognized as other fee income in the period in which it was earned. 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.
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: Deferred financing costs incurred by the Company in connection with the revolving credit facility, including arrangement fees, upfront fees and legal fees, are amortized on a straight-line basis over the term of the revolving credit facility. |
Organizational and Offering Costs | Organization and Offering Costs: Costs incurred to organize the Company totaling $665 were expensed as incurred. Offering costs totaling $853 were accumulated and charged directly to Members’ Capital on March 19, 2015, the end of the period during which Common Units were offered (the “Closing Period”). The Company did not bear more than an amount equal to 10 basis points of the aggregate capital commitments of the Company for organization and offering expenses. |
Cash and Cash Equivalents | Cash and Cash Equivalents: The Company generally considers investments with a maturity of three months or less at the time of acquisition to be cash equivalents. As of June 30, 2023, cash and cash equivalents is 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. |
Income Taxes | Income Taxes: 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 Members as dividends. Rather, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s Members and will not be reflected in the consolidated financial statements of the Company. |
Short-term Investments | Short-term investments: The Company considers all investments with original maturities beyond three months at the date of purchase and one year or less from the balance sheet date to be short-term investments. As of June 30, 2023, short-term investments is comprised of U.S. Treasury bills, all of which are carried at fair value and are classified as Level 1 in the GAAP valuation hierarchy. |
Repurchase Obligations | Repurchase Obligations: Transactions whereby the Company sells an investment it currently holds with a concurrent agreement to repurchase the same investment at an agreed upon price at a future date are accounted for as secured borrowings in accordance with ASC 860, Transfers and Servicing. The investment subject to the repurchase agreement remains on the Company's Statements of Assets and Liabilities and a secured borrowing is recorded for the future repurchase obligation. The secured borrowing is collateralized by the investment subject to the repurchase agreement. Interest expense associated with the repurchase obligation is reported on the Company's Statements of Operations within Interest expense on repurchase transactions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2022-03 on the consolidated financial statements. |
Organization and Basis of Presentation (Tables) |
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Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Aggregate Commitments, Undrawn Commitments, Percentage of Commitments Funded and Number of Subscribed for Units | As of June 30, 2023, aggregate Commitments, Undrawn Commitments, the percentage of Commitments funded and the number of subscribed for Units of the Company were as follows:
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Investment Valuations and Fair Value Measurements (Tables) |
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Investment Valuations And Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary by Major Security Type of Fair Valuation According to Inputs Used in Valuing 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 June 30, 2023:
(1) Includes equity investments in Strategic Ventures. In accordance with ASC Topic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities. 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, 2022:
(1)
Includes equity investments in Strategic Ventures. In accordance with ASC Topic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities. |
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Summary of Reconciliation of Balances for Total Investments | The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three and six months ended June 30, 2023:
The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three and six months ended June 30, 2022:
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Summary of Valuation Techniques 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 June 30, 2023.
* Weighted based on fair value 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, 2022.
* Weighted based on fair value |
Commitments and Contingencies (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Unfunded Commitments and Unrealized Depreciation by Investment | The Company had the following unfunded commitments and unrealized depreciation by investment as of June 30, 2023 and December 31, 2022:
|
Members Capital (Table) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Statement Of Stockholders Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Company Unit Activity | During the three and six months ended June 30, 2023 and 2022, the Company did not sell or issue any Common Units. As described in Note 1, on July 11, 2022 the Company’s Members approved a reduction in Undrawn Commitments by $10.43 per unit, resulting in an approximately 41.18% reduction of overall remaining available capital commitments. The activity for the three and six months ended June 30, 2023 and 2022 was as follows:
|
Credit Facility (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Information Regarding Credit Facility | The summary information regarding the Credit Facility for the three and six months ended June 30, 2023 and 2022 was as follows:
|
Income Taxes (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Aggregate Investment Unrealized Appreciation and Depreciation for Federal Income Tax Purposes | As of June 30, 2023 and December 31, 2022, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows:
|
Financial Highlights (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Company Financial Highlights [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Net Asset Value Per Unit and Reflects all Units Issued and Outstanding | Selected data for a unit outstanding throughout the six months ended June 30, 2023 and 2022 is presented below. The accrual base Net Asset Value is calculated by subtracting the per unit loss from investment operations from the beginning Net Asset Value per unit and reflects all units issued and outstanding.
(1) Per unit data was calculated using the number of Common Units issued and outstanding as of June 30, 2023 and 2022. (2) Includes distributions which have an offsetting capital re-contribution (“deemed distributions”). Excludes return of unused capital. (3) The Total Return for the six months ended June 30, 2023 and 2022 was calculated by taking total income from investment operations for the period divided by the weighted average capital contributions from the Members during the period. The return does not reflect sales load and is net of management fees and expenses. (4) Not annualized. (5) The Internal Rate of Return (“IRR”) since inception for the Common Unitholders, after management fees, financing costs and operating expenses, is 8.43% through June 30, 2023. The IRR is computed based on cash flow due dates contained in notices to Members (contributions from and distributions to the Common 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 return may vary significantly upon realization. (6)
Annualized. |
Organization and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands |
1 Months Ended | 6 Months Ended | |||||
---|---|---|---|---|---|---|---|
Jul. 11, 2022
$ / shares
|
Sep. 19, 2020 |
Mar. 19, 2015
USD ($)
$ / shares
|
May 13, 2014
USD ($)
shares
|
Oct. 31, 2022 |
Jun. 30, 2023
USD ($)
Agreement
|
Dec. 31, 2022
USD ($)
|
|
Inception date | Mar. 20, 2014 | ||||||
Number of wholly-owned subsidiaries | 2 | ||||||
Number of additional subscription agreements | Agreement | 2 | ||||||
Term of subscription agreements | 1 year | ||||||
Extended term for successive periods of subscription agreements | 1 year | ||||||
Commitment period description | The Commitment Period commenced on September 19, 2014 (the “Initial Closing Date”) and ended on September 19, 2017, the third anniversary of the Initial Closing Date. In accordance with the Company’s Limited Liability Company 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. | ||||||
Significantly investment completion period upon expiration of commitment period | 90 days | ||||||
Commitments from investors | $ 1,803,465 | $ 1,803,465 | |||||
Reduction in undrawn commitments | $ / shares | $ 10.43 | ||||||
Percentage of reduction of overall remaining available capital commitments | 41.18% | ||||||
Recontribute amount distribution percentage | 75.00% | ||||||
Recallable amount | $ 100,875 | ||||||
Maximum | |||||||
Percentage of aggregate cumulative invested amount in existing portfolio companies | 10.00% | ||||||
Common Stock | |||||||
Number of units sold and issued | shares | 10 | ||||||
Aggregate purchase price | $ 1 | ||||||
Commitments from investors | $ 2,013,470 | ||||||
Commitment obligation per unit | $ / shares | $ 100.00 | ||||||
Reduction in undrawn commitments | $ / shares | $ 10.43 | ||||||
Percentage of reduction of overall remaining available capital commitments | 41.18% |
Organization and Basis of Presentation - Schedule of Aggregate Commitments (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Common Unitholder, Commitments | $ 1,803,465 | $ 1,803,465 |
Common Unitholder, Undrawn Commitments | $ 199,120 | |
Common Unitholder, % of Commitments Funded | 89.00% | |
Common Unitholder, Units | 18,034,649 | 18,034,649 |
Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Mar. 19, 2015 |
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Organizational costs and expense incurred | $ 665 | |
Deferred offering costs | $ 853 | |
Basis points of aggregate capital commitments | 10.00% |
Investment Valuations and Fair Value Measurements - Summary of Major Security Type of Fair Valuations (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | $ 946,567 | $ 1,020,752 |
Debt | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 323,608 | 349,861 |
Equity | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 82,093 | 81,451 |
Investment Funds & Vehicles | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 67,789 | 84,142 |
Short-Term Investments | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 466,504 | 501,075 |
Cash equivalents | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 6,573 | 4,223 |
Fair Value, Inputs, Level 1 | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 474,985 | 507,223 |
Fair Value, Inputs, Level 1 | Debt | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value, Inputs, Level 1 | Equity | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 1,908 | 1,925 |
Fair Value, Inputs, Level 1 | Investment Funds & Vehicles | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | |
Fair Value, Inputs, Level 1 | Short-Term Investments | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 466,504 | 501,075 |
Fair Value, Inputs, Level 1 | Cash equivalents | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 6,573 | 4,223 |
Fair Value, Inputs, Level 2 | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value, Inputs, Level 2 | Debt | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value, Inputs, Level 2 | Equity | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value, Inputs, Level 2 | Investment Funds & Vehicles | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value, Inputs, Level 2 | Short-Term Investments | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value, Inputs, Level 2 | Cash equivalents | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 403,793 | 429,387 |
Fair Value, Inputs, Level 3 | Debt | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 323,608 | 349,861 |
Fair Value, Inputs, Level 3 | Equity | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 80,185 | 79,526 |
Fair Value, Inputs, Level 3 | Investment Funds & Vehicles | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value, Inputs, Level 3 | Short-Term Investments | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value, Inputs, Level 3 | Cash equivalents | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value Measured at Net Asset Value Per Share | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 67,789 | 84,142 |
Fair Value Measured at Net Asset Value Per Share | Debt | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value Measured at Net Asset Value Per Share | Equity | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value Measured at Net Asset Value Per Share | Investment Funds & Vehicles | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 67,789 | 84,142 |
Fair Value Measured at Net Asset Value Per Share | Short-Term Investments | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value Measured at Net Asset Value Per Share | Cash equivalents | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | $ 0 | $ 0 |
Investment Valuations and Fair Value Measurements - Summary of Reconciliation of Balances for Total Investments (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Investment Valuations And Fair Value Measurements [Line Items] | ||||
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Unrealized Gain Loss On Investments | Unrealized Gain Loss On Investments | Unrealized Gain Loss On Investments | Unrealized Gain Loss On Investments |
Fair Value, Inputs, Level 3 | ||||
Investment Valuations And Fair Value Measurements [Line Items] | ||||
Beginning Balance | $ 428,197 | $ 410,382 | $ 429,387 | $ 397,380 |
Purchases, including payments received in-kind | 4,346 | 7,741 | 12,912 | 11,779 |
Sales and paydowns of investments | (27,612) | (3,295) | (27,672) | (4,005) |
Amortization of premium and accretion of discount, net | (112) | 57 | (148) | 111 |
Net realized gains (losses) | (2,044) | (2,044) | ||
Net change in unrealized appreciation/(depreciation) | 794 | 21,508 | 8,938 | 31,128 |
Ending Balance | 403,793 | 436,393 | 403,793 | 436,393 |
Change in Net Unrealized Depreciation Appreciation for Investment Held | 1,354 | 21,506 | (8,376) | 31,126 |
Debt | Fair Value, Inputs, Level 3 | ||||
Investment Valuations And Fair Value Measurements [Line Items] | ||||
Beginning Balance | 354,972 | 347,901 | 349,861 | 341,742 |
Purchases, including payments received in-kind | 4,346 | 7,741 | 12,912 | 11,779 |
Sales and paydowns of investments | (27,612) | (3,295) | (27,672) | (4,005) |
Amortization of premium and accretion of discount, net | (112) | 57 | (148) | 111 |
Net realized gains (losses) | (1,928) | (1,928) | ||
Net change in unrealized appreciation/(depreciation) | (6,282) | 1,304 | (9,713) | 4,081 |
Ending Balance | 323,608 | 353,708 | 323,608 | 353,708 |
Change in Net Unrealized Depreciation Appreciation for Investment Held | (5,606) | 1,302 | (9,036) | 4,079 |
Equity | Fair Value, Inputs, Level 3 | ||||
Investment Valuations And Fair Value Measurements [Line Items] | ||||
Beginning Balance | 73,225 | 62,481 | 79,526 | 55,638 |
Purchases, including payments received in-kind | 0 | 0 | 0 | 0 |
Sales and paydowns of investments | 0 | 0 | 0 | 0 |
Amortization of premium and accretion of discount, net | 0 | 0 | 0 | 0 |
Net realized gains (losses) | (116) | (116) | ||
Net change in unrealized appreciation/(depreciation) | 7,076 | 20,204 | 775 | 27,047 |
Ending Balance | 80,185 | 82,685 | 80,185 | 82,685 |
Change in Net Unrealized Depreciation Appreciation for Investment Held | $ 6,960 | $ 20,204 | $ 660 | $ 27,047 |
Investment Valuations and Fair Value Measurements - Additional Information (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Investment Valuations And Fair Value Measurements [Abstract] | ||||
Fair value assets liabilities transfer between levels | $ 0 | $ 0 | $ 0 | $ 0 |
Investment Valuations and Fair Value Measurements - Summary of Valuation Techniques and Quantitative Information (Details) $ in Thousands |
Jun. 30, 2023
USD ($)
|
Dec. 31, 2022
USD ($)
|
---|---|---|
Market Method | Minimum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.5 | 0.3 |
Market Method | Maximum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.7 | 0.7 |
Fair Value, Inputs, Level 3 | Minimum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.5 | 0.3 |
Fair Value, Inputs, Level 3 | Maximum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.7 | 0.7 |
Debt | Fair Value, Inputs, Level 3 | Income Method | Discount Rate | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 42,866 | $ 43,636 |
Debt | Fair Value, Inputs, Level 3 | Income Method | Minimum | Discount Rate | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 16.0 | 14.6 |
Debt | Fair Value, Inputs, Level 3 | Income Method | Maximum | Discount Rate | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 18.7 | 17.6 |
Debt | Fair Value, Inputs, Level 3 | Income Method | Weighted Average | Discount Rate | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 17.4 | 16.1 |
Debt | Fair Value, Inputs, Level 3 | Market Method | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 93,093 | $ 141,246 |
Debt | Fair Value, Inputs, Level 3 | Market Method | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 29,527 | 29,341 |
Debt | Fair Value, Inputs, Level 3 | Market Method | Indicative Bid | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 2,605 | |
Debt | Fair Value, Inputs, Level 3 | Market Method | Minimum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 7.3 | 6.0 |
Debt | Fair Value, Inputs, Level 3 | Market Method | Minimum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.1 | 0.1 |
Debt | Fair Value, Inputs, Level 3 | Market Method | Minimum | Indicative Bid | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 17.8 | |
Debt | Fair Value, Inputs, Level 3 | Market Method | Maximum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 8.3 | 9.0 |
Debt | Fair Value, Inputs, Level 3 | Market Method | Maximum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.2 | 0.2 |
Debt | Fair Value, Inputs, Level 3 | Market Method | Maximum | Indicative Bid | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 29.7 | |
Debt | Fair Value, Inputs, Level 3 | Market Method | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 158,122 | $ 133,033 |
Debt | Fair Value, Inputs, Level 3 | Market Method | Minimum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 5.5 | 7.0 |
Debt | Fair Value, Inputs, Level 3 | Market Method | Maximum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 7.9 | 11.0 |
Equity | Fair Value, Inputs, Level 3 | Market Method | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 58,079 | $ 11,753 |
Equity | Fair Value, Inputs, Level 3 | Market Method | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 22,106 | $ 22,763 |
Equity | Fair Value, Inputs, Level 3 | Market Method | Minimum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 5.5 | 6.0 |
Equity | Fair Value, Inputs, Level 3 | Market Method | Minimum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.1 | 0.1 |
Equity | Fair Value, Inputs, Level 3 | Market Method | Minimum | Indicative Bid | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.0 | |
Equity | Fair Value, Inputs, Level 3 | Market Method | Maximum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 7.5 | 6.5 |
Equity | Fair Value, Inputs, Level 3 | Market Method | Maximum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.2 | 0.2 |
Equity | Fair Value, Inputs, Level 3 | Market Method | Maximum | Indicative Bid | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.0 | |
Equity | Fair Value, Inputs, Level 3 | Market Method | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 0 | $ 45,010 |
Equity | Fair Value, Inputs, Level 3 | Market Method | Minimum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 7.3 | 7.0 |
Equity | Fair Value, Inputs, Level 3 | Market Method | Maximum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 8.3 | 11.0 |
Agreements and Related Party Transactions - Additional Information (Details) |
3 Months Ended | 6 Months Ended | 12 Months Ended | 110 Months Ended | |||
---|---|---|---|---|---|---|---|
Sep. 15, 2014 |
Jun. 30, 2023
USD ($)
Loan
|
Jun. 30, 2022
USD ($)
|
Jun. 30, 2023
USD ($)
Loan
|
Jun. 30, 2022
USD ($)
|
Dec. 31, 2022
USD ($)
|
Jun. 30, 2023
USD ($)
Loan
|
|
Related Party Transaction [Line Items] | |||||||
Management fees | $ 0 | $ 997,000 | $ 0 | $ 2,011,000 | |||
Management fees payable | 0 | $ 0 | $ 999,000 | $ 0 | |||
Investment Advisory and Management Agreement With Adviser | |||||||
Related Party Transaction [Line Items] | |||||||
Advisory agreement effective period | 2 years | ||||||
Percentage of management fee | 0.375% | 1.50% | |||||
Percentage of management fee on aggregate cost basis | 0.1875% | 0.75% | |||||
Management fees | 0 | 997,000 | $ 0 | 2,011,000 | |||
Proceeds from transaction and Other fees received | 0 | 0 | 0 | 0 | $ 2,615,000 | ||
Management fees payable | 997,000 | 997,000 | |||||
Incentive fee | $ 0 | $ 0 | $ 0 | $ 0 | |||
Maximum percentage of aggregate commitment for organizational expenses and offering expenses | 10.00% | ||||||
Maximum percentage of commitment or assets computed annually for company expenses | 12.50% | ||||||
Capital commitment | $ 481,600,000 | ||||||
Percentage of preferred and common equity ownership | 80.00% | ||||||
Number of loans contribution | Loan | 2 | 2 | 2 | ||||
Second | Investment Advisory and Management Agreement With Adviser | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of internal rate of return on aggregate capital contribution | 9.00% | ||||||
Third | Investment Advisory and Management Agreement With Adviser | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of advisor incentive fee entitled | 100.00% | ||||||
Percentage of additional distributable paid to advisor incentive fee | 20.00% | ||||||
Thereafter | Investment Advisory and Management Agreement With Adviser | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of additional distributable paid to advisor incentive fee | 20.00% | ||||||
Percentage of remaining incentive fee | 80.00% |
Commitments and Contingencies - Schedule of Unfunded Commitments and Unrealized Depreciation by Investment (Details) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Loss Contingencies [Line Items] | ||
Unfunded Commitments Amount | $ 14,909 | $ 11,988 |
Unrealized Depreciation | $ 0 | 0 |
Retail & Animal Intermediate, LLC | ||
Loss Contingencies [Line Items] | ||
Maturity/Expiration | 2025-11 | |
Unfunded Commitments Amount | $ 4,981 | 4,981 |
Unrealized Depreciation | $ 0 | 0 |
Ruby Tuesday Operations LLC | ||
Loss Contingencies [Line Items] | ||
Maturity/Expiration | 2025-02 | |
Unfunded Commitments Amount | $ 4,921 | 4,921 |
Unrealized Depreciation | $ 0 | 0 |
Pace Industries, Inc. | ||
Loss Contingencies [Line Items] | ||
Maturity/Expiration | 2025-06 | |
Unfunded Commitments Amount | $ 5,007 | 2,086 |
Unrealized Depreciation | $ 0 | $ 0 |
Commitments and Contingencies - Additional Information (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2022 |
Jun. 30, 2023 |
|
Loss Contingencies [Line Items] | ||
Unfunded Commitments Amount | $ 11,988 | $ 14,909 |
Strategic Venture | ||
Loss Contingencies [Line Items] | ||
Total capital commitment investment | 481,600,000 | |
Unfunded Commitments Amount | $ 219,646,000 | $ 219,646,000 |
Members Capital - Additional Information (Detail) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jul. 11, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Statement Of Stockholders Equity [Abstract] | |||||
Deemed distributions | $ 0 | $ 0 | $ 0 | $ 0 | |
Deemed re-contributions | $ 0 | $ 0 | $ 0 | $ 0 | |
Reduction in Undrawn Commitments Per Share | $ 10.43 | ||||
Percentage of Reduction of Overall Remaining Available Capital Commitments | 41.18% |
Members Capital - Summary of Company Unit Activity (Details) - shares |
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2022 |
Mar. 31, 2022 |
---|---|---|---|---|
Statement Of Stockholders Equity [Abstract] | ||||
Units at beginning of period | 18,034,649 | 18,034,649 | 20,134,698 | 20,134,698 |
Units issued and committed at end of period | 18,034,649 | 20,134,698 |
Credit Facility - Additional Information (Details) - USD ($) |
Apr. 07, 2023 |
Jan. 10, 2023 |
Apr. 06, 2021 |
Apr. 06, 2020 |
Apr. 10, 2017 |
Apr. 09, 2017 |
Jun. 30, 2023 |
Dec. 31, 2022 |
Dec. 29, 2020 |
May 27, 2020 |
---|---|---|---|---|---|---|---|---|---|---|
Line Of Credit Facility [Line Items] | ||||||||||
Amounts outstanding under Credit Facility | $ 89,250,000 | $ 126,250,000 | ||||||||
Prepaid deferred financing costs had yet to be amortized | 352,000 | 120,000 | ||||||||
Interest Rate Floor | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Interest rate | 0.00% | |||||||||
SOFR | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.95% | |||||||||
Third Amended and Restated Revolving Credit Agreement | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Deferred financing costs | $ 10,123,000 | |||||||||
Amended Credit Agreement | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Maximum commitment | $ 177,000,000 | $ 400,000,000 | ||||||||
Available Commitment | $ 62,750,000 | $ 50,750,000 | ||||||||
Deferred financing costs | $ 1,848,000 | 1,848,000 | ||||||||
Third Amended Credit Agreement | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Maximum commitment | $ 152,000,000 | $ 177,000,000 | ||||||||
Maturity date | Apr. 08, 2022 | |||||||||
Extended maturity date | Apr. 05, 2024 | |||||||||
Maturity date to be extended upon satisfaction of certain conditions | 364 days | |||||||||
Deferred financing costs | $ 456,000 | $ 883,000 | ||||||||
Third Amended Credit Agreement | Eurodollar | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.95% | |||||||||
Third Amended Credit Agreement | Commercial Paper Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.95% | |||||||||
Third Amended Credit Agreement | Base Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 0.95% | |||||||||
Third Amended Credit Agreement | Base Rate | Minimum | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 0.95% | |||||||||
Third Amended Credit Agreement | Base Rate | Maximum | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.15% | |||||||||
Third Amended Credit Agreement | Adjusted Eurodollar Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.00% | |||||||||
Third Amended Credit Agreement | Other Loan | Minimum | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.95% | |||||||||
Third Amended Credit Agreement | Other Loan | Maximum | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 2.15% | |||||||||
Natixis | Credit Agreement | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Maximum commitment | $ 750,000,000 | |||||||||
Maturity date | Nov. 10, 2017 | |||||||||
Natixis | Third Amended and Restated Revolving Credit Agreement | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Extended maturity date | Apr. 10, 2020 | |||||||||
Natixis | Third Amended and Restated Revolving Credit Agreement | Eurodollar | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 2.35% | |||||||||
Natixis | Third Amended and Restated Revolving Credit Agreement | Commercial Paper Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 2.35% | |||||||||
Natixis | Third Amended and Restated Revolving Credit Agreement | Federal Funds Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 0.50% | |||||||||
Natixis | Third Amended and Restated Revolving Credit Agreement | Prime Rate and Floating LIBOR Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.00% | |||||||||
Natixis | Third Amended and Restated Revolving Credit Agreement | Base Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.35% | |||||||||
Natixis | Amended Credit Agreement | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Maximum commitment | $ 375,000,000 | |||||||||
Maturity date | Apr. 09, 2021 | |||||||||
Option to increase maximum borrowing capacity | $ 450,000,000 | |||||||||
Maturity date to be extended upon satisfaction of certain conditions | 364 days | |||||||||
Natixis | Amended Credit Agreement | Eurodollar | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 2.50% | |||||||||
Natixis | Amended Credit Agreement | Commercial Paper Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 2.50% | |||||||||
Natixis | Amended Credit Agreement | Base Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.50% | |||||||||
Natixis | Amended Credit Agreement | Adjusted Eurodollar Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.00% | |||||||||
Natixis | Amended Credit Agreement | Commercial Paper Rate And Euro Currency Rate | Interest Rate Floor | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Interest rate | 1.00% | |||||||||
Zions Bancorporation, N.A. | Amended Credit Agreement | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Maximum commitment | $ 25,000,000 |
Credit Facility - Summary Information Regarding Credit Facility (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Debt Disclosure [Abstract] | ||||
Credit Facilities interest expense | $ 1,869 | $ 808 | $ 3,973 | $ 1,426 |
Undrawn commitment fees | 52 | 62 | 101 | 124 |
Administrative fees | 17 | 17 | 33 | 33 |
Amortization of deferred financing costs | 173 | 152 | 310 | 609 |
Total | $ 2,111 | $ 1,039 | $ 4,417 | $ 2,192 |
Weighted average interest rate | 7.17% | 2.78% | 6.86% | 2.46% |
Average outstanding balance | $ 102,975 | $ 115,250 | $ 115,211 | $ 115,250 |
Repurchase Transactions - Additional Information (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
|
Disclosure of Repurchase Agreements [Abstract] | |||||
Repurchase obligation outstanding | 0 | 0 | 0 | ||
Interest expense on repurchase transactions | $ 1,531 | $ 95 | $ 2,878 | $ 127 |
Income Taxes - Schedule of Aggregate Investment Unrealized Appreciation and Depreciation for Federal Income Tax Purposes (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Income Tax Disclosure [Abstract] | ||
Cost of investments for federal income tax purposes | $ 986,295 | $ 1,051,514 |
Unrealized appreciation | 59,582 | 57,357 |
Unrealized depreciation | (99,309) | (88,118) |
Net unrealized depreciation on investments | $ (39,727) | $ (30,761) |
Income Taxes - Additional Information (Details) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Dec. 31, 2022 |
|
Income Tax [Line Items] | ||
Unrecognized tax benefits | $ 0 | |
Accrued interest or penalties | $ 0 | |
TCW Direct Lending SSP LLC | ||
Income Tax [Line Items] | ||
Deferred tax liability | $ 9,640 | |
U.S. federal | ||
Income Tax [Line Items] | ||
Examination regarding return filed | 3 years | |
State | ||
Income Tax [Line Items] | ||
Examination regarding return filed | 4 years |
Financial Highlights - Schedule of Net Asset Value Per Unit and Reflects all Units Issued and Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
|
Investment Company [Abstract] | |||
Net Asset Value Per Unit (accrual base), Beginning of Period | $ 32.84 | $ 39.65 | |
Income from Investment Operations: | |||
Net investment income | 1.15 | 0.82 | |
Net realized and unrealized (loss) gain | (0.43) | 1.86 | |
Total income from investment operations | 0.72 | 2.68 | |
Less Distributions: | |||
From net investment income | (0.55) | (0.53) | |
Return of capital | (0.22) | (0.89) | |
Total distributions | (0.77) | (1.42) | |
Net Asset Value Per Unit (accrual base), End of Period | $ 32.79 | $ 40.91 | |
Common Unitholder Total Return | 4.04% | 16.47% | |
Common Unitholder IRR | 8.43% | 8.81% | |
Ratios and Supplemental Data | |||
Members' Capital, end of period | $ 392,193 | $ 414,615 | $ 393,215 |
Units outstanding, end of period | 18,034,649 | 20,134,698 | |
Ratios based on average net assets of Members’ Capital: | |||
Ratio of total expenses to average net assets | 4.21% | 2.75% | |
Ratio of financing cost to average net assets | 1.12% | 0.57% | |
Ratio of net investment income to average net assets | 10.60% | 8.55% | |
Credit facility payable | $ 89,250 | $ 115,250 | $ 126,250 |
Asset coverage ratio | 5.39% | 4.60% | |
Portfolio turnover rate | 1.13% | 0.00% |
Financial Highlights - Schedule of Net Asset Value Per Unit and Reflects all Units Issued and Outstanding (Parenthetical) (Details) |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Investment Company [Abstract] | |
Ratio of internal rate of return for common unitholders | 8.43% |
Subsequent Events - Additional Information (Details) - Third Amended Credit Agreement - USD ($) |
Apr. 07, 2023 |
Apr. 06, 2021 |
---|---|---|
Subsequent Event [Line Items] | ||
Maximum commitment | $ 152,000,000 | $ 177,000,000 |
Maturity date to be extended upon satisfaction of certain conditions | 364 days | |
Extended maturity date | Apr. 05, 2024 | |
Base Rate | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 0.95% |
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