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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 TCW Direct Lending LLC 10-K 12/31/23 67:15M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.13M
2: EX-21.1 Subsidiaries List HTML 21K
7: EX-99.1 Miscellaneous Exhibit HTML 1.34M
3: EX-31.1 Certification -- §302 - SOA'02 HTML 26K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
9: R1 Document and Entity Information HTML 86K
10: R2 Consolidated Schedule of Investments HTML 911K
11: R3 Consolidated Schedule of Investments HTML 324K
(Parenthetical)
12: R4 Consolidated Schedule of Investments HTML 28K
(Parenthetical 2)
13: R5 Consolidated Statements of Assets and Liabilities HTML 109K
14: R6 Consolidated Statements of Assets and Liabilities HTML 36K
(Parenthetical)
15: R7 Consolidated Statements of Operations HTML 101K
16: R8 Consolidated Statements of Changes in Members' HTML 56K
Capital
17: R9 Consolidated Statements of Cash Flows HTML 97K
18: R10 N-2 HTML 321K
19: R11 Organization and Basis of Presentation HTML 48K
20: R12 Significant Accounting Policies HTML 38K
21: R13 Investment Valuations and Fair Value Measurements HTML 240K
22: R14 Agreements and Related Party Transactions HTML 49K
23: R15 Commitments and Contingencies HTML 54K
24: R16 Members Capital HTML 40K
25: R17 Credit Facility HTML 76K
26: R18 Repurchase Transactions HTML 26K
27: R19 Income Taxes HTML 91K
28: R20 Unconsolidated Significant Subsidiaries HTML 82K
29: R21 Financial Highlights HTML 161K
30: R22 Subsequent Events HTML 24K
31: R23 Significant Accounting Policies (Policies) HTML 62K
32: R24 Organization and Basis of Presentation (Tables) HTML 31K
33: R25 Investment Valuations and Fair Value Measurements HTML 232K
(Tables)
34: R26 Commitments and Contingencies (Tables) HTML 48K
35: R27 Members Capital (Table) HTML 37K
36: R28 Credit Facility (Tables) HTML 48K
37: R29 Income Taxes (Tables) HTML 87K
38: R30 Unconsolidated Significant Subsidiaries (Tables) HTML 78K
39: R31 Financial Highlights (Tables) HTML 160K
40: R32 Organization and Basis of Presentation - HTML 66K
Additional Information (Details)
41: R33 Organization and Basis of Presentation - Schedule HTML 28K
of Aggregate Commitments (Details)
42: R34 Significant Accounting Policies - Additional HTML 79K
Information (Details)
43: R35 Investment Valuations and Fair Value Measurements HTML 65K
- Summary of Major Security Type of Fair
Valuations (Details)
44: R36 Investment Valuations and Fair Value Measurements HTML 53K
- Summary of Reconciliation of Balances for Total
Investments (Details)
45: R37 Investment Valuations and Fair Value Measurements HTML 22K
- Additional Information (Details)
46: R38 Investment Valuations and Fair Value Measurements HTML 73K
- Summary of Valuation Techniques and Quantitative
Information (Details)
47: R39 Agreements and Related Party Transactions - HTML 66K
Additional Information (Details)
48: R40 Commitments and Contingencies - Schedule of HTML 35K
Unfunded Commitments and Unrealized Depreciation
by Investment (Details)
49: R41 Commitments and Contingencies - Additional HTML 28K
Information (Details)
50: R42 Members Capital - Summary of Company Unit Activity HTML 26K
(Details)
51: R43 Members Capital - Additional Information (Detail) HTML 28K
52: R44 Credit Facility - Additional Information (Details) HTML 115K
53: R45 Credit Facility - Summary Information Regarding HTML 36K
Credit Facility (Details)
54: R46 Repurchase Transactions - Additional Information HTML 24K
(Details)
55: R47 Income Taxes - Schedule of Aggregate Investment HTML 29K
Unrealized Appreciation and Depreciation for
Federal Income Tax Purposes (Details)
56: R48 Income Taxes - Schedule of Reclassifications for HTML 26K
Permanent Difference (Details)
57: R49 Income Taxes - Schedule of Tax Character of HTML 25K
Shareholder Distributions (Details)
58: R50 Income Taxes - Schedule of Tax Components of HTML 27K
Distributable Earnings (Details)
59: R51 Income Taxes - Additional Information (Details) HTML 37K
60: R52 Unconsolidated Significant Subsidiaries - HTML 74K
Summarized Financial Information (Details)
61: R53 Financial Highlights - Schedule of Net Asset Value HTML 79K
Per Unit and Reflects all Units Issued and
Outstanding (Details)
62: R54 Financial Highlights - Schedule of Net Asset Value HTML 22K
Per Unit and Reflects all Units Issued and
Outstanding (Parenthetical) (Details)
64: XML IDEA XML File -- Filing Summary XML 123K
67: XML XBRL Instance -- ck0001603480-20231231_htm XML 4.80M
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Linkbases Document -- ck0001603480-20231231
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| EX-99.1 |
Exhibit 99.1
TCW Direct Lending Strategic Ventures LLC
Financial Statements
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
CONTENTS
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
SCHEDULE OF INVESTMENTS
Industry |
|
Issuer |
|
Acquisition |
|
Investment |
|
% of |
|
|
Par |
|
|
Maturity |
|
Amortized |
|
|
Fair Value |
|
||||
DEBT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Animal Supply Company, LLC(1)(2) |
|
08/14/20 |
|
Term Loan - 14.15% inc PIK (SOFR + 8.50%, 1.00% Floor, all PIK) |
|
|
16.6 |
% |
|
$ |
21,559,556 |
|
|
8/14/25 |
|
$ |
20,844,849 |
|
|
$ |
14,488,021 |
|
|
|
Retail & Animal Intermediate, LLC(1) |
|
07/29/22 |
|
Delayed Draw Priming Term Loan - 20.00% inc PIK (20.00%, Fixed Coupon, all PIK) |
|
|
— |
|
|
|
2,141,381 |
|
|
11/14/25 |
|
|
2,141,381 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
16.6 |
% |
|
|
|
|
|
|
|
22,986,230 |
|
|
|
14,488,021 |
|
|
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
School Specialty, Inc.(1) |
|
09/15/20 |
|
Term Loan - 13.46% (SOFR + 8.00%, 1.25% Floor) |
|
|
6.4 |
% |
|
|
5,577,647 |
|
|
12/29/26 |
|
|
5,565,052 |
|
|
|
5,577,647 |
|
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Noramco, LLC |
|
07/01/16 |
|
Term Loan - 13.92% inc PIK (SOFR + 8.38%, 1.00% Floor, 0.38% PIK) |
|
|
28.4 |
% |
|
|
25,035,114 |
|
|
1/31/25 |
|
|
25,035,120 |
|
|
|
24,809,804 |
|
TOTAL DEBT (51.4%) |
|
|
|
|
|
|
|
|
51.4 |
% |
|
|
|
|
|
|
|
53,586,402 |
|
|
|
44,875,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
Shares/ |
|
|
|
|
Cost |
|
|
Fair Value |
|
||||
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
SSI Parent, LLC (fka School Specialty, Inc.) (1) |
|
|
|
Common Stock |
|
|
23.1 |
% |
|
$ |
51,000 |
|
|
|
|
$ |
34,124 |
|
|
$ |
20,177,640 |
|
|
|
SSI Parent, LLC (fka School Specialty, Inc.) (1) |
|
|
|
Class A Preferred Stock |
|
|
11.2 |
% |
|
|
510,549 |
|
|
|
|
|
5,105,495 |
|
|
|
9,751,495 |
|
|
|
SSI Parent, LLC (fka School Specialty, Inc.) (1) |
|
|
|
Class B Preferred Stock |
|
|
3.6 |
% |
|
|
227,629 |
|
|
|
|
|
225,831 |
|
|
|
3,095,759 |
|
TOTAL EQUITY (37.9%) |
|
|
|
|
|
|
|
|
37.9 |
% |
|
|
|
|
|
|
|
5,365,450 |
|
|
|
33,024,894 |
|
|
|
|
Total Debt & Equity Investments (89.3%) (3) |
|
|
|
|
89.3 |
% |
|
|
|
|
|
|
|
58,951,852 |
|
|
|
77,900,366 |
|
|||
|
|
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
First American Government Obligation Fund, Yield 5.30% |
|
|
12.4 |
% |
|
|
10,781,777 |
|
|
|
|
|
10,781,777 |
|
|
|
10,781,777 |
|
||||
|
|
Total Cash Equivalents |
|
|
|
|
|
|
12.4 |
% |
|
|
|
|
|
|
|
10,781,777 |
|
|
|
10,781,777 |
|
|
|
|
Total Investments (101.7%) |
|
|
|
|
|
|
|
|
|
|
|
$ |
69,733,629 |
|
|
$ |
88,682,143 |
|
||||
|
|
Net unrealized depreciation on unfunded commitments (-2.0%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,704,375 |
) |
|||||||
|
|
Other Assets in Excess of Other Liabilities (0.3%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
248,119 |
|
|||||||
|
|
Members’ Capital (100.0%) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
87,225,887 |
|
|||||||
The accompanying notes are an integral part of these financial statements.
2
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
SCHEDULE OF INVESTMENTS (continued) December 31, 2023
Name of Investments |
|
Fair |
|
|
Gross |
|
|
Gross |
|
|
Realized |
|
|
Net |
|
|
Fair |
|
|
Interest/ |
|
|||||||
Retail & Animal Supply Holdings, LLC Class A Common Stock |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(1,195,825 |
) |
|
$ |
1,195,825 |
|
|
$ |
— |
|
|
$ |
— |
|
Retail & Animal Intermediate, LLC Subordinated Loan - 7.00% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17,603,046 |
) |
|
|
17,603,046 |
|
|
|
— |
|
|
|
— |
|
Animal Supply Company, LLC Term Loan - 14.15% |
|
|
17,202,678 |
|
|
|
2,085,113 |
|
|
|
— |
|
|
|
— |
|
|
|
(4,799,770 |
) |
|
|
14,488,021 |
|
|
|
2,090,130 |
|
Retail & Animal Intermediate, LLC Delayed Draw Priming Term Loan - 20% |
|
|
— |
|
|
|
2,141,381 |
|
|
|
— |
|
|
|
— |
|
|
|
(2,141,381 |
) |
|
|
— |
|
|
|
237,944 |
|
SSI Parent, LLC (fka Specialty, Inc.) Common Stock |
|
|
17,328,145 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,849,495 |
|
|
|
20,177,640 |
|
|
|
3,915,693 |
|
SSI Parent, LLC (fka School Specialty, Inc.) Class A Preferred Stock |
|
|
8,270,814 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,480,681 |
|
|
|
9,751,495 |
|
|
|
1,180 |
|
SSI Parent, LLC (fka School Specialty, Inc.) Class B Preferred Stock |
|
|
2,868,130 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
227,629 |
|
|
|
3,095,759 |
|
|
|
415 |
|
School Specialty, Inc. Term Loan - 13.46% |
|
|
22,405,559 |
|
|
|
14,292 |
|
|
|
(16,774,563 |
) |
|
|
— |
|
|
|
(67,641 |
) |
|
|
5,577,647 |
|
|
|
1,485,651 |
|
Total non-controlled affiliated investments |
|
$ |
68,075,326 |
|
|
$ |
4,240,786 |
|
|
$ |
(16,774,563 |
) |
|
$ |
(18,798,871 |
) |
|
$ |
16,347,884 |
|
|
$ |
53,090,562 |
|
|
$ |
7,731,013 |
|
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, total $4,267,105 and $17,041,962 respectively, for the year ended December 31, 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)
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)
SCHEDULE OF INVESTMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Change in |
|
|
|
|
|
|
|
|||||||
|
|
Fair Value at |
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
Fair Value at |
|
|
Interest/ |
|
|||||||
Name of Investments |
|
|
|
Gross |
|
|
Gross |
|
|
Realized |
|
|
Appreciation |
|
|
|
|
Dividend/ |
|
|||||||||
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 year 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)
STATEMENTS OF ASSETS AND LIABILITIES
|
|
|
|
|
|
|
||
|
|
As of |
|
|
As of |
|
||
|
|
December 31, |
|
|
|
|||
|
|
|
|
2022 |
|
|||
Assets |
|
|
|
|
|
|
||
Investments, at fair value |
|
|
|
|
|
|
||
Non-controlled/non-affiliated investments (amortized cost of $25,035 and |
|
$ |
24,809 |
|
|
$ |
24,885 |
|
Non-controlled affiliated investments (amortized cost of $33,917 and |
|
|
53,091 |
|
|
|
68,075 |
|
Cash and cash equivalents |
|
|
10,782 |
|
|
|
11,963 |
|
Interest receivable |
|
|
310 |
|
|
|
292 |
|
Prepaid and other assets |
|
|
36 |
|
|
|
42 |
|
Total Assets |
|
$ |
89,028 |
|
|
$ |
105,257 |
|
Liabilities |
|
|
|
|
|
|
||
Net unrealized depreciation on unfunded commitments |
|
$ |
1,704 |
|
|
$ |
- |
|
Sub-administrator and custody fees payable |
|
|
92 |
|
|
|
75 |
|
Audit fees payable |
|
|
6 |
|
|
|
5 |
|
Total Liabilities |
|
$ |
1,802 |
|
|
$ |
80 |
|
Members’ Capital |
|
$ |
87,226 |
|
|
$ |
105,177 |
|
Commitments and Contingencies (Note 8) |
|
|
|
|
|
|
||
Members’ Capital |
|
|
|
|
|
|
||
Preferred members |
|
$ |
87,226 |
|
|
$ |
105,177 |
|
Members’ Capital |
|
$ |
87,226 |
|
|
$ |
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 |
|
|
(598,679 |
) |
|
|
(1,000 |
) |
|
|
(4,235 |
) |
|
|
(603,914 |
) |
Cumulative net income, before organization costs |
|
|
231,626 |
|
|
|
704 |
|
|
|
728 |
|
|
|
233,058 |
|
Organization costs |
|
|
— |
|
|
|
(704 |
) |
|
|
— |
|
|
|
(704 |
) |
Total Members’ Capital as of December 31, 2023 |
|
$ |
87,226 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
87,226 |
|
|
|
|
|
|
|
|
|
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)
STATEMENTS OF OPERATIONS
|
|
For the |
|
|
For the |
|
|
For the |
|
|||
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|||
|
|
|
|
|
|
|
||||||
Investment Income: |
|
|
|
|
|
|
|
|
|
|||
Non-controlled/non-affiliated investments: |
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
$ |
4,167 |
|
|
$ |
2,872 |
|
|
$ |
8,406 |
|
Interest income paid-in-kind |
|
|
80 |
|
|
|
102 |
|
|
|
808 |
|
Fee income |
|
|
60 |
|
|
|
— |
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|||
Non-controlled affiliated investments: |
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
|
1,689 |
|
|
|
2,340 |
|
|
|
1,496 |
|
Interest income paid-in-kind |
|
|
2,104 |
|
|
|
1,881 |
|
|
|
2,194 |
|
Dividend income |
|
|
3,914 |
|
|
|
— |
|
|
|
— |
|
Fee income |
|
|
24 |
|
|
|
25 |
|
|
|
15 |
|
Total investment income |
|
|
12,038 |
|
|
|
7,220 |
|
|
|
12,940 |
|
|
|
|
|
|
|
|
|
|
|
|||
Expenses: |
|
|
|
|
|
|
|
|
|
|||
Sub-administrator and custody fees |
|
|
152 |
|
|
|
100 |
|
|
|
122 |
|
Insurance fees |
|
|
79 |
|
|
|
94 |
|
|
|
99 |
|
Audit fees |
|
|
64 |
|
|
|
63 |
|
|
|
63 |
|
Tax service fee |
|
|
27 |
|
|
|
27 |
|
|
|
20 |
|
Valuation fees |
|
|
21 |
|
|
|
15 |
|
|
|
49 |
|
Other |
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
Interest and credit facility expenses |
|
|
— |
|
|
|
— |
|
|
|
281 |
|
Total expense |
|
|
345 |
|
|
|
301 |
|
|
|
636 |
|
Net investment income |
|
|
11,693 |
|
|
|
6,919 |
|
|
|
12,304 |
|
|
|
|
|
|
|
|
|
|
|
|||
Net realized and unrealized gain/(loss) on investments |
|
|
|
|
|
|
|
|
|
|||
Net realized gain/(loss): |
|
|
|
|
|
|
|
|
|
|||
Non-controlled/non-affiliated investments |
|
|
— |
|
|
|
— |
|
|
|
318 |
|
Non-controlled affiliated investments |
|
|
(18,799 |
) |
|
|
— |
|
|
|
— |
|
Net change in unrealized appreciation/(depreciation): |
|
|
|
|
|
|
|
|
|
|||
Non-controlled/non-affiliated investments |
|
|
11 |
|
|
|
(415 |
) |
|
|
11,370 |
|
Non-controlled affiliated investments |
|
|
14,644 |
|
|
|
15,555 |
|
|
|
1,414 |
|
Net realized and unrealized gain/(loss) on investments |
|
|
(4,144 |
) |
|
|
15,140 |
|
|
|
13,102 |
|
Net increase in Members’ Capital from operations |
|
$ |
7,549 |
|
|
$ |
22,059 |
|
|
$ |
25,406 |
|
|
|
|
|
|
|
|
|
|
|
|||
Net increase in Members’ Capital from operations attributable to the |
|
$ |
7,549 |
|
|
$ |
22,059 |
|
|
$ |
25,406 |
|
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)
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
|
|
|
|
|
|
|
|
For the |
|
|||||||
|
|
|
|
|
|
|
|
Year Ended |
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
Noncontrolling |
|
|
|
|
||||
|
|
|
|
|
|
|
|
interest in |
|
|
|
|
||||
|
|
|
|
|
|
|
|
consolidated |
|
|
|
|
||||
|
|
Preferred |
|
|
Common |
|
|
subsidiary |
|
|
Total |
|
||||
Members’ Capital, beginning of year |
|
$ |
105,177 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
105,177 |
|
Net increase (decrease) in Members’ Capital resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income |
|
|
11,693 |
|
|
|
— |
|
|
|
— |
|
|
|
11,693 |
|
Net realized gain/(loss) on investments |
|
|
(18,799 |
) |
|
|
— |
|
|
|
— |
|
|
|
(18,799 |
) |
Net change in unrealized appreciation/(depreciation) on investments |
|
|
14,655 |
|
|
|
— |
|
|
|
— |
|
|
|
14,655 |
|
Net decrease in Members’ Capital resulting from capital activity: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributions to Members |
|
|
(25,500 |
) |
|
|
— |
|
|
|
— |
|
|
|
(25,500 |
) |
Total decrease in Members’ Capital |
|
|
(17,951 |
) |
|
|
— |
|
|
|
— |
|
|
|
(17,951 |
) |
Members’ Capital, end of year |
|
$ |
87,226 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
87,226 |
|
|
|
|
|
|
|
|
|
For the |
|
|||||||
|
|
|
|
|
|
|
|
Year Ended |
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
Noncontrolling |
|
|
|
|
||||
|
|
|
|
|
|
|
|
interest in |
|
|
|
|
||||
|
|
|
|
|
|
|
|
consolidated |
|
|
|
|
||||
|
|
Preferred |
|
|
Common |
|
|
subsidiary |
|
|
Total |
|
||||
Members’ Capital, beginning of year |
|
$ |
110,418 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
110,418 |
|
Net increase (decrease) in Members’ Capital resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income |
|
|
6,919 |
|
|
|
— |
|
|
|
— |
|
|
|
6,919 |
|
Net realized gain/(loss) on investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net change in unrealized appreciation/(depreciation) on investments |
|
|
15,140 |
|
|
|
— |
|
|
|
— |
|
|
|
15,140 |
|
Net decrease in Members’ Capital resulting from capital activity: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributions to Members |
|
|
(27,300 |
) |
|
|
— |
|
|
|
— |
|
|
|
(27,300 |
) |
Total decrease in Members’ Capital |
|
|
(5,241 |
) |
|
|
— |
|
|
|
— |
|
|
|
(5,241 |
) |
Members’ Capital, end of year |
|
$ |
105,177 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
105,177 |
|
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)
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL (continued)
|
|
|
|
|
|
|
|
For the |
|
|||||||
|
|
|
|
|
|
|
|
Year Ended |
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
Noncontrolling |
|
|
|
|
||||
|
|
|
|
|
|
|
|
interest in |
|
|
|
|
||||
|
|
|
|
|
|
|
|
consolidated |
|
|
|
|
||||
|
|
Preferred |
|
|
Common |
|
|
subsidiary |
|
|
Total |
|
||||
Members’ Capital, beginning of year |
|
$ |
173,612 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
173,612 |
|
Net increase (decrease) in Members’ Capital resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income |
|
|
12,304 |
|
|
|
— |
|
|
|
— |
|
|
|
12,304 |
|
Net realized gain/(loss) on investments |
|
|
318 |
|
|
|
— |
|
|
|
— |
|
|
|
318 |
|
Net change in unrealized appreciation/(depreciation) on investments |
|
|
12,784 |
|
|
|
— |
|
|
|
— |
|
|
|
12,784 |
|
Net decrease in Members’ Capital resulting from capital activity: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributions to Members |
|
|
(88,600 |
) |
|
|
— |
|
|
|
— |
|
|
|
(88,600 |
) |
Total decrease in Members’ Capital |
|
|
(63,194 |
) |
|
|
— |
|
|
|
— |
|
|
|
(63,194 |
) |
Members’ Capital, end of year |
|
$ |
110,418 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
110,418 |
|
The accompanying notes are an integral part of these financial statements.
9
STATEMENTS OF CASH FLOWS
|
|
For the |
|
|
For the |
|
|
For the |
|
|||
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
|
|||
Net increase in members’ capital resulting from operations |
|
$ |
7,549 |
|
|
$ |
22,059 |
|
|
$ |
25,406 |
|
Adjustments to reconcile the net increase in members’ capital resulting |
|
|
|
|
|
|
|
|
|
|||
Purchases of investments |
|
|
(2,083 |
) |
|
|
— |
|
|
|
— |
|
Proceeds from sales and paydowns of investments |
|
|
17,042 |
|
|
|
3,824 |
|
|
|
107,979 |
|
Net realized (gain)/loss on investments |
|
|
18,799 |
|
|
|
— |
|
|
|
(318 |
) |
Net change in unrealized (appreciation)/depreciation on investments |
|
|
(14,655 |
) |
|
|
(15,140 |
) |
|
|
(12,784 |
) |
Interest paid-in-kind |
|
|
(2,184 |
) |
|
|
(1,983 |
) |
|
|
(3,002 |
) |
Accretion of discount |
|
|
(155 |
) |
|
|
(91 |
) |
|
|
(249 |
) |
Increase (decrease) in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|||
(Increase) decrease in interest receivable |
|
|
(18 |
) |
|
|
(72 |
) |
|
|
1,050 |
|
(Increase) decrease in prepaid and other assets |
|
|
6 |
|
|
|
50 |
|
|
|
70 |
|
Increase (decrease) in sub-administrator and custody fees payable |
|
|
17 |
|
|
|
60 |
|
|
|
(49 |
) |
Increase (decrease) in audit fees payable |
|
|
1 |
|
|
|
2 |
|
|
|
3 |
|
Increase (decrease) in interest and credit facility expenses payable |
|
|
— |
|
|
|
— |
|
|
|
(786 |
) |
Increase (decrease) in other fees payable |
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
Net cash (used in) provided by operating activities |
|
|
24,319 |
|
|
|
8,709 |
|
|
|
117,319 |
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
|
|||
Distributions to Members |
|
|
(25,500 |
) |
|
|
(27,300 |
) |
|
|
(88,600 |
) |
Repayments of credit facility |
|
|
— |
|
|
|
— |
|
|
|
(15,131 |
) |
Net cash (used in) provided by financing activities |
|
|
(25,500 |
) |
|
|
(27,300 |
) |
|
|
(103,731 |
) |
Net increase (decrease) in cash |
|
|
(1,181 |
) |
|
|
(18,591 |
) |
|
|
13,588 |
|
Cash and cash equivalents, beginning of year |
|
|
11,963 |
|
|
|
30,554 |
|
|
|
16,966 |
|
Cash and cash equivalents, end of year |
|
$ |
10,782 |
|
|
$ |
11,963 |
|
|
$ |
30,554 |
|
Supplemental disclosure of cash flow information and non-cash |
|
|
|
|
|
|
|
|
|
|||
Credit facility - interest and unused fee paid |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,032 |
|
Credit facility - administrative fee paid |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Credit facility - surveillance paid |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
35 |
|
The accompanying notes are an integral part of these financial statements.
10
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS
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.
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 December 31, 2023, aggregate commitments and commitments funded were as follows:
11
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
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 December 31, 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.
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.
12
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS (continued)
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 years ended December 31, 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.
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. On January 1, 2024, the Company adopted ASU 2022-03 and the adoption did not have a material impact on the financial statements.
Subsequent Events: The Management Committee evaluated the activity of the Fund through March 28, 2024, 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 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.
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, 2023.
Investments |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Debt |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
44,875,472 |
|
|
$ |
44,875,472 |
|
Equity |
|
|
— |
|
|
|
— |
|
|
|
33,024,894 |
|
|
|
33,024,894 |
|
Cash equivalents |
|
|
10,781,777 |
|
|
|
— |
|
|
|
— |
|
|
|
10,781,777 |
|
Total Assets |
|
$ |
10,781,777 |
|
|
$ |
— |
|
|
$ |
77,900,366 |
|
|
$ |
88,682,143 |
|
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.
13
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS (continued)
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 year ended December 31, 2023:
|
|
Debt |
|
|
Equity |
|
||
Balance at December 31, 2022 |
|
$ |
64,492,856 |
|
|
$ |
28,467,089 |
|
Accreted Discounts |
|
|
155,107 |
|
|
|
— |
|
Purchases1 |
|
|
4,267,105 |
|
|
|
— |
|
Sales and paydowns |
|
|
(17,041,962 |
) |
|
|
— |
|
Realized gain/(loss) |
|
|
(17,603,046 |
) |
|
|
(1,195,825 |
) |
Change in unrealized appreciation/(depreciation) |
|
|
10,605,412 |
|
|
|
5,753,630 |
|
Balance at December 31, 2023 |
|
$ |
44,875,472 |
|
|
$ |
33,024,894 |
|
Change in unrealized appreciation/(depreciation) |
|
$ |
(6,997,634 |
) |
|
$ |
4,557,805 |
|
1 Purchases of Debt include payment-in-kind (PIK) interest of $2,183,980.
During the year ended December 31, 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 year ended December 31, 2022:
|
|
Debt |
|
|
Equity |
|
||
Balance at December 31, 2021 |
|
$ |
71,475,125 |
|
|
$ |
8,095,290 |
|
Accreted Discounts |
|
|
72,964 |
|
|
|
— |
|
Purchases1 |
|
|
1,982,835 |
|
|
|
— |
|
Sales and paydowns |
|
|
(3,805,805 |
) |
|
|
— |
|
Change in unrealized appreciation/(depreciation) |
|
|
(5,232,263 |
) |
|
|
20,371,799 |
|
Balance at December 31, 2022 |
|
$ |
64,492,856 |
|
|
$ |
28,467,089 |
|
Change in unrealized appreciation/(depreciation) |
|
$ |
(5,232,263 |
) |
|
$ |
20,371,799 |
|
1 Purchases of Debt include payment-in-kind (PIK) $1,982,835.
During the year ended December 31, 2022, the Fund did not have any transfers between levels.
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 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 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
14
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS (continued)
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 December 31, 2023.
Investment |
|
Fair Value at |
|
|
Valuation |
|
Unobservable |
|
Range |
|
Weighted |
|
Impact to Valuation |
|
Debt |
|
$ |
24,809,804 |
|
|
Income Method |
|
Discount Rate |
|
13.6% to 16.5% |
|
15.1% |
|
Decrease |
Debt |
|
|
14,488,021 |
|
|
Market Method |
|
Revenue Multiple |
|
0.1x to 0.1x |
|
N/A |
|
Increase |
Debt |
|
|
5,577,647 |
|
|
Market Method |
|
EBITDA Multiple |
|
7.5x to 8.5x |
|
N/A |
|
Increase |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Debt |
|
$ |
44,875,472 |
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
$ |
33,024,894 |
|
|
Market Method |
|
EBITDA Multiple |
|
7.5x to 8.5x |
|
N/A |
|
Increase |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
$ |
33,024,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment |
|
$ |
77,900,366 |
|
|
|
|
|
|
|
|
|
|
|
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 |
|
Range |
|
Weighted |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
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:
15
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS (continued)
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).
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 December 31, 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.v
16
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS (continued)
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 December 31, 2023, 2022 and 2021 the Adviser was paid directly $1,765,923, $1,741,881, and $1,716,515, respectively, of which $24,042 and $25,366 were paid during the years ended December 31, 2023 and 2022, respectively. Since inception of the Fund through December 31, 2023, 2022 and 2021 the Fund has recognized $1,765,923, $1,741,881, and $1,716,515, respectively, of these fees.
On June 5, 2015, the Fund, as borrower entered into a Credit Facility with Cortland Capital Market Services LLC, as administrative agent and various financial institutions (the “Lending Group”) to make loans (Advances) to the Fund for the purpose of funding eligible investments. Effective August 21, 2015, the Credit Agreement was amended to increase the Credit Facility to $600 million (“Facility Amount”) from $500 million. The Commitment Period to make an Advance ends on the earlier of the end of the (i) Investment Period and (ii) the Facility Maturity Date. The Investment Period ended on June 5, 2018. The Facility Maturity Date is June 4, 2021 and may be extended pursuant to the Credit Agreement or end earlier if the Facility Amount is reduced to zero or the Advances automatically become due and payable. On April 30, 2021, the Fund terminated the Credit Facility and all Advances outstanding were repaid in full.
The lender has a priority interest in the interest, dividends and other cash flow received by the Fund (Interest Amounts) and proceeds attributable to the repayment or disposition of Portfolio Investments (Proceeds) received by the Fund as described in Note 4.
As of December 31, 2023, 2022 and 2021, there were no Advances outstanding.
Interest was payable at a rate equal to LIBOR plus 3.50% per annum (subject to a LIBOR floor of 1.50%) on the amount of Advances outstanding. The Fund received a rating from an approved rating agency commensurate with the rate of interest paid by the Fund. As of December 31, 2021, the all-in rate of interest was 5.00%.
Whenever the Fund was paid an origination, structuring, or similar upfront fee by the obligor of an eligible investment, the Lending Group was entitled to an origination fee equal to 0.75% of the eligible investment funded with the proceeds of Advances.
The summary information regarding the Credit Facility for the years ended December 31, 2023, 2022 and 2021 was as follows (dollar amounts in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
|
2022 |
|
|
2021 |
|
||||
Credit facility interest expense |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
246 |
|
Unused fees |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Administrative fees |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Origination expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Surveillance expense |
|
|
— |
|
|
|
— |
|
|
|
35 |
|
Total |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
281 |
|
Weighted average interest rate |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
5.00 |
% |
Average outstanding balance |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,933,212 |
|
17
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS (continued)
As of December 31, 2021, the Fund has complied with the covenant requirements detailed in the Credit Agreement.
The Fund had the following unfunded commitments and unrealized depreciation by investment as of December 31, 2023 and 2022:
|
|
|
|
|
|
|
||||||||||||||||
Unfunded Commitments |
|
Maturity/ Expiration |
|
Amount |
|
|
Unrealized Depreciation |
|
|
Amount |
|
|
Unrealized Depreciation |
|
||||||||
Retail & Animal Intermediate, LLC |
|
November 2025 |
|
$ |
|
1,704,375 |
|
|
$ |
|
1,704,375 |
|
|
$ |
|
3,787,500 |
|
|
$ |
|
— |
|
Total |
|
|
|
$ |
|
1,704,375 |
|
|
$ |
|
1,704,375 |
|
|
$ |
|
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 years ended December 31, 2023, 2022, 2021, 2020 and 2019:
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|||||
|
|
Members |
|
|
Members |
|
|
Members |
|
|
Members |
|
|
Members |
|
|||||
As a percentage of average members’ capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income ratio |
|
|
12.60 |
% |
|
|
6.75 |
% |
|
|
7.86 |
% |
|
|
12.56 |
% |
|
|
18.39 |
% |
Expense ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses |
|
|
0.37 |
% |
|
|
0.29 |
% |
|
|
0.41 |
% |
|
|
4.57 |
% |
|
|
5.44 |
% |
Total expense ratio |
|
|
0.37 |
% |
|
|
0.29 |
% |
|
|
0.41 |
% |
|
|
4.57 |
% |
|
|
5.44 |
% |
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%, 12.4%, 12.1%, 11.7%, and 12.2% through December 31, 2023, 2022, 2021, 2020 and 2019, 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 year 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.
18
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company):
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities of TCW Direct Lending Strategic Ventures LLC (the “Company”), including the schedule of investments, as of December 31, 2023 and 2022, the related statements of operations, changes in members’ capital, and cash flows for each of the three years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, the results of its operations, changes in members’ capital and cash flows for each of the three years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Company’s management and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Investments, at fair value – Level 3 Investment Valuations and Fair Value Measurements – Refer to Note 3
Critical Audit Matter Description
The Company held certain investments with fair values based on significant unobservable inputs that reflect management’s determination of assumptions that market participants might reasonably use in valuing the investments. These investments are classified as Level 3 investments under accounting principles generally accepted in the United States of America. These investments included debt and equity securities, each of which lack observable market prices. Such investments are valued based on specific pricing models, internal assumptions and the weighting of the available pricing inputs. A market approach is generally used to determine fair value of equity instruments and a discounted cash flow approach or enterprise value waterfall is generally used for debt instruments. Valuation may also include a shadow rating method. The fair value of the Company’s Level 3 investments was $77,900,366 as of December 31, 2023.
We identified the valuation of Level 3 investments as a critical audit matter because of the judgments necessary for management to select appropriate valuation techniques and to use significant unobservable inputs to estimate the fair value of the investment. Such
securities are valued based on specific pricing models, internal assumptions and the weighting of the available pricing inputs as determined by management. This required a high degree of auditor judgement and increased effort, including the need to involve our fair value specialists who possess significant quantitative and modeling expertise, to audit and evaluate the appropriateness of these models and internal assumptions and the weighting of the available pricing inputs in determining the fair value of these investments.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the valuation techniques and unobservable inputs used by management to estimate the fair value of Level 3 investments included the following, among others:
Los Angeles, California
We have served as the Company’s auditor since 2015.
ADMINISTRATION
ADMINISTRATOR
TCW Asset Management Company LLC
1251 Avenue of the Americas, Suite 4700
(212) 771-4000
PORTFOLIO MANAGER
Richard T. Miller
Group Managing Director
INDEPENDENT AUDITORS
Deloitte & Touche LLP
555 West 5th Street
CUSTODIAN
U.S. Bank National Association
U.S. Bank Tower
425 Walnut Street
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/5/24 | ||||
| Filed on: | 3/28/24 | |||
| 1/1/24 | ||||
| For Period end: | 12/31/23 | 8-K | ||
| 12/15/23 | ||||
| 6/5/23 | ||||
| 4/17/23 | ||||
| 12/31/22 | 10-K, NT 10-K | |||
| 7/29/22 | ||||
| 7/13/22 | ||||
| 6/13/22 | ||||
| 6/5/22 | ||||
| 2/1/22 | ||||
| 12/31/21 | 10-K, 10-K/A | |||
| 6/4/21 | ||||
| 4/30/21 | ||||
| 2/25/21 | ||||
| 12/31/20 | 10-K | |||
| 12/31/19 | 10-K, 10-K/A | |||
| 6/5/19 | ||||
| 6/5/18 | ||||
| 8/21/15 | ||||
| 6/5/15 | 8-K | |||
| 6/3/15 | ||||
| 5/26/15 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/11/23 TCW Direct Lending LLC 10-Q 3/31/23 65:19M Donnelley … Solutions/FA 4/12/21 TCW Direct Lending LLC 8-K:1,2,9 4/06/21 2:1.2M Donnelley … Solutions/FA 6/02/20 TCW Direct Lending LLC 8-K:1,2,9 5/27/20 2:57K Donnelley … Solutions/FA 3/20/20 TCW Direct Lending VII LLC 8-K:1,2,9 3/17/20 2:922K Donnelley … Solutions/FA 4/14/17 TCW Direct Lending LLC 8-K:1,2,9 4/10/17 2:974K Donnelley … Solutions/FA 6/10/15 TCW Direct Lending LLC 8-K:1,9 6/05/15 2:402K Donnelley … Solutions/FA 11/07/14 TCW Direct Lending LLC 10-Q 9/30/14 12:1.4M Donnelley … Solutions/FA 9/25/14 TCW Direct Lending LLC 8-K:1,2,3,9 9/15/14 2:82K Donnelley … Solutions/FA 4/18/14 TCW Direct Lending LLC 10-12G 2:352K Donnelley … Solutions/FA |