Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | TCW DIRECT LENDING LLC | |
Entity Central Index Key | 0001603480 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 18,034,649 | |
Entity Public Float | $ 0 | |
Entity File Number | 814-01069 | |
Entity Tax Identification Number | 46-5327366 | |
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 Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Document Annual Report | true | |
Document Transition Report | false | |
ICFR Auditor Attestation Flag | false | |
Documents Incorporated by Reference | TCW Direct Lending LLC will file with the Securities and Exchange Commission, not later than 120 days after the close of its fiscal year ended December 31, 2022 , a definitive proxy statement containing the information required to be disclosed under Part III of Form 10-K. | |
Auditor Firm ID | 34 | |
Auditor Location | Los Angeles, California, United States of America | |
Auditor Name | Deloitte & Touche LLP |
Consolidated Schedule of Invest
Consolidated Schedule of Investments - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | ||||
Amortized Cost | $ 1,053,171,431 | $ 1,090,866,804 | |||
Fair Value | 1,020,752,347 | 1,045,394,595 | |||
Net unrealized depreciation on unfunded commitments | 0 | (138,337) | |||
Liabilities in Excess of Other Assets | (627,537,291) | (655,951,784) | |||
Net Assets | $ 393,215,056 | $ 389,304,474 | |||
Debt | |||||
% of Net Assets | 89% | 87.80% | [1] | ||
Amortized Cost | $ 429,717,618 | $ 406,457,276 | [1] | ||
Fair Value | $ 349,861,119 | $ 341,742,002 | [1] | ||
Debt | Distributors | |||||
% of Net Assets | 5.80% | 6.80% | [1] | ||
Par Amount | [1] | $ 49,131,548 | |||
Amortized Cost | $ 47,823,660 | 45,399,402 | [1] | ||
Fair Value | $ 22,624,644 | $ 26,495,771 | [1] | ||
Debt | Distributors | Animal Supply Company, LLC | Term Loan | |||||
Acquisition Date | [2] | Aug. 14, 2020 | |||
Investment interest rate | [2] | 13.16% | |||
Investment interest, floor | [2] | 1% | |||
% of Net Assets | [2] | 5.80% | |||
Par Amount | [2] | $ 24,672,459 | |||
Maturity Date | [2] | Aug. 14, 2025 | |||
Amortized Cost | [2] | $ 24,672,459 | |||
Fair Value | [2] | $ 22,624,644 | |||
Debt | Distributors | Animal Supply Company, LLC | Term Loan | SOFR | |||||
Investment interest, basis spread variable rate | [2] | 8.50% | |||
Debt | Distributors | ASC Acquisition Holdings, LLC | Term Loan | |||||
Acquisition Date | [1],[3] | Aug. 14, 2020 | |||
Investment interest rate | [1],[3] | 9.50% | |||
Investment interest, floor | [1],[3] | 1% | |||
% of Net Assets | [1],[3] | 5.70% | |||
Par Amount | [1],[3] | $ 22,248,202 | |||
Maturity Date | [1],[3] | Aug. 14, 2025 | |||
Amortized Cost | [1],[3] | $ 22,248,202 | |||
Fair Value | [1],[3] | $ 22,248,202 | |||
Debt | Distributors | ASC Acquisition Holdings, LLC | Term Loan | LIBOR | |||||
Investment interest, basis spread variable rate | [1],[3] | 8.50% | |||
Debt | Distributors | Retail & Animal Intermediate, LLC | Subordinated Loan | |||||
Acquisition Date | Aug. 14, 2020 | [2],[4] | Aug. 14, 2020 | [1],[3],[5] | |
Investment interest rate | 7% | [2],[4] | 7% | [1],[3],[5] | |
% of Net Assets | 0% | [2],[4] | 1.10% | [1],[3],[5] | |
Par Amount | $ 28,849,033 | [2],[4] | $ 26,883,346 | [1],[3],[5] | |
Maturity Date | Nov. 14, 2025 | [2],[4] | Nov. 14, 2025 | [1],[3],[5] | |
Amortized Cost | $ 23,151,201 | [2],[4] | $ 23,151,200 | [1],[3],[5] | |
Fair Value | $ 0 | [2],[4] | $ 4,247,569 | [1],[3],[5] | |
Debt | Distributors | Retail & Animal Intermediate, LLC | Subordinated Loan | Fixed Coupon Rate | |||||
Investment interest rate | 7% | [2],[4] | 7% | [1],[3],[5] | |
Debt | Diversified Consumer Services | |||||
% of Net Assets | 9% | [6] | 9.10% | [1] | |
Par Amount | [1] | $ 35,532,774 | |||
Amortized Cost | $ 35,256,338 | 35,358,570 | [1] | ||
Fair Value | $ 35,383,037 | $ 35,532,774 | [1] | ||
Debt | Diversified Consumer Services | SSI Parent, LLC (fka School Specialty, Inc.) | Term Loan | |||||
Acquisition Date | Sep. 15, 2020 | [6] | Sep. 15, 2020 | [1],[7] | |
Investment interest rate | 12.43% | [6] | 9.25% | [1],[7] | |
Investment interest, floor | 1.25% | [6] | 1.25% | [1],[7] | |
% of Net Assets | 9% | [6] | 9.10% | [1],[7] | |
Par Amount | $ 35,383,037 | [6] | $ 35,532,774 | [1],[7] | |
Maturity Date | Dec. 29, 2026 | [6] | Sep. 15, 2025 | [1],[7] | |
Amortized Cost | $ 35,256,338 | [6] | $ 35,358,570 | [1],[7] | |
Fair Value | $ 35,383,037 | [6] | $ 35,532,774 | [1],[7] | |
Debt | Diversified Consumer Services | SSI Parent, LLC (fka School Specialty, Inc.) | Term Loan | LIBOR | |||||
Investment interest, basis spread variable rate | [1],[7] | 8% | |||
Debt | Diversified Consumer Services | SSI Parent, LLC (fka School Specialty, Inc.) | Term Loan | SOFR | |||||
Investment interest, basis spread variable rate | [6] | 8% | |||
Debt | Diversified Financial Services | |||||
% of Net Assets | 0.70% | 0.70% | [1] | ||
Par Amount | [1] | $ 10,321,164 | |||
Amortized Cost | $ 1,927,484 | 2,441,944 | [1] | ||
Fair Value | $ 2,604,562 | $ 2,807,357 | [1] | ||
Debt | Diversified Financial Services | Guardia LLC | Revolver | |||||
Acquisition Date | Jul. 02, 2018 | [2],[4] | Jul. 02, 2018 | [1],[3],[5] | |
Investment interest rate | 11.38% | [2],[4] | 8.75% | [1],[3],[5] | |
Investment interest, floor | 1.50% | [2],[4] | 1.50% | [1],[3],[5] | |
% of Net Assets | 0.70% | [2],[4] | 0.70% | [1],[3],[5] | |
Par Amount | $ 11,679,652 | [2],[4] | $ 10,321,164 | [1],[3],[5] | |
Maturity Date | Jul. 02, 2023 | [2],[4] | Jul. 02, 2023 | [1],[3],[5] | |
Amortized Cost | $ 1,927,484 | [2],[4] | $ 2,441,944 | [1],[3],[5] | |
Fair Value | $ 2,604,562 | [2],[4] | $ 2,807,357 | [1],[3],[5] | |
Debt | Diversified Financial Services | Guardia LLC | LIBOR | Revolver | |||||
Investment interest, basis spread variable rate | 7.25% | [2],[4] | 7.25% | [1],[3],[5] | |
Debt | Hotels, Restaurants & Leisure | |||||
% of Net Assets | 1.70% | 2.20% | [1] | ||
Par Amount | [1] | $ 8,635,037 | |||
Amortized Cost | $ 6,715,899 | 8,635,037 | [1] | ||
Fair Value | $ 6,715,899 | $ 8,635,037 | [1] | ||
Debt | Hotels, Restaurants & Leisure | Ruby Tuesday Operations LLC | Term Loan | |||||
Acquisition Date | Feb. 24, 2021 | [6] | Feb. 24, 2021 | [1],[7] | |
Investment interest rate | 16.06% | [6] | 13.25% | [1],[7] | |
Investment interest, floor | 1.25% | [6] | 1.25% | [1],[7] | |
Investment interest, PIK | 6% | [6] | 6% | [1],[7] | |
% of Net Assets | 1.70% | [6] | 2.20% | [1],[7] | |
Par Amount | $ 6,715,899 | [6] | $ 8,635,037 | [1],[7] | |
Maturity Date | Feb. 24, 2025 | [6] | Feb. 24, 2025 | [1],[7] | |
Amortized Cost | $ 6,715,899 | [6] | $ 8,635,037 | [1],[7] | |
Fair Value | $ 6,715,899 | [6] | $ 8,635,037 | [1],[7] | |
Debt | Hotels, Restaurants & Leisure | Ruby Tuesday Operations LLC | Term Loan | LIBOR | |||||
Investment interest, basis spread variable rate | 12% | [6] | 12% | [1],[7] | |
Debt | Household Durables | |||||
% of Net Assets | 4.90% | 4.90% | [1] | ||
Par Amount | [1] | $ 18,837,323 | |||
Amortized Cost | $ 19,442,034 | 18,835,935 | [1] | ||
Fair Value | $ 19,442,726 | $ 18,837,323 | [1] | ||
Debt | Household Durables | Cedar Electronics Holdings, Corp. | Term Loan | |||||
Acquisition Date | May 19, 2015 | [6] | May 19, 2015 | [1],[7] | |
Investment interest rate | 12.07% | [6] | 9.50% | [1],[7] | |
Investment interest, floor | 1.50% | [6] | 1.50% | [1],[7] | |
% of Net Assets | 3.80% | [6] | 3.90% | [1],[7] | |
Par Amount | $ 15,126,452 | [6] | $ 15,126,452 | [1],[7] | |
Maturity Date | Dec. 18, 2023 | [6] | Dec. 18, 2023 | [1],[7] | |
Amortized Cost | $ 15,125,760 | [6] | $ 15,125,064 | [1],[7] | |
Fair Value | $ 15,126,452 | [6] | $ 15,126,452 | [1],[7] | |
Debt | Household Durables | Cedar Electronics Holdings, Corp. | Term Loan | LIBOR | |||||
Investment interest, basis spread variable rate | 8% | [6] | 8% | [1],[7] | |
Debt | Household Durables | Cedar Electronics Holdings, Corp. | Incremental Term Loan | |||||
Acquisition Date | Jan. 30, 2019 | [6] | Jan. 30, 2019 | [1],[7] | |
Investment interest rate | 15% | [6] | 15% | [1],[7] | |
% of Net Assets | 1.10% | [6] | 1% | [1],[7] | |
Par Amount | $ 4,316,274 | [6] | $ 3,710,871 | [1],[7] | |
Maturity Date | Dec. 18, 2023 | [6] | Dec. 18, 2023 | [1],[7] | |
Amortized Cost | $ 4,316,274 | [6] | $ 3,710,871 | [1],[7] | |
Fair Value | $ 4,316,274 | [6] | $ 3,710,871 | [1],[7] | |
Debt | Household Durables | Cedar Electronics Holdings, Corp. | Incremental Term Loan | Fixed Coupon Rate | |||||
Investment interest rate | 15% | [6] | 15% | [1],[7] | |
Debt | Industrial Conglomerates | |||||
% of Net Assets | 31% | 18.30% | [1] | ||
Par Amount | [1] | $ 113,536,293 | |||
Amortized Cost | $ 130,170,471 | 113,435,148 | [1] | ||
Fair Value | $ 121,802,785 | $ 71,300,792 | [1] | ||
Debt | Industrial Conglomerates | H-D Advanced Manufacturing Company | Term Loan | |||||
Acquisition Date | Jun. 30, 2015 | Jun. 30, 2015 | [1] | ||
Investment interest rate | 12.92% | 10% | [1] | ||
Investment interest, floor | 1.50% | 1.50% | [1] | ||
% of Net Assets | 31% | 18.30% | [1] | ||
Par Amount | $ 130,270,359 | $ 113,536,293 | [1] | ||
Maturity Date | Nov. 12, 2025 | Jan. 01, 2023 | [1] | ||
Amortized Cost | $ 130,170,471 | $ 113,435,148 | [1] | ||
Fair Value | $ 121,802,785 | $ 71,300,792 | [1] | ||
Debt | Industrial Conglomerates | H-D Advanced Manufacturing Company | Term Loan | LIBOR | |||||
Investment interest, basis spread variable rate | [1] | 8.50% | |||
Debt | Industrial Conglomerates | H-D Advanced Manufacturing Company | Term Loan | SOFR | |||||
Investment interest, basis spread variable rate | 8.50% | ||||
Debt | Metals & Mining | |||||
% of Net Assets | 24.80% | 32.80% | [1] | ||
Par Amount | [1] | $ 139,564,973 | |||
Amortized Cost | $ 144,312,810 | 132,071,162 | [1] | ||
Fair Value | $ 97,651,261 | $ 127,580,722 | [1] | ||
Debt | Metals & Mining | Pace Industries, Inc. | Revolver | |||||
Acquisition Date | [6] | Oct. 07, 2022 | |||
Investment interest rate | [6] | 12.96% | |||
Investment interest, floor | [6] | 1.50% | |||
% of Net Assets | [6] | 2.20% | |||
Par Amount | [6] | $ 8,616,757 | |||
Maturity Date | [6] | Jun. 01, 2025 | |||
Amortized Cost | [6] | $ 8,616,757 | |||
Fair Value | [6] | $ 8,616,757 | |||
Debt | Metals & Mining | Pace Industries, Inc. | LIBOR | Revolver | |||||
Investment interest, basis spread variable rate | [6] | 8.25% | |||
Debt | Metals & Mining | Pace Industries, Inc. | Term Loan | |||||
Acquisition Date | Jun. 01, 2020 | [6] | Jun. 01, 2020 | [1],[7] | |
Investment interest rate | 12.85% | [6] | 9.75% | [1],[7] | |
Investment interest, floor | 1.50% | [6] | 1.50% | [1],[7] | |
Investment interest, PIK | [1],[7] | 2.25% | |||
% of Net Assets | 14.60% | [6] | 13.90% | [1],[7] | |
Par Amount | $ 57,579,326 | [6] | $ 53,963,182 | [1],[7] | |
Maturity Date | Jun. 01, 2025 | [6] | Jun. 01, 2025 | [1],[7] | |
Amortized Cost | $ 57,558,184 | [6] | $ 53,933,292 | [1],[7] | |
Fair Value | $ 57,579,326 | [6] | $ 53,963,182 | [1],[7] | |
Debt | Metals & Mining | Pace Industries, Inc. | Term Loan | LIBOR | |||||
Investment interest, basis spread variable rate | 8.25% | [6] | 8.25% | [1],[7] | |
Debt | Metals & Mining | Pace Industries, Inc. | HoldCo Term Loan | |||||
Acquisition Date | Jun. 01, 2020 | [4],[6] | Jun. 01, 2020 | [1],[5],[7] | |
Investment interest rate | 6.74% | [4],[6] | 3.50% | [1],[5],[7] | |
Investment interest, floor | 1.50% | [4],[6] | 1.50% | [1],[5],[7] | |
% of Net Assets | 8% | [4],[6] | 18.90% | [1],[5],[7] | |
Par Amount | $ 89,108,152 | [4],[6] | $ 85,601,791 | [1],[5],[7] | |
Maturity Date | Jun. 01, 2040 | [4],[6] | Jun. 01, 2040 | [1],[5],[7] | |
Amortized Cost | $ 78,137,869 | [4],[6] | $ 78,137,870 | [1],[5],[7] | |
Fair Value | $ 31,455,178 | [4],[6] | $ 73,617,540 | [1],[5],[7] | |
Debt | Metals & Mining | Pace Industries, Inc. | HoldCo Term Loan | LIBOR | |||||
Investment interest, basis spread variable rate | 2% | [4],[6] | 2% | [1],[5],[7] | |
Debt | Pharmaceuticals | |||||
% of Net Assets | 11.10% | 13% | [1] | ||
Par Amount | [1] | $ 50,401,023 | |||
Amortized Cost | $ 44,068,922 | 50,280,078 | [1] | ||
Fair Value | $ 43,636,205 | $ 50,552,226 | [1] | ||
Debt | Pharmaceuticals | Noramco, LLC | Term Loan | |||||
Acquisition Date | Jul. 01, 2016 | Jul. 01, 2016 | [1] | ||
Investment interest rate | 12.13% | 9.38% | [1] | ||
Investment interest, floor | 1% | 1% | [1] | ||
Investment interest, PIK | 0.38% | 0.38% | [1] | ||
% of Net Assets | 11.10% | 13% | [1] | ||
Par Amount | $ 44,121,541 | $ 50,401,023 | [1] | ||
Maturity Date | Dec. 31, 2023 | Dec. 31, 2023 | [1] | ||
Amortized Cost | $ 44,068,922 | $ 50,280,078 | [1] | ||
Fair Value | $ 43,636,205 | $ 50,552,226 | [1] | ||
Debt | Pharmaceuticals | Noramco, LLC | Term Loan | LIBOR | |||||
Investment interest, basis spread variable rate | 8.38% | 8.38% | [1] | ||
Equity | |||||
% of Net Assets | 42.20% | 39.50% | |||
Amortized Cost | $ 118,155,523 | $ 134,479,807 | |||
Fair Value | $ 165,592,938 | $ 153,722,872 | |||
Equity | Distributors | |||||
% of Net Assets | 0% | 0% | |||
Shares | 224,156 | ||||
Amortized Cost | $ 1,572,727 | $ 1,572,727 | |||
Fair Value | $ 0 | $ 0 | |||
Equity | Distributors | Animal Supply Holdings, LLC | Class A Common | |||||
% of Net Assets | 0% | [2],[4],[8],[9] | 0% | [3],[5],[10],[11] | |
Shares | 224,156 | [2],[4],[8],[9] | 224,156 | [3],[5],[10],[11] | |
Amortized Cost | $ 1,572,727 | [2],[4],[8],[9] | $ 1,572,727 | [3],[5],[10],[11] | |
Fair Value | $ 0 | [2],[4],[8],[9] | $ 0 | [3],[5],[10],[11] | |
Equity | Diversified Consumer Services | |||||
% of Net Assets | 11.50% | 3.30% | |||
Shares | 1,246,438 | ||||
Amortized Cost | $ 8,588,876 | $ 8,473,161 | |||
Fair Value | $ 45,009,949 | $ 12,784,146 | |||
Equity | Diversified Consumer Services | SSI Parent, LLC (fka School Specialty, Inc.) | Class A Preferred Stock | |||||
% of Net Assets | 3.30% | [4],[6],[8],[12] | 3.10% | [5],[7],[10],[13] | |
Shares | 806,264 | [4],[6],[8],[12] | 806,264 | [5],[7],[10],[13] | |
Amortized Cost | $ 8,062,637 | [4],[6],[8],[12] | $ 8,062,637 | [5],[7],[10],[13] | |
Fair Value | $ 13,061,335 | [4],[6],[8],[12] | $ 12,093,956 | [5],[7],[10],[13] | |
Equity | Diversified Consumer Services | SSI Parent, LLC (fka School Specialty, Inc.) | Class B Preferred Stock | |||||
% of Net Assets | 1.20% | [4],[6],[8],[12] | 0.20% | [5],[7],[10],[13] | |
Shares | 359,474 | [4],[6],[8],[12] | 359,474 | [5],[7],[10],[13] | |
Amortized Cost | $ 356,635 | [4],[6],[8],[12] | $ 356,635 | [5],[7],[10],[13] | |
Fair Value | $ 4,529,373 | [4],[6],[8],[12] | $ 690,190 | [5],[7],[10],[13] | |
Equity | Diversified Consumer Services | SSI Parent, LLC (fka School Specialty, Inc.) | Common Stock | |||||
% of Net Assets | 7% | [4],[6],[8],[12] | 0% | [5],[7],[10],[13] | |
Shares | 80,700 | [4],[6],[8],[12] | 80,700 | [5],[7],[10],[13] | |
Amortized Cost | $ 53,889 | [4],[6],[8],[12] | $ 53,889 | [5],[7],[10],[13] | |
Fair Value | $ 27,419,241 | [4],[6],[8],[12] | $ 0 | [5],[7],[10],[13] | |
Equity | Diversified Consumer Services | Guardia LLC | Preferred Equity | |||||
% of Net Assets | [2],[4],[8],[12] | 0% | |||
Shares | [2],[4],[8],[12] | 115,715 | |||
Amortized Cost | [2],[4],[8],[12] | $ 115,715 | |||
Fair Value | [2],[4] | $ 0 | |||
Equity | Hotels, Restaurants & Leisure | |||||
% of Net Assets | 5.80% | 6.30% | |||
Shares | 6,388,532 | ||||
Amortized Cost | $ 5,333,708 | $ 5,133,708 | |||
Fair Value | $ 22,762,949 | $ 24,335,835 | |||
Equity | Hotels, Restaurants & Leisure | RT Holdings Parent, LLC | Class A Units | |||||
% of Net Assets | 4.90% | [4],[6],[8] | 5.40% | [5],[7],[10] | |
Shares | 5,475,885 | [4],[6],[8] | 5,475,885 | [5],[7],[10] | |
Amortized Cost | $ 5,133,708 | [4],[6],[8] | $ 5,133,708 | [5],[7],[10] | |
Fair Value | $ 19,103,720 | [4],[6],[8] | $ 20,859,289 | [5],[7],[10] | |
Equity | Hotels, Restaurants & Leisure | RT Holdings Parent, LLC | Warrant | |||||
% of Net Assets | 0.80% | [4],[6],[8] | 0.90% | [5],[7],[10] | |
Shares | 912,647 | [4],[6],[8] | 912,647 | [5],[7],[10] | |
Amortized Cost | $ 0 | [4],[6],[8] | $ 0 | [5],[7],[10] | |
Fair Value | $ 3,184,225 | [4],[6],[8] | $ 3,476,546 | [5],[7],[10] | |
Warrants and Rights Outstanding, Maturity Date | Dec. 21, 2027 | [4],[6],[8] | Dec. 21, 2027 | [5],[7],[10] | |
Equity | Hotels, Restaurants & Leisure | RT Holdings Parent, LLC | Class P-1 Units | |||||
% of Net Assets | [4],[6],[8] | 0.10% | |||
Shares | [4],[6],[8] | 105,624 | |||
Amortized Cost | [4],[6],[8] | $ 133,086 | |||
Fair Value | [4],[6],[8] | $ 368,005 | |||
Equity | Hotels, Restaurants & Leisure | RT Holdings Parent, LLC | Class P-2 Units | |||||
% of Net Assets | [4],[6],[8] | 0% | |||
Shares | [4],[6],[8] | 53,104 | |||
Amortized Cost | [4],[6],[8] | $ 66,914 | |||
Fair Value | [4],[6],[8] | $ 106,999 | |||
Equity | Household Durables | |||||
% of Net Assets | 3% | 4.80% | |||
Shares | 12,497,990 | ||||
Amortized Cost | $ 9,187,902 | $ 9,187,902 | |||
Fair Value | $ 11,753,031 | $ 18,517,955 | |||
Equity | Household Durables | Cedar Ultimate Parent, LLC | Class A Preferred Units | |||||
% of Net Assets | 3% | [4],[6],[8] | 4.20% | [5],[7],[10] | |
Shares | 9,297,990 | [4],[6],[8] | 9,297,990 | [5],[7],[10] | |
Amortized Cost | $ 9,187,902 | [4],[6],[8] | $ 9,187,902 | [5],[7],[10] | |
Fair Value | $ 11,753,031 | [4],[6],[8] | $ 16,255,955 | [5],[7],[10] | |
Equity | Household Durables | Cedar Ultimate Parent, LLC | Class E Common Units | |||||
% of Net Assets | 0% | [4],[6],[8] | 0% | [5],[7],[10] | |
Shares | 300,000 | [4],[6],[8] | 300,000 | [5],[7],[10] | |
Amortized Cost | $ 0 | [4],[6],[8] | $ 0 | [5],[7],[10] | |
Fair Value | $ 0 | [4],[6],[8] | $ 0 | [5],[7],[10] | |
Equity | Household Durables | Cedar Ultimate Parent, LLC | Class D Preferred Units | |||||
% of Net Assets | 0% | [4],[6],[8] | 0.60% | [5],[7],[10] | |
Shares | 2,900,000 | [4],[6],[8] | 2,900,000 | [5],[7],[10] | |
Amortized Cost | $ 0 | [4],[6],[8] | $ 0 | [5],[7],[10] | |
Fair Value | $ 0 | [4],[6],[8] | $ 2,262,000 | [5],[7],[10] | |
Equity | Metals & Mining | |||||
% of Net Assets | 0% | 0% | |||
Shares | 917,418 | ||||
Amortized Cost | $ 2,110,522 | $ 2,110,522 | |||
Fair Value | $ 0 | $ 0 | |||
Equity | Metals & Mining | Pace Industries, Inc. | Common Stock | |||||
% of Net Assets | 0% | [4],[6],[8] | 0% | [5],[7],[10] | |
Shares | 971,418 | [4],[6],[8] | 971,418 | [5],[7],[10] | |
Amortized Cost | $ 2,110,522 | [4],[6],[8] | $ 2,110,522 | [5],[7],[10] | |
Fair Value | $ 0 | [4],[6],[8] | $ 0 | ||
Equity | Investment Funds & Vehicles | |||||
% of Net Assets | 21.40% | 22.60% | |||
Shares | 102,320 | ||||
Amortized Cost | $ 84,880,000 | $ 101,520,000 | |||
Fair Value | $ 84,141,713 | $ 88,334,811 | |||
Equity | Investment Funds & Vehicles | TCW Direct Lending Strategic Ventures | Common Membership Interests | |||||
% of Net Assets | 0% | [4],[6],[14] | 0% | [5],[7],[15] | |
Shares | 800 | [4],[6],[14] | 800 | [5],[7],[15] | |
Amortized Cost | $ 0 | [4],[6],[14] | $ 0 | [5],[7],[15] | |
Fair Value | $ 0 | [4],[6],[14] | $ 0 | [5],[7],[15] | |
Equity | Investment Funds & Vehicles | TCW Direct Lending Strategic Ventures | Preferred Membership Interests | |||||
% of Net Assets | 21.40% | [6],[14] | 22.60% | [7],[15] | |
Shares | 84,880 | [6],[14] | 101,520 | [7],[15] | |
Amortized Cost | $ 84,880,000 | [6],[14] | $ 101,520,000 | [7],[15] | |
Fair Value | $ 84,141,713 | [6],[14] | $ 88,334,811 | [7],[15] | |
Equity | Technologies Hardware, Storage and Peripherals | |||||
% of Net Assets | 0.50% | 2.50% | |||
Shares | 1,766,327 | ||||
Amortized Cost | $ 6,481,788 | $ 6,481,787 | |||
Fair Value | $ 1,925,296 | $ 9,750,125 | |||
Equity | Technologies Hardware, Storage and Peripherals | Quantum Corporation | Common Stock | |||||
% of Net Assets | 0.50% | [4] | 2.50% | [5] | |
Shares | 1,766,327 | [4] | 1,766,327 | [5] | |
Amortized Cost | $ 6,481,788 | [4] | $ 6,481,787 | [5] | |
Fair Value | $ 1,925,296 | [4] | $ 9,750,125 | [5] | |
Debt & Equity Investments | |||||
% of Net Assets | 131.20% | 127.30% | [16] | ||
Amortized Cost | $ 547,873,141 | $ 540,937,083 | [16] | ||
Fair Value | $ 515,454,057 | $ 495,464,874 | [16] | ||
Cash Equivalents | |||||
% of Net Assets | 1.10% | ||||
Amortized Cost | $ 4,223,290 | ||||
Fair Value | $ 4,223,290 | ||||
Cash Equivalents | First American Government Obligation Fund | |||||
% of Net Assets | 1.10% | ||||
Shares | 4,223,290 | ||||
Amortized Cost | $ 4,223,290 | ||||
Fair Value | $ 4,223,290 | ||||
U.S. Treasury Bill | |||||
% of Net Assets | 127.40% | 141.30% | |||
Shares | 510,000,000 | 550,000,000 | |||
Amortized Cost | $ 501,075,000 | $ 549,929,721 | |||
Fair Value | $ 501,075,000 | $ 549,929,721 | |||
Short-Term Investments | |||||
% of Net Assets | 127.40% | 141.30% | |||
Shares | 550,000,000 | ||||
Amortized Cost | $ 501,075,000 | $ 549,929,721 | |||
Fair Value | $ 501,075,000 | $ 549,929,721 | |||
[1] Certain debt investments are subject to contractual restrictions on resale, such as approval of the agent or borrower. As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, between 5 % and 25 % of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2021 and 2022 along with transactions during the year ended December 31, 2022 in these affiliated investments are as follows: Name of Investment Fair Value at Gross Addition Gross Reduction Realized Gains Net Change in Fair Value at Interest/Dividend/ Animal Supply Holdings LLC Class A Common $ — $ — $ — $ — $ — $ — $ — ASC Acquisition Holdings LLC Term Loan - 9.50 % 22,248,202 2,473,422 ( 49,166 ) — ( 2,047,814 ) 22,624,644 2,508,518 Guardia LLC (fka Carrier & Technology, LLC) Revolver - 8.75 % 2,807,357 — ( 514,460 ) — 311,665 2,604,562 — PNI Litigation Trust (fka Guardia) Preferred Equity — 115,715 — — ( 115,715 ) — — Retail and Animal Intermediate Subordinated Loan - 7.00 % 4,247,569 — — — ( 4,247,569 ) — 1,338 Total Non-Controlled Affiliated Investments $ 29,303,128 $ 2,589,137 $ ( 563,626 ) $ — $ ( 6,099,433 ) $ 25,229,206 $ 2,509,855 As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, between 5 % and 25 % of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2020 and 2021 along with transactions during the year ended December 31, 2021 in these affiliated investments are as follows: Name of Investment Fair Value at Gross Gross Realized Net Change in Fair Value at Interest/ Animal Supply Holdings LLC Class A Common $ — $ — $ — $ — $ — $ — $ — ASC Acquisition Holdings LLC Term Loan - 9.50 % 20,398,360 2,046,507 ( 196,665 ) — — 22,248,202 2,265,018 Carrier & Technology, LLC Common Stock — — — — — — — Carrier & Technology Holdings, LLC Term Loan— 11.75 % — 231,174 ( 1,369,948 ) ( 41,407,285 ) 42,546,059 — 231,174 Guardia LLC (fka Carrier & Technology, LLC) Revolver - 8.75 % 5,782,424 133,991 — ( 7,361,653 ) 4,252,595 2,807,357 68,403 Guardia LLC (fka Carrier & Technology Solutions, LLC) Term loan— 8.75 % — 669,510 — ( 10,057,378 ) 9,387,868 — 421,861 Retail and Animal Intermediate Subordinated Loan - 7.00 % 9,617,957 — ( 275,366 ) — ( 5,095,022 ) 4,247,569 ( 267,358 ) Total Non-Controlled Affiliated Investments $ 35,798,741 $ 3,081,182 $ ( 1,841,979 ) $ ( 58,826,316 ) $ 51,091,500 $ 29,303,128 $ 2,719,098 Non-income producing. Non-income producing. As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled person” of the Company because the Company owns, either directly or indirectly, 25 % or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2021 and 2022 along with transactions during the year ended December 31, 2022 in these controlled investments are as follows: Name of Investment Fair Value at Gross Addition Gross Reduction Realized Gains Net Change Fair Value at Interest/Dividend/ Cedar Electronics Holdings, Corp Incremental Term Loan - 15.00 % $ 3,710,871 $ 605,403 $ — $ — $ — $ 4,316,274 $ 613,223 Cedar Electronics Holdings, Corp Term Loan - 9.50 % 15,126,452 696 — — ( 696 ) 15,126,452 1,806,572 Cedar Ultimate Parent, LLC Class A Preferred Unit 16,255,955 — — — ( 4,502,924 ) 11,753,031 — Cedar Ultimate Parent, LLC Class D Preferred Unit 2,262,000 — — — ( 2,262,000 ) — — Cedar Ultimate Parent, LLC Class E Preferred Unit — — — — — — — Pace Industries, Inc. Common Stock — — — — — — — Pace Industries, Inc. Term Loan - 3.50 % 73,617,540 — — — ( 42,162,362 ) 31,455,178 55,064 Pace Industries, Inc. Term Loan - 9.75 % 53,963,182 3,624,893 — — ( 8,749 ) 57,579,326 5,867,755 Pace Industries, LLC Revolver Opco 8,616,757 — — — 8,616,757 38,972 RT Holdings Parent, LLC Class A Unit 20,859,289 — — — ( 1,755,569 ) 19,103,720 — RT Holdings Parent, LLC Warrant 3,476,546 — — — ( 292,321 ) 3,184,225 — Ruby Tuesday Operations, LLC Term Loan - 13.25 % 8,635,037 469,635 ( 2,388,773 ) — — 6,715,899 1,623,615 Ruby Tuesday P-1 Units — 133,087 — — 234,918 368,005 — Ruby Tuesday P-2 Units — 66,914 — — 40,085 106,999 — SSI Parent, LLC (fka School Specialty, Inc.) Common Stock — — — — 27,419,241 27,419,241 — SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock A 12,093,956 — — — 967,379 13,061,335 — SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock B 690,190 — — — 3,839,183 4,529,373 — SSI Parent, LLC (fka School Specialty, Inc.) Term Loan - 9.25 % 35,532,773 46,673 ( 148,903 ) — ( 47,506 ) 35,383,037 3,692,955 TCW Direct Lending Strategic Ventures LLC Common Membership Interests — — — — — — — TCW Direct Lending Strategic Ventures LLC Preferred Membership Interests 88,334,811 — ( 16,640,000 ) — 12,446,902 84,141,713 5,200,000 Total Controlled Affiliated Investments $ 334,558,602 $ 13,564,058 $ ( 19,177,676 ) $ — $ ( 6,084,419 ) $ 322,860,565 $ 18,898,156 As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled person” of the Company because the Company owns, either directly or indirectly, 25 % or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2020 and 2021 along with transactions during the year ended December 31, 2021 in these controlled investments are as follows: Name of Investment Fair Value at Gross Gross Realized Net Fair Value at Interest/ Cedar Electronics Holdings, Corp Incremental Term Loan - 15.00 % $ 3,177,284 $ 533,587 $ — $ — $ — $ 3,710,871 $ 550,844 Cedar Electronics Holdings, Corp Term Loan - 9.50 % 20,795,847 1,560 ( 5,669,395 ) — ( 1,560 ) 15,126,452 2,008,188 Cedar Ultimate Parent, LLC Class A Preferred Unit 9,598,036 — — 6,657,919 16,255,955 — Cedar Ultimate Parent, LLC Class D Preferred Unit — — — — 2,262,000 2,262,000 — Cedar Ultimate Parent, LLC Class E Preferred Unit — — — — — — — Pace Industries, Inc. Common Stock — — — — — — — Pace Industries, Inc. Term Loan - 3.50 % 66,352,141 — ( 19,165 ) — 7,284,564 73,617,540 39,519 Pace Industries, Inc. Term Loan - 9.75 % 52,749,501 1,222,430 — — ( 8,749 ) 53,963,182 5,515,898 RT Holdings Parent, LLC Class A Unit — 5,133,708 — — 15,725,581 20,859,289 — RT Holdings Parent, LLC Warrant — — — — 3,476,546 3,476,546 — Ruby Tuesday Operations, LLC Term Loan - 13.25 % — 15,211,786 ( 6,576,749 ) — — 8,635,037 1,519,814 SSI Parent, LLC (fka School Specialty, Inc.) Common Stock — — — — — — — SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock A 4,386,075 — — — 7,707,881 12,093,956 — SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock B — — — — 690,190 690,190 — SSI Parent, LLC (fka School Specialty, Inc.) Term Loan - 9.25 % 34,562,488 1,054,673 ( 37,116 ) — ( 47,271 ) 35,532,774 3,459,729 TCW Direct Lending Strategic Ventures LLC Common Membership Interests — — — — — — — TCW Direct Lending Strategic Ventures LLC Preferred Membership Interests 138,889,888 — ( 63,680,000 ) — 13,124,923 88,334,811 7,200,000 Total Controlled Affiliated Investments $ 330,511,260 $ 23,157,744 $ ( 75,982,425 ) $ — $ 56,872,023 $ 334,558,602 $ 20,293,992 All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933, and may be deemed “restricted securities” under the Securities Act. As of December 31, 2022, the aggregate fair value of these securities was $ 79,525,929 , or 7.8 % of the Company’s total assets. Holding of Animal Supply Holdings, LLC Class A units are held through TCW DL ASH LLC, a special purpose vehicle. All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933 and may be deemed “restricted securities” under the Securities Act. As of December 31, 2021, the aggregate fair value of these securities was $ 55,637,936 , or 5.3 % of the Company’s total assets. Holding of Animal Supply Holdings, LLC Class A units are held through TCW DL ASH LLC, a special purpose vehicle. Holdings of SSI Parent, LLC (fka School Specialty, Inc.) Class A & B preferred stock and common stock are held through TCW DL SSP LLC, a special purpose vehicle. Holdings of Carrier & Technology Holdings, LLC common stock are held through TCW DL CTH LLC, a special purpose vehicle. The investment is not a qualifying asset as defined in Section 55(a) under the Investment Company Act of 1940, as amended. A business development company may not acquire an asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70 % of the company’s total assets. As of December 31, 2022, $ 84,141,713 or 8.2 % of the Company’s total assets were represented by “non-qualifying assets.” The investment is not a qualifying asset as defined in Section 55(a) under the Investment Company Act of 1940, as amended. A business development company may not acquire an asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70 % of the company’s total assets. As of December 31, 2021, $ 88,334,811 or 8.4 % of the Company’s total assets were represented by “non-qualifying assets.” The fair value of the Quantum Corporation Common Stock held by the Company is based on the quoted market price of the issuer’s stock as of December 31, 2021 . Such common stock is considered to be a Level 1 security within the Fair Value Hierarchy. Otherwise, the fair value of each debt and equity investment was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.” |
Consolidated Schedule of Inve_2
Consolidated Schedule of Investments (Parenthetical) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | ||||
% of Net Assets | 100% | 100% | |||
Percentage of net unrealized depreciation on unfunded commitments | 0% | 0% | |||
Percentage of liabilities in excess of other assets | (159.60%) | (168.50%) | |||
Percentage of minimum qualifying assets | 70% | 70% | |||
Non-qualifying assets | $ 84,141,713 | $ 88,334,811 | |||
Percentage of non-qualifying assets | 8.20% | 8.40% | |||
Aggregate fair value on restricted securities | $ 79,525,929 | $ 55,637,936 | |||
Percentage of restricted securities on net assets | 7.80% | 5.30% | |||
Other Than Government Securities | |||||
Aggregate acquisitions of investments | $ 33,038,685 | $ 23,027,564 | |||
Aggregate dispositions of investments | $ 26,229,218 | $ 241,550,432 | |||
United States | |||||
Percentage of portfolio breakdown on investment | 100% | 100% | |||
Cash Equivalents | |||||
% of Net Assets | 1.10% | ||||
U.S. Treasury Bill | |||||
Percentage of yield on investment | 4.53% | 0.09% | |||
% of Net Assets | 127.40% | 141.30% | |||
Investments | |||||
% of Net Assets | 259.60% | 268.50% | |||
Non-Controlled Affiliated Investments | |||||
Fair Value | $ 29,303,128 | $ 35,798,741 | |||
Gross Addition | 2,589,137 | [1] | 3,081,182 | [2] | |
Gross Reduction | (563,626) | [3] | (1,841,979) | [4] | |
Realized Gains (Losses) | 0 | (58,826,316) | |||
Net Change in Unrealized Appreciation/ (Depreciation) | 6,099,433 | 51,091,500 | |||
Fair Value | 25,229,206 | 29,303,128 | |||
Interest/Dividend/ Other income | $ 2,509,855 | $ 2,719,098 | |||
Non-Controlled Affiliated Investments | Minimum | |||||
Percentage of voting interests on investment securities owned | 5% | 5% | |||
Non-Controlled Affiliated Investments | Maximum | |||||
Percentage of voting interests on investment securities owned | 25% | 25% | |||
Controlled Affiliated Investments | |||||
Fair Value | $ 334,558,602 | $ 330,511,260 | |||
Gross Addition | 13,564,058 | [5] | 23,157,744 | [6] | |
Gross Reduction | (19,177,676) | [7] | (75,982,425) | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | 6,084,419 | 56,872,023 | |||
Fair Value | 322,860,565 | 334,558,602 | |||
Interest/Dividend/ Other income | $ 18,898,156 | $ 20,293,992 | |||
Controlled Affiliated Investments | Minimum | |||||
Percentage of voting interests on investment securities owned | 25% | 25% | |||
First American Government Obligation Fund | Cash Equivalents | |||||
Percentage of yield on investment | 4.06% | ||||
% of Net Assets | 1.10% | ||||
Animal Supply Company, LLC | Non-Controlled Affiliated Investments | Class A Common | |||||
Fair Value | $ 0 | $ 0 | |||
Gross Addition | 0 | [1] | 0 | [2] | |
Gross Reduction | 0 | [3] | 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 | |||
ASC Acquisition Holdings, LLC | Non-Controlled Affiliated Investments | Term Loan | |||||
Fair Value | 22,248,202 | 20,398,360 | |||
Gross Addition | 2,473,422 | [1] | 2,046,507 | [2] | |
Gross Reduction | (49,166) | [3] | (196,665) | [4] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | 2,047,814 | 0 | |||
Fair Value | 22,624,644 | 22,248,202 | |||
Interest/Dividend/ Other income | $ 2,508,518 | $ 2,265,018 | |||
Investment interest rate | 9.50% | 9.50% | |||
Carrier & Technology, LLC | Non-Controlled Affiliated Investments | Common Stock | |||||
Fair Value | $ 0 | $ 0 | |||
Gross Addition | [2] | 0 | |||
Gross Reduction | [4] | 0 | |||
Realized Gains (Losses) | 0 | ||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | ||||
Fair Value | 0 | ||||
Interest/Dividend/ Other income | 0 | ||||
Cedar Electronics Holdings, Corp. | Controlled Affiliated Investments | Term Loan | |||||
Fair Value | 15,126,452 | 20,795,847 | |||
Gross Addition | 696 | [5] | 1,560 | [6] | |
Gross Reduction | 0 | [7] | (5,669,395) | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | (696) | (1,560) | |||
Fair Value | 15,126,452 | 15,126,452 | |||
Interest/Dividend/ Other income | $ 1,806,572 | $ 2,008,188 | |||
Investment interest rate | 9.50% | 9.50% | |||
Cedar Electronics Holdings, Corp. | Controlled Affiliated Investments | Incremental Term Loan | |||||
Fair Value | $ 3,710,871 | $ 3,177,284 | |||
Gross Addition | 605,403 | [5] | 533,587 | [6] | |
Gross Reduction | 0 | [7] | 0 | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | 0 | |||
Fair Value | 4,316,274 | 3,710,871 | |||
Interest/Dividend/ Other income | $ 613,223 | $ 550,844 | |||
Investment interest rate | 15% | 15% | |||
Guardia LLC (fka Carrier & Technology, LLC) | Non-Controlled Affiliated Investments | Revolver | |||||
Fair Value | $ 2,807,357 | $ 5,782,424 | |||
Gross Addition | 0 | [1] | 133,991 | [2] | |
Gross Reduction | (514,460) | [3] | 0 | [4] | |
Realized Gains (Losses) | 0 | (7,361,653) | |||
Net Change in Unrealized Appreciation/ (Depreciation) | 311,665 | 4,252,595 | |||
Fair Value | 2,604,562 | 2,807,357 | |||
Interest/Dividend/ Other income | $ 0 | $ 68,403 | |||
Investment interest rate | 8.75% | 8.75% | |||
Guardia LLC (fka Carrier & Technology Solutions, LLC) | Non-Controlled Affiliated Investments | Term Loan | |||||
Fair Value | $ 0 | $ 0 | |||
Gross Addition | [2] | 669,510 | |||
Gross Reduction | [4] | 0 | |||
Realized Gains (Losses) | (10,057,378) | ||||
Net Change in Unrealized Appreciation/ (Depreciation) | 9,387,868 | ||||
Fair Value | 0 | ||||
Interest/Dividend/ Other income | $ 421,861 | ||||
Investment interest rate | 8.75% | ||||
PNI Litigation Trust (fka Guardia) | Non-Controlled Affiliated Investments | Preferred Equity | |||||
Fair Value | 0 | ||||
Gross Addition | [1] | 115,715 | |||
Gross Reduction | [3] | 0 | |||
Realized Gains (Losses) | 0 | ||||
Net Change in Unrealized Appreciation/ (Depreciation) | (115,715) | ||||
Fair Value | 0 | $ 0 | |||
Interest/Dividend/ Other income | 0 | ||||
Retail & Animal Intermediate, LLC | Non-Controlled Affiliated Investments | Subordinated Loan | |||||
Fair Value | 4,247,569 | 9,617,957 | |||
Gross Addition | 0 | [1] | 0 | [2] | |
Gross Reduction | 0 | [3] | (275,366) | [4] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | (4,247,569) | (5,095,022) | |||
Fair Value | 0 | 4,247,569 | |||
Interest/Dividend/ Other income | $ (1,338) | $ (267,358) | |||
Investment interest rate | 7% | 7% | |||
Carrier & Technology Holdings, LLC | Non-Controlled Affiliated Investments | Term Loan | |||||
Fair Value | $ 0 | $ 0 | |||
Gross Addition | [2] | 231,174 | |||
Gross Reduction | [4] | (1,369,948) | |||
Realized Gains (Losses) | (41,407,285) | ||||
Net Change in Unrealized Appreciation/ (Depreciation) | 42,546,059 | ||||
Fair Value | 0 | ||||
Interest/Dividend/ Other income | $ 231,174 | ||||
Investment interest rate | 11.75% | ||||
Cedar Ultimate Parent, LLC | Controlled Affiliated Investments | Class A Preferred Units | |||||
Fair Value | 16,255,955 | $ 9,598,036 | |||
Gross Addition | [5] | 0 | |||
Gross Reduction | 0 | [7] | 0 | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | (4,502,924) | 6,657,919 | |||
Fair Value | 11,753,031 | 16,255,955 | |||
Interest/Dividend/ Other income | 0 | 0 | |||
Cedar Ultimate Parent, LLC | Controlled Affiliated Investments | Class D Preferred Units | |||||
Fair Value | 2,262,000 | 0 | |||
Gross Addition | 0 | [5] | 0 | [6] | |
Gross Reduction | 0 | [7] | 0 | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | (2,262,000) | 2,262,000 | |||
Fair Value | 0 | 2,262,000 | |||
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 | [6] | |
Gross Reduction | 0 | [7] | 0 | [8] | |
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 | [6] | |
Gross Reduction | 0 | [7] | 0 | [8] | |
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 | 73,617,540 | 66,352,141 | |||
Gross Addition | 0 | [5] | 0 | [6] | |
Gross Reduction | 0 | [7] | (19,165) | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | 42,162,362 | 7,284,564 | |||
Fair Value | 31,455,178 | 73,617,540 | |||
Interest/Dividend/ Other income | $ 55,064 | $ 39,519 | |||
Investment interest rate | 3.50% | 3.50% | |||
Pace Industries, Inc. | Controlled Affiliated Investments | Term Loan - 9.75% | |||||
Fair Value | $ 53,963,182 | $ 52,749,501 | |||
Gross Addition | 3,624,893 | [5] | 1,222,430 | [6] | |
Gross Reduction | 0 | [7] | 0 | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | (8,749) | (8,749) | |||
Fair Value | 57,579,326 | 53,963,182 | |||
Interest/Dividend/ Other income | $ 5,867,755 | $ 5,515,898 | |||
Investment interest rate | 9.75% | 9.75% | |||
Pace Industries, LLC | Controlled Affiliated Investments | Revolver Opco | |||||
Gross Addition | [5] | $ 8,616,757 | |||
Gross Reduction | [7] | 0 | |||
Realized Gains (Losses) | 0 | ||||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | ||||
Fair Value | 8,616,757 | ||||
Interest/Dividend/ Other income | 38,972 | ||||
RT Holdings Parent, LLC | Controlled Affiliated Investments | Class A Units | |||||
Fair Value | 20,859,289 | $ 0 | |||
Gross Addition | 0 | [5] | 5,133,708 | [6] | |
Gross Reduction | 0 | [7] | 0 | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | 1,755,569 | 15,725,581 | |||
Fair Value | 19,103,720 | 20,859,289 | |||
Interest/Dividend/ Other income | 0 | 0 | |||
RT Holdings Parent, LLC | Controlled Affiliated Investments | Warrant | |||||
Fair Value | 3,476,546 | 0 | |||
Gross Addition | 0 | [5] | 0 | [6] | |
Gross Reduction | 0 | [7] | 0 | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | 292,321 | 3,476,546 | |||
Fair Value | 3,184,225 | 3,476,546 | |||
Interest/Dividend/ Other income | 0 | 0 | |||
Ruby Tuesday Operations LLC | Controlled Affiliated Investments | Class P-1 Units | |||||
Fair Value | 0 | ||||
Gross Addition | [5] | 133,087 | |||
Gross Reduction | [7] | 0 | |||
Realized Gains (Losses) | 0 | ||||
Net Change in Unrealized Appreciation/ (Depreciation) | 234,918 | ||||
Fair Value | 368,005 | 0 | |||
Interest/Dividend/ Other income | 0 | ||||
Ruby Tuesday Operations LLC | Controlled Affiliated Investments | Class P-2 Units | |||||
Fair Value | 0 | ||||
Gross Addition | [5] | 66,914 | |||
Gross Reduction | [7] | 0 | |||
Realized Gains (Losses) | 0 | ||||
Net Change in Unrealized Appreciation/ (Depreciation) | 40,085 | ||||
Fair Value | 106,999 | 0 | |||
Interest/Dividend/ Other income | 0 | ||||
Ruby Tuesday Operations LLC | Controlled Affiliated Investments | Term Loan | |||||
Fair Value | 8,635,037 | 0 | |||
Gross Addition | 469,635 | [5] | 15,211,786 | [6] | |
Gross Reduction | (2,388,773) | [7] | (6,576,749) | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | 0 | 0 | |||
Fair Value | 6,715,899 | 8,635,037 | |||
Interest/Dividend/ Other income | $ 1,623,615 | $ 1,519,814 | |||
Investment interest rate | 13.25% | 13.25% | |||
SSI Parent, LLC (fka School Specialty, Inc.) | Controlled Affiliated Investments | Class A Preferred Stock | |||||
Fair Value | $ 12,093,956 | $ 4,386,075 | |||
Gross Addition | 0 | [5] | 0 | [6] | |
Gross Reduction | 0 | [7] | 0 | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | 967,379 | 7,707,881 | |||
Fair Value | 13,061,335 | 12,093,956 | |||
Interest/Dividend/ Other income | 0 | 0 | |||
SSI Parent, LLC (fka School Specialty, Inc.) | Controlled Affiliated Investments | Class B Preferred Stock | |||||
Fair Value | 690,190 | 0 | |||
Gross Addition | 0 | [5] | 0 | [6] | |
Gross Reduction | 0 | [7] | 0 | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | 3,839,183 | 690,190 | |||
Fair Value | 4,529,373 | 690,190 | |||
Interest/Dividend/ Other income | 0 | 0 | |||
SSI Parent, LLC (fka School Specialty, Inc.) | Controlled Affiliated Investments | Common Stock | |||||
Fair Value | 0 | 0 | |||
Gross Addition | 0 | [5] | 0 | [6] | |
Gross Reduction | 0 | [7] | 0 | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | 27,419,241 | 0 | |||
Fair Value | 27,419,241 | 0 | |||
Interest/Dividend/ Other income | 0 | 0 | |||
SSI Parent, LLC (fka School Specialty, Inc.) | Controlled Affiliated Investments | Term Loan | |||||
Fair Value | 35,532,773 | 34,562,488 | |||
Gross Addition | 46,673 | [5] | 1,054,673 | [6] | |
Gross Reduction | (148,903) | [7] | (37,116) | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | (47,506) | (47,271) | |||
Fair Value | 35,383,037 | 35,532,774 | |||
Interest/Dividend/ Other income | $ 3,692,955 | $ 3,459,729 | |||
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 | [6] | |
Gross Reduction | 0 | [7] | 0 | [8] | |
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 | 88,334,811 | 138,889,888 | |||
Gross Addition | 0 | [5] | 0 | [6] | |
Gross Reduction | (16,640,000) | [7] | (63,680,000) | [8] | |
Realized Gains (Losses) | 0 | 0 | |||
Net Change in Unrealized Appreciation/ (Depreciation) | 12,446,902 | 13,124,923 | |||
Fair Value | 84,141,713 | 88,334,811 | |||
Interest/Dividend/ Other income | $ 5,200,000 | $ 7,200,000 | |||
[1] Gross additions include new purchases, PIK income and amortization of original issue and market discounts. Gross additions include new purchases, PIK income and amortization of original issue and market discounts. Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium. Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium. Gross additions include new purchases, PIK income and amortization of original issue and market discounts. Gross additions include new purchases, PIK income and amortization of original issue and market discounts. Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium. Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium. |
Consolidated Statements of Asse
Consolidated Statements of Assets and Liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Investments, at fair value | ||
Fair Value | $ 1,020,752,347 | $ 1,045,394,595 |
Cash and cash equivalents | 4,223,000 | 8,532,000 |
Short-term investments | 501,075,000 | 549,930,000 |
Interest receivable | 1,665,000 | 1,608,000 |
Deferred financing costs | 120,000 | 498,000 |
Prepaid and other assets | 52,000 | 73,000 |
Total Assets | 1,022,589,000 | 1,056,106,000 |
Liabilities | ||
Payable for short-term investments purchased | 501,075,000 | 549,930,000 |
Credit facility payable | 126,250,000 | 115,250,000 |
Management fees payable | 999,000 | 1,055,000 |
Interest and credit facility expense payable | 721,000 | 267,000 |
Unrealized depreciation on unfunded commitments | 0 | 138,000 |
Other accrued expenses and other liabilities | 329,000 | 162,000 |
Total Liabilities | 629,374,000 | 666,802,000 |
Members’ Capital | ||
Common Unitholders’ commitment: (20,134,698 units issued and outstanding) | 1,803,465,000 | 2,013,470,000 |
Common Unitholders’ undrawn commitment: (20,134,698 units issued and outstanding) | 199,120,000 | 409,125,000 |
Common Unitholders’ return of capital | 1,112,130,000 | 1,099,503,000 |
Common Unitholders’ offering costs | 853,000 | 853,000 |
Accumulated Common Unitholders’ tax reclassification | 13,904,000 | 13,901,000 |
Common Unitholders’ capital | 477,458,000 | 490,088,000 |
Accumulated loss | (84,243,000) | (100,784,000) |
Total Members’ Capital | 393,215,000 | 389,304,000 |
Total Liabilities and Members’ Capital | $ 1,022,589,000 | $ 1,056,106,000 |
Net Asset Value Per Unit (accrual base) (Note 9) | $ 32.84 | $ 39.65 |
Non-controlled/non-affiliated investments | ||
Investments, at fair value | ||
Fair Value | $ 167,364,000 | $ 131,603,000 |
Non-Controlled Affiliated Investments | ||
Investments, at fair value | ||
Fair Value | 25,229,000 | 29,303,000 |
Controlled Affiliated Investments | ||
Investments, at fair value | ||
Fair Value | $ 322,861,000 | $ 334,559,000 |
Consolidated Statements of As_2
Consolidated Statements of Assets and Liabilities (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Amortized Cost | $ 1,053,171,431 | $ 1,090,866,804 |
Common unitholder's commitment units issued | 18,034,649 | 20,134,698 |
Common unitholder's commitment units outstanding | 18,034,649 | 20,134,698 |
Common unitholder's undrawn commitment units issued | 18,034,649 | 20,134,698 |
Common unitholder's undrawn commitment units outstanding | 18,034,649 | 20,134,698 |
Non-controlled/non-affiliated investments | ||
Amortized Cost | $ 180,721,000 | $ 170,197,000 |
Non-Controlled Affiliated Investments | ||
Amortized Cost | 51,440,000 | 49,414,000 |
Controlled Affiliated Investments | ||
Amortized Cost | $ 315,712,000 | $ 321,326,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Interest income paid-in-kind | $ 24,367 | $ 15,362 | $ 32,912 |
Total investment income | 43,224 | 47,832 | 102,407 |
Interest and credit facility expenses | 5,648 | 4,777 | 11,863 |
Management fees | 4,015 | 5,293 | 7,511 |
Interest expense on repurchase transactions | 1,566 | 152 | 40 |
Professional fees | 679 | 610 | 931 |
Administrative fees | 629 | 766 | 942 |
Directors’ fees | 327 | 320 | 320 |
Other expenses | 204 | 211 | 339 |
Total expenses | 13,068 | 12,129 | 21,946 |
Net investment income | 30,156 | 35,703 | 80,461 |
Net realized (loss) gain | (51,815) | (3,475) | |
Net realized gain on short-term investments | 63 | 13 | 17 |
Net realized and unrealized gain (loss) on investments | 13,255 | 68,326 | (74,764) |
Net increase in Members' Capital from operations | $ 43,411 | $ 104,029 | $ 5,697 |
Income per unit | $ 2.41 | $ 5.17 | $ 0.28 |
Non-controlled/non-affiliated investments | |||
Interest income | $ 4,879 | $ 14,802 | $ 31,641 |
Interest income paid-in-kind | 16,929 | 9,919 | 17,323 |
Dividend income | 0 | 0 | 217 |
Other fee income | 8 | 98 | 90 |
Net realized (loss) gain | 0 | 6,998 | 213 |
Net change in unrealized appreciation/(depreciation) | 25,375 | 12,177 | (34,429) |
Non-Controlled Affiliated Investments | |||
Interest income | 11 | 579 | 3,946 |
Interest income paid-in-kind | 2,474 | 2,117 | 3,716 |
Other fee income | 25 | 23 | 16 |
Net realized (loss) gain | 0 | (58,826) | (709) |
Net change in unrealized appreciation/(depreciation) | (6,099) | 51,092 | (21,798) |
Controlled affiliated investments | |||
Interest income | 8,609 | 9,664 | 11,515 |
Interest income paid-in-kind | 4,964 | 3,326 | 11,873 |
Dividend income | 5,200 | 7,200 | 22,000 |
Other fee income | 125 | 104 | 70 |
Net realized (loss) gain | 0 | 0 | (2,996) |
Net change in unrealized appreciation/(depreciation) | $ (6,084) | $ 56,872 | $ (15,062) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Members' Capital - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Members’ Capital Beginning Balance | $ 389,304 | $ 568,275 | $ 874,228 |
Net Increase (Decrease) in Members’ Capital Resulting from Operations: | |||
Net investment income | 30,156 | 35,703 | 80,461 |
Net realized (loss) gain | (51,815) | (3,475) | |
Net realized gain on investments | 63 | 13 | 17 |
Net change in unrealized appreciation/(depreciation) on investments | 13,192 | 120,141 | (71,289) |
Distributions to Members from: | |||
Distributable earnings | (26,873) | (38,000) | (75,397) |
Return of capital | (12,627) | (245,000) | (236,253) |
Total Decrease in Members’ Capital for the year end | 3,911 | (178,971) | (305,953) |
Tax reclassification of Members' Capital | 0 | 0 | 0 |
Members’ Capital Ending Balance | 393,215 | 389,304 | 568,275 |
Common Unitholders' Capital | |||
Members’ Capital Beginning Balance | 490,088 | 735,256 | 971,647 |
Net Increase (Decrease) in Members’ Capital Resulting from Operations: | |||
Net investment income | 0 | 0 | 0 |
Net realized (loss) gain | 0 | 0 | |
Net realized gain on investments | 0 | ||
Net change in unrealized appreciation/(depreciation) on investments | 0 | 0 | 0 |
Distributions to Members from: | |||
Distributable earnings | 0 | 0 | 0 |
Return of capital | (12,627) | (245,000) | (236,253) |
Total Decrease in Members’ Capital for the year end | (12,627) | (245,000) | (236,253) |
Tax reclassification of Members' Capital | (3) | (168) | (138) |
Members’ Capital Ending Balance | 477,458 | 490,088 | 735,256 |
Accumulated Earnings (Loss) | |||
Members’ Capital Beginning Balance | (100,784) | (166,981) | (97,419) |
Net Increase (Decrease) in Members’ Capital Resulting from Operations: | |||
Net investment income | 30,156 | 35,703 | 80,461 |
Net realized (loss) gain | (51,815) | (3,475) | |
Net realized gain on investments | 63 | ||
Net change in unrealized appreciation/(depreciation) on investments | 13,192 | 120,141 | (71,289) |
Distributions to Members from: | |||
Distributable earnings | (26,873) | (38,000) | (75,397) |
Return of capital | 0 | 0 | 0 |
Total Decrease in Members’ Capital for the year end | 16,538 | 66,029 | (69,700) |
Tax reclassification of Members' Capital | 3 | 168 | 138 |
Members’ Capital Ending Balance | $ (84,243) | $ (100,784) | $ (166,981) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities | |||
Net increase in net assets resulting from operations | $ 43,411 | $ 104,029 | $ 5,697 |
Adjustments to reconcile the net increase in net assets resulting from operations to net cash provided by operating activities: | |||
Purchases of investments | (8,672) | (7,665) | (120,726) |
Purchases of short-term investments | (501,075) | (549,930) | (599,748) |
Interest income paid in-kind | (24,367) | (15,362) | (32,912) |
Proceeds from sales and paydowns of investments | 26,229 | 241,550 | 416,888 |
Proceeds from sales of short-term investments | 549,930 | 599,748 | 0 |
Net realized loss on investments | 0 | 51,828 | 3,492 |
Change in net unrealized (appreciation)/depreciation on investments | (13,192) | (120,141) | 71,289 |
Amortization of premium and accretion of discount, net | (126) | (981) | (4,009) |
Amortization of deferred financing costs | 857 | 1,620 | 1,474 |
Increase (decrease) in operating assets and liabilities: | |||
(Increase) decrease in interest receivable | (57) | 3,752 | 2,067 |
(Increase) decrease in prepaid and other assets | 21 | 9 | (1) |
Increase (decrease) in payable for short-term investments purchased | (48,855) | (49,818) | 599,748 |
Increase (decrease) in interest and credit facility expense payable | 454 | (190) | 346 |
Increase (decrease) in management fees payable | (56) | (643) | (396) |
Increase (decrease) in other accrued expenses and liabilities | 167 | (193) | (417) |
Net cash provided by operating activities | 24,669 | 257,613 | 342,792 |
Cash Flows from Financing Activities | |||
Return of capital | (12,627) | (245,000) | (236,253) |
Distributions to Members | (26,873) | (38,000) | (75,397) |
Deferred financing costs paid | (478) | (883) | (1,999) |
Proceeds from credit facility | 11,000 | 0 | 353,000 |
Repayments of credit facility | 0 | 0 | (601,815) |
Net cash used in financing activities | (28,978) | (283,883) | (562,464) |
Net decrease in cash and cash equivalents | (4,309) | (26,270) | (219,672) |
Cash and cash equivalents, beginning of period | 8,532 | 34,802 | 254,474 |
Cash and cash equivalents, end of period | 4,223 | 8,532 | 34,802 |
Supplemental and non-cash financing activities | |||
Interest expense paid | $ 4,020 | $ 2,985 | $ 8,857 |
N-2
N-2 | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Entity Central Index Key | 0001603480 |
Amendment Flag | false |
Securities Act File Number | 814-01069 |
Document Type | 10-K |
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 Well-known Seasoned Issuer | No |
Entity Emerging Growth Company | false |
Financial Highlights [Abstract] | |
Senior Securities, Note [Text Block] | Senior Securities We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of Preferred Units senior to the Common Units, if our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. While any Preferred Units or, in certain limited circumstances, debt securities are outstanding, we may be prohibited from making distributions to Common Unitholders or repurchasing Common Units unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for generally up to 60 days without regard to the 200% asset coverage requirement described above. Finally, (i) Preferred Units must have the same voting rights as the Common Units (one unit, one vote), and (ii) holders of the Preferred Units (the “Preferred Unitholders”) must have the right, as a class, to appoint two directors to the board of directors. |
General Description of Registrant [Abstract] | |
Risk Factors [Table Text Block] | ITE M 1A. RISK FACTORS An investment in our securities involves certain risks relating to our structure and investment objective. The risks set forth below are not the only risks we face, and we face other risks which we have not yet identified, which we do not currently deem material or which are not yet predictable. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our net asset value could decline, and you may lose all or part of your investment. RISKS RELATED TO OUR BUSINESS Market and geopolitical events could materially and adversely affect certain of our portfolio companies, and could materially and adversely affect our business, financial condition, results of operations and cash flows. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Our business and operations, as well as the business and operations of our portfolio companies, may be materially adversely affected by inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics, epidemics, terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, social and political discord or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects. Any such event(s) could have a significant adverse impact on our business and operations, and on the business and operations of our portfolio companies. The novel coronavirus (COVID-19) global pandemic and the aggressive responses taken by many governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines or similar restrictions, as well as the forced or voluntary closure of, or operational changes to, many retail and other businesses, had negative impacts, and in many cases severe negative impacts, on markets worldwide. It is not known how long such impacts, or any future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may have a material, adverse impact on our business and operations, and on the business and operations of our portfolio companies. Disruption and Instability in Capital Markets. The U.S. and global capital markets experienced extreme volatility and disruption in recent years, leading to recessionary conditions and depressed levels of consumer and commercial spending. For instance, recent failures in the banking sector have caused significant disruption and volatility in U.S. and global markets. In addition, uncertainty related to the global outbreak of COVID-19, the partial U.S. government shutdown in December 2018 and January 2019, U.S. trade policies and the withdrawal of the United Kingdom from the European Union have previously led to disruption and instability in the global markets. Disruptions in the capital markets increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. We cannot assure you that these conditions will not worsen. If conditions worsen, a prolonged period of market illiquidity could have a material adverse effect on our business, financial condition and results of operations. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations, limit our ability to grow and negatively impact our operating results. In addition, to the extent that recessionary conditions return, the financial results of small to mid-sized companies, like those in which we invest, will likely experience deterioration, which could ultimately lead to difficulty in meeting debt service requirements and an increase in defaults. Additionally, the end markets for certain of our portfolio companies’ products and services have experienced, and continue to experience, negative economic trends. The performances of certain of our portfolio companies have been, and may continue to be, negatively impacted by these economic or other conditions, which may ultimately result in: • our receipt of a reduced level of interest income from our portfolio companies; • decreases in the value of collateral securing some of our loans and the value of our equity investments; and • ultimately, losses or change-offs related to our investments. On January 31, 2020, the United Kingdom officially withdrew from the European Union (a process now commonly referred to as “Brexit”). Brexit has already resulted in periods of volatility in European and global financial markets. There remains significant market uncertainty regarding Brexit's ramifications, and the range and potential implications of possible political, regulatory, economic and market outcomes are difficult to predict. In the longer term, there is likely to be a period of significant political, regulatory and commercial uncertainty as the United Kingdom seeks to negotiate the terms of its future trading relationships. The United Kingdom and European economies and the broader global economy could be significantly impacted. Brexit may also cause additional member states to contemplate departing from the European Union, which would likely perpetuate political and economic instability in the region and cause additional market disruption in global financial markets. Russia’s invasion of Ukraine in February 2022, the resulting responses by the U.S. and other countries, and the potential for wider conflict, have increased and may continue to increase volatility and uncertainty in financial markets worldwide. The U.S. and other countries have imposed broad-ranging economic sanctions on Russia and Russian entities and individuals, and may impose additional sanctions, including on other countries that provide military or economic support to Russia. The invasion may widen beyond Ukraine and may escalate, including through retaliatory actions and cyberattacks by Russia and even other countries. These events may result in further and significant market disruptions and may adversely affect regional and global economies. Furthermore, the conflict between Russia and Ukraine and the varying involvement of the United States and other NATO countries could present material uncertainty and risk with respect to us and the performance of our investments or operations, and our ability to achieve our investment objectives. Additionally, to the extent that third parties, investors, or related customer bases have material operations or assets in Russia or Ukraine, they may have adverse consequences related to the ongoing conflict. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. In addition, the political reunification of China and Taiwan, over which China continues to claim sovereignty, is a highly complex issue that has included threats of invasion by China. Political or economic disturbances (including an attempted unification of Taiwan by force), any economic sanctions implemented in response, and any escalation of hostility between China and Taiwan would likely have a significant adverse impact on economies, markets and individual securities globally. Historical Performance. The investment philosophy and techniques used by the Adviser to manage a BDC may differ from the investment philosophy and techniques it previously employed in identifying and managing past investments. Accordingly, there can be no assurance that the Adviser will replicate the historical performance of other investment funds with which it has been affiliated. As a result, our investment returns could be substantially lower than the returns achieved by such other investment funds. Dependence on Key Personnel and Other Management. Unitholders have no right or power to participate in the management of the Company and may not receive detailed financial information regarding investments that is available to the Adviser. An investor in the Company must rely upon the ability of the Adviser (including the Private Credit Team and other investment professionals of the Adviser) to identify, structure and implement investments consistent with our investment objectives and policies. Accordingly, our success is dependent on the Adviser’s ability to retain and motivate highly qualified professionals. The loss of services of Richard T. Miller, Suzanne Grosso, Mark Gertzof and/or James S. Bold could have an adverse effect on our business, financial condition or results of operations. Our future success also depends on the Adviser’s ability to identify, hire, train and retain other highly qualified and experienced investment and management professionals. Competition for such professionals is significant, and there can be no assurance that the Adviser will be able to attract or retain other highly qualified professionals in the future. The inability of the Adviser to attract and retain such professionals could have a material adverse effect upon our business, financial condition or results of operations. Economic Interest of the Adviser. Because the Adviser will be compensated in part on a basis tied to our performance, the Adviser may have an incentive to make investments that are risky or speculative. No Assurance of Profits . There is no assurance that we will be able to generate returns for our investors or that the returns will be commensurate with the risks of investing in the types of companies and transactions described herein. The marketability and value of any of our investments will depend upon many factors beyond our control. We will incur organizational expenses, Management Fees and other operating expenses which may exceed our income, and a Unitholder could lose the entire amount of its contributed capital. Therefore, a prospective investor should only invest in the Company if such investor can withstand a total loss of his or her investment. The past investment performance of the entities and accounts with which the Adviser and its investment professionals have been associated cannot be taken to guarantee future results of any investment in the Company. Effect of Fees and Expenses on Returns . We pay Management Fees and Incentive Fees to the Adviser and generally bear our other Company Expenses. Generally, other than the Incentive Fee, fees and expenses will be paid regardless of whether we produce positive investment returns. The fees and expenses will reduce the actual returns to Unitholders, the distributions we make to Unitholders, and the overall value of the Unitholders’ investment. In addition, because the Management Fees payable by us to the Adviser will be calculated based on average gross assets of the Company on a consolidated basis, including the amortized cost of portfolio investments purchased with borrowed funds and other forms of leverage, the Adviser may be incentivized to use leverage, but will not utilize more than is permitted by applicable law or regulation. Under certain circumstances, the use of leverage may increase the likelihood of default, which would impair the value of the Units. Regulations Governing our Operation as a BDC . We may issue debt securities or Preferred Units and/or borrow money from banks or other financial institutions, which are collectively referred to herein as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act currently in force, we will be permitted, as a BDC, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 200% (or 150% as described below under “— Additional Leverage”) of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. Also, any amounts that we use to service our indebtedness would not be available for distributions to our Unitholders. Furthermore, as a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss. If we issue Preferred Units, the Preferred Units would rank “senior” to the Units in our capital structure, the Preferred Unitholders would have separate voting rights on certain matters and might have other rights, preferences, or privileges more favorable than those of the Unitholders. In addition, as a regulated BDC under the 1940 Act we may, among other things, be prohibited from knowingly participating in certain transactions with our affiliates without the prior approval of the members of our board of directors who are not interested persons and, in some cases, prior approval by the SEC through an exemptive order (other than in certain limited situations pursuant to current regulatory guidance). The Adviser has obtained exemptive relief from the SEC that, subject to certain conditions and limitations, permits us and other funds advised by the Adviser or certain affiliates of the Adviser (referred to herein as “potential co-investment funds”) to engage in certain co-investment transactions. Under the exemptive relief, in the case where the interest in a particular investment opportunity exceeds the size of the opportunity, then the investment opportunity will be allocated among us, Fund VII and any other potential co-investment funds based on available capital, which generally is determined based on the amount of cash on hand, existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and other investment policies and restrictions set from time to time by the board or other governing body of the relevant fund or imposed by applicable laws, rules, regulations or interpretations. Prior to August 2020, the Advisor calculated “available capital” based primarily on uncalled capital commitments and then-available borrowings for each fund or account. However, with a view toward more equitable and stable allocations going forward, the Advisor, as of August 2020, adjusted its policy to calculate “available capital” primarily on anticipated fund or account size (including total investor commitments and reasonably expected leverage). We incur significant costs as a result of being registered under the Exchange Act . We incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting, which requires significant resources and management oversight. We have implemented and may continue to implement procedures, processes, policies and practices for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We have incurred and expect to incur significant annual expenses related to these steps and directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, additional administrative expenses payable to the Administrator to compensate it for hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses associated with being a public company. Borrowing Money . The use of leverage magnifies the potential for gain or loss on amounts invested and, therefore, increases the risks associated with investing in the Company. Subject to the borrowing limitation imposed on us by the 1940 Act, the Company and any wholly owned subsidiary of the Company has and may continue to borrow from or issue senior debt securities to banks, insurance companies and other lenders. Our lenders will have fixed dollar claims on our assets that are superior to the claims of the Unitholders, and we would expect such lenders to seek recovery against our assets in the event of a default. If the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Leverage is generally considered a speculative investment technique. Our ability to service any debt that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which will include all of our borrowings and any Preferred Units that we may issue in the future, of at least 200% (or 150% as described below under “—Additional Leverage”). If this ratio declines below 200%, we may not be able to incur additional debt, which could have a material adverse effect on our operations. The amount of leverage that we employ will depend on the Adviser’s assessment of market and other factors at the time of any proposed borrowing. There can be no assurance that we will be able to obtain credit at all or on terms acceptable to us. In addition, our existing credit facilities impose, and future debt facilities into which we may enter would likely impose, financial and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code. In particular, it is anticipated that the credit facility would contain certain financial covenants, which may include requiring us to maintain a minimum amount of equity supporting the credit facility or comply with certain collateral quality and coverage tests. Additional Leverage . As a BDC, under the Investment Company Act we generally are not permitted to incur borrowings, issue debt securities or issue preferred stock unless immediately after the borrowing or issuance the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 200% or, if certain requirements, which are described below, are met, 150%. Pursuant to Section 61(a) of the 1940 Act, BDCs may reduce the minimum asset coverage ratio from 200% to 150%, subject to certain approval requirements (including either stockholder approval or approval of the “required majority,” as such term is defined in Section 57(o) of the Investment Company Act), certain disclosure requirements and, in the case of a BDC that is not an issuer of common equity securities that are listed on a national securities exchange, such as the Company, the requirement that the BDC must extend to each person that is a stockholder as of the date of an approval described above the opportunity (which may include a tender offer) to sell the securities held by that stockholder as of that applicable approval date, with 25% of those securities to be repurchased in each of the four calendar quarters following the calendar quarter in which that applicable approval date takes place. As a result, BDCs may be able to incur additional indebtedness in the future, and the risks associated with an investment in BDCs may increase. Failure to Qualify as a RIC . We will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Code. To qualify as a RIC under Subchapter M of the Code, we must meet certain source-of-income, asset diversification and distribution requirements. The distribution requirement for a RIC is satisfied if we distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to the Unitholders on an annual basis. Because we have incurred debt, we are subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax. To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in the Company having to dispose of certain investments quickly in order to qualify as a RIC, or to prevent the loss of such qualification after becoming a RIC. Because most of our investments will be in private or thinly traded public companies, any such dispositions may be made at disadvantageous prices and may result in substantial losses. In addition, we may have difficulty satisfying the diversification requirements after the Commitment Period as we liquidate our portfolio since we will not be making additional investments. While we generally will not lose our status as a RIC as long as we do not acquire any non-qualifying securities or other property, under certain circumstances we may be deemed to have made an acquisition of non-qualifying securities or other property. If we fail to qualify as a RIC for any reason and become subject to corporate income tax, the resulting corporate income taxes could substantially reduce our net assets, the amount of income available for distributions to the Unitholders and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and the Unitholders. Wind Down. Since the Commitment Period ended in September 2017, we generally may not make new investments (other than certain follow-on investments and investments that were significantly in process prior to the termination of the Commitment Period). As a result, during the remainder of our term, fewer investments will be available to generate cash flow, decreasing the amount of distributions. In addition, we will continue to incur expenses and other liabilities for the remainder of our term, which will reduce the amount ultimately available for distribution to Members. Amounts distributed to Members in connection with any dissolution and liquidation may be subject to clawback pursuant to the terms of the LLC Agreement. Further, some of our remaining investments (including certain equity investments) may require additional time beyond the Company’s current term before we can dispose of them at a favorable price or otherwise recoup our investment. On April 30, 2021, the Board elected to extend the Company’s term until September 2022. Any further extensions will require Member approval. If we are unable to extend the Company’s term beyond September 2022, we may be required to dispose of our remaining investments at unfavorable prices. 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. Recourse to Our Assets . Our assets, including any investments made by us and any capital held by us, are available to satisfy all our liabilities and other obligations. If we become subject to a liability, parties seeking to have the liability satisfied may have recourse to our assets generally and not be limited to any particular asset, even in the circumstance where a specific investment gave rise to the liability. Litigation Risks . We will be subject to a variety of litigation risks, particularly if one or more of our portfolio companies face financial or other difficulties. Legal disputes, involving any or all of the Company, the Adviser, or their affiliates, may arise from our activities and investments and could have a significant adverse effect on us. Limited Liability of the Adviser . To the extent permissible by law, the Adviser will not be liable, responsible or accountable in damages or otherwise to us or to any Unitholder for any breach of duty to us or the Unitholders or for any act or failure to act pursuant to the Advisory Agreement or otherwise, except in certain limited circumstances provided by the 1940 Act and as set forth in the Advisory Agreement. In general, we will be required to indemnify the Adviser (and other related and/or affiliated parties) for certain losses arising out of its activities on behalf of us. Such obligations could reduce significantly the returns to the Unitholders. Conflicts of Interest . Conflicts of interest may exist from time to time between the Adviser and certain of its affiliates involved with us. RISKS RELATED TO OUR INVESTMENTS Economic Recessions or Downturns . Many of the portfolio companies in which we make investments may be susceptible to economic slowdowns or recessions and may be unable to repay the loans we made to them during these periods. Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record our investments at their current fair value. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net investment income and assets. Unfavorable economic conditions also could increase our and our portfolio companies’ funding costs, limit our and our portfolio companies’ access to the capital markets or result in a decision by lenders not to extend credit to us or our portfolio companies. These events could prevent us from increasing investments and harm our operating results. A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt that we hold. We may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we will actually provide significant managerial assistance to that portfolio company, a bankruptcy court might subordinate all or a portion of our claim to that of other creditors. Reliance on Portfolio Company Management . The day-to-day operations of each portfolio company in which we invest will be the responsibility of such entity’s management team. In addition, we may make investments in portfolio companies where we have limited influence and the other investors in such portfolio company have economic or business interests or goals that are inconsistent with our business interests and goals. Although the Adviser will be responsible for monitoring the performance of each of our investments and we are required, pursuant to a specific 1940 Act provision applicable to BDCs, to offer to provide each of our portfolio companies managerial assistance, there can be no assurance that the existing management team of a portfolio company or any successor will be able to operate any such entity in accordance with our expectations. In this situation, we may not be in a position to limit or otherwise protect the value of our investment. Discontinuation of LIBOR. Our debt investments may be based on floating rates, such as the Secured Overnight Financing Rate ("SOFR") or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our securities and our rate of return on invested capital. Since inception, most of our investments have been linked to LIBOR. The U.K. Financial Conduct Authority (“FCA”), which regulates LIBOR, and administrator, ICE Benchmark Administration, Limited, began phasing out the publication of LIBOR at the end of 2021, with the remaining U.S. dollar LIBOR settings to cease immediately after June 30, 2023, providing additional time to address the legacy contracts that reference such U.S. dollar LIBOR settings. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve is now publishing SOFR, which is intended to replace U.S. dollar LIBOR. Alternative reference rates for other currencies have also been announced or have begun publication. Markets are slowly developing in response to these new rates. The elimination of LIBOR or when LIBOR degrades to the degree that it is no longer representative of the underlying market, or uncertainty related to such changes, may adversely affect the market for LIBOR based securities, including our portfolio of LIBOR indexed, floating rate debt securities, or the cost of our borrowings. Additionally, because no replacement rate is a perfect match for LIBOR, even when the transaction documents contain robust fallback language, the value of LIBOR-linked securities, and consequently their potential returns, may experience material changes upon LIBOR’s discontinuation. Given the inherent differences between LIBOR and SOFR, or any other alternative reference rates that may be established, the transition from LIBOR may disrupt the overall financial markets and adversely affect the market for LIBOR‑based securities, including LIBOR‑indexed, floating‑rate debt securities, or the cost of borrowings. In addition, changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR‑based securities, including the value and/or transferability of the LIBOR‑indexed, floating‑rate debt securities, or the cost of borrowings. The transition from LIBOR to SOFR or other alternative reference rates may also introduce operational risks in accounting, financial reporting, loan servicing, and liability management. We are assessing the impact of the transition from LIBOR; however, we cannot reasonably estimate the impact of the transition at this time. No Secondary Market for Securities . Our investments are generally heavily negotiated and, accordingly, do not have the liquidity of conventional securities and will not have readily available market prices. We value such investments at fair value as determined in good faith by the Adviser in accordance with our valuation policy. Because there is no single standard for determining fair value, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment. In addition, due to their illiquid nature, we may not be able to dispose of our investments in a timely manner, at a fair price and/or in the manner that was thought to be viable when the investment was initiated (due to economic, legal, political or other factors). There is no assurance that we will be able to dispose of an investment in a particular security. The inability to dispose of a security could result in losses incurred by us, including the loss of our entire investment in such security. The debt of highly leveraged companies or companies in default also may be less liquid than other debt. If we voluntarily or involuntarily sell those types of debt securities, we might not receive the full value we expect. Illiquidity of Collateral . Collateral may consist of assets t |
Risks Related to Business [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | RISKS RELATED TO OUR BUSINESS Market and geopolitical events could materially and adversely affect certain of our portfolio companies, and could materially and adversely affect our business, financial condition, results of operations and cash flows. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Our business and operations, as well as the business and operations of our portfolio companies, may be materially adversely affected by inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics, epidemics, terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, social and political discord or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects. Any such event(s) could have a significant adverse impact on our business and operations, and on the business and operations of our portfolio companies. The novel coronavirus (COVID-19) global pandemic and the aggressive responses taken by many governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines or similar restrictions, as well as the forced or voluntary closure of, or operational changes to, many retail and other businesses, had negative impacts, and in many cases severe negative impacts, on markets worldwide. It is not known how long such impacts, or any future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may have a material, adverse impact on our business and operations, and on the business and operations of our portfolio companies. Disruption and Instability in Capital Markets. The U.S. and global capital markets experienced extreme volatility and disruption in recent years, leading to recessionary conditions and depressed levels of consumer and commercial spending. For instance, recent failures in the banking sector have caused significant disruption and volatility in U.S. and global markets. In addition, uncertainty related to the global outbreak of COVID-19, the partial U.S. government shutdown in December 2018 and January 2019, U.S. trade policies and the withdrawal of the United Kingdom from the European Union have previously led to disruption and instability in the global markets. Disruptions in the capital markets increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. We cannot assure you that these conditions will not worsen. If conditions worsen, a prolonged period of market illiquidity could have a material adverse effect on our business, financial condition and results of operations. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations, limit our ability to grow and negatively impact our operating results. In addition, to the extent that recessionary conditions return, the financial results of small to mid-sized companies, like those in which we invest, will likely experience deterioration, which could ultimately lead to difficulty in meeting debt service requirements and an increase in defaults. Additionally, the end markets for certain of our portfolio companies’ products and services have experienced, and continue to experience, negative economic trends. The performances of certain of our portfolio companies have been, and may continue to be, negatively impacted by these economic or other conditions, which may ultimately result in: • our receipt of a reduced level of interest income from our portfolio companies; • decreases in the value of collateral securing some of our loans and the value of our equity investments; and • ultimately, losses or change-offs related to our investments. On January 31, 2020, the United Kingdom officially withdrew from the European Union (a process now commonly referred to as “Brexit”). Brexit has already resulted in periods of volatility in European and global financial markets. There remains significant market uncertainty regarding Brexit's ramifications, and the range and potential implications of possible political, regulatory, economic and market outcomes are difficult to predict. In the longer term, there is likely to be a period of significant political, regulatory and commercial uncertainty as the United Kingdom seeks to negotiate the terms of its future trading relationships. The United Kingdom and European economies and the broader global economy could be significantly impacted. Brexit may also cause additional member states to contemplate departing from the European Union, which would likely perpetuate political and economic instability in the region and cause additional market disruption in global financial markets. Russia’s invasion of Ukraine in February 2022, the resulting responses by the U.S. and other countries, and the potential for wider conflict, have increased and may continue to increase volatility and uncertainty in financial markets worldwide. The U.S. and other countries have imposed broad-ranging economic sanctions on Russia and Russian entities and individuals, and may impose additional sanctions, including on other countries that provide military or economic support to Russia. The invasion may widen beyond Ukraine and may escalate, including through retaliatory actions and cyberattacks by Russia and even other countries. These events may result in further and significant market disruptions and may adversely affect regional and global economies. Furthermore, the conflict between Russia and Ukraine and the varying involvement of the United States and other NATO countries could present material uncertainty and risk with respect to us and the performance of our investments or operations, and our ability to achieve our investment objectives. Additionally, to the extent that third parties, investors, or related customer bases have material operations or assets in Russia or Ukraine, they may have adverse consequences related to the ongoing conflict. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. In addition, the political reunification of China and Taiwan, over which China continues to claim sovereignty, is a highly complex issue that has included threats of invasion by China. Political or economic disturbances (including an attempted unification of Taiwan by force), any economic sanctions implemented in response, and any escalation of hostility between China and Taiwan would likely have a significant adverse impact on economies, markets and individual securities globally. Historical Performance. The investment philosophy and techniques used by the Adviser to manage a BDC may differ from the investment philosophy and techniques it previously employed in identifying and managing past investments. Accordingly, there can be no assurance that the Adviser will replicate the historical performance of other investment funds with which it has been affiliated. As a result, our investment returns could be substantially lower than the returns achieved by such other investment funds. Dependence on Key Personnel and Other Management. Unitholders have no right or power to participate in the management of the Company and may not receive detailed financial information regarding investments that is available to the Adviser. An investor in the Company must rely upon the ability of the Adviser (including the Private Credit Team and other investment professionals of the Adviser) to identify, structure and implement investments consistent with our investment objectives and policies. Accordingly, our success is dependent on the Adviser’s ability to retain and motivate highly qualified professionals. The loss of services of Richard T. Miller, Suzanne Grosso, Mark Gertzof and/or James S. Bold could have an adverse effect on our business, financial condition or results of operations. Our future success also depends on the Adviser’s ability to identify, hire, train and retain other highly qualified and experienced investment and management professionals. Competition for such professionals is significant, and there can be no assurance that the Adviser will be able to attract or retain other highly qualified professionals in the future. The inability of the Adviser to attract and retain such professionals could have a material adverse effect upon our business, financial condition or results of operations. Economic Interest of the Adviser. Because the Adviser will be compensated in part on a basis tied to our performance, the Adviser may have an incentive to make investments that are risky or speculative. No Assurance of Profits . There is no assurance that we will be able to generate returns for our investors or that the returns will be commensurate with the risks of investing in the types of companies and transactions described herein. The marketability and value of any of our investments will depend upon many factors beyond our control. We will incur organizational expenses, Management Fees and other operating expenses which may exceed our income, and a Unitholder could lose the entire amount of its contributed capital. Therefore, a prospective investor should only invest in the Company if such investor can withstand a total loss of his or her investment. The past investment performance of the entities and accounts with which the Adviser and its investment professionals have been associated cannot be taken to guarantee future results of any investment in the Company. Effect of Fees and Expenses on Returns . We pay Management Fees and Incentive Fees to the Adviser and generally bear our other Company Expenses. Generally, other than the Incentive Fee, fees and expenses will be paid regardless of whether we produce positive investment returns. The fees and expenses will reduce the actual returns to Unitholders, the distributions we make to Unitholders, and the overall value of the Unitholders’ investment. In addition, because the Management Fees payable by us to the Adviser will be calculated based on average gross assets of the Company on a consolidated basis, including the amortized cost of portfolio investments purchased with borrowed funds and other forms of leverage, the Adviser may be incentivized to use leverage, but will not utilize more than is permitted by applicable law or regulation. Under certain circumstances, the use of leverage may increase the likelihood of default, which would impair the value of the Units. Regulations Governing our Operation as a BDC . We may issue debt securities or Preferred Units and/or borrow money from banks or other financial institutions, which are collectively referred to herein as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act currently in force, we will be permitted, as a BDC, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 200% (or 150% as described below under “— Additional Leverage”) of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. Also, any amounts that we use to service our indebtedness would not be available for distributions to our Unitholders. Furthermore, as a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss. If we issue Preferred Units, the Preferred Units would rank “senior” to the Units in our capital structure, the Preferred Unitholders would have separate voting rights on certain matters and might have other rights, preferences, or privileges more favorable than those of the Unitholders. In addition, as a regulated BDC under the 1940 Act we may, among other things, be prohibited from knowingly participating in certain transactions with our affiliates without the prior approval of the members of our board of directors who are not interested persons and, in some cases, prior approval by the SEC through an exemptive order (other than in certain limited situations pursuant to current regulatory guidance). The Adviser has obtained exemptive relief from the SEC that, subject to certain conditions and limitations, permits us and other funds advised by the Adviser or certain affiliates of the Adviser (referred to herein as “potential co-investment funds”) to engage in certain co-investment transactions. Under the exemptive relief, in the case where the interest in a particular investment opportunity exceeds the size of the opportunity, then the investment opportunity will be allocated among us, Fund VII and any other potential co-investment funds based on available capital, which generally is determined based on the amount of cash on hand, existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and other investment policies and restrictions set from time to time by the board or other governing body of the relevant fund or imposed by applicable laws, rules, regulations or interpretations. Prior to August 2020, the Advisor calculated “available capital” based primarily on uncalled capital commitments and then-available borrowings for each fund or account. However, with a view toward more equitable and stable allocations going forward, the Advisor, as of August 2020, adjusted its policy to calculate “available capital” primarily on anticipated fund or account size (including total investor commitments and reasonably expected leverage). We incur significant costs as a result of being registered under the Exchange Act . We incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting, which requires significant resources and management oversight. We have implemented and may continue to implement procedures, processes, policies and practices for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We have incurred and expect to incur significant annual expenses related to these steps and directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, additional administrative expenses payable to the Administrator to compensate it for hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses associated with being a public company. Borrowing Money . The use of leverage magnifies the potential for gain or loss on amounts invested and, therefore, increases the risks associated with investing in the Company. Subject to the borrowing limitation imposed on us by the 1940 Act, the Company and any wholly owned subsidiary of the Company has and may continue to borrow from or issue senior debt securities to banks, insurance companies and other lenders. Our lenders will have fixed dollar claims on our assets that are superior to the claims of the Unitholders, and we would expect such lenders to seek recovery against our assets in the event of a default. If the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Leverage is generally considered a speculative investment technique. Our ability to service any debt that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which will include all of our borrowings and any Preferred Units that we may issue in the future, of at least 200% (or 150% as described below under “—Additional Leverage”). If this ratio declines below 200%, we may not be able to incur additional debt, which could have a material adverse effect on our operations. The amount of leverage that we employ will depend on the Adviser’s assessment of market and other factors at the time of any proposed borrowing. There can be no assurance that we will be able to obtain credit at all or on terms acceptable to us. In addition, our existing credit facilities impose, and future debt facilities into which we may enter would likely impose, financial and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code. In particular, it is anticipated that the credit facility would contain certain financial covenants, which may include requiring us to maintain a minimum amount of equity supporting the credit facility or comply with certain collateral quality and coverage tests. Additional Leverage . As a BDC, under the Investment Company Act we generally are not permitted to incur borrowings, issue debt securities or issue preferred stock unless immediately after the borrowing or issuance the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 200% or, if certain requirements, which are described below, are met, 150%. Pursuant to Section 61(a) of the 1940 Act, BDCs may reduce the minimum asset coverage ratio from 200% to 150%, subject to certain approval requirements (including either stockholder approval or approval of the “required majority,” as such term is defined in Section 57(o) of the Investment Company Act), certain disclosure requirements and, in the case of a BDC that is not an issuer of common equity securities that are listed on a national securities exchange, such as the Company, the requirement that the BDC must extend to each person that is a stockholder as of the date of an approval described above the opportunity (which may include a tender offer) to sell the securities held by that stockholder as of that applicable approval date, with 25% of those securities to be repurchased in each of the four calendar quarters following the calendar quarter in which that applicable approval date takes place. As a result, BDCs may be able to incur additional indebtedness in the future, and the risks associated with an investment in BDCs may increase. Failure to Qualify as a RIC . We will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Code. To qualify as a RIC under Subchapter M of the Code, we must meet certain source-of-income, asset diversification and distribution requirements. The distribution requirement for a RIC is satisfied if we distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to the Unitholders on an annual basis. Because we have incurred debt, we are subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax. To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in the Company having to dispose of certain investments quickly in order to qualify as a RIC, or to prevent the loss of such qualification after becoming a RIC. Because most of our investments will be in private or thinly traded public companies, any such dispositions may be made at disadvantageous prices and may result in substantial losses. In addition, we may have difficulty satisfying the diversification requirements after the Commitment Period as we liquidate our portfolio since we will not be making additional investments. While we generally will not lose our status as a RIC as long as we do not acquire any non-qualifying securities or other property, under certain circumstances we may be deemed to have made an acquisition of non-qualifying securities or other property. If we fail to qualify as a RIC for any reason and become subject to corporate income tax, the resulting corporate income taxes could substantially reduce our net assets, the amount of income available for distributions to the Unitholders and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and the Unitholders. Wind Down. Since the Commitment Period ended in September 2017, we generally may not make new investments (other than certain follow-on investments and investments that were significantly in process prior to the termination of the Commitment Period). As a result, during the remainder of our term, fewer investments will be available to generate cash flow, decreasing the amount of distributions. In addition, we will continue to incur expenses and other liabilities for the remainder of our term, which will reduce the amount ultimately available for distribution to Members. Amounts distributed to Members in connection with any dissolution and liquidation may be subject to clawback pursuant to the terms of the LLC Agreement. Further, some of our remaining investments (including certain equity investments) may require additional time beyond the Company’s current term before we can dispose of them at a favorable price or otherwise recoup our investment. On April 30, 2021, the Board elected to extend the Company’s term until September 2022. Any further extensions will require Member approval. If we are unable to extend the Company’s term beyond September 2022, we may be required to dispose of our remaining investments at unfavorable prices. 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. Recourse to Our Assets . Our assets, including any investments made by us and any capital held by us, are available to satisfy all our liabilities and other obligations. If we become subject to a liability, parties seeking to have the liability satisfied may have recourse to our assets generally and not be limited to any particular asset, even in the circumstance where a specific investment gave rise to the liability. Litigation Risks . We will be subject to a variety of litigation risks, particularly if one or more of our portfolio companies face financial or other difficulties. Legal disputes, involving any or all of the Company, the Adviser, or their affiliates, may arise from our activities and investments and could have a significant adverse effect on us. Limited Liability of the Adviser . To the extent permissible by law, the Adviser will not be liable, responsible or accountable in damages or otherwise to us or to any Unitholder for any breach of duty to us or the Unitholders or for any act or failure to act pursuant to the Advisory Agreement or otherwise, except in certain limited circumstances provided by the 1940 Act and as set forth in the Advisory Agreement. In general, we will be required to indemnify the Adviser (and other related and/or affiliated parties) for certain losses arising out of its activities on behalf of us. Such obligations could reduce significantly the returns to the Unitholders. Conflicts of Interest . Conflicts of interest may exist from time to time between the Adviser and certain of its affiliates involved with us. |
Risks Related to Investments [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | RISKS RELATED TO OUR INVESTMENTS Economic Recessions or Downturns . Many of the portfolio companies in which we make investments may be susceptible to economic slowdowns or recessions and may be unable to repay the loans we made to them during these periods. Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record our investments at their current fair value. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net investment income and assets. Unfavorable economic conditions also could increase our and our portfolio companies’ funding costs, limit our and our portfolio companies’ access to the capital markets or result in a decision by lenders not to extend credit to us or our portfolio companies. These events could prevent us from increasing investments and harm our operating results. A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt that we hold. We may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we will actually provide significant managerial assistance to that portfolio company, a bankruptcy court might subordinate all or a portion of our claim to that of other creditors. Reliance on Portfolio Company Management . The day-to-day operations of each portfolio company in which we invest will be the responsibility of such entity’s management team. In addition, we may make investments in portfolio companies where we have limited influence and the other investors in such portfolio company have economic or business interests or goals that are inconsistent with our business interests and goals. Although the Adviser will be responsible for monitoring the performance of each of our investments and we are required, pursuant to a specific 1940 Act provision applicable to BDCs, to offer to provide each of our portfolio companies managerial assistance, there can be no assurance that the existing management team of a portfolio company or any successor will be able to operate any such entity in accordance with our expectations. In this situation, we may not be in a position to limit or otherwise protect the value of our investment. Discontinuation of LIBOR. Our debt investments may be based on floating rates, such as the Secured Overnight Financing Rate ("SOFR") or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our securities and our rate of return on invested capital. Since inception, most of our investments have been linked to LIBOR. The U.K. Financial Conduct Authority (“FCA”), which regulates LIBOR, and administrator, ICE Benchmark Administration, Limited, began phasing out the publication of LIBOR at the end of 2021, with the remaining U.S. dollar LIBOR settings to cease immediately after June 30, 2023, providing additional time to address the legacy contracts that reference such U.S. dollar LIBOR settings. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve is now publishing SOFR, which is intended to replace U.S. dollar LIBOR. Alternative reference rates for other currencies have also been announced or have begun publication. Markets are slowly developing in response to these new rates. The elimination of LIBOR or when LIBOR degrades to the degree that it is no longer representative of the underlying market, or uncertainty related to such changes, may adversely affect the market for LIBOR based securities, including our portfolio of LIBOR indexed, floating rate debt securities, or the cost of our borrowings. Additionally, because no replacement rate is a perfect match for LIBOR, even when the transaction documents contain robust fallback language, the value of LIBOR-linked securities, and consequently their potential returns, may experience material changes upon LIBOR’s discontinuation. Given the inherent differences between LIBOR and SOFR, or any other alternative reference rates that may be established, the transition from LIBOR may disrupt the overall financial markets and adversely affect the market for LIBOR‑based securities, including LIBOR‑indexed, floating‑rate debt securities, or the cost of borrowings. In addition, changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR‑based securities, including the value and/or transferability of the LIBOR‑indexed, floating‑rate debt securities, or the cost of borrowings. The transition from LIBOR to SOFR or other alternative reference rates may also introduce operational risks in accounting, financial reporting, loan servicing, and liability management. We are assessing the impact of the transition from LIBOR; however, we cannot reasonably estimate the impact of the transition at this time. No Secondary Market for Securities . Our investments are generally heavily negotiated and, accordingly, do not have the liquidity of conventional securities and will not have readily available market prices. We value such investments at fair value as determined in good faith by the Adviser in accordance with our valuation policy. Because there is no single standard for determining fair value, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment. In addition, due to their illiquid nature, we may not be able to dispose of our investments in a timely manner, at a fair price and/or in the manner that was thought to be viable when the investment was initiated (due to economic, legal, political or other factors). There is no assurance that we will be able to dispose of an investment in a particular security. The inability to dispose of a security could result in losses incurred by us, including the loss of our entire investment in such security. The debt of highly leveraged companies or companies in default also may be less liquid than other debt. If we voluntarily or involuntarily sell those types of debt securities, we might not receive the full value we expect. Illiquidity of Collateral . Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of those assets will satisfy a company’s obligations. If a company defaults on a secured investment, the Company may receive assets other than cash or securities in full or partial satisfaction of such company’s obligations. The Company might not be able to realize the benefit of the assets for legal, practical or other reasons. The Company might hold those assets until it is determined to be appropriate to dispose of them. Portfolio Concentration . Although the regulatory restrictions applicable to RICs limit the amount that we may generally invest in any single portfolio company, our investments may not be diversified. See “ Item 1. Business—Regulation as a Business Development Company—Qualifying Assets” and “Item 1. Business—Certain U.S. Federal Income Tax Consequences—Taxation as a Regulated Investment Company. ” Aside from the diversification requirements that we have to comply with as a RIC and other contractual investment limitations to which we are subject pursuant to the LLC Agreement, we do not have any specific portfolio diversification or concentration limits. As a result, our portfolio may include a relatively limited number of large positions. If our investments are concentrated in a few issuers or industries, any adverse change in one or more of such issuers or industries could have a material adverse effect on our investments. To the extent the aggregate Commitments of the Unitholders turn out to be substantially less than the amounts targeted, our portfolio may be even more concentrated than it would otherwise be. In addition, since the Commitment Period ended in September 2017, we may not make new investments (other than certain follow-on investments). As we continue to wind down under the terms of the LLC Agreement, our investment portfolio has become more concentrated, which may heighten the risk that an adverse change in one issuer or industry could have a material adverse impact on the Company’s performance. Valuation Risk . Many of our portfolio securities may not have a readily available market price and the Adviser will value these securities at fair value as determined in good faith under procedures approved by our Board of Directors, which valuation is inherently subjective and may not reflect what we may actually realize for the sale of the investment. The majority of our investments are expected to be in instruments that do not have readily ascertainable market prices. The fair value of assets that are not publicly traded or whose market prices are not readily available will be determined by the Adviser in good faith under procedures approved by our Board of Directors. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Reliance upon Consultants . The Adviser may rely upon independent consultants in connection with its evaluation of proposed investments; however, no assurance can be given that these consultants will accurately evaluate such investments and we may incur liability as a result of such consultants’ actions. Credit Risks . Debt investments are subject to credit risk. Credit risk relates to the ability of the borrower to make interest and principal payments on the loan or security as they become due. If the borrower fails to pay interest, our income might be reduced. If the borrower fails to repay principal, the value of that security and the value of the Company might be reduced. Our investments in debt securities are subject to risks of default. We may invest in debt securities made in connection with leveraged buy-out transactions, recapitalizations and other highly leveraged transactions. While our investments in senior loans typically will be secured by collateral, we may have difficulty liquidating the collateral or enforcing our rights under the terms of the senior loans in the event of the borrower’s default. There is no guarantee that the collateral securing a senior loan will be sufficient to protect us against losses or a decline in income in the event of a borrower’s non-payment of interest or principal. In the event that a borrower declares bankruptcy, a court could invalidate our security interest in the loan collateral or subordinate our rights under the senior loan to other creditors of the borrower. Also, we may invest part of our assets in loans and other debt obligations that are not fully secured. Interest Rate Risk . In general, the value of a debt security changes as prevailing interest rates change. For fixed-rate debt securities, when prevailing interest rates fall, the values of outstanding debt securities generally rise. When interest rates rise, the values of outstanding fixed-rate debt securities generally fall, and they may sell at a discount from their face amount. Our debt investments generally have adjustable interest rates. For that reason, the Adviser expects that when interest rates change, the amount of interest we receive in respect of such debt investments will change in a corresponding manner. However, the interest rates of some debt investments adjust only periodically. Between the times that interest rates on debt investments adjust, the interest rates on those investments may not correlate to prevailing interest rates. Risks associated with rising interest rates are heightened given that the U.S. Federal Reserve Board (the “Fed”) has begun to sharply raise interest rates from historically low levels and has signaled an intention to continue doing so until current inflation levels align with the Fed's long-term inflation target. Other central banks globally have begun implementing similar rate increases. A wide variety of factors can cause interest rates to rise (e.g., central bank monetary policies, inflation rates, or general economic conditions). Reliance Upon Unaffiliated Co-Lender . In certain circumstances we may co-invest with an unaffiliated lender, who will sometimes be responsible for performing some of the legal due diligence on the borrower and for negotiating some of the terms of the loan agreement that establishes the terms and conditions of the debt investment and the rights of the borrower and the lenders. In such circumstances, although we will perform our own due diligence, we may rely in part on the quality of the due diligence performed by the co-lender and will be bound by the negotiated terms of the loan documentation. There can be no assurance that the unaffiliated co-lender will perform the same level of due diligence as we would perform or that the co-lender will negotiate terms that are consistent with the terms generally negotiated and obtained by us. If the unaffiliated co-lender is acting as collateral agent under the loan documentation and becomes insolvent, the assets securing the debt investment may be determined by a court or regulatory authority to be subject to the claims of the co-lender’s creditors. If that were to occur, we might incur delays and costs in realizing payment on the loan, or we might suffer a loss of principal and/or interest. Use of Investment Vehicles . In general, the risks associated with indirect investments in portfolio companies through a joint venture, partnership or other special purpose vehicle (each, an “Investment Vehicle”) are similar to those associated with a direct investment in a portfolio company. While we will analyze the credit and business of a potential portfolio company in determining whether or not to make an investment in an Investment Vehicle, we will nonetheless be exposed to the creditworthiness of the Investment Vehicle. In the event of a bankruptcy proceeding against the Investment Vehicle, the risks outlined below under “—Insolvency Considerations with Respect to Portfolio Companies” will be applicable with equal effect. Additionally, in the case of a bankruptcy proceeding against the portfolio company, the assets of the portfolio company may be used to satisfy its obligations prior to the satisfaction of our investment in the Investment Vehicle (i.e., our investment in the Investment Vehicle would be structurally subordinated to the other obligations of the portfolio company). Insolvency Considerations with Respect to Portfolio Companies . Various laws enacted for the protection of creditors may apply to our debt investments. A bankruptcy proceeding against a borrower could delay or limit our ability to collect the principal and interest payments on that borrower’s debt obligations. In a lawsuit brought by creditors of a borrower, a court or a trustee in bankruptcy could take certain actions that would be adverse to us. For example: • Other creditors might convince the court to set aside or subordinate a loan or the security interest in a loan as a “fraudulent conveyance,” a “preferential transfer” or for other equitable considerations. In that event, the court could recover from us the interest and principal payments that the borrower made before becoming insolvent. There can be no assurance that we would be able to prevent such recapture. • A bankruptcy court may restructure the payment obligations under debt securities so as to reduce the amount to which we would be entitled. • The court might discharge the amount of a loan we make that exceeds the value of the collateral securing the loan. The court could subordinate our rights to the rights of other creditors of the borrower under applicable law. • Although a senior secured position under a senior loan provides some assurance that we would be able to recover some of our investment in the event of a borrower’s default, the collateral might be insufficient to cover the borrower’s debts. A bankruptcy court might find that the collateral securing the senior loan is invalid or require the borrower to use the collateral to pay other outstanding obligations. If the collateral consists of stock of the borrower or its subsidiaries, the stock may lose all of its value in the event of a bankruptcy, which would leave us exposed to greater potential loss. • If a borrower defaults on a scheduled interest or principal payment on a debt obligation, we may experience a reduction of our income. In addition, the value of the debt investment would decline, which may, in turn, cause our value to decline. Lender Liability . In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed “Lender Liability”). Generally, Lender Liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Lender Liability claims generally arise in bankruptcy, but can also arise under state law claims. Lender Liability often involves claims of misconduct where a lender (a) intentionally takes an action that exacerbates the insolvency of a borrower or issuer or that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its influence as a shareholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer. We could be subject to allegations of Lender Liability because of the nature of certain of our investments. There is also a risk that where Lender Liability is alleged, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “Equitable Subordination”). We do not intend to engage in conduct that would give rise to a claim of Lender Liability or Equitable Subordination. However, as a BDC, we are obligated to offer managerial assistance to each of our portfolio companies. To the extent any of our portfolio companies elect to accept such offer to provide managerial assistance, that level of involvement with a portfolio company could strengthen a Lender Liability claim against us. Therefore, claims for Lender Liability or Equitable Subordination affecting our investments could arise as a result of any managerial assistance that we provide in order to fulfill our obligations as a BDC. Moreover, because of the nature of our investments, we may not always be the lead creditor, and security or other agents may act on behalf of the investors in a security owned by us. Therefore, claims for Lender Liability or Equitable Subordination affecting our investments could also arise without our direct managerial or other involvement. Special Risks of Highly Leveraged or other Risky Portfolio Companies . We can invest up to 100% of our total assets in debt and equity securities of portfolio companies that are highly leveraged and whose debt securities would be considered well below investment grade. We may also invest in obligations of portfolio companies in connection with a restructuring under Chapter 11 of the U.S. Bankruptcy Code (i.e., a debtor in possession financing) if the obligations meet the credit standards of the Adviser. Debtor in possession financings are arranged when an entity seeks the protections of the bankruptcy court under Chapter 11 of the U.S. Bankruptcy Code. These financings allow an entity to continue its business operations while reorganizing under Chapter 11. Such financings are senior liens on unencumbered security (i.e., security not subject to other creditor claims). These debt obligations tend to offer higher yields than investment grade securities to compensate investors for the higher risk, and are commonly referred to as “high risk securities” or, in the case of bonds, “junk bonds.” Similarly, we may also invest in obligations of portfolio companies in connection with rescue situation and Chapter 11 exit financings. Rescue situation financings may avoid a company’s need to resort to bankruptcy and provide the company with working capital it needs to continue uninterrupted operations. Chapter 11 exit financings allow a company to deleverage its balance sheet and to emerge from a Chapter 11 bankruptcy. Lending to highly leveraged or other risky borrowers is highly speculative. These investments may expose us to financial market risks, interest rate risks and credit risks that are significantly greater than the risks associated with other securities in which we may invest. An economic downturn or a period of rising interest rates, for example, could cause a decline in the prices of such securities. The prices of securities structured as zero-coupon or pay-in-kind securities may be more volatile than securities that pay interest periodically and in cash. In the event of a default by a portfolio company, we would experience a reduction of our income and could expect a decline in the fair value of the defaulted securities and may incur significant additional expenses to seek recovery. Risk of Bridge Financing . If we make or invest in a bridge loan or interim financing for a portfolio company that intends to refinance all or a portion of that loan, there is a risk that the borrower will be unable to complete such refinancing successfully. Such failure could lead to the portfolio company having to pay interest at increasing rates along with additional fees and expenses, the result of which may reduce the value of the portfolio company. Risk of Subordinated or Mezzanine Financing . Our investments in subordinated or mezzanine financing will generally be unsecured or, if secured, will be subordinated to the interests of the senior lender in the borrower’s capital structure. In the event of a bankruptcy or insolvency involving the borrower where there are insufficient assets to satisfy the obligations of the borrower to its senior lender, there may be no assets available to meet its obligations to the holders of its subordinated or mezzanine debt, including the Company. Risks of Investing in Unitranche Loans . Unitranche loans provide leverage levels comparable to a combination of first lien and second lien or subordinated loans, and may rank junior to other debt instruments issued by the portfolio company. Unitranche loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a heightened risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. From the perspective of a lender, in addition to making a single loan, a unitranche loan may allow the lender to choose to participate in the “first out” tranche, which will generally receive priority with respect to payments of principal, interest and any other amounts due, or to choose to participate only in the “last out” tranche, which is generally paid only after the first out tranche is paid. We may participate in “first out” and “last out” tranches of unitranche loans and make single unitranche loans, and we may suffer losses on such loans if the borrower is unable to make required payments when due . Non-U.S. Investment Risk . We may invest up to 30% of our gross assets in portfolio companies domiciled outside of the United States (assuming that the remaining 70% of our gross assets constitute “qualifying assets” (as defined in the 1940 Act and as described under “ Item 1. Business—Regulation as a Business Development Company—Qualifying Assets ”)). Non-U.S. obligations have risks not typically involved in domestic investments. For example, non-U.S. obligations not denominated in U.S. dollars will cause our investment performance to vary based on changes in the applicable currency exchange rate. Moreover, even if we attempt to hedge the currency exchange risk, these hedges may be expensive and may not completely protect us in all circumstances. Non-U.S. investing can also result in higher transaction and operating costs for the Company. Non-U.S. issuers may not be subject to the same accounting and disclosure requirements that U.S. issuers are subject to. The value of non-U.S. investments may be affected by exchange control regulations, expropriation or nationalization of a company’s assets, non-U.S. taxes, delays in settlement of transactions, changes in governmental economic or monetary policies in the United States or abroad, or other political and economic factors. We may have greater difficulty taking appropriate legal actions in non-U.S. courts. Non-U.S. countries may impose withholding taxes on income paid on the debt securities of issuers in those countries. Risks of Using Derivative Instruments . We may use derivative financial instruments for hedging or managing the risks associated with the assets we hold. The risks posed by such instruments can be extremely complex and difficult to evaluate, including (i) risks relating to our counterparties in such a transaction; (ii) imperfect correlation between movements in the currency, interest rate or other reference on which the derivative is based and movements in the assets of the underlying portfolio; and (iii) reduced ability to meet short-term obligations because of the percentage of our assets segregated to cover derivative obligations. In addition, by hedging a particular position, any potential gain from an increase in value of such position may be limited. In October 2020, the SEC adopted a rulemaking regarding the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery obligations. Under the newly adopted rule, BDCs that use derivatives will be subject to a value-at-risk (“VaR”) leverage limit, a derivatives risk management program and testing requirements and requirements related to board reporting. These new requirements will apply, unless a BDC qualifies as a “limited derivatives user,” as defined under the adopted rule. Under the new rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts. Need for Follow-On Investments . We may be called upon to provide follow-on funding or additional loans for, or have the opportunity to increase our investment in, our portfolio companies. There can be no assurance that we will be able to make or arrange for follow-on investments or loans or that we will have sufficient funds to do so. Any decision not to make follow-on investments or loans or the inability to make them may have a substantial negative impact on a portfolio company in need of funds or may diminish our proportionate ownership in such entity and thus our ability to influence the entity’s future conduct. The inability to make follow-on investments or loans may also impede, diminish or reduce the number of attractive investments made available to us. Inability to Take Advantage of Investment Opportunities with Affiliated Funds or Investors . The 1940 Act limits our ability to engage in transactions with affiliated funds and investors. For example, we are prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our Independent Directors and, in some cases, of the SEC. Any person that owns, directly or indirectly, five percent or more of our outstanding voting securities will be our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any security from or to such affiliate, absent the prior approval of the Independent Directors. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could include co-investments in the same portfolio company, without prior approval of the Independent Directors and, in some cases, of the SEC. Although the Company benefits from exemptive relief obtained from the SEC by the Adviser and other funds advised by the Adviser to engage in certain “joint” transactions, the relief is limited and subject to certain conditions. We are prohibited from buying or selling any security from or to any person who owns more than 25% of our voting securities or controls us (such as the Adviser) or certain of that person’s affiliates (such as other investment funds managed by the Adviser), or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. As a result of these restrictions, we may be prohibited from buying or selling any security (other than any security of which we are the issuer) from or to any portfolio company of a private equity fund managed by the Adviser or its affiliates without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us. In situations where we cannot co-invest with other investment funds managed by the Adviser due to the restrictions contained in the 1940 Act, the investment policies and procedures of the Adviser generally require that such opportunities be offered to us and such other investment funds on an alternating basis. Therefore, there can be no assurance that we will be able to participate in all investment opportunities identified by the Adviser that are suitable for us. Effect of BDC and RIC Rules on Investment Strategy . Our having to comply with the various rules necessary to remain qualified as a BDC and a RIC could adversely impact the implementation of our investment strategy and thus reduce returns to investors. For example, the diversification requirements imposed by the RIC rules could, in certain situations, preclude us from making certain investments. |
Risks Related to Unitholders [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | RISKS RELATED TO UNITHOLDERS Effect of Varying Terms of Classes of Units . Although we have no current intention to do so, pursuant to the LLC Agreement, we may issue Preferred Units. If we issue Preferred Units, there can be no assurance that such issuance would result in a higher yield or return to the holders of the Units. The issuance of Preferred Units would likely cause the net asset value of the Units to become more volatile. If the dividend rate on the Preferred Units were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of the Units would be reduced. If the dividend rate on the Preferred Units were to exceed the net rate of return on our portfolio, the leverage would result in a lower rate of return to the holders of the Units than if we had not issued Preferred Units. Any decline in the net asset value of our investments would be borne entirely by the holders of the Units. Therefore, if the fair value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of the Units than if we were not leveraged through the issuance of Preferred Units. Rights of Preferred Unitholders . Holders of any Preferred Units that we might issue would have the right, voting separately as a single class, to elect two members of the board at all times. In addition, if dividends for Preferred Units become two full years in arrears, the holders of those Preferred Units would have the right to elect a majority of the board until such arrearage is completely eliminated. Restrictions imposed on the declarations and payment of dividends or other distributions to the holders of the Units and Preferred Units, both by the 1940 Act and by the terms of our debt financings (if any), might impair our ability to qualify as a RIC for federal income tax purposes. While we would intend to redeem the Preferred Units to the extent necessary to enable us to distribute our income as required to qualify as a RIC, there can be no assurance that such actions could be effected in time to meet the tax requirements. Retention of Proceeds . During the Commitment Period, the Company was permitted to retain, in whole or in part, any proceeds attributable to portfolio investments and use the amounts so retained to make new investments (up to the cost of portfolio investments attributable to such proceeds), pay Company fees and expenses, repay Company borrowings, or fund reasonable reserves for future Company expenses or other obligations (including obligations to make indemnification advances and payments), provided, that, after the expiration of the Commitment Period, no part of such retained amounts will be used to make any investment for which the Adviser would not be permitted to draw down Commitments. To the extent such retained amounts have been reinvested in investments, a Unitholder will remain subject to investment and other risks associated with such investments. Obligations of Unitholders Relating to Credit Facilities . Under the Natixis Credit Agreement (as defined herein) we have granted security over and may transfer our right to drawdowns of capital from investors to our lenders or other creditors. Unitholders are required to fund drawdowns up to the amount of their respective Undrawn Commitments if an event of default under a credit facility or any other borrowing agreement occurs in order to repay any indebtedness of the Company or any of its subsidiaries, and the payment by a Unitholder of any such amounts that have become due and payable by the Company out of such Unitholder’s Undrawn Commitment may be a condition to the effectiveness of (i) any transfer, withdrawal, termination or reduction of Commitments of such Unitholder or (ii) such Unitholder’s ability to cease funding its Commitment. Consequences of Failure to Pay Commitment in Full . If a Unitholder fails to pay any installment of its Commitment, other Unitholders who have an outstanding Commitment may be required to fund their respective Commitments sooner than they otherwise would have absent such a default. In addition, if funding of Commitments by other Unitholders and our borrowings are inadequate to cover defaulted Commitments, we may be unable to pay our obligations when due or be subjected to penalties or may otherwise suffer adverse consequences that could materially adversely affect the returns to the Unitholders (including non-defaulting Unitholders). If a Unitholder defaults, there is no guarantee that we will recover the full amount of the defaulted Commitment, and such defaulting Unitholder may lose all or a portion of its economic interest in us. No Registration; Limited Transferability of Units . The Units were offered without registration under the Securities Act or any other laws of applicable jurisdictions. All dispositions and transfers of the Units shall be made pursuant to an effective registration statement or in accordance with an exemption from registration contained in the Securities Act. Unitholders will not be permitted to transfer their Units unless (i) we and, if required by our lending arrangements, our lenders give consent and (ii) the transfer is made in accordance with applicable securities laws. Furthermore, the transferability of the Units may be subject to certain restrictions contained in the Subscription Agreement and the LLC Agreement and may be affected by restrictions on resale imposed under U.S. federal, U.S. state or another jurisdiction’s securities laws. A public market does not currently exist for the Units and one is not expected to develop. Withdrawal from an investment in the Units will not generally be permitted. In light of the restrictions imposed on any such transfer and in light of the limitations imposed on a Unitholder’s ability to withdraw all or part of its investment in Units, an investment in the Units should be viewed as illiquid and subject to high risk. No Assurance of Reorganization . No assurances can be made that the Reorganization will occur and investors should not rely on a future Reorganization as a liquidity option. If a Reorganization does occur, a Reorganization Incentive Fee is expected to be payable pro rata by each Reorganized Entity in accordance with the respective advisory agreement of each Reorganized Entity and, if applicable, the distribution procedures described in the organizational documentation of the relevant Reorganized Entity. Although it is expected that such Reorganization Incentive Fee will be calculated using the methodology set forth in “The Private Offering—Investor Optionality; Potential Reorganization”, the final terms of the Reorganization will be determined at the time of the Reorganization and there is no guarantee that such terms will be favorable to investors. Withholding Risk for Foreign Investors . U.S. withholding tax rules require 30% withholding on distributions to Non-U.S. Holders unless there is certainty that such distributions are not subject to such withholding. The Company may make distributions at times of the year when there is uncertainty as to whether the amounts distributed are subject to such withholding. Accordingly, such distributions to Non-U.S. Holders may be subject to overwithholding by the Company (or its withholding agent) and Non-U.S. Holders may be required to file a return with the Internal Revenue Service in order to receive a refund of such overwithheld amounts. Non-U.S. Holders should see the discussion under the heading “ Item 1. Business—Certain U.S. Federal Income Tax Consequences.” Tax Risks . Tax consequences to Unitholders from an investment in the Units are complex. Potential Unitholders are strongly urged to review the discussion in “Item 1. Business—Certain U.S. Federal Income Tax Consequences.” |
General Risk Factors [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | GENERAL RISK FACTORS Political, Social and Economic Uncertainty Risk . Social, political, economic and other conditions and events (such as natural disasters, epidemics and pandemics, terrorism, conflicts and social unrest) will occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which companies and their investments are exposed. As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact are now more likely to have regional or even global effects. Events that occur in one country, region or financial market will, more frequently, adversely impact issuers in other countries, regions or markets, including in established markets such as the U.S. These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat. Uncertainty can result in or coincide with, among other things: increased volatility in the financial markets for securities, derivatives, loans, credit and currency; a decrease in the reliability of market prices and difficulty in valuing assets (including portfolio company assets); greater fluctuations in spreads on debt investments and currency exchange rates; increased risk of default (by both government and private obligors and issuers); further social, economic, and political instability; nationalization of private enterprise; greater governmental involvement in the economy or in social factors that impact the economy; changes to governmental regulation and supervision of the loan, securities, derivatives and currency markets and market participants and decreased or revised monitoring of such markets by governments or self-regulatory organizations and reduced enforcement of regulations; limitations on the activities of investors in such markets; controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; the significant loss of liquidity and the inability to purchase, sell and otherwise fund investments or settle transactions (including, but not limited to, a market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation, which can last many years and have substantial negative effects on credit and securities markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal judgments. We will also be negatively affected if the operations and effectiveness of us or a portfolio company (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted. Changes to U.S. Tariff and Import/Export Regulations . There has been ongoing discussion and commentary regarding potential, significant changes to U.S. trade policies, treaties and tariffs, resulting in significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us. Changes in Applicable Law . We must comply with various legal requirements, including requirements imposed by United States and non-U.S. anti-money laundering laws, securities laws, commodities laws, tax laws and pension laws. Should any of those laws change over the life of the Company, the legal requirements to which we and the Adviser may be subject could differ materially from current requirements. In addition, if a Unitholder fails to comply with applicable anti-money laundering laws and similar laws, the Company may mandatorily repurchase such Unitholder’s Units. Terrorist Action . There is a risk of terrorist attacks on the United States and elsewhere causing significant loss of life and property damage and disruptions in global market. Economic and diplomatic sanctions may be in place or imposed on certain states and military action may be commenced. The impact of such events is unclear, but could have a material effect on general economic conditions and market liquidity. Dependence on Information Systems and Systems Failures . Our business is highly dependent on the communications and information systems of the Adviser, its affiliates and third parties. Further, in the ordinary course of our business we or the Adviser may engage certain third party service providers to provide us with services necessary for our business. Any failure or interruption of those systems or services, including as a result of the termination or suspension of an agreement with any third party service providers, could cause delays or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be: • sudden electrical or telecommunications outages; • natural disasters such as earthquakes, tornadoes and hurricanes; • disease pandemics or other serious public health events, such as the recent global outbreak of COVID-19; • events arising from local or larger scale political or social matters, including terrorist acts; and • cyber-attacks. These events, in turn, could have a material adverse effect on our operating results. Cybersecurity Risks and Cyber Incidents . We are highly dependent on information systems, and systems failures could significantly disrupt our business, which may, in turn, negatively affect the value of our Units and our ability to pay distributions. Our business depends on the communications and information systems of our Adviser and its affiliates. These systems are subject to potential attacks, including through adverse events that threaten the confidentiality, integrity or availability of our information resources (i.e., cyber incidents). Cyber hacking could also cause significant disruption and harm to the companies in which we invest. The U.S. government has issued warnings that certain essential assets, specifically those related to energy and infrastructure, including exploration and production facilities, pipelines and transmission and distribution facilities, might be specific targets of terrorist activity. Additionally, digital and network technologies (collectively, “cyber networks”) might be at risk of cyberattacks that could potentially seek unauthorized access to digital systems for purposes such as misappropriating sensitive information, corrupting data or causing operational disruption. Cyberattacks might potentially be carried out by persons using techniques that could range from efforts to electronically circumvent network security or overwhelm websites to intelligence gathering and social engineering functions aimed at obtaining information necessary to gain access. These attacks could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption and result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, any of which could, in turn, have a material adverse effect on our operating results and negatively affect the value of our securities and our ability to pay distributions to our unitholders. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by the Adviser and third-party service providers. |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
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. As of December 31, 2022 , the Company has two wholly-owned subsidiaries - TCW DL VI Funding I, LLC and TCW DL CTH, LLC each a Delaware limited liability company and each designed to hold an equity investment of the Company's. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Term: The 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. 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 December 31, 2022, aggregate Commitments, Undrawn Commitments, the percentage of Commitments funded and the number of subscribed for Units of the Company were as follows: Commitments Undrawn % of Units Common Unitholder $ 1,803,465 $ 199,120 89.0 % 18,034,649 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 December 31, 2022 was $ 100,875 . |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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. Reclassifications: Certain prior period amounts in the Consolidated Statements of Operations relating to interest expense on repurchase transactions have been reclassified out of Other expenses and into Interest expense on repurchase transactions to conform to the current period presentation. 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 is recorded on an accrual basis unless doubtful of collection or the related investment is in default. Realized gains and losses on investments are recorded on a specific identification basis. The Company typically receives a fee in the form of a discount to the purchase price at the time it funds an investment in a loan. The discount is accreted to interest income over the life of the respective loan, using the effective-interest method assuming there are no questions as to collectability, and reflected in the amortized cost basis of the investment. Ongoing facility, commitment or other additional fees including prepayment fees, consent fees and forbearance fees are recognized as interest income in the period in which it was earned. Income received in exchange for the provision of services such as administration and managerial services are recognized as other fee income in the period in which it was earned. 2. Significant Accounting Policies (Continued) 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. 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 considers all investments with a maturity of three months or less at the time of acquisition to be cash equivalents. As of December 31, 2022 , 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. 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 December 31, 2022, 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. 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. Recent Accounting Pronouncements: In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04” ). The amendments in ASU 2020-04 provide optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of LIBOR and other interbank offered reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022 . 2. Significant Accounting Policies (Continued) In January 2021, the FASB issued Accounting Standards Update ("ASU") No. 2021-01, Reference Rate Reform (Topic 848) ("ASU 2021-01"). ASU 2021-01 is an update of ASU 2020-04, which is in response to concerns about structural risks of interbank offered rates, and particularly the risk of cessation of LIBOR; regulators have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU 2021-01 update clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in this update are effective immediately through December 31, 2022 , for all entities. The optional guidance and practical expedients in ASU 2020-04 and 2021-01 are not applicable to the Company and therefore did not have a material impact to the consolidated financial statements. 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
Investment Valuations and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
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. Investments for which market quotes are not readily available or are not considered reliable are valued at fair value and approved by the Board based on similar instruments, internal assumptions and the weighting of the best available pricing inputs. On May 12, 2022, pursuant to Rule 2a-5 under the 1940 Act, the Board 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. Prior to this date, fair valuations were approved by the Board in accordance with the Company's valuation policy. The Adviser's internal valuation process did not change as a result of Rule 2a-5, and it continues to receive a report from an independent third-party valuation firm for fair valued securities. 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. 3. Investment Valuations and Fair Value Measurements (Continued) 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. A discounted cash flow approach incorporating a weighted average cost of capital is generally used to determine fair value or, in some cases, an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events. Equity , (Level 3), includes common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used it follows the income approach. The pricing model takes into account the contract terms as well as multiple inputs, including: time value, implied volatility, equity prices and interest rates. A liquidity discount based on current market expectations, future events, minority ownership position and the period management reasonably expects to hold the investment may be applied. Pricing inputs and weightings applied to determine value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments. 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. 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 December 31, 2022: Investments Level 1 Level 2 Level 3 NAV Total Debt $ — $ — $ 349,861 $ — $ 349,861 Equity 1,925 — 79,526 — 81,451 Investment Funds & Vehicles (1) — — — 84,142 84,142 Short- term investments 501,075 — — — 501,075 Cash equivalents 4,223 — — — 4,223 Total $ 507,223 $ — $ 429,387 $ 84,142 $ 1,020,752 (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, 2021: Investments Level 1 Level 2 Level 3 NAV Total Debt $ — $ — $ 341,742 $ — $ 341,742 Equity 9,750 — 55,638 — 65,388 Investment Funds & Vehicles (1) — — — 88,335 88,335 Short- term investments 549,930 — — — 549,930 Total $ 559,680 $ — $ 397,380 $ 88,335 $ 1,045,395 (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 tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the years ended December 31, 2022 and 2021: Debt Equity Total Balance, January 1, 2022 $ 341,742 $ 55,638 $ 397,380 Purchases, including payments received in-kind 32,723 316 33,039 Sales and paydowns of investments ( 9,589 ) — ( 9,589 ) Amortization of premium and accretion of discount, net 126 — 126 Net change in unrealized appreciation/(depreciation) ( 15,141 ) 23,572 8,431 Balance, December 31, 2022 $ 349,861 $ 79,526 $ 429,387 Change in net unrealized appreciation/(depreciation) in investments held as of December 31, 2022 $ ( 15,141 ) $ 23,297 $ 8,156 3. Investment Valuations and Fair Value Measurements (Continued) Debt Equity Total Balance, January 1, 2021 $ 476,052 $ 13,984 $ 490,036 Purchases, including payments received in-kind 30,403 5,117 35,520 Sales and paydowns of investments ( 182,632 ) — ( 182,632 ) Amortization of premium and accretion of discount, net 981 — 981 Net realized losses ( 54,878 ) ( 1,363 ) ( 56,241 ) Net change in unrealized appreciation/(depreciation) 71,816 37,900 109,716 Balance, December 31, 2021 $ 341,742 $ 55,638 $ 397,380 Change in net unrealized appreciation/(depreciation) in investments held as of December 31, 2021 $ 2,662 $ 36,520 $ 39,182 The Company did not have any transfers between levels during the years ended December 31, 2022 and 2021. 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 December 31, 2022. Investment Type Fair Value Valuation Unobservable Input Range Weighted Impact to Debt $ 43,636 Income Method Discount Rate 14.6 % to 17.6 % 16.1 % Decrease Debt $ 141,246 Market Method EBITDA Multiple 6.0 x to 9.0 x N/A Increase Debt $ 29,341 Market Method Revenue Multiple 0.1 x to 0.2 x N/A Increase Debt $ 2,605 Market Method Indicative Bid 17.8 % to 29.7 % N/A Increase Debt $ 133,033 Market Method EBITDA Multiple 7.0 x to 11.0 x N/A Increase Revenue Multiple 0.3 x to 0.7 x N/A Increase Equity $ 11,753 Market Method EBITDA Multiple 6.0 x to 6.5 x N/A Increase Equity $ 22,763 Market Method Revenue Multiple 0.1 x to 0.2 x N/A Increase Equity $ — Market Method Indicative Bid 0.0 % to 0.0 % N/A Increase Equity $ 45,010 Market Method EBITDA Multiple 7.0 x to 11.0 x N/A Increase Revenue Multiple 0.3 x to 0.7 x N/A Increase * Weighted based on fair value 3. Investment Valuations and Fair Value Measurements (Continued) The following table summarizes the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of December 31, 2021. Investment Type Fair Value Valuation Unobservable Input Range Weighted Impact to Debt $ 50,552 Income Method Discount Rate 8.9 % to 10.7 % 9.8 % Decrease Debt $ 181,951 Market Method EBITDA Multiple 5.9 x to 8.1 x N/A Increase Debt $ 71,301 Market Method Revenue Multiple 1.1 x to 1.3 x N/A Increase Debt $ 2,807 Market Method Indicative Bid 25.8 % to 28.7 % N/A Increase Debt $ 35,131 Market Method EBITDA Multiple 3.0 x to 9.8 x N/A Increase Revenue Multiple 0.2 x to 0.2 x N/A Increase Equity $ 31,302 Market Method EBITDA Multiple 5.9 x to 8.1 x N/A Increase Equity $ 24,336 Market Method EBITDA Multiple 3.0 x to 9.8 x N/A Increase Revenue Multiple 0.2 x to 0.2 x 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. |
Agreements and Related Party Tr
Agreements and Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
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, its 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. 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 4. Agreements and Related Party Transactions (Continued) 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. For the years ended December 31, 2022, 2021 and 2020, Management Fees incurred amounted to $ 4,015 , $ 5,293 and $ 7,511 , respectively, of which $ 999 , $ 1,055 and $ 1,698 remained payable at December 31, 2022, 2021 and 2020, respectively. 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. 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 years ended December 31, 2022, 2021 and 2020. 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 4. Agreements and Related Party Transactions (Continued) (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
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Unfunded Commitments Maturity/ Amount Unrealized Amount Unrealized Retail & Animal Intermediate, LLC November 2025 $ 4,981 $ — $ — $ — Ruby Tuesday Operations LLC (fka Ruby Tuesday, Inc.) February 2025 4,921 — 6,824 — Pace Industries, Inc. June 2025 2,086 — — — Guardia LLC (fka Carrier & Technology Solutions, LLC) July 2023 — — 190 138 Total $ 11,988 $ — $ 7,014 $ 138 The Company’s total capital commitment to its underlying investment in Strategic Ventures is $ 481,600 . As of December 31, 2022 and 2021 , 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 December 31, 2022, 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
Members Capital | 12 Months Ended |
Dec. 31, 2022 | |
Statement Of Stockholders Equity [Abstract] | |
Members Capital | 6. Members’ Capital During the years ended December 31, 2022, 2021 and 2020, the Company did not sell or issue any Common Units. The activity for the years ended December 31, 2022, 2021 and 2020 was as follows: For the Year Ended December 31, 2022 2021 2020 Units at beginning of year 20,134,698 20,134,698 20,134,698 Units reduced during the period ( 2,100,049 ) — — Units issued and committed at end of year 18,034,649 20,134,698 20,134,698 For the years ended December 31, 2022, 2021 and 2 0 20 , the Company processed $ 0 deemed distributions and re-contributions. |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2022 | |
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. 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 . 7. Credit Facility (Continued) 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) adjusted eurodollar rate calculated in a customary manner plus 1.95 %, (b) commercial paper rate plus 1.95 %, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted eurodollar 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 December 31, 2022, the Company was in compliance with such covenants. As of December 31, 2022 and 2021, the Available Commitment under the Amended Credit Agreement was $ 50,750 and $ 61,750 , respectively. As of December 31, 2022 and 2021, the amounts outstanding under the Credit Facility were $ 126,250 and $ 115,250 , respectively. T he carrying amount of the Credit Facility, which is categorized as Level 2 within the fair value hierarchy as of December 31, 2022 and 2021 , 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 in connection with the April 6, 2021 Third Amended Credit Agreement. The Company recorded these costs as deferred fi nancing costs on its Consolidated Statements of Asset and Liabilities and the costs are being amortized over the life of the Credit Facility. As of December 31, 2022 and 2021, $ 120 and $ 498 , respectively, of such prepaid deferred financing costs had yet to be amortized. The summary information regarding the Credit Facility for the years ended December 31, 2022, 2021 and 2020 was as follows: For the Year Ended December 31, 2022 2021 2020 Credit facility interest expense $ 4,484 $ 2,842 $ 9,162 Undrawn commitment fees 240 250 1,162 Administrative fees 67 65 65 Amortization of deferred financing costs 857 1,620 1,474 Total $ 5,648 $ 4,777 $ 11,863 Weighted average interest rate 3.76 % 2.43 % 3.57 % Average outstanding balance $ 117,768 $ 115,250 $ 252,629 If the Company’s ratio of aggregate fair value of all eligible portfolio assets (as defined in the Credit Agreement) to the principal amount outstanding (“Ratio of Eligible Portfolio Assets”) falls below 150 %, a mandatory prepayment provision is triggered in the Credit Agreement requiring the Company to utilize all cash receipts attributable to the eligible portfolio assets as a prepayment to the outstanding principal obligation, within five days of collecting such cash receipts, until such a time when the Ratio of Eligible Portfolio Assets exceeds 150%. The Company’s Ratio of Eligible Portfolio Assets exceeded 150% on January 10, 2020 through March 26, 2020. On March 27, 2020, the Company’s Ratio of Eligible Portfolio Assets fell below 150%. However, in connection with the Amended Credit Agreement executed on April 6, 2020, the mandatory repayment was waived by Natixis. The Company’s Ratio of Eligible Portfolio Assets has exceeded 150% since April 6, 2020. |
Repurchase Transactions
Repurchase Transactions | 12 Months Ended |
Dec. 31, 2022 | |
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 (the “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 December 31, 2022 and 2021. Interest expense incurred under these Repurchase Transactions was $ 1,566 , $ 152 , and $ 40 for the years ended December 31, 2022, 2021, and 2020 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | . 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 December 31, 2022, 2021 and 2020, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows: For the Year Ended December 31, 2022 2021 2020 Cost of investments for federal income tax purposes $ 1,051,514 $ 1,088,923 $ 1,410,101 Unrealized appreciation $ 57,357 $ 37,008 $ 7,397 Unrealized depreciation $ ( 88,118 ) $ ( 80,537 ) $ ( 145,449 ) Net unrealized appreciation (depreciation) on investments $ ( 30,761 ) $ ( 43,529 ) $ ( 138,052 ) The following reclassifications have been made for the permanent difference between book and tax accounting as of December 31, 2022, 2021 and 2020. These differences result primarily from net operating losses, differences in accounting for partnership interests, and amendment fees reclassified as capital gains. For the Year Ended December 31, 2022 2021 2020 Common Unitholders tax reclassification $ ( 3 ) $ ( 168 ) $ ( 137 ) Undistributed net investment (loss) income $ ( 3,239 ) $ 2,341 $ ( 4,484 ) Accumulated net realized gain (loss) $ 3,242 $ ( 2,173 ) $ 4,621 The tax character of shareholder distributions attributable to the years ended December 31, 2022, 2021 and 2020 was as follows: For the Year Ended December 31, 2022 2021 2020 Ordinary income $ 26,873 $ 38,000 $ 75,397 Return of capital $ 12,627 $ 245,000 $ 236,253 9. Income Taxes (Continued) The tax components of distributable earnings on a tax basis for years ended December 31, 2022, 2021 and 2020 were as follows: For the Year Ended December 31, 2022 2021 2020 Net tax appreciation (depreciation) $ ( 30,761 ) $ ( 43,667 ) $ ( 138,765 ) Capital loss carryover $ ( 53,201 ) $ ( 56,792 ) $ ( 27,846 ) Other cumulative effect of timing differences $ ( 281 ) $ — $ — As of December 31, 2022, the Company had a short-term capital loss carryforw ard of $ 2,302 and a l ong-term capital loss carryforward of $ 50,899 for fe deral income tax purposes, which may be carried forward indefinitely. These capital loss carryforwards are available to offset net realized gains in future years, thereby reducing future taxable gains distributions. The Company's investment in SSI Parent, LLC's (fka School Specialty, Inc.) common stock is held through TCW DL SSP LLC, an unconsolidated special purpose vehicle. The fair value of such equity investment as of December 31, 2022 is net o f a $ 10,417 defer red 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. The Company did no t have any unrecognized tax benefits at December 31, 2022 or 2021 , 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 Co mpany is subject to examination by U.S. federal and state tax authorities regarding returns filed for the prior three and four years , respectively. |
Unconsolidated Significant Subs
Unconsolidated Significant Subsidiaries | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Unconsolidated Significant Subsidiaries | . Unconsolidated Significant Subsidiaries In accordance with Rules 3-09 and 4-08(g) of Regulation S-X (“Rule 3-09” and “Rule 4-08(g),” respectively), the Company must determine which of its unconsolidated controlled portfolio companies are considered “significant subsidiaries,” if any. In evaluating these investments, Rule 1-02(w)(2) of Regulation S-X stipulates two tests to be utilized by a business development corporation to determine if any of our controlled investments are considered significant subsidiaries for financial reporting purposes: the investment test and the income test. Rule 3-09 requires separate audited financial statements of an unconsolidated majority owned subsidiary in an annual report if any of the tests exceed the thresholds noted in Rule 1-02(w)(2) whereas Rule 4-08(g) only requires summarized financial information in an annual/quarterly report if the thresholds are exceeded. Our investment in TCW Strategic Ventures as of December 31, 2022 exceeded the threshold in at least one of the Rule 3-09 tests. Accordingly, we are attaching the audited financial statements of TCW Strategic Ventures to this Form 10-K. Further, our investments in Pace Industries, Inc., and SSI Parent, LLC (fka School Specialty, Inc.) exceed the threshold in at least one of the Rule 4-08(g) tests. Included below are the summarized financial information for Pace Industries, Inc. and SSI, Parent, LLC (fka School Specialty, Inc.): As of December 31, 2022 2021 Selected Balance Sheet Information - Pace Industries, Inc. Total assets $ 452,200 $ 417,977 Total liabilities 605,728 459,818 Equity ( 153,528 ) ( 41,841 ) As of December 31, As of December 25, 2022 (1) 2021 (1) Selected Balance Sheet Information - SSI Parent, LLC (fka School Specialty, Inc.) Total assets $ 284,445 $ 255,459 Total liabilities 245,465 232,224 Equity 38,980 23,235 10. Unconsolidated Significant Subsidiaries (Continued) For the Twelve Months Ended December 31, For the Twelve Months Ended December 31, For the Seven Months Ended December 31, 2022 2021 2020 Selected Income Statement Information - Pace Industries, Inc. Total revenue $ 657,261 $ 579,995 $ 286,440 Net loss ( 113,346 ) ( 25,788 ) ( 39,332 ) For the Twelve Months Ended December 31, For the Twelve Months Ended December 25, For the period September 15, 2020 through December 26, 2022 (1) 2021 (1) 2020 (1) Selected Income Statement Information - SSI Parent, LLC (fka School Specialty, Inc.) Total revenue $ 749,789 $ 615,759 $ 121,249 Net income (loss) 27,368 10,569 ( 16,413 ) (1) The fiscal year of SSI Parent, LLC (fka School Specialty, Inc) ends on the last Saturday in December each year. Further, SSI Parent, LLC did not have any assets, liabilities, capitalization, or operations prior to September 15, 2020. |
Financial Highlights
Financial Highlights | 12 Months Ended |
Dec. 31, 2022 | |
Investment Company Financial Highlights [Abstract] | |
Financial Highlights | 11. Financial Highlights Selected data for a unit outstanding throughout the years ended December 31, 2022, 2021, 2020, 2019 and 2018 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 Year Ended December 31, 2022 (1) 2021 (1) 2020 (1) 2019 (1) 2018 (1) Net Asset Value Per Unit (accrual base), Beginning of Year $ 39.65 $ 48.54 $ 63.74 $ 65.69 $ 78.70 Adjustment due to reduction of undrawn commitments (2) ( 7.02 ) — — — — Income from Investment Operations: Net investment income 1.67 1.78 4.00 7.34 6.74 Net realized and unrealized (loss) gain 0.74 3.39 ( 3.72 ) ( 2.89 ) ( 2.03 ) Total from investment operations 2.41 5.17 0.28 4.45 4.71 Less Distributions: From net investment income ( 1.49 ) ( 1.89 ) ( 3.74 ) ( 6.20 ) ( 6.79 ) Return of capital ( 0.71 ) ( 12.17 ) ( 11.74 ) ( 0.20 ) ( 10.93 ) Total distributions (3) ( 2.20 ) ( 14.06 ) ( 15.48 ) ( 6.40 ) ( 17.72 ) Net Asset Value Per Unit (accrual base), End of Year $ 32.84 $ 39.65 $ 48.54 $ 63.74 $ 65.69 Common Unitholder Total Return (4) 13.30 % 20.66 % 0.78 % 10.83 % 9.07 % Common Unitholder IRR (5) 8.46 % 8.30 % 7.24 % 8.18 % 7.58 % Ratios and Supplemental Data Members’ Capital, end of year $ 393,215 $ 389,304 $ 568,275 $ 874,228 $ 913,543 Units outstanding, end of year 18,034,649 20,134,698 20,134,698 20,134,698 20,134,698 Ratios based on average net assets of Members’ Capital: Ratio of total expenses to average net assets 3.33 % 2.38 % 3.10 % 3.42 % 3.57 % Expenses recaptured (reimbursed) by Investment Adviser — % — % — % — % ( 0.02 )% Ratio of net expenses to average net assets 3.33 % 2.38 % 3.10 % 3.42 % 3.55 % Ratio of financing cost to average net assets 1.44 % 0.94 % 1.68 % 2.11 % 2.35 % Ratio of net investment income before expense recapture (reimbursement) to average net assets 7.67 % 7.02 % 11.38 % 17.23 % 12.56 % Ratio of net investment income to average net assets 7.67 % 7.02 % 11.38 % 17.23 % 12.59 % Credit facility payable $ 126,250 $ 115,250 $ 115,250 $ 364,065 $ 365,000 Asset coverage ratio 4.11 4.38 5.93 3.40 3.50 Portfolio turnover rate 1.71 % 1.29 % 14.68 % 5.12 % 7.60 % 11. Financial Highlights (Continued) (1) Per unit data was calculated using the number of Common Units issued and outstanding as of December 31, 2022, 2021, 2020, 2019 and 2018. (2) NAV per unit was adjusted due to the reduction in undrawn commitments that occurred during the period. Refer to Note 1. (3) Includes distributions which have an offsetting capital re-contribution (“deemed distributions”). Excludes return of unused capital. (4) The Total Return for the years ended December 31, 2022, 2021, 2020, 2019, and 2018 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. The Internal Rate of Return (IRR) since inception for the Common Unitholders, after management fees, financing costs and operating expenses is 8.46 % through December 31, 2022 . 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. 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. On January 10, 2023, the Company entered into the fourth amendment to the revolving credit agreement with Natixis. The fourth amendment includes the addition of the Adjusted Term SOFR Rate and removal of the Eurocurrency Rate for purposes of calculating interest on the loan. The Company incurred $25 of upfr ont costs to amend the loan. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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. Reclassifications: Certain prior period amounts in the Consolidated Statements of Operations relating to interest expense on repurchase transactions have been reclassified out of Other expenses and into Interest expense on repurchase transactions to conform to the current period presentation. |
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 is recorded on an accrual basis unless doubtful of collection or the related investment is in default. Realized gains and losses on investments are recorded on a specific identification basis. The Company typically receives a fee in the form of a discount to the purchase price at the time it funds an investment in a loan. The discount is accreted to interest income over the life of the respective loan, using the effective-interest method assuming there are no questions as to collectability, and reflected in the amortized cost basis of the investment. Ongoing facility, commitment or other additional fees including prepayment fees, consent fees and forbearance fees are recognized as interest income in the period in which it was earned. Income received in exchange for the provision of services such as administration and managerial services are recognized as other fee income in the period in which it was earned. 2. Significant Accounting Policies (Continued) 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. 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 considers all investments with a maturity of three months or less at the time of acquisition to be cash equivalents. As of December 31, 2022 , 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. |
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 December 31, 2022, 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. |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04” ). The amendments in ASU 2020-04 provide optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of LIBOR and other interbank offered reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022 . 2. Significant Accounting Policies (Continued) In January 2021, the FASB issued Accounting Standards Update ("ASU") No. 2021-01, Reference Rate Reform (Topic 848) ("ASU 2021-01"). ASU 2021-01 is an update of ASU 2020-04, which is in response to concerns about structural risks of interbank offered rates, and particularly the risk of cessation of LIBOR; regulators have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU 2021-01 update clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in this update are effective immediately through December 31, 2022 , for all entities. The optional guidance and practical expedients in ASU 2020-04 and 2021-01 are not applicable to the Company and therefore did not have a material impact to the consolidated financial statements. 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 Pre_2
Organization and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022, aggregate Commitments, Undrawn Commitments, the percentage of Commitments funded and the number of subscribed for Units of the Company were as follows: Commitments Undrawn % of Units Common Unitholder $ 1,803,465 $ 199,120 89.0 % 18,034,649 |
Investment Valuations and Fai_2
Investment Valuations and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022: Investments Level 1 Level 2 Level 3 NAV Total Debt $ — $ — $ 349,861 $ — $ 349,861 Equity 1,925 — 79,526 — 81,451 Investment Funds & Vehicles (1) — — — 84,142 84,142 Short- term investments 501,075 — — — 501,075 Cash equivalents 4,223 — — — 4,223 Total $ 507,223 $ — $ 429,387 $ 84,142 $ 1,020,752 (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, 2021: Investments Level 1 Level 2 Level 3 NAV Total Debt $ — $ — $ 341,742 $ — $ 341,742 Equity 9,750 — 55,638 — 65,388 Investment Funds & Vehicles (1) — — — 88,335 88,335 Short- term investments 549,930 — — — 549,930 Total $ 559,680 $ — $ 397,380 $ 88,335 $ 1,045,395 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. |
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 years ended December 31, 2022 and 2021: Debt Equity Total Balance, January 1, 2022 $ 341,742 $ 55,638 $ 397,380 Purchases, including payments received in-kind 32,723 316 33,039 Sales and paydowns of investments ( 9,589 ) — ( 9,589 ) Amortization of premium and accretion of discount, net 126 — 126 Net change in unrealized appreciation/(depreciation) ( 15,141 ) 23,572 8,431 Balance, December 31, 2022 $ 349,861 $ 79,526 $ 429,387 Change in net unrealized appreciation/(depreciation) in investments held as of December 31, 2022 $ ( 15,141 ) $ 23,297 $ 8,156 3. Investment Valuations and Fair Value Measurements (Continued) Debt Equity Total Balance, January 1, 2021 $ 476,052 $ 13,984 $ 490,036 Purchases, including payments received in-kind 30,403 5,117 35,520 Sales and paydowns of investments ( 182,632 ) — ( 182,632 ) Amortization of premium and accretion of discount, net 981 — 981 Net realized losses ( 54,878 ) ( 1,363 ) ( 56,241 ) Net change in unrealized appreciation/(depreciation) 71,816 37,900 109,716 Balance, December 31, 2021 $ 341,742 $ 55,638 $ 397,380 Change in net unrealized appreciation/(depreciation) in investments held as of December 31, 2021 $ 2,662 $ 36,520 $ 39,182 |
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 December 31, 2022. Investment Type Fair Value Valuation Unobservable Input Range Weighted Impact to Debt $ 43,636 Income Method Discount Rate 14.6 % to 17.6 % 16.1 % Decrease Debt $ 141,246 Market Method EBITDA Multiple 6.0 x to 9.0 x N/A Increase Debt $ 29,341 Market Method Revenue Multiple 0.1 x to 0.2 x N/A Increase Debt $ 2,605 Market Method Indicative Bid 17.8 % to 29.7 % N/A Increase Debt $ 133,033 Market Method EBITDA Multiple 7.0 x to 11.0 x N/A Increase Revenue Multiple 0.3 x to 0.7 x N/A Increase Equity $ 11,753 Market Method EBITDA Multiple 6.0 x to 6.5 x N/A Increase Equity $ 22,763 Market Method Revenue Multiple 0.1 x to 0.2 x N/A Increase Equity $ — Market Method Indicative Bid 0.0 % to 0.0 % N/A Increase Equity $ 45,010 Market Method EBITDA Multiple 7.0 x to 11.0 x N/A Increase Revenue Multiple 0.3 x to 0.7 x N/A Increase * Weighted based on fair value 3. Investment Valuations and Fair Value Measurements (Continued) The following table summarizes the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of December 31, 2021. Investment Type Fair Value Valuation Unobservable Input Range Weighted Impact to Debt $ 50,552 Income Method Discount Rate 8.9 % to 10.7 % 9.8 % Decrease Debt $ 181,951 Market Method EBITDA Multiple 5.9 x to 8.1 x N/A Increase Debt $ 71,301 Market Method Revenue Multiple 1.1 x to 1.3 x N/A Increase Debt $ 2,807 Market Method Indicative Bid 25.8 % to 28.7 % N/A Increase Debt $ 35,131 Market Method EBITDA Multiple 3.0 x to 9.8 x N/A Increase Revenue Multiple 0.2 x to 0.2 x N/A Increase Equity $ 31,302 Market Method EBITDA Multiple 5.9 x to 8.1 x N/A Increase Equity $ 24,336 Market Method EBITDA Multiple 3.0 x to 9.8 x N/A Increase Revenue Multiple 0.2 x to 0.2 x N/A Increase * Weighted based on fair value |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Unfunded Commitments Maturity/ Amount Unrealized Amount Unrealized Retail & Animal Intermediate, LLC November 2025 $ 4,981 $ — $ — $ — Ruby Tuesday Operations LLC (fka Ruby Tuesday, Inc.) February 2025 4,921 — 6,824 — Pace Industries, Inc. June 2025 2,086 — — — Guardia LLC (fka Carrier & Technology Solutions, LLC) July 2023 — — 190 138 Total $ 11,988 $ — $ 7,014 $ 138 |
Members Capital (Table)
Members Capital (Table) | 12 Months Ended |
Dec. 31, 2022 | |
Statement Of Stockholders Equity [Abstract] | |
Summary of Company Unit Activity | During the years ended December 31, 2022, 2021 and 2020, the Company did not sell or issue any Common Units. The activity for the years ended December 31, 2022, 2021 and 2020 was as follows: For the Year Ended December 31, 2022 2021 2020 Units at beginning of year 20,134,698 20,134,698 20,134,698 Units reduced during the period ( 2,100,049 ) — — Units issued and committed at end of year 18,034,649 20,134,698 20,134,698 |
Credit Facility (Tables)
Credit Facility (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary Information Regarding Credit Facility | The summary information regarding the Credit Facility for the years ended December 31, 2022, 2021 and 2020 was as follows: For the Year Ended December 31, 2022 2021 2020 Credit facility interest expense $ 4,484 $ 2,842 $ 9,162 Undrawn commitment fees 240 250 1,162 Administrative fees 67 65 65 Amortization of deferred financing costs 857 1,620 1,474 Total $ 5,648 $ 4,777 $ 11,863 Weighted average interest rate 3.76 % 2.43 % 3.57 % Average outstanding balance $ 117,768 $ 115,250 $ 252,629 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Aggregate Investment Unrealized Appreciation and Depreciation for Federal Income Tax Purposes | As of December 31, 2022, 2021 and 2020, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows: For the Year Ended December 31, 2022 2021 2020 Cost of investments for federal income tax purposes $ 1,051,514 $ 1,088,923 $ 1,410,101 Unrealized appreciation $ 57,357 $ 37,008 $ 7,397 Unrealized depreciation $ ( 88,118 ) $ ( 80,537 ) $ ( 145,449 ) Net unrealized appreciation (depreciation) on investments $ ( 30,761 ) $ ( 43,529 ) $ ( 138,052 ) |
Schedule of Reclassifications for Permanent Difference Between Book and Tax Accounting | The following reclassifications have been made for the permanent difference between book and tax accounting as of December 31, 2022, 2021 and 2020. These differences result primarily from net operating losses, differences in accounting for partnership interests, and amendment fees reclassified as capital gains. For the Year Ended December 31, 2022 2021 2020 Common Unitholders tax reclassification $ ( 3 ) $ ( 168 ) $ ( 137 ) Undistributed net investment (loss) income $ ( 3,239 ) $ 2,341 $ ( 4,484 ) Accumulated net realized gain (loss) $ 3,242 $ ( 2,173 ) $ 4,621 |
Schedule of Tax Character of Shareholder Distributions | The tax character of shareholder distributions attributable to the years ended December 31, 2022, 2021 and 2020 was as follows: For the Year Ended December 31, 2022 2021 2020 Ordinary income $ 26,873 $ 38,000 $ 75,397 Return of capital $ 12,627 $ 245,000 $ 236,253 |
Schedule of Tax Components of Distributable Earnings | The tax components of distributable earnings on a tax basis for years ended December 31, 2022, 2021 and 2020 were as follows: For the Year Ended December 31, 2022 2021 2020 Net tax appreciation (depreciation) $ ( 30,761 ) $ ( 43,667 ) $ ( 138,765 ) Capital loss carryover $ ( 53,201 ) $ ( 56,792 ) $ ( 27,846 ) Other cumulative effect of timing differences $ ( 281 ) $ — $ — |
Unconsolidated Significant Su_2
Unconsolidated Significant Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Unconsolidated Significant Subsidiaries | Included below are the summarized financial information for Pace Industries, Inc. and SSI, Parent, LLC (fka School Specialty, Inc.): As of December 31, 2022 2021 Selected Balance Sheet Information - Pace Industries, Inc. Total assets $ 452,200 $ 417,977 Total liabilities 605,728 459,818 Equity ( 153,528 ) ( 41,841 ) As of December 31, As of December 25, 2022 (1) 2021 (1) Selected Balance Sheet Information - SSI Parent, LLC (fka School Specialty, Inc.) Total assets $ 284,445 $ 255,459 Total liabilities 245,465 232,224 Equity 38,980 23,235 10. Unconsolidated Significant Subsidiaries (Continued) For the Twelve Months Ended December 31, For the Twelve Months Ended December 31, For the Seven Months Ended December 31, 2022 2021 2020 Selected Income Statement Information - Pace Industries, Inc. Total revenue $ 657,261 $ 579,995 $ 286,440 Net loss ( 113,346 ) ( 25,788 ) ( 39,332 ) For the Twelve Months Ended December 31, For the Twelve Months Ended December 25, For the period September 15, 2020 through December 26, 2022 (1) 2021 (1) 2020 (1) Selected Income Statement Information - SSI Parent, LLC (fka School Specialty, Inc.) Total revenue $ 749,789 $ 615,759 $ 121,249 Net income (loss) 27,368 10,569 ( 16,413 ) (1) The fiscal year of SSI Parent, LLC (fka School Specialty, Inc) ends on the last Saturday in December each year. Further, SSI Parent, LLC did not have any assets, liabilities, capitalization, or operations prior to September 15, 2020. |
Financial Highlights (Tables)
Financial Highlights (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 years ended December 31, 2022, 2021, 2020, 2019 and 2018 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 Year Ended December 31, 2022 (1) 2021 (1) 2020 (1) 2019 (1) 2018 (1) Net Asset Value Per Unit (accrual base), Beginning of Year $ 39.65 $ 48.54 $ 63.74 $ 65.69 $ 78.70 Adjustment due to reduction of undrawn commitments (2) ( 7.02 ) — — — — Income from Investment Operations: Net investment income 1.67 1.78 4.00 7.34 6.74 Net realized and unrealized (loss) gain 0.74 3.39 ( 3.72 ) ( 2.89 ) ( 2.03 ) Total from investment operations 2.41 5.17 0.28 4.45 4.71 Less Distributions: From net investment income ( 1.49 ) ( 1.89 ) ( 3.74 ) ( 6.20 ) ( 6.79 ) Return of capital ( 0.71 ) ( 12.17 ) ( 11.74 ) ( 0.20 ) ( 10.93 ) Total distributions (3) ( 2.20 ) ( 14.06 ) ( 15.48 ) ( 6.40 ) ( 17.72 ) Net Asset Value Per Unit (accrual base), End of Year $ 32.84 $ 39.65 $ 48.54 $ 63.74 $ 65.69 Common Unitholder Total Return (4) 13.30 % 20.66 % 0.78 % 10.83 % 9.07 % Common Unitholder IRR (5) 8.46 % 8.30 % 7.24 % 8.18 % 7.58 % Ratios and Supplemental Data Members’ Capital, end of year $ 393,215 $ 389,304 $ 568,275 $ 874,228 $ 913,543 Units outstanding, end of year 18,034,649 20,134,698 20,134,698 20,134,698 20,134,698 Ratios based on average net assets of Members’ Capital: Ratio of total expenses to average net assets 3.33 % 2.38 % 3.10 % 3.42 % 3.57 % Expenses recaptured (reimbursed) by Investment Adviser — % — % — % — % ( 0.02 )% Ratio of net expenses to average net assets 3.33 % 2.38 % 3.10 % 3.42 % 3.55 % Ratio of financing cost to average net assets 1.44 % 0.94 % 1.68 % 2.11 % 2.35 % Ratio of net investment income before expense recapture (reimbursement) to average net assets 7.67 % 7.02 % 11.38 % 17.23 % 12.56 % Ratio of net investment income to average net assets 7.67 % 7.02 % 11.38 % 17.23 % 12.59 % Credit facility payable $ 126,250 $ 115,250 $ 115,250 $ 364,065 $ 365,000 Asset coverage ratio 4.11 4.38 5.93 3.40 3.50 Portfolio turnover rate 1.71 % 1.29 % 14.68 % 5.12 % 7.60 % 11. Financial Highlights (Continued) (1) Per unit data was calculated using the number of Common Units issued and outstanding as of December 31, 2022, 2021, 2020, 2019 and 2018. (2) NAV per unit was adjusted due to the reduction in undrawn commitments that occurred during the period. Refer to Note 1. (3) Includes distributions which have an offsetting capital re-contribution (“deemed distributions”). Excludes return of unused capital. (4) The Total Return for the years ended December 31, 2022, 2021, 2020, 2019, and 2018 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. The Internal Rate of Return (IRR) since inception for the Common Unitholders, after management fees, financing costs and operating expenses is 8.46 % through December 31, 2022 . 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. |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jul. 11, 2022 $ / shares | Sep. 19, 2020 | Mar. 19, 2015 USD ($) $ / shares | May 13, 2014 USD ($) shares | Oct. 31, 2022 | Dec. 31, 2022 USD ($) Agreement | Dec. 31, 2021 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 | $ 2,013,470 | |||||
Recontribute amount distribution percentage | 75% | ||||||
Recallable amount | $ 100,875 | ||||||
Maximum | |||||||
Percentage of aggregate cumulative invested amount in existing portfolio companies | 10% | ||||||
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 | ||||||
Reduction in undrawn commitments | $ / shares | $ 10.43 | ||||||
Percentage of reduction of overall remaining available capital commitments | 41.18% |
Organization and Basis of Pre_4
Organization and Basis of Presentation - Schedule of Aggregate Commitments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Common Unitholders Commitment Value | $ 1,803,465 | $ 2,013,470 |
Undrawn Commitments | $ (199,120) | $ (409,125) |
% of Commitments Funded | 89% | |
Units | 18,034,649 | 20,134,698 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 19, 2015 | Dec. 31, 2022 | |
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 | 0.10% | |
ASU 2020-04 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Dec. 31, 2022 | |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |
ASU 2021-01 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Dec. 31, 2022 | |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Investment Valuations and Fai_3
Investment Valuations and Fair Value Measurements - Summary of Major Security Type of Fair Valuations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | $ 1,020,752 | $ 1,045,395 |
Debt | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 349,861 | 341,742 |
Equity | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 81,451 | 65,388 |
Investment Funds & Vehicles | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 84,142 | 88,335 |
Short-Term Investments | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 501,075 | 549,930 |
Cash Equivalent | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 4,223 | |
Fair Value, Inputs, Level 1 | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 507,223 | 559,680 |
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 | 1,925 | 9,750 |
Fair Value, Inputs, Level 1 | Investment Funds & Vehicles | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | 0 |
Fair Value, Inputs, Level 1 | Short-Term Investments | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 501,075 | 549,930 |
Fair Value, Inputs, Level 1 | Cash Equivalent | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 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 Equivalent | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | |
Fair Value, Inputs, Level 3 | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 429,387 | 397,380 |
Fair Value, Inputs, Level 3 | Debt | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 349,861 | 341,742 |
Fair Value, Inputs, Level 3 | Equity | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 79,526 | 55,638 |
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 Equivalent | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 0 | |
Fair Value Measured at Net Asset Value Per Share | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | 84,142 | 88,335 |
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 | 84,142 | 88,335 |
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 Equivalent | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Investments Fair Value , Total | $ 0 |
Investment Valuations and Fai_4
Investment Valuations and Fair Value Measurements - Summary of Reconciliation of Balances for Total Investments (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Investment Valuations And Fair Value Measurements [Line Items] | ||
Beginning Balance | $ 397,380 | $ 490,036 |
Purchases, including payments received in-kind | 33,039 | 35,520 |
Sales and paydowns of investments | (9,589) | (182,632) |
Amortization of premium and accretion of discount, net | 126 | 981 |
Net realized losses | (56,241) | |
Net change in unrealized appreciation/(depreciation) | 8,431 | 109,716 |
Ending Balance | 429,387 | 397,380 |
Change in net unrealized appreciation/(depreciation) in investments held | 8,156 | 39,182 |
Debt | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Beginning Balance | 341,742 | 476,052 |
Purchases, including payments received in-kind | 32,723 | 30,403 |
Sales and paydowns of investments | (9,589) | (182,632) |
Amortization of premium and accretion of discount, net | 126 | 981 |
Net realized losses | (54,878) | |
Net change in unrealized appreciation/(depreciation) | (15,141) | 71,816 |
Ending Balance | 349,861 | 341,742 |
Change in net unrealized appreciation/(depreciation) in investments held | (15,141) | 2,662 |
Equity | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Beginning Balance | 55,638 | 13,984 |
Purchases, including payments received in-kind | 316 | 5,117 |
Sales and paydowns of investments | 0 | 0 |
Amortization of premium and accretion of discount, net | 0 | 0 |
Net realized losses | (1,363) | |
Net change in unrealized appreciation/(depreciation) | 23,572 | 37,900 |
Ending Balance | 79,526 | 55,638 |
Change in net unrealized appreciation/(depreciation) in investments held | $ 23,297 | $ 36,520 |
Investment Valuations and Fai_5
Investment Valuations and Fair Value Measurements - Summary of Valuation Techniques and Quantitative Information (Details) - Fair Value, Inputs, Level 3 $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Minimum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.2 | |
Maximum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.2 | |
Debt | Income Method | Discount Rate | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 43,636 | $ 50,552 |
Debt | Income Method | Minimum | Discount Rate | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 14.6 | 8.9 |
Debt | Income Method | Maximum | Discount Rate | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 17.6 | 10.7 |
Debt | Income Method | Weighted Average | Discount Rate | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 16.1 | 9.8 |
Debt | Market Method | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 141,246 | $ 181,951 |
Debt | Market Method | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | 29,341 | 71,301 |
Debt | Market Method | Indicative Bid | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 2,605 | $ 2,807 |
Debt | Market Method | Minimum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 6 | 5.9 |
Debt | Market Method | Minimum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.1 | 1.1 |
Debt | Market Method | Minimum | Indicative Bid | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 17.8 | 25.8 |
Debt | Market Method | Maximum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 9 | 8.1 |
Debt | Market Method | Maximum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.2 | 1.3 |
Debt | Market Method | Maximum | Indicative Bid | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 29.7 | 28.7 |
Debt | Market Method | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 133,033 | $ 35,131 |
Debt | Market Method | Minimum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 7 | 3 |
Debt | Market Method | Minimum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.3 | |
Debt | Market Method | Maximum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 11 | 9.8 |
Debt | Market Method | Maximum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.7 | |
Equity | Market Method | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 11,753 | $ 31,302 |
Equity | Market Method | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | 22,763 | |
Equity | Market Method | Indicative Bid | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 0 | |
Equity | Market Method | Minimum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 6 | 5.9 |
Equity | Market Method | Minimum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.1 | |
Equity | Market Method | Minimum | Indicative Bid | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0 | |
Equity | Market Method | Maximum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 6.5 | 8.1 |
Equity | Market Method | Maximum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.2 | |
Equity | Market Method | Maximum | Indicative Bid | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0 | |
Equity | Market Method | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Fair Value | $ 45,010 | $ 24,336 |
Equity | Market Method | Minimum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 7 | 3 |
Equity | Market Method | Minimum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.3 | |
Equity | Market Method | Maximum | EBITDA Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 11 | 9.8 |
Equity | Market Method | Maximum | Revenue Multiple | ||
Investment Valuations And Fair Value Measurements [Line Items] | ||
Range | 0.7 |
Agreements and Related Party _2
Agreements and Related Party Transactions - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||||
Sep. 15, 2014 | Dec. 31, 2022 USD ($) Loan | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 USD ($) Loan | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Management fees | $ 4,015,000 | $ 5,293,000 | $ 7,511,000 | |||||
Management fees payable | $ 999,000 | $ 999,000 | 1,055,000 | |||||
Investment Advisory and Management Agreement with the Adviser | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory agreement effective period | 2 years | |||||||
Percentage of management fee | 0.375% | 0.375% | 0.375% | 0.375% | 1.50% | |||
Percentage of management fee on aggregate cost basis | 0.1875% | 0.1875% | 0.1875% | 0.1875% | 0.75% | |||
Management fees | $ 4,015,000 | 5,293,000 | 7,511,000 | |||||
Management fees payable | $ 999,000 | 999,000 | 1,055,000 | 1,698,000 | ||||
Incentive fee | $ 0 | $ 0 | $ 0 | |||||
Maximum percentage of aggregate commitment for organizational expenses and offering expenses | 0.10% | |||||||
Maximum percentage of commitment or assets computed annually for company expenses | 0.125% | |||||||
Capital commitment | $ 481,600,000 | |||||||
Percentage of preferred and common equity ownership | 80% | |||||||
Number of loans contribution | Loan | 2 | 2 | ||||||
Second | Investment Advisory and Management Agreement with the Adviser | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of internal rate of return on aggregate capital contribution | 9% | |||||||
Third | Investment Advisory and Management Agreement with the Adviser | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of advisor incentive fee entitled | 100% | |||||||
Percentage of additional distributable paid to advisor incentive fee | 20% | |||||||
Thereafter | Investment Advisory and Management Agreement with the Adviser | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of additional distributable paid to advisor incentive fee | 20% | |||||||
Percentage of remaining incentive fee | 80% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Unfunded Commitments and Unrealized Depreciation by Investment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Unfunded Commitments Amount | $ 11,988 | $ 7,014 |
Unrealized Depreciation | $ 0 | 138 |
Guardia LLC | ||
Loss Contingencies [Line Items] | ||
Maturity/Expiration | 2023-07 | |
Unfunded Commitments Amount | $ 0 | 190 |
Unrealized Depreciation | $ 0 | 138 |
Ruby Tuesday Operations LLC | ||
Loss Contingencies [Line Items] | ||
Maturity/Expiration | 2025-02 | |
Unfunded Commitments Amount | $ 4,921 | 6,824 |
Unrealized Depreciation | $ 0 | 0 |
Pace Industries, Inc. | ||
Loss Contingencies [Line Items] | ||
Maturity/Expiration | 2025-06 | |
Unfunded Commitments Amount | $ 2,086 | 0 |
Unrealized Depreciation | $ 0 | 0 |
Retail & Animal Intermediate, LLC | ||
Loss Contingencies [Line Items] | ||
Maturity/Expiration | 2025-11 | |
Unfunded Commitments Amount | $ 4,981 | 0 |
Unrealized Depreciation | $ 0 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||
Unfunded Commitments Amount | $ 11,988 | $ 7,014 |
Strategic Venture | ||
Loss Contingencies [Line Items] | ||
Total capital commitment investment | 481,600 | |
Unfunded Commitments Amount | $ 219,646 | $ 219,646 |
Members Capital - Summary of Co
Members Capital - Summary of Company Unit Activity (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Stockholders Equity [Abstract] | |||
Units at beginning of year | 20,134,698 | 20,134,698 | 20,134,698 |
Units reduced during the period | (2,100,049) | 0 | 0 |
Units issued and committed at end of year | 18,034,649 | 20,134,698 | 20,134,698 |
Members Capital - Additional In
Members Capital - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Stockholders Equity [Abstract] | |||
Members capital deemed contributions | $ 0 | $ 0 | $ 0 |
Members capital deemed distributions | $ 0 | $ 0 | $ 0 |
Credit Facility - Additional In
Credit Facility - Additional Information (Details) - USD ($) | Apr. 06, 2021 | Apr. 06, 2020 | Apr. 10, 2017 | Apr. 09, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 29, 2020 | May 27, 2020 |
Line Of Credit Facility [Line Items] | ||||||||
Amounts outstanding under Credit Facility | $ 126,250,000 | $ 115,250,000 | ||||||
Prepaid deferred financing costs yet to be amortized | $ 120,000 | 498,000 | ||||||
Ratio of eligible portfolio assets | 150% | |||||||
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 | $ 50,750,000 | $ 61,750,000 | ||||||
Deferred financing costs | $ 1,848,000 | 1,848,000 | ||||||
Third Amended Credit Agreement | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Maximum commitment | $ 177,000,000 | |||||||
Maturity date | Apr. 08, 2022 | |||||||
Maturity date to be extended upon satisfaction of certain conditions | 364 days | |||||||
Deferred financing costs | $ 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 | Adjusted Eurodollar Rate | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1% | |||||||
Third Amended Credit Agreement | Floor rate | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Interest rate | 0% | |||||||
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% | |||||||
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% | |||||||
Natixis | Amended Credit Agreement | Floor rate | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Interest rate | 1% | |||||||
Zions Bancorporation, N.A. | Amended Credit Agreement | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Maximum commitment | $ 25,000,000 |
Credit Facility - Summary Infor
Credit Facility - Summary Information Regarding Credit Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Credit Facilities interest expense | $ 4,484 | $ 2,842 | $ 9,162 |
Undrawn commitment fees | 240 | 250 | 1,162 |
Administrative fees | 67 | 65 | 65 |
Amortization of deferred financing costs | 857 | 1,620 | 1,474 |
Total | $ 5,648 | $ 4,777 | $ 11,863 |
Weighted average interest rate | 3.76% | 2.43% | 3.57% |
Average outstanding balance | $ 117,768 | $ 115,250 | $ 252,629 |
Repurchase Transactions - Addit
Repurchase Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of Repurchase Agreements [Abstract] | |||
Repurchase obligation outstanding | 0 | 0 | |
Interest expense on repurchase transactions | $ 1,566 | $ 152 | $ 40 |
Income Taxes - Schedule of Aggr
Income Taxes - Schedule of Aggregate Investment Unrealized Appreciation and Depreciation for Federal Income Tax Purposes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Cost of investments for federal income tax purposes | $ 1,051,514 | $ 1,088,923 | $ 1,410,101 |
Unrealized appreciation | 57,357 | 37,008 | 7,397 |
Unrealized depreciation | (88,118) | (80,537) | (145,449) |
Net unrealized appreciation (depreciation) on investments | $ (30,761) | $ (43,529) | $ (138,052) |
Income Taxes - Schedule of Recl
Income Taxes - Schedule of Reclassifications for Permanent Difference (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Common Unitholders tax reclassification | $ (3) | $ (168) | $ (137) |
Undistributed net investment (loss) income | (3,239) | 2,341 | (4,484) |
Accumulated net realized gain (loss) | $ (3,242) | $ (2,173) | $ 4,621 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Character of Shareholder Distributions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Ordinary income | $ 26,873 | $ 38,000 | $ 75,397 |
Return of capital | $ 12,627 | $ 245,000 | $ 236,253 |
Income Taxes - Schedule of Ta_2
Income Taxes - Schedule of Tax Components of Distributable Earnings (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Net tax appreciation (depreciation) | $ (30,761) | $ (43,667) | $ (138,765) |
Capital loss carryover | (53,201) | (56,792) | (27,846) |
Other cumulative effect of timing differences | $ (281) | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax [Line Items] | |||
Capital loss carryover | $ (53,201,000) | $ (56,792,000) | $ (27,846,000) |
Unrecognized tax benefits | 0 | 0 | |
Accrued interest or penalties | 0 | $ 0 | |
SSI Parent, LLC (fka School Specialty, Inc.) | |||
Income Tax [Line Items] | |||
Fair value of equity investment, net of deferred tax liability | $ 10,417,000 | ||
U.S. federal | |||
Income Tax [Line Items] | |||
Examination regarding return filed | 3 years | ||
State | |||
Income Tax [Line Items] | |||
Examination regarding return filed | 4 years | ||
Short-term | |||
Income Tax [Line Items] | |||
Capital loss carryover | $ 2,302,000 | ||
Long-term | |||
Income Tax [Line Items] | |||
Capital loss carryover | $ 50,899,000 |
Unconsolidated Significant Su_3
Unconsolidated Significant Subsidiaries - Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Dec. 26, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 25, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Equity Method Investments [Line Items] | |||||||
Total assets | $ 1,022,589 | $ 1,056,106 | |||||
Total liabilities | 629,374 | 666,802 | |||||
Equity | $ 568,275 | 393,215 | 389,304 | $ 568,275 | $ 874,228 | ||
Net income (loss) | 43,411 | 104,029 | $ 5,697 | ||||
Pace Industries, Inc. | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Total assets | 452,200 | 417,977 | |||||
Total liabilities | 605,728 | 459,818 | |||||
Equity | (153,528) | (41,841) | |||||
Total revenue | 286,440 | 657,261 | 579,995 | ||||
Net income (loss) | $ (39,332) | (113,346) | $ (25,788) | ||||
SSI Parent, LLC (fka School Specialty, Inc.) | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Total assets | 284,445 | $ 255,459 | |||||
Total liabilities | 245,465 | 232,224 | |||||
Equity | 38,980 | 23,235 | |||||
Total revenue | $ 121,249 | 749,789 | 615,759 | ||||
Net income (loss) | $ (16,413) | $ 27,368 | $ 10,569 |
Financial Highlights - Schedule
Financial Highlights - Schedule of Net Asset Value Per Unit and Reflects all Units Issued and Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Investment Company [Abstract] | |||||
Net Asset Value Per Unit (accrual base), Beginning of Year | $ 39.65 | $ 48.54 | $ 63.74 | $ 65.69 | $ 78.70 |
Adjustment due to reduction of undrawn commitments | (7.02) | 0 | 0 | 0 | 0 |
Income from Investment Operations: | |||||
Net investment income | 1.67 | 1.78 | 4 | 7.34 | 6.74 |
Net realized and unrealized (loss) gain | 0.74 | 3.39 | (3.72) | (2.89) | (2.03) |
Total from investment operations | 2.41 | 5.17 | 0.28 | 4.45 | 4.71 |
Less Distributions: | |||||
From net investment income | (1.49) | (1.89) | (3.74) | (6.20) | (6.79) |
Return of capital | (0.71) | (12.17) | (11.74) | (0.20) | (10.93) |
Total distributions | (2.20) | (14.06) | (15.48) | (6.40) | (17.72) |
Net Asset Value Per Unit (accrual base), End of Year | $ 32.84 | $ 39.65 | $ 48.54 | $ 63.74 | $ 65.69 |
Common Unitholder Total Return | 13.30% | 20.66% | 0.78% | 10.83% | 9.07% |
Common Unitholder IRR | 8.46% | 8.30% | 7.24% | 8.18% | 7.58% |
Ratios and Supplemental Data | |||||
Members' Capital, end of year | $ 393,215 | $ 389,304 | $ 568,275 | $ 874,228 | $ 913,543 |
Units outstanding, end of year | 18,034,649 | 20,134,698 | 20,134,698 | 20,134,698 | 20,134,698 |
Ratios based on average net assets of Members’ Capital: | |||||
Ratio of total expenses to average net assets | 3.33% | 2.38% | 3.10% | 3.42% | 3.57% |
Expenses recaptured (reimbursed) by Investment Adviser | 0% | 0% | 0% | 0% | (0.02%) |
Ratio of net expenses to average net assets | 3.33% | 2.38% | 3.10% | 3.42% | 3.55% |
Ratio of financing cost to average net assets | 1.44% | 0.94% | 1.68% | 2.11% | 2.35% |
Ratio of net investment income before expense recapture (reimbursement) to average net assets | 7.67% | 7.02% | 11.38% | 17.23% | 12.56% |
Ratio of net investment income to average net assets | 7.67% | 7.02% | 11.38% | 17.23% | 12.59% |
Credit facility payable | $ 126,250 | $ 115,250 | $ 115,250 | $ 364,065 | $ 365,000 |
Asset coverage ratio | 4.11% | 4.38% | 5.93% | 3.40% | 3.50% |
Portfolio turnover rate | 1.71% | 1.29% | 14.68% | 5.12% | 7.60% |
Financial Highlights - Schedu_2
Financial Highlights - Schedule of Net Asset Value Per Unit and Reflects all Units Issued and Outstanding (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Investment Company [Abstract] | |
Ratio of internal rate of return for common unitholders | 8.46% |