Exhibit 99.1
TCW Direct Lending Strategic Ventures LLC
Consolidated Financial Statements
December 31, 2017
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
CONTENTS
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| | Page(s) | |
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Consolidated Financial Statements | | | | |
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ConsolidatedSchedule of Investments as of December 31, 2017 and 2016 | | | 2-5 | |
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ConsolidatedStatements of Assets and Liabilities as of December 31, 2017 and 2016 | | | 6 | |
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ConsolidatedStatements of Operations for the Years Ended December 31, 2017 and 2016 and for the period from June 5, 2015 (commencement of operations) to December 31, 2015 | | | 7 | |
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ConsolidatedStatements of Changes in Members’ Capital for the Years Ended December 31, 2017 and 2016 and for the period from June 5, 2015 (commencement of operations) to December 31, 2015 | | | 8-9 | |
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ConsolidatedStatements of Cash Flows for the Years Ended December 31, 2017 and 2016 and for the period from June 5, 2015 (commencement of operations) to December 31, 2015 | | | 10 | |
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Notes to ConsolidatedFinancial Statements | | | 11-21 | |
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Independent Auditors’ Report | | | 22 | |
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Administration | | | 23 | |
1
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2017
| | | | | | | | | | | | | | | | | | | | | | |
Industry | | Issuer | | Acquisition Date | | Investment | | % of Members’ Capital | | Par Amount | | | Maturity Date | | Amortized Cost | | | Fair Value | |
| | | | | | | |
DEBT | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Chemicals | | | | | | | | | | | | | | | | | | | | |
| | Vertellus Performance Chemicals LLC(1) | | 09/22/17 | | First Lien Term Loan | | 11.1% | | | 36,726,136 | | | 09/22/22 | | $ | 35,902,136 | | | $ | 36,358,875 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 8.32% (LIBOR + 6.75%, 1.25% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Commercial Services & Supplies | | | | | | | | | | | | | | | | | | | | |
| | School Specialty, Inc. | | 04/07/17 | | Term Loan | | 8.4% | | | 27,553,716 | | | 04/07/22 | | | 26,998,389 | | | | 27,719,038 | |
| | | | | | 7.71% (LIBOR + 6.25%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | School Specialty, Inc.(1) | | 04/07/17 | | Delayed Draw Term Loan | | 1.1% | | | 3,573,846 | | | 04/07/22 | | | 3,573,846 | | | | 3,595,289 | |
| | | | | | 7.81% (LIBOR + 6.25%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | 9.5% | | | | | | | | | 30,572,235 | | | | 31,314,327 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | |
Construction & Engineering | | | | | | | | | | | | | | | | | | | | |
| | Intren, LLC | | 07/18/17 | | Term Loan | | 4.3% | | | 14,524,038 | | | 07/18/23 | | | 14,255,821 | | | | 14,175,462 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 8.11% (LIBOR + 6.75%, 1.25% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Distributors | | | | | | | | | | | | | | | | | | | | |
| | ASC Acquisition Holdings, LLC(1) | | 12/16/16 | | First Lien Term Loan | | 7.2% | | | 24,287,344 | | | 12/15/21 | | | 23,903,005 | | | | 23,583,011 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 8.89% (LIBOR + 7.50%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Diversified Telecommunication Services | | | | | | | | | | | | | | | | | | | | |
| | Alaska Communications Systems Holdings, Inc. | | 03/28/17 | | First Lien Term Loan | | 2.6% | | | 8,678,250 | | | 03/13/23 | | | 8,545,853 | | | | 8,591,468 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 8.57% (LIBOR + 7.00%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Food Products | | | | | | | | | | | | | | | | | | | | |
| | Bumble Bee Holdings, Inc. | | 08/15/17 | | Term Loan B1 | | 9.1% | | | 30,262,206 | | | 08/15/23 | | | 29,693,021 | | | | 29,929,322 | |
| | | | | | 9.44% (LIBOR + 8.00%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | Connors Bros. Clover Leaf Seafoods Company (Canada) | | 08/15/17 | | Term Loan B2 | | 2.6% | | | 8,573,794 | | | 08/15/23 | | | 8,412,534 | | | | 8,479,482 | |
| | (an affiliate of Bumble Bee Holdings, Inc.) | | | | 9.44% (LIBOR + 8.00%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | Harvest Hill Beverage Company | | 05/01/17 | | First Out Term Loan | | 24.4% | | | 80,591,841 | | | 01/19/21 | | | 79,423,596 | | | | 80,269,474 | |
| | | | | | 8.07% (LIBOR + 6.50%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | 36.1% | | | | | | | | | 117,529,151 | | | | 118,678,278 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | |
Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | | | | | | |
| | FQSR, LLC(1) | | 03/23/17 | | Delayed Draw Term Loan | | 3.3% | | | 10,868,325 | | | 03/24/22 | | | 10,605,151 | | | | 10,846,588 | |
| | | | | | 7.95% (LIBOR + 6.25%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | FQSR, LLC | | 03/23/17 | | Term Loan | | 1.0% | | | 3,132,150 | | | 03/24/22 | | | 3,132,150 | | | | 3,125,886 | |
| | | | | | 7.95% (LIBOR + 6.25%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | OTG Management, LLC(1) | | 06/30/16 | | Delayed Draw Term Loan | | 1.2% | | | 4,150,575 | | | 08/26/21 | | | 4,150,575 | | | | 4,146,424 | |
| | | | | | 9.98% (LIBOR + 8.50%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | OTG Management, LLC | | 06/30/16 | | First Lien Term Loan | | 13.0% | | | 42,729,641 | | | 08/26/21 | | | 42,105,779 | | | | 42,686,912 | |
| | | | | | 9.88% (LIBOR + 8.50%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | 18.5% | | | | | | | | | 59,993,655 | | | | 60,805,810 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | |
Household Products | | | | | | | | | | | | | | | | | | | | |
| | Nice-Pak Products, Inc. | | 06/12/15 | | Senior Secured Term Loan | | 29.0% | | | 95,198,002 | | | 06/12/20 | | | 94,500,040 | | | | 95,198,002 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 6.92% (LIBOR + 5.50%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Information Technology Services | | | | | | | | | | | | | | | | | | | | |
| | ENA Holding Corporation(1) | | 05/06/16 | | First Lien Term Loan | | 4.3% | | | 14,268,715 | | | 05/06/21 | | | 14,104,130 | | | | 14,268,715 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 8.69% (LIBOR + 7.00%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Internet & Direct Marketing Retail | | | | | | | | | | | | | | | | | | | | |
| | Lulu’s Fashion Lounge, LLC | | 08/28/17 | | First Lien Term Loan | | 3.9% | | | 12,621,328 | | | 08/28/22 | | | 12,267,282 | | | | 12,861,133 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 8.57% (LIBOR + 7.00%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Pharmaceuticals | | | | | | | | | | | | | | | | | | | | |
| | Noramco, LLC(2) | | 07/01/16 | | Senior Term Loan | | 9.1% | | | 30,672,215 | | | 07/01/21 | | | 30,427,289 | | | | 30,028,099 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 9.72% (LIBOR + 8.00%, 1.00% Floor, 0.38% PIK) | | | | | | | | | | | | | | | | |
| | | | | | | |
Software | | | | | | | | | | | | | | | | | | | | |
| | Mavenir Private Holdings II Ltd. (UK)(3) | | 08/19/16 | | First Lien Term Loan | | 5.4% | | | 17,960,526 | | | 08/19/22 | | | 17,960,526 | | | | 17,834,802 | |
| | (an affiliate of Mavenir, Inc.) | | | | 11.89% (LIBOR + 9.50%, 1.00% Floor, 1.00% PIK) | | | | | | | | | | | | | | | | |
| | Mavenir, Inc. (fka Xura, Inc.) | | 08/19/16 | | First Lien Term Loan | | 11.5% | | | 38,049,712 | | | 08/19/22 | | | 37,191,252 | | | | 37,783,364 | |
| | | | | | 11.89% (LIBOR + 9.50%, 1.00% Floor, 1.00% PIK) | | | | | | | | | | | | | | | | |
| | | | | | | | 16.9% | | | | | | | | | 55,151,778 | | | | 55,618,166 | |
| | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
2
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2017
| | | | | | | | | | | | | | | | | | | | | | |
Industry | | Issuer | | Acquisition Date | | Investment | | % of Members’ Capital | | Par Amount | | | Maturity Date | | Amortized Cost | | | Fair Value | |
| | | | | | | |
DEBT (continued) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Textiles, Apparel & Luxury Goods | | | | | | | | | | | | | | | | | | | | |
| | Differential Brands Group, Inc. | | 01/28/16 | | Term Loan | | 4.9% | | | 17,370,000 | | | 01/28/21 | | $ | 17,183,156 | | | $ | 15,980,399 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 12.20% (LIBOR + 10.50%, 0.50% Floor) | | | | | | | | | | | | | | | | |
| | Total Portfolio Investments (157.4%) | | | | | | | | $ | 514,335,531 | | | $ | 517,461,745 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | Cash Equivalents (21.3%) | | | | | | | | | | | | | | |
| | Blackrock Liquidity Funds Fed Fund - Institutional Shares, Yield 1.17% | | 21.3% | | | 69,959,177 | | | | | | 69,959,177 | | | | 69,959,177 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 584,294,708 | | | $ | 587,420,922 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| | Net unrealized depreciation on unfunded commitments(-0.1%) | | | | | | | | | | (352,994) | |
| | | | |
| | Other Liabilities in Excess of Other Assets(-78.6%) | | | | | | | | | | (258,421,599) | |
| | | | | | | | | | | | | | | | | | | | | | |
| | Members’ Capital (100.0%) | | | | | | | | | $ | 328,646,329 | |
| | | | | | | | | | | | | | | | | | | | | | |
(1) | Excluded from the investment above, is an unfunded loan commitment for a delayed draw term loan or revolving credit. The Company earns an unused fee on the unfunded commitment during the commitment period. The expiration date of the commitment period may be earlier then the maturity date of the investment stated above. See Note[8]- Commitments and Contingencies. |
(2) | In addition to interest earned based on the stated interest rate of this loan, the Company is entitled to receive an additional interest amount on the “first out” tranche of the portfolio company’s first lien senior secured loans. |
(3) | Mavenir Private Holdings II Ltd. (UK) Term Loan is held through TCW Direct Lending Strategic Luxembourg VI S.à.r.l., a special purpose vehicle. |
LIBOR - London Interbank Offered Rate, generally1-Month or3-Month
| | | | | | | | |
Geographic Breakdown of Portfolio | | | | | | | |
United States | | | | | 95% | | | |
United Kingdom | | | | | 3% | | | |
Canada | | | | | 2% | | | |
| | | | | | | | |
Total | | | | | 100% | | | |
| | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
3
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2016
| | | | | | | | | | | | | | | | | | | | | | |
Industry | | Issuer | | Acquisition Date | | Investment | | % of Members’ Capital | | Par Amount | | | Maturity Date | | Amortized Cost | | | Fair Value | |
| | | | | | | |
DEBT | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Beverages | | | | | | | | | | | | | | | | | | | | |
| | Sunny Delight Beverage Company(1) | | 02/02/16 | | First Lien Term Loan | | 22.2% | | $ | 69,502,785 | | | 02/02/21 | | $ | 68,179,208 | | | $ | 69,502,785 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 7.50% (LIBOR + 6.50%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Building Products | | | | | | | | | | | | | | | | | | | | |
| | Senco Brands, Inc. | | 08/30/16 | | Senior Term Loan | | 5.9% | | | 18,448,077 | | | 12/26/18 | | | 18,290,572 | | | | 18,466,525 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 8.50% (LIBOR + 7.50%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Distributors | | | | | | | | | | | | | | | | | | | | |
| | ASC Acquisition Holdings, LLC(1) | | 12/16/16 | | First Lien Term Loan | | 9.5% | | | 29,826,563 | | | 12/15/21 | | | 29,235,258 | | | | 29,766,909 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 8.50% (LIBOR + 7.50%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Educational Services | | | | | | | | | | | | | | | | | | | | |
| | Penn Foster Education Group, Inc.(1) | | 08/31/16 | | First Lien Term Loan | | 13.4% | | | 42,104,423 | | | 08/31/21 | | | 41,253,611 | | | | 41,893,901 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 8.00% (LIBOR + 7.00%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Hotels, Restaurants and Leisure | | | | | | | | | | | | | | | | | | | | |
| | Controladora Dolphin Discovery, S.A. De C.V. (Mexico) | | 10/09/15 | | Senior Secured Notes | | 4.4% | | | 13,966,780 | | | 10/09/20 | | | 13,756,663 | | | | 13,910,913 | |
| | | | | | 11.00% (LIBOR + 10.00%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | OTG Management, LLC(1) | | 06/30/16 | | First Lien Term Loan | | 13.7% | | | 42,729,641 | | | 08/26/21 | | | 41,934,954 | | | | 42,986,019 | |
| | | | | | 9.50% (LIBOR + 8.50%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | 18.1% | | | | | | | | | 55,691,617 | | | | 56,896,932 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | |
Household Products | | | | | | | | | | | | | | | | | | | | |
| | Nice-Pak Products, Inc. | | 06/12/15 | | Senior Secured Term Loan | | 31.8% | | | 98,888,889 | | | 06/12/20 | | | 97,867,524 | | | | 99,383,333 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 7.26% (LIBOR + 6.00%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Information Technology | | | | | | | | | | | | | | | | | | | | |
| | ENA Holding Corporation(1) | | 05/06/16 | | First Lien Term Loan | | 5.1% | | | 16,000,391 | | | 05/06/21 | | | 15,760,681 | | | | 16,016,391 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 8.00% (LIBOR + 7.00%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Internet Software and Services | | | | | | | | | | | | | | | | | | | | |
| | Angie’s List, Inc.(1) | | 06/05/15 | | Term Loan | | 14.4% | | | 45,000,000 | | | 09/26/19 | | | 45,000,000 | | | | 44,910,000 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 7.74% (LIBOR + 6.50%, 0.50% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Machinery | | | | | | | | | | | | | | | | | | | | |
| | Truck Bodies and Equipment International(1) | | 10/06/15 | | First Lien Term Loan | | 7.0% | | | 21,815,988 | | | 03/31/21 | | | 21,436,142 | | | | 21,925,068 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 8.50% (LIBOR + 7.50%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Pharmaceuticals | | | | | | | | | | | | | | | | | | | | |
| | Noramco, Inc.(2) | | 07/01/16 | | Senior Term Loan | | 11.3% | | | 34,887,737 | | | 07/01/21 | | | 34,644,915 | | | | 35,341,278 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 9.00% (LIBOR + 8.00%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | |
Software | | | | | | | | | | | | | | | | | | | | |
| | Sierra Private Holdings II Ltd (UK)(1)(3) | | 08/19/16 | | First Lien Term Loan | | 6.1% | | | 19,000,011 | | | 08/19/22 | | | 18,521,695 | | | | 19,057,011 | |
| | (an Xura, Inc affiliate) | | | | 9.50% (LIBOR + 8.50%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | Xura, Inc.(1) | | 08/19/16 | | First Lien Term Loan | | 7.5% | | | 23,257,351 | | | 08/19/22 | | | 22,671,859 | | | | 23,327,123 | |
| | | | | | 9.50% (LIBOR + 8.50%, 1.00% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | 13.6% | | | | | | | | | 41,193,554 | | | | 42,384,134 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | |
Textiles, Apparel & Luxury Goods | | | | | | | | | | | | | | | | | | | | |
| | Differential Brands Group, Inc. | | 01/28/16 | | Term Loan | | 5.6% | | | 17,820,000 | | | 01/28/21 | | | 17,566,014 | | | | 17,374,500 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | 9.68% (LIBOR + 9.00%, 0.50% Floor) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
TOTAL DEBT | | | | | | 157.9% | | | | | | | | $ | 486,119,096 | | | $ | 493,861,756 | |
| | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
4
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2016
| | | | | | | | | | | | | | | | | | | | | | |
Industry | | Issuer | | Acquisition Date | | Investment | | % of Members’ Capital | | Par Amount | | | Maturity Date | | Amortized Cost | | | Fair Value | |
| | | | | | | |
PREFERRED SECURITIES | | | | | | | | Shares | | | | | | | | | |
| | | | | | | |
Machinery | | | | | | | | | | | | | | | | | | | | |
| | Truck Bodies and Equipment International | | 10/06/15 | | Preferred Stock Series A | | 0.2% | | | 555 | | | | | $ | 538,260 | | | $ | 557,682 | |
| | | | | | | | | | | | | | | | | | |
| | Total Portfolio Investments (158.1%) | | | | | | | | $ | 486,657,356 | | | $ | 494,419,438 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | Cash and Cash Equivalents (28.9%) | | | | | | | | | | | | | | |
| | Blackrock Liquidity Funds Fed Fund - Institutional Shares, Yield 0.01% | | 24.8% | | | 77,554,601 | | | | | | 77,554,601 | | | | 77,554,601 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 564,211,957 | | | $ | 571,974,039 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | Cash | | | | | | | | | | | | | | | | | | | 12,871,995 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| | Net unrealized depreciation on unfunded commitments (0.0%) | | | | | | | | | | (8,237) | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| | Other Liabilities in Excess of Other Assets(-87.0%) | | | | | | | | | | (272,186,440) | |
| | | | | | | | | | | | | | | | | | | | | | |
| | Members’ Capital (100.0%) | | | | | | | | | $ | 312,651,357 | |
| | | | | | | | | | | | | | | | | | | | | | |
(1) | Excluded from the investment above, is an unfunded loan commitment for a delayed draw term loan or revolving credit. The Company earns an unused fee on the unfunded commitment during the commitment period. The expiration date of the commitment period may be earlier then the maturity date of the investment stated above. See Note [8] - Commitments and Contingencies. |
(2) | In addition to interest earned based on the stated interest rate of this loan, the Company is entitled to receive an additional interest amount on the “first out” tranche of the portfolio company’s first lien senior secured loans. |
(3) | Sierra Private Holdings II Ltd (UK) Term Loans is held through TCW Direct Lending Strategic Luxembourg VI S.à.r.l., a special purpose vehicle. |
LIBOR - London Interbank Offered Rate, generally1-Month or3-Month
| | | | | | | | |
| | | | | | | |
Geographic Breakdown of Portfolio | | | | | | |
United States | | | | | 93% | | |
Mexico | | | | | 3% | | |
United Kingdom | | | | | 4% | | |
| | | | | | | |
Total | | | | | 100% | | |
| | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
| | | | | | | | |
| | December 31, 2017 | | | December 31, 2016 | |
| | |
Assets | | | | | | | | |
Portfolio of Investments, at fair value (amortized cost of $514,336 and $486,657, respectively) | | $ | 517,462 | | | $ | 494,419 | |
Cash and cash equivalents | | | 105,496 | | | | 90,427 | |
Interest receivable | | | 5,085 | | | | 3,231 | |
Prepaid and other assets | | | 38 | | | | 61 | |
| | | | | | | | |
Total Assets | | $ | 628,081 | | | $ | 588,138 | |
| | | | | | | | |
| | |
Liabilities | | | | | | | | |
Credit facility payable | | $ | 296,200 | | | $ | 272,750 | |
Interest and credit facility expenses payable | | | 2,818 | | | | 2,539 | |
Net unrealized depreciation on unfunded commitments | | | 353 | | | | 8 | |
Sub-administrator and custody fees payable | | | 50 | | | | 139 | |
Audit fees payable | | | 8 | | | | - | |
Valuation fees payable | | | - | | | | 37 | |
Professional fees payable | | | - | | | | 5 | |
Other fees payable | | | 6 | | | | 9 | |
| | | | | | | | |
Total Liabilities | | $ | 299,435 | | | $ | 275,487 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Members’ Capital | | $ | 328,646 | | | $ | 312,651 | |
| | | | | | | | |
| | |
Commitments and Contingencies (Note 8) | | | | | | | | |
| | |
Members’ Capital | | | | | | | | |
Preferred members | | $ | 324,623 | | | $ | 308,955 | |
Noncontrolling interest in consolidated subsidiary fund | | | 4,023 | | | | 3,696 | |
| | | | | | | | |
Members’ Capital | | $ | 328,646 | | | $ | 312,651 | |
| | | | | | | | |
| | | | | | | | | | | | | | | | |
Members’ Capital Represented by: | | Preferred Members | | | Common Members | | | Noncontrolling interest in consolidated subsidiary fund | | | Members’ Capital | |
Net contributed capital | | $ | 427,279 | | | $ | 1,000 | | | $ | 3,507 | | | $ | 431,786 | |
Net distributed capital | | | (177,512) | | | | (1,000) | | | | - | | | | (178,512) | |
Cumulative net income, before organization costs | | | 74,856 | | | | 704 | | | | 516 | | | | 76,076 | |
Organization costs | | | - | | | | (704) | | | | - | | | | (704) | |
| | | | | | | | | | | | | | | | |
Total Members’ Capital as of December 31, 2017 | | $ | 324,623 | | | $ | - | | | $ | 4,023 | | | $ | 328,646 | |
| | | | | | | | | | | | | | | | |
| | | | |
Members’ Capital Represented by: | | Preferred Members | | | Common Members | | | Noncontrolling interest in consolidated subsidiary fund | | | Members’ Capital | |
Net contributed capital | | $ | 412,706 | | | $ | 1,000 | | | $ | 3,507 | | | $ | 417,213 | |
Net distributed capital | | | (147,450) | | | | (1,000) | | | | - | | | | (148,450) | |
Cumulative net income, before organization costs | | | 43,699 | | | | 704 | | | | 189 | | | | 44,592 | |
Organization costs | | | - | | | | (704) | | | | - | | | | (704) | |
| | | | | | | | | | | | | | | | |
Total Members’ Capital as of December 31, 2016 | | $ | 308,955 | | | $ | - | | | $ | 3,696 | | | $ | 312,651 | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
6
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
(Dollar amounts in thousands)
CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | | | | | | | | |
| | Year Ended December 31, 2017 | | | Year Ended December 31, 2016 | | | June 5, 2015 (commencement of operations) to December 31, 2015 | |
| | | |
Investment Income: | | | | | | | | | | | | |
Interest income | | $ | 52,576 | | | $ | 43,049 | | | $ | 13,243 | |
Fee income | | | 114 | | | | 330 | | | | - | |
| | | | | | | | | | | | |
Total Investment Income | | | 52,690 | | | | 43,379 | | | | 13,243 | |
| | | | | | | | | | | | |
| | | |
Expenses: | | | | | | | | | | | | |
Interest and credit facility expenses | | | 17,113 | | | | 14,983 | | | | 7,801 | |
Sub-administrator and custody fees | | | 449 | | | | 353 | | | | 127 | |
Audit fees | | | 139 | | | | 102 | | | | 41 | |
Valuation fees | | | 115 | | | | 157 | | | | 45 | |
Insurance fees | | | 97 | | | | 60 | | | | - | |
Legal fees | | | 56 | | | | 11 | | | | 23 | |
Tax service fee | | | 29 | | | | - | | | | - | |
Formation costs | | | 4 | | | | 187 | | | | - | |
Professional fees | | | - | | | | 7 | | | | - | |
Organization costs | | | - | | | | - | | | | 704 | |
Other | | | 13 | | | | 42 | | | | 10 | |
| | | | | | | | | | | | |
Total expense | | | 18,015 | | | | 15,902 | | | | 8,751 | |
| | | | | | | | | | | | |
| | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Net investment income | | | 34,675 | | | | 27,477 | | | | 4,492 | |
| | | | | | | | | | | | |
| | | |
Net realized and unrealized gain/(loss) on investments | | | | | | | | | | | | |
Net realized gain on investments | | | 1,790 | | | | 3,357 | | | | 808 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (4,981) | | | | 4,343 | | | | 3,411 | |
| | | | | | | | | | | | |
Net realized and unrealized gain/(loss) on investments | | | (3,191) | | | | 7,700 | | | | 4,219 | |
| | | | | | | | | | | | |
Net increase in Members’ Capital from operations | | $ | 31,484 | | | $ | 35,177 | | | $ | 8,711 | |
| | | | | | | | | | | | |
Less: Net Increase in Members’ Capital attributable to noncontrolling interest in consolidated subsidiary fund | | | 327 | | | | 189 | | | | - | |
| | | | | | | | | | | | |
Net increase in Members’ Capital from operations attributable to the Preferred Members from operations | | $ | 31,157 | | | $ | 34,988 | | | $ | 8,711 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
7
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
| | | | | | | | | | | | |
| | June 5, 2015 (commencement of operations) to December 31, 2015 | |
| | Preferred | | | Common | | | | |
| | Members | | | Members | | | Total | |
Net increase (decrease) in Members’ Capital resulting from operations | | | | | | | | | | | | |
Net investment income/(loss) | | $ | 5,442 | | | $ | (950) | | | $ | 4,492 | |
Net realized gain/(loss) on investments | | | 808 | | | | - | | | | 808 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 3,411 | | | | - | | | | 3,411 | |
| | | | | | | | | | | | |
Net increase (decrease) in Members’ Capital resulting from operations | | | 9,661 | | | | (950) | | | | 8,711 | |
| | | |
Increase in Members’ Capital resulting from capital activity | | | | | | | | | | | | |
Contributions from Members | | | 249,700 | | | | 1,000 | | | | 250,700 | |
Distributions to Members | | | (1,117) | | | | - | | | | (1,117) | |
| | | | | | | | | | | | |
Total increase in Members’ Capital resulting from capital activity | | | 248,583 | | | | 1,000 | | | | 249,583 | |
| | | | | | | | | | | | |
| | | |
Total increase in Members’ Capital | | | 258,244 | | | | 50 | | | | 258,294 | |
| | | | | | | | | | | | |
| | | |
Members’ Capital, beginning of period | | | - | | | | - | | | | - | |
| | | | | | | | | | | | |
Members’ Capital, end of period | | $ | 258,244 | | | $ | 50 | | | $ | 258,294 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | Year Ended December 31, 2016 | |
| | | | | | | | Noncontrolling | | | | |
| | | | | | | | interest in | | | | |
| | Preferred | | | Common | | | consolidated | | | | |
| | Members | | | Members | | | subsidiary fund | | | Total | |
Net increase in Members’ Capital resulting from operations | | | | | | | | | | | | | | | | |
Net investment income | | $ | 26,437 | | | $ | 950 | | | $ | 90 | | | $ | 27,477 | |
Net realized gain/(loss) on investments | | | 3,357 | | | | - | | | | - | | | | 3,357 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 4,244 | | | | - | | | | 99 | | | | 4,343 | |
| | | | | | | | | | | | | | | | |
Net increase in Members’ Capital resulting from operations | | | 34,038 | | | | 950 | | | | 189 | | | | 35,177 | |
| | | | |
Increase (decrease) in Members’ Capital resulting from capital activity | | | | | | | | | | | | | | | | |
Contributions from Members | | | 163,006 | | | | - | | | | 3,507 | | | | 166,513 | |
Distributions to Members | | | (146,333) | | | | (1,000) | | | | - | | | | (147,333) | |
| | | | | | | | | | | | | | | | |
| | | | |
Total increase (decrease) in Members’ Capital resulting from capital activity | | | 16,673 | | | | (1,000) | | | | 3,507 | | | | 19,180 | |
| | | | | | | | | | | | | | | | |
Total increase (decrease) in Members’ Capital | | | 50,711 | | | | (50) | | | | 3,696 | | | | 54,357 | |
| | | | | | | | | | | | | | | | |
| | | | |
Members’ Capital, beginning of year | | | 258,244 | | | | 50 | | | | - | | | | 258,294 | |
| | | | | | | | | | | | | | | | |
Members’ Capital, end of year | | $ | 308,955 | | | $ | - | | | $ | 3,696 | | | $ | 312,651 | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
8
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
(Dollar amounts in thousands)
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
| | | | | | | | | | | | | | | | |
| | | | | | | | Year Ended December 31, 2017 | |
| | | | | | | | Noncontrolling | | | | |
| | | | | | | | interest in | | | | |
| | Preferred | | | Common | | | consolidated | | | | |
| | Members | | | Members | | | subsidiary fund | | | Total | |
Net increase in Members’ Capital resulting from operations | | | | | | | | | | | | | | | | |
Net investment income | | $ | 34,230 | | | $ | - | | | $ | 445 | | | $ | 34,675 | |
Net realized gain/(loss) on investments | | | 1,786 | | | | - | | | | 4 | | | | 1,790 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (4,859) | | | | - | | | | (122) | | | | (4,981) | |
| | | | | | | | | | | | | | | | |
Net increase in Members’ Capital resulting from operations | | | 31,157 | | | | - | | | | 327 | | | | 31,484 | |
| | | | |
Net decrease in Members’ Capital resulting from capital activity | | | | | | | | | | | | | | | | |
Contributions from Members | | | 14,573 | | | | - | | | | - | | | | 14,573 | |
Distributions to Members | | | (30,062) | | | | - | | | | - | | | | (30,062) | |
| | | | | | | | | | | | | | | | |
Net decrease in Members’ Capital resulting from capital activity | | | (15,489) | | | | - | | | | - | | | | (15,489) | |
| | | | | | | | | | | | | | | | |
| | | | |
Total increase in Members’ Capital | | | 15,668 | | | | - | | | | 327 | | | | 15,995 | |
| | | | | | | | | | | | | | | | |
| | | | |
Members’ Capital, beginning of year | | | 308,955 | | | | - | | | | 3,696 | | | | 312,651 | |
| | | | | | | | | | | | | | | | |
Members’ Capital, end of year | | $ | 324,623 | | | $ | - | | | $ | 4,023 | | | $ | 328,646 | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
9
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | |
| | Year Ended December 31, 2017 | | | Year Ended December 31, 2016 | | | June 5, 2015 (commencement of operations) to December 31, 2015 | |
| | | |
Cash Flows from Operating Activities | | | | | | | | | | | | |
Net increase in members’ capital resulting from operations | | $ | 31,484 | | | $ | 35,177 | | | $ | 8,711 | |
Adjustments to reconcile the net increase in members’ capital resulting from operations to net cash provided by(used in) operating activities: | | | | | | | | | | | | |
Purchases of investments | | | (235,417) | | | | (411,553) | | | | (358,730) | |
Proceeds from sales and paydowns of investments | | | 213,908 | | | | 269,762 | | | | 131,465 | |
Net realized (gain)/loss on investments | | | (1,790) | | | | (3,357) | | | | (808) | |
Net change in unrealized (appreciation)/depreciation on investments | | | 4,981 | | | | (4,343) | | | | (3,411) | |
Interestpaid-in-kind | | | (376) | | | | - | | | | - | |
Accretion of discount | | | (4,004) | | | | (1,423) | | | | (357) | |
Increase (decrease) in operating assets and liabilities: | | | | | | | | | | | | |
(Increase) decrease in interest receivable | | | (1,854) | | | | (1,901) | | | | (1,330) | |
(Increase) decrease in prepaid and other assets | | | 23 | | | | (61) | | | | - | |
(Increase) decrease in receivable for principal due | | | - | | | | 260 | | | | (260) | |
Increase (decrease) in interest and credit facility expenses payable | | | 279 | | | | 535 | | | | 2,004 | |
Increase (decrease) insub-administrator and custody fees payable | | | (89) | | | | 113 | | | | 26 | |
Increase (decrease) in audit fees payable | | | 8 | | | | (30) | | | | 30 | |
Increase (decrease) in valuation fees payable | | | (37) | | | | 23 | | | | 14 | |
Increase (decrease) in professional fees payable | | | (5) | | | | 5 | | | | - | |
Increase (decrease) in other fees payable | | | (3) | | | | 9 | | | | - | |
| | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | 7,108 | | | | (116,784) | | | | (222,646) | |
| | | | | | | | | | | | |
| | | |
Cash Flows from Financing Activities | | | | | | | | | | | | |
Contributions from Members | | | 14,573 | | | | 131,874 | | | | 139,044 | |
Distributions to Members | | | (30,062) | | | | (112,694) | | | | (1,117) | |
Proceeds from credit facility | | | 105,827 | | | | 125,976 | | | | 316,156 | |
Repayments of credit facility | | | (82,377) | | | | (103,144) | | | | (66,238) | |
| | | | | | | | | | | | |
Net cash provided by financing activities | | | 7,961 | | | | 42,012 | | | | 387,845 | |
| | | | | | | | | | | | |
Net increase (decrease) in cash | | | 15,069 | | | | (74,772) | | | | 165,199 | |
| | | | | | | | | | | | |
Cash and cash equivalents, beginning of year | | | 90,427 | | | | 165,199 | | | | - | |
| | | | | | | | | | | | |
Cash and cash equivalents, end of year | | $ | 105,496 | | | $ | 90,427 | | | $ | 165,199 | |
| | | | | | | | | | | | |
| | | |
Supplemental disclosure of cash flow information andnon-cash financing activities | | | | | | | | | | | | |
Credit facility - interest and unused fee paid | | $ | 16,229 | | | $ | 13,139 | | | $ | 3,976 | |
Credit facility - origination expense paid | | $ | - | | | $ | 1,214 | | | $ | 1,781 | |
Credit facility - administrative fee paid | | $ | - | | | $ | 45 | | | $ | 39 | |
Credit facility - miscellaneous | | $ | - | | | $ | 50 | | | $ | 1 | |
Deemed contributions and distributions to Members not included above | | $ | - | | | $ | 34,639 | | | $ | - | |
Deemed proceeds and repayments to lenders not included above | | $ | - | | | $ | 60,188 | | | $ | - | |
Investments from Members contributedin-kind | | $ | - | | | $ | - | | | $ | 111,656 | |
The accompanying notes are an integral part of these consolidated financial statements.
10
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Investment Objective:TCW Direct Lending Strategic Ventures LLC (the “Fund”) is aclosed-end investment company formed as a Delaware limited liability company for the purpose of investing in corporate senior secured middle-market floating rate loans. Investments may include other loans and securities received as a result of the restructuring, workout or bankruptcy of an existing loan.
Consolidated Subsidiary Fund: On September 19, 2016, the Fund formed TCW Direct Lending Strategic Luxembourg VI S.à.r.l., (the “Luxembourg Company”) a private limited liability company under the laws of Luxembourg, of which the Fund owns 81.6% of the membership interests. The Luxembourg Company was formed to invest in Luxembourg or abroad.
Limited Liability Company Agreement:The Amended and Restated Limited Liability Company agreement (the “Agreement”), dated June 5, 2015, was entered into by and among TCW Direct Lending LLC, an affiliated fund (also known as the “BDC”) and two third-party members (the “Third-Party Members”). The BDC and each Third-Party Member own a Preferred Membership Interest (collectively the “Preferred Members”) and a Common Membership Interest (collectively the “Common Members”) (together, the “Members”). The BDC owns 80% of the Preferred and Common Membership Interests and the Third-Party Members own the remaining 20% of Preferred and Common Membership Interests. The initial closing date of the Fund was June 5, 2015 (“Initial Closing Date”).
The Agreement amends and restates the original agreement, dated May 26, 2015 that the BDC entered into as the sole member of the Fund.
Term: The Fund will continue until the sixth anniversary of the Initial Closing Date unless dissolved earlier or extended for two additionalone-year periods by the BDC, in its sole discretion upon notice to the Management Committee. Thereafter, the term of the Fund may be extended by the BDC for additionalone-year periods, in each case with the prior consent of the Management Committee.
Commitment Period: The Commitment Period commenced on June 5, 2015, the Initial Closing Date, and will end on the third anniversary of the Initial Closing Date subject to termination or extension by the Management Committee as provided in the Agreement.
Management Committee:Pursuant to the Agreement, the management committee of the Fund has exclusive responsibility for the management, policies and control of the Fund. The BDC and one of the two Third-Party Members, collectively, each appointed one voting member of the Management Committee. The Management Committee can act on behalf and in the name of the Fund to implement the objectives of the Fund and exercise any rights and powers the Fund may possess. The Management Committee will authorize portfolio investment activity, transactions between the Fund and the BDC, and other Members and borrowings of the Fund.
Administration Agreement:The Fund entered into an Administration Agreement with TCW Asset Management Company LLC (“TAMCO”), dated June 5, 2015 to furnish, or arrange for others to furnish, administrative services necessary for the operation of the Fund. In connection therein, TAMCO, as Administrator retained the services of State Street Bank and Trust Company to assist in providing certain administrative, accounting, operational, investor and financial reporting services for the Fund.
Custody Services Agreement: The Fund entered into a Custody Services Agreement dated June 3, 2015 with State Street Bank and Trust Company to provide custodian services for the Fund.
Capital Commitments: Commitments from the Preferred Members and Preferred Members as Common Members are as follows. The commitment amount funded does not include amounts contributed in anticipation of a potential
11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
investment that the Fund did not consummate and therefore returned to the Members’ as unused capital. As of December 31, 2017, aggregate commitments and commitments funded were as follows:
| | | | | | | | | | | | |
| | Committed Capital | | | Commitments Funded | | | Percentage Funded | |
Preferred Membership Interests | | $ | 600,000,000 | | | $ | 427,279,088 | | | | 71.2% | |
Common Membership Interests | | | 2,000,000 | | | | 1,000,000 | | | | 50.0% | |
| | | | | | | | | | | | |
Total | | $ | 602,000,000 | | | $ | 428,279,088 | | | | | |
| | | | | | | | | | | | |
Recallable Amounts:Each Preferred Member may be required tore-contribute amounts previously distributed equal to 100% of distributions of proceeds during the Commitment Period representing a return of capital contributions made in respect of the Preferred Membership Interest. The recallable amounts as of December 31, 2017 were as follows:
| | | | | | | | | | | | |
| | Recallable Amounts | | | Recallable Amounts Funded | | | Percentage Funded | |
Preferred Membership Interests | | $ | 127,837,000 | | | | none | | | | n/a | |
| | | | | | | | | | | | |
2. | SIGNIFICANT ACCOUNTING POLICIES |
The Fund is an investment company following the accounting and reporting guidance in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) No. 946 Financial Services – Investment Companies.
Basis of Presentation:The Fund’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for investment companies.
These consolidated financial statements include the accounts of the Fund and the Luxembourg Company. All significant intercompany transactions and balances have been eliminated in consolidation.
Noncontrolling interest in consolidated subsidiary fund: As the Luxembourg Company is consolidated, but not 100% owned, a portion of the income or loss and corresponding members’ capital is allocated to owners other than the Fund in proportion to their relative ownership interest. The aggregate of the income or loss and corresponding members’ capital that is not owned by the Fund is included in noncontrolling interest in consolidated subsidiary fund in the consolidated financial statements. The primary components of noncontrolling interest in the consolidated subsidiary fund are separately presented in the Fund’s consolidated statement of changes in members’ capital. The net increase in members’ capital from operations includes the net increase attributable to the noncontrolling interest in consolidated subsidiary fund on the Fund’s consolidated statement of operations.
Use of Estimates:The preparation of the accompanying financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting year. Actual results could differ from those estimates.
Investments:The Fund records investment transactions on the trade date. The Fund considers trade date for investments not traded on a recognizable exchange, or traded in theover-the-counter markets, to be the date on which the Fund receives legal or contractual title to the asset and bears the risk of loss.
Income Recognition: Interest and unused commitment fee income are recorded on an accrual basis unless doubtful of collection or the related investment is in default. Realized Gains and losses on investments are recorded on a specific identification basis. Amendment, consent, waiver and forbearance fees received in exchange for a concession that result in a change in yield are recognized immediately when earned as interest income. The Fund typically receives a fee in the form of a discount to the purchase price at the time it funds an investment in a loan. The discount is accreted to interest income over the life of the respective
12
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
December 31, 2017
loan, as reported in the Statement of Operations, and reflected in the amortized cost basis of the investment. Discounts associated with a revolver are treated as a discount to the issuers’ term loan. In the event there is a fee associated with a delayed draw that remains unfunded, the Fund will recognize the fee as fee income immediately. Fee income received form the Advisor that the Advisor received from a portfolio company for services rendered, are recognized immediately as income.
Cash and Cash Equivalents:The Fund considers cash equivalents to be liquid investments, including money market funds or individual securities purchased with an original maturity of three months or less. Fund cash and cash equivalents are generally comprised of money market funds and demand deposits, valued at cost, which approximates fair value.
Income Taxes:The Fund is exempt from federal and state income taxes and, consequently, no income tax provision has been made in the accompanying financial statements.
The Fund has invested in numerous jurisdictions and is therefore subject to varying policies and statutory time limitations with respect to examination of tax positions. The Fund reviews and evaluates tax positions in its major jurisdictions and determines whether or not there are uncertain tax positions that require financial statement recognition.
The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. As of and during the years ended December 31, 2017 and 2016, the Fund did not have a liability for any unrecognized tax benefits nor did it recognize any interest and penalties related to unrecognized tax benefits.
The Fund is subject to examination by U.S. federal tax authorities for returns filed for the prior three years and by state tax authorities for returns filed for the prior four years.
Subsequent Events:The Management Committee evaluated the activity of the Fund through March 22, 2018, the date that the financial statements are available to be issued, and concluded that no subsequent events have occurred that would require recognition or disclosure.
3. | INVESTMENT VALUATIONS AND FAIR VALUE MEASUREMENTS |
Investments at Fair Value: Investments held by the Fund for which market quotes are readily available are valued at fair value. Fair value is generally determined on the basis of last reported sales price or official closing price on the primary exchange in which each security trades, or if no sales are reported, based on the midpoint of the valuation range obtained for debt investments from a quotation reporting system, established market makers or pricing service.
Investments held by the Fund for which market quotes are not readily available or market quotations are not considered reliable are valued at fair value by the Management Committee based on similar instruments, internal assumptions and the weighting of the best available pricing inputs.
Fair Value Hierarchy: Assets and liabilities are classified by the Fund based on valuation inputs used to determine fair value into three levels.
Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.
Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs.
Level 3 values are based on significant unobservable inputs that reflect the Fund’s determination of assumptions that market participants might reasonably use in valuing the assets.
13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in these securities.
The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Schedule of Investments as of December 31, 2017.
| | | | | | | | | | | | | | | | |
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | |
Debt | | $ | - | | | $ | - | | | $ | 517,461,745 | | | $ | 517,461,745 | |
| | | | | | | | | | | | | | | | |
Cash equivalents | | $ | 69,959,177 | | | $ | - | | | $ | - | | | $ | 69,959,177 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 69,959,177 | | | $ | - | | | $ | 517,461,745 | | | $ | 587,420,922 | |
| | | | | | | | | | | | | | | | |
Level 3 Roll Forward: The following is a reconciliation of Level 3 investments for the year ended December 31, 2017.
| | | | | | | | |
| | Debt | | | Preferred Securities | |
| | |
Balance at December 31, 2016 | | $ | 493,861,756 | | | $ | 557,682 | |
| | |
Accreted discounts | | | 4,003,799 | | | | — | |
Purchases | | | 233,272,788 | | | | 2,520,432 | |
Sales and paydowns | | | (210,543,904) | | | | (3,365,339) | |
Realized gain/(loss) | | | 1,483,752 | | | | 306,647 | |
Change in unrealized appreciation/(depreciation) | | | (4,616,446) | | | | (19,422) | |
| | | | | | | | |
| | |
Balance at December 31, 2017 | | $ | 517,461,745 | | | $ | — | |
| | | | | | | | |
| | |
Change in unrealized appreciation/(depreciation) in investments still held as of December 31, 2017 | | $ | (1.923,450) | | | $ | — | |
| | | | | | | | |
Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. During the year ended December 31, 2017 the Fund did not have any transfers between levels.
The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Schedule of Investments as of December 31, 2016.
| | | | | | | | | | | | | | | | |
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | |
Debt | | $ | - | | | $ | - | | | $ | 493,861,756 | | | $ | 493,861,756 | |
| | | | | | | | | | | | | | | | |
Preferred Securities | | $ | - | | | $ | - | | | $ | 557,682 | | | $ | 557,682 | |
| | | | | | | | | | | | | | | | |
Cash equivalents | | $ | 77,554,601 | | | $ | - | | | $ | - | | | $ | 77,554,601 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 77,554,601 | | | $ | - | | | $ | 494,419,438 | | | $ | 571,974,039 | |
| | | | | | | | | | | | | | | | |
14
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
December 31, 2017
Level 3 Roll Forward: The following is a reconciliation of Level 3 investments for the year ended December 31, 2016.
| | | | | | | | |
| | Debt | | | Preferred Securities | |
| | |
Balance at December 31, 2015 | | $ | 341,877,225 | | | $ | 1,619,767 | |
| | |
Accreted discounts | | | 1,422,645 | | | | — | |
Purchases | | | 411,552,046 | | | | — | |
Sales and paydowns | | | (268,602,487) | | | | (1,158,774) | |
Realized gain/(loss) | | | 3,239,495 | | | | 117,964 | |
Change in unrealized appreciation/(depreciation) | | | 4,372,832 | | | | (21,275) | |
| | | | | | | | |
| | |
Balance at December 31, 2016 | | $ | 493,861,756 | | | $ | 557,682 | |
| | | | | | | | |
| | |
Change in unrealized appreciation/(depreciation) in investments still held as of December 31, 2016 | | $ | 7,248,533 | | | $ | (21,275) | |
| | | | | | | | |
Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. During the year ended December 31, 2016 the Fund did not have any transfers between levels.
Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:
Registered Investment Companies, (Level 1), include registeredopen-end investment companies that are valued based upon the reported net asset value of such investment.
Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine fair value of investments in private debt for which reliable market quotations are not available. Some of the inputs are independently observable however, a significant portion of the inputs and the internal assumptions applied are unobservable.
Debt, (Level 3), includes investments in privately originated senior secured debt. Such investments 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 approach and shadow rating method are generally used to determine fair value. 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.
Preferred Equity (Level 3), includes investments in preferred equity issued under the same market conditions as the privately originated senior secured debt. Such investments are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. The relative value approach is used. Relative value takes into account the implied yield of the senior secured debt measured in terms of risk, liquidity and return relative to the debt. Pricing inputs include, but 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 expectations, risks and events.
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.
15
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) |
The following table summarizes by major security type the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of December 31, 2017.
| | | | | | | | | | | | |
Investment Type | | Fair Value at December 31, 2017 | | Valuation Technique | | Unobservable Input | | Range | | Weighted Average | |
| | | | | |
Debt | | $343,165,301 | | Income method | | Weighted average cost of capital Shadow credit rating method | | 6.4% to 18.7% B to CCC | |
| 9.6
N/A | %
|
| | | | | |
Debt | | $174,296,444 | | Income method | | Shadow credit rating method | | B- to CCC | | | N/A | |
| | | | | | | | | | | | |
| | | | | |
Total | | $517,461,745 | | | | | | | | | | |
| | | | | | | | | | | | |
The following table summarizes by major security type the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of December 31, 2016.
| | | | | | | | | | | | |
Investment Type | | Fair Value at December 31, 2016 | | Valuation Technique | | Unobservable Input | | Range | | Weighted Average | |
| | | | | |
Debt | | $493,861,756 | | Income method | | Weighted average cost of capital Shadow credit rating method | | 7.7% to 13.4% CCC+ to BB- | |
| 9.4
N/A | %
|
| | | | | |
Preferred Securities | | $557,682 | | Relative Value | | Implied yield | | 16.8% to 17.5% | | | 17.2 | % |
| | | | | | | | | | | | |
| | | | | |
Total | | $494,419,438 | | | | | | | | | | |
| | | | | | | | | | | | |
Valuation Process: Oversight for determining fair value is the responsibility of the Management Committee (with input from an independent valuation firm retained by the Fund). The Fund and Management Committee value the investments at fair value on a quarterly basis and whenever required. The Fund engaged an external, independent valuation firm to assist the Management Committee in determining the fair market value of the Fund’s investments for which market quotations are not readily available.
The Fund and its Management Committee undertake a multi-step valuation process for investments whose market prices are not otherwise readily available. Unless noted, the Fund is utilizing the midpoint of a valuation range provided by an external, independent valuation firm. The Management Committee may approve a value other than the midpoint if it believes that is the fair value. Based on its review of the external, independent valuation firm’s range and related documentation, valuation of the Fund’s investments are determined by the Management Committee.
The Fund uses all relevant factors in determining fair value including, without limitation, any of the following factors as may be deemed relevant by the Committee: current financial position and current and historical operating results of the issuer; sales prices of recent public or private transactions in the same or similar securities, including transactions on any securities exchange on which such securities are listed or in theover-the-counter market; general level of interest rates; recent trading volume of the security; restrictions on transfer including the Fund’s right, if any, to require registration of its securities by the issuer under the securities laws; any liquidation preference or other special feature or term of the security; significant recent events affecting the Portfolio Investment, including any pending private placement, public offering, merger, or acquisition; the price paid by the Fund to acquire the asset; the percentage of the issuer’s outstanding securities that is owned by the Fund and all other factors affecting value.
16
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
December 31, 2017
4. | ALLOCATIONS AND DISTRIBUTIONS |
Allocation of profit and loss: Income, expenses, gains and losses of the Fund are allocated among the Members in such a manner that, at the end of each period, each Member’s capital account is equal to the respective net amount, positive or negative, which would be distributed to such Member if the Fund were to liquidate the assets of the Fund for an amount equal to book value and distribute the proceeds in a manner consistent with the distribution priorities described in the Agreement.
Distribution: Interest, dividends, other cash flow received by the Fund in respect of Portfolio Investments (“Interest Amounts”) and proceeds attributable to the repayment or disposition of Portfolio Investments (“Proceeds”) received by the Fund are distributed by the Fund to the Members to the extent that such Interest Amounts and Proceeds are available to the Fund after the application of the priority of payments stipulated in the Credit Agreement and after taking into account reserves and working capital needs.
Interest Amounts available to the Fund for distribution to the Members will be distributed in the following order and priorities:
First,one-hundred percent (100%) to the Preferred Members in an amount equal to any declared and unpaid dividends on Preferred Membership Interests, which amounts shall be distributed pro rata among the Preferred Members in accordance with their respective entitlements to such dividends.
Second,one-hundred percent (100%) to the payment of Fund expenses; and
Thereafter,one-hundred percent (100%) to the Common Members, which amounts shall be distributed among the Common Members pro rata based on their respective Unreturned Contributions or, if the Unreturned Contributions of the Common Members equal zero, pro rata based on the respective Commitments of such Common Members in their capacities as Preferred Members with respect to Preferred Membership Interest.
Proceeds available to the Fund for distribution to the Members will be distributed in the following order and priorities:
Firstone-hundred percent (100%) to the Preferred Members in an amount equal to any declared and unpaid dividends on Preferred Membership Interests, which amounts shall be distributed pro rata among the Preferred Members in accordance with their respective entitlements to such dividends,
Second,one-hundred percent (100%) to the Preferred Members pro rata based on, and up to the amount of, their respective Unreturned Contributions; and
Thereafter,one-hundred percent (100%) to the Common Members, which amounts shall be distributed among the Common Members pro rata based on their respective Unreturned Contributions or, if the Unreturned Contributions of the Common Members equal zero, pro rata based on the respective Commitments of such Common Members in their capacities as Preferred Members with respect to Preferred Membership Interests.
Preferred Member Dividends:Each Preferred Membership Interest is entitled to quarterly dividends at a rate equal to LIBOR plus 6.50% per annum (subject to a LIBOR floor of 1.5% per annum) of the Unreturned Contributions associated with their Preferred Membership Interest. Dividends are cumulative and paid when declared by the Management Committee.
Unreturned Contributions: With respect to any Member in respect of each class such Member holds, an amount equal to the excess, if any, of (a) the aggregate contributions of such Member over (b) the aggregate amount distributed to such Member from Proceeds (other than amounts paid in respect of dividends to such Member).
17
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) |
The Fund is responsible for all costs and expenses which include organizational expenses, operating expenses; investigative, travel, legal and other transactional expenses incurred with respect to the acquisition, formation, holding and disposition of the Fund’s Portfolio Investments or incurred in connection with Portfolio Investments or transactions not consummated; costs and expenses relating to the liquidation of the Fund; taxes, or extraordinary expenses (such as litigation expenses and indemnification payments to either the Management Committee or the Administrative Agent); valuation-related costs and expenses; and all other costs and expenses of the Fund’s operations, administration and transactions.
Organizational Expenses: Organization expenses will be paid from capital contributions called from the holders of Common Membership Interests. As of December 31, 2017 and 2016, organization expenses paidinception-to-date total $704,290.
Portfolio Investment Expenses: Expenses related to Portfolio Investments will be paid from capital contributions called from Preferred Membership Interests.
Fund Expenses: Other Fund expenses including those related to unconsummated investments will be paid first from Interest Amounts as provided for in the above Distribution footnote. To the extent that such Interest Amounts are insufficient or unavailable to pay expenses when due, such expenses will be paid from capital contributions called from the holders of Common Membership Interests provided that the aggregate amount called for Fund expenses (including organizational expenses) does not exceed $2 million. To the extent that the foregoing sources of payment are insufficient or unavailable to pay when due, such expenses will be paid from capital contributions called from the Preferred Members.
Any (i) transaction, advisory, consulting, management, monitoring, directors’ or similar fees, (ii) closing, investment banking, finders’, transaction or similar fees, (iii) commitment, breakup or topping fees or litigation proceeds and (iv) other fee or payment of services performed or to be performed with respect to an investment or proposed investment received from or with respect to Portfolio Companies or prospective Portfolio Companies in connection with the Fund’s activities will be allocated pro rata among the Fund and any other funds or accounts advised by the Adviser participating in such investment and the Fund’s share will be the property of the Fund. Notwithstanding the foregoing, for administrative or other reasons, certain fees described in clauses (i) through (iv) above (including any fees for administrative agent services provided by the Adviser or an affiliate with respect to a particular loan or portfolio of loans made by the Fund) may be paid to the Adviser or the affiliate (rather than directly to the Fund), in which case the amount of such fees (net of any related expenses associated with the generation of such fees borne by the Adviser or such affiliate that have not been and will not be reimbursed by the Portfolio Company) shall be paid to the Fund.
Since inception of the Fund through December 31, 2017 and 2016, the Adviser was paid directly $443,808 and $329,667, respectively, of which $114,141 and $ 329,667 were paid during the years ended December 31, 2017 and 2016, respectively. Since Inception of the Fund through December 31, 2017 and 2016, the Fund has recognized $443,808 and 329,667, respectively, of these fees.
No fees were paid to the Adviser for the period ended June 5, 2015 (commencement of operations) through December 31, 2015.
18
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
December 31, 2017
7. | REVOLVING CREDIT AGREEMENT |
On June 5, 2015, the Fund, as borrower entered into a Credit Facility with Cortland Capital Market Services LLC, as administrative agent and various financial institutions (the “Lending Group”) to make loans (Advances) to the Fund for the purpose of funding eligible investments. Effective August 21, 2015, the Credit Agreement was amended to increase the Credit Facility to $600 million (“Facility Amount”) from $500 million. The Commitment Period to make an Advance ends on the earlier of the end of the (i) Investment Period and (ii) the Facility Maturity Date. The Investment Period ends on June 5, 2018 or earlier if Member commitments have been reduced to zero. The Facility Maturity Date is June 4, 2021, and may be extended pursuant to the Credit Agreement or end earlier if the Facility Amount is reduced to zero or the Advances automatically become due and payable.
The lender has a priority interest in the interest, dividends and other cash flow received by the Fund (Interest Amounts) and proceeds attributable to the repayment or disposition of Portfolio Investments (Proceeds) received by the Fund as described in note 4 – distribution of Interest Amounts and distribution of Proceeds.
As of December 31, 2017 and 2016, there were $296,200,000 and $272,750,000, respectively, in Advances outstanding, which approximates fair value.
Interest is payable at a rate equal to LIBOR plus 3.50% per annum (subject to a LIBOR floor of 1.50%) on the amount of Advances outstanding. The Fund received a rating from an approved rating agency commensurate with the rate of interest paid by the Fund. As of December 31, 2017, 2016 and 2015 theall-in rate of interest is 5%.
An unused fee is payable at a rate of 0.50% per annum on the unutilized commitment.
Whenever the Fund is paid an origination, structuring, or similar upfront fee by the obligor of an eligible investment, the Lending Group is entitled to an origination fee equal to 0.75% of the eligible investment funded with the proceeds of Advances.
As of December 31, 2017 and 2016 the Fund has complied with the covenant requirements detailed in the Credit Agreement.
8. | COMMITMENTS AND CONTINGENCIES |
At December 31, 2017, the Fund had the following unfunded commitments and unrealized (depreciation) by investment.
| | | | | | | | | | | | |
Unfunded Commitments | | Maturity/Expiration | | | Unfunded | | | Unrealized (depreciation) | |
ASC Acquisition Holdings, LLC | | | December 2018 | | | $ | 8,521,875 | | | $ | (247,134) | |
ENA Holding Corporation | | | May 2021 | | | | 2,430,406 | | | | (9,722) | |
FQSR, LLC | | | December 2018 | | | | 1,648,500 | | | | (11,540) | |
OTG Management LLC | | | February 2018 | | | | 1,711,819 | | | | (17,118) | |
School Specialty, Inc. | | | April 2019 | | | | 4,084,396 | | | | (12,253) | |
Vertellus Performance Chemicals LLC | | | September 2019 | | | | 3,681,818 | | | | (55,227) | |
| | | | | | | | | | | | |
Total | | | | | | $ | 22,078,814 | | | $ | (352,994) | |
| | | | | | | | | | | | |
As of January 1, 2017, the Fund changed its valuation policy to cap fair values of unfunded commitments at par, thereby eliminating unrealized gains on unfunded commitments.
19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
At December 31, 2016, the Fund had the following unfunded commitments and unrealized appreciation/ (depreciation) by investment.
| | | | | | | | | | | | |
Unfunded Commitments | | Maturity/Expiration | | | Unfunded | | | Unrealized appreciation/ (depreciation) | |
Angie’s List, Inc. | | | September 2017 | | | $ | 18,750,000 | | | $ | (37,500) | |
ASC Acquisition Holdings, LLC | | | December 2018 | | | | 9,942,188 | | | | (19,884) | |
ENA Holding Corporation | | | May 2021 | | | | 2,430,406 | | | | 2,430 | |
OTG Management LLC | | | December 2017 | | | | 5,862,394 | | | | 35,174 | |
Penn Foster Education Group, Inc. | | | August 2021 | | | | 3,530,769 | | | | (17,654) | |
Sierra Private Holdings II Ltd (UK) | | | August 2022 | | | | 1,392,371 | | | | 4,177 | |
Sunny Delight Beverage Company | | | February 2021 | | | | 8,181,611 | | | | - | |
Truck Bodies and Equipment International | | | March 2017 | | | | 3,981,345 | | | | 19,907 | |
Xura Inc. | | | August 2022 | | | | 1,704,360 | | | | 5,113 | |
| | | | | | | | | | | | |
Total | | | | | | $ | 55,775,444 | | | $ | (8,237) | |
| | | | | | | | | | | | |
The net change in unrealized appreciation/(depreciation) on these unfunded commitments is included in the Statements of Operations and Statements of Assets and Liabilities.
In the normal course of business, the Fund enters into contracts which provide a variety of representations and warranties, and general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Fund under these arrangements is unknown as it would involve future claims that may be made against the Fund; however, based on the Fund’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Fund has not accrued any liability in connection with such indemnifications.
The following summarizes the Fund’s financial highlights for the years ended December 31, 2017 and 2016 and for the period from June 5, 2015 (commencement of operations) to December 31, 2015:
| | | | | | | | | | | | |
| | Year Ended December 31, 2017 | | | Year Ended December 31, 2016 | | | June 5, 2015 (commencement of operations) to December 31, 2015 | |
| | Members | | | Members | | | Members | |
| | | |
As a percentage of average members’ capital | | | | | | | | | | | | |
| | | |
Net investment income ratio1 | | | 10.34 | % | | | 8.83 | % | | | 4.72 | 3% |
| | | | | | | | | | | | |
| | | |
Expense ratios1 | | | | | | | | | | | | |
Operating expenses | | | 5.44 | % | | | 5.12 | % | | | 7.86 | 3% |
Non-recurring operating expenses2 | | | - | % | | | - | % | | | 0.42 | % |
| | | | | | | | | | | | |
Total expense ratio | | | 5.44 | % | | | 5.12 | % | | | 8.28 | % |
| | | | | | | | | | | | |
1 The net investment income and expense ratio are calculated for the Members taken as a whole.
2 Non-recurring operating expense includes the Fund’s organizational, professional and legal costs as reported in the Statement of Operations.
3 Annualized.
20
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
December 31, 2017
The Internal Rates of Return (IRR) since inception of the Members, after financing costs and other operating expenses are 10.6% and 11.2% through December 31, 2017 and December 31, 2016, respectively. The internal rate of return (“IRR”) of the members is not meaningful for the period from June 05, 2015 (commencement of operations) to December 31, 2015.
The IRR is computed based on cash flow due dates contained in notices to Members (contributions from and distributions to the Members) and the net assets (residual value) of the Members’ capital account at year end and is calculated for the Members taken as a whole.
The IRR is calculated based on the fair value of investments using principles and methods in accordance with GAAP and does not necessarily represent the amounts that may be realized from sales or other dispositions. Accordingly, the return may vary significantly upon realization.
21
INDEPENDENT AUDITORS’ REPORT
To TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company):
We have audited the accompanying financial statements of TCW Direct Lending Strategic Ventures LLC (the “Fund”), which comprise the consolidated statements of assets and liabilities, including the consolidated schedules of investments, as of December 31, 2017 and 2016, and the related consolidated statements of operations, changes in members’ capital, and cash flows, for the years ended December 31, 2017 and 2016, and for the period from June 5, 2015 (commencement of operations) to December 31, 2015, and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Fund’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TCW Direct Lending Strategic Ventures LLC as of December 31, 2017 and 2016, and the results of its operations, changes in its members’ capital, and its cash flows for the years ended December 31, 2017 and 2016, and for the period from June 5, 2015 (commencement of operations) to December 31, 2015, in accordance with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
Los Angeles, California
March 22, 2018
22
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
ADMINISTRATION
ADMINISTRATOR
TCW Asset Management Company
1251 Avenue of the Americas, Suite 4700
New York, NY 10020
(212)771-4000
PORTFOLIO MANAGER
Richard T. Miller
Group Managing Director
INDEPENDENT AUDITORS
Deloitte & Touche LLP
555 West 5th Street
Los Angeles, CA 90013
CUSTODIAN
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
SUB-ADMINISTRATOR
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
23