Exhibit 99.1
TCW Direct Lending Strategic Ventures LLC
Financial Statements
June 30, 2019
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
CONTENTS
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| | Page(s) | |
Financial Statements | | | | |
| |
Schedules of Investments as of June 30, 2019 (unaudited) and December 31, 2018 | | | 2-5 | |
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Statements of Assets and Liabilities as of June 30, 2019 (unaudited) and December 31, 2018 | | | 6 | |
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Statements of Operations for the six months ended June 30, 2019 and 2018 (unaudited) | | | 7 | |
| |
Statements of Changes in Members’ Capital for the six months ended June 30, 2019 and 2018 (unaudited) | | | 8 | |
| |
Statements of Cash Flows for the six months ended June 30, 2019 and 2018 (unaudited) | | | 9 | |
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Notes to Financial Statements (unaudited) | | | 10-20 | |
| |
Administration | | | 21 | |
1
SCHEDULE OF INVESTMENTS (Unaudited)
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| | | | | | | | | | | | | | | June 30, 2019 | |
Industry | | Issuer | | Acquisition Date | | | Investment | | % of Members’ Capital | | | Par Amount | | | Maturity Date | | | Amortized Cost | | | Fair Value | |
DEBT | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beverages | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Cold Spring Brewing Company(1) | | | 05/15/18 | | | Term Loan 7.65% (LIBOR + 5.25% , 1.00% Floor) | | | 10.7 | % | | $ | 31,842,808 | | | | 05/15/24 | | | $ | 31,290,853 | | | $ | 31,556,223 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chemicals | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Ascensus Specialties LLC(1) | | | 09/22/17 | | | First Lien Term Loan 9.16% (LIBOR + 6.75% , 1.25% Floor) | | | 12.1 | % | | | 35,682,104 | | | | 09/22/22 | | | | 35,134,937 | | | | 35,682,104 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Services & Supplies | | | | | | | | | | | | | | | | | | | | | | | |
| | School Specialty, Inc. | | | 04/07/17 | | | Delayed Draw Term Loan 11.41% (LIBOR + 8.00% , 1.00% Floor, 1.00% PIK) | | | 1.0 | % | | | 3,346,379 | | | | 04/07/22 | | | | 3,346,379 | | | | 3,085,362 | |
| | School Specialty, Inc. | | | 04/07/17 | | | Term Loan A 10.41% (LIBOR + 8.00% , 1.00% Floor, 1.00% PIK) | | | 7.6 | % | | | 24,281,463 | | | | 04/07/22 | | | | 23,965,339 | | | | 22,387,509 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 8.6 | % | | | | | | | | | | | 27,311,718 | | | | 25,472,871 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Construction & Engineering | | | | | | | | | | | | | | | | | | | | | | | |
| | Intren, LLC | | | 07/18/17 | | | Term Loan 9.19% (LIBOR + 6.75% , 1.25% Floor) | | | 2.4 | % | | | 9,868,963 | | | | 07/18/23 | | | | 9,735,876 | | | | 7,164,867 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Distributors | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | ASC Acquisition Holdings, LLC | | | 02/25/19 | | | Term Loan 12.59% (LIBOR + 7.50% , 1.00% Floor, 2.50% PIK) | | | 5.3 | % | | | 17,404,678 | | | | 02/22/22 | | | | 16,756,494 | | | | 15,646,806 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Food Products | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Bumble Bee Holdings, Inc. | | | 08/15/17 | | | Term Loan B1 10.52% (LIBOR + 8.00% , 1.00% Floor) | | | 9.7 | % | | | 29,807,135 | | | | 08/15/23 | | | | 29,395,684 | | | | 28,465,814 | |
| | Connors Bros. Clover Leaf Seafoods Company (Canada) (an affiliate of Bumble Bee Holdings, Inc.) | | | 08/15/17 | | | Term Loan B2 10.52% (LIBOR + 8.00% , 1.00% Floor) | | | 2.7 | % | | | 8,444,865 | | | | 08/15/23 | | | | 8,328,294 | | | | 8,064,846 | |
| | Harvest Hill Beverage Company | | | 05/01/17 | | | Term Loan A2 8.91% (LIBOR + 6.50% , 1.00% Floor) | | | 21.7 | % | | | 64,513,271 | | | | 01/19/21 | | | | 64,036,532 | | | | 64,126,191 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 34.1 | % | | | | | | | | | | | 101,760,510 | | | | 100,656,851 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | | | | | | | | | |
| | FQSR, LLC(1) | | | 05/14/18 | | | Delayed Draw Term Loan 7.96% (LIBOR + 5.50% , 1.00% Floor) | | | 1.3 | % | | | 3,658,651 | | | | 05/14/23 | | | | 3,658,651 | | | | 3,662,310 | |
| | FQSR, LLC | | | 05/14/18 | | | Term Loan 8.03% (LIBOR + 5.50% , 1.00% Floor) | | | 5.6 | % | | | 16,603,540 | | | | 05/14/23 | | | | 16,181,456 | | | | 16,620,143 | |
| | OTG Management, LLC | | | 06/30/16 | | | Delayed Draw Term Loan 9.51% (LIBOR + 7.00% , 1.00% Floor) | | | 3.6 | % | | | 10,564,849 | | | | 08/26/21 | | | | 10,522,409 | | | | 10,564,849 | |
| | OTG Management, LLC | | | 06/30/16 | | | Term Loan 9.59% (LIBOR + 7.00% , 1.00% Floor) | | | 11.3 | % | | | 33,324,731 | | | | 08/26/21 | | | | 33,037,474 | | | | 33,324,731 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 21.8 | % | | | | | | | | | | | 63,399,990 | | | | 64,172,033 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Household Products | | | | | | | | | | | | | | | | | | | | | | | |
| | Nice-Pak Products, Inc. | | | 06/12/15 | | | Senior Secured Term Loan 8.40% (LIBOR + 6.00% , 1.50% Floor) | | | 31.3 | % | | | 92,978,232 | | | | 06/12/20 | | | | 92,390,804 | | | | 92,327,385 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Information Technology Services | | | | | | | | | | | | | | | | | | | | | | | |
| | ENA Holding Corporation | | | 05/06/16 | | | First Lien Term Loan 10.02% (LIBOR + 5.00% , 1.00% Floor, 2.50% PIK) | | | 7.3 | % | | | 22,118,688 | | | | 05/06/21 | | | | 21,916,011 | | | | 21,388,771 | |
| | ENA Holding Corporation(1) | | | 05/06/16 | | | Revolver 9.92% (LIBOR + 7.50% , 1.00% Floor) | | | 1.3 | % | | | 4,055,852 | | | | 05/06/21 | | | | 4,055,852 | | | | 3,922,009 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 8.6 | % | | | | | | | | | | | 25,971,863 | | | | 25,310,780 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Internet & Direct Marketing Retail | | | | | | | | | | | | | | | | | | | | | | | |
| | Lulu’s Fashion Lounge, LLC | | | 08/28/17 | | | First Lien Term Loan 11.40% (LIBOR + 9.00% , 1.00% Floor) | | | 3.8 | % | | | 11,174,297 | | | | 08/28/22 | | | | 10,961,528 | | | | 11,040,205 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
2
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
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| | | | | | | | | | | | | | | June 30, 2019 | |
Industry | | Issuer | | Acquisition Date | | | Investment | | % of Members’ Capital | | | Par Amount | | | Maturity Date | | | Amortized Cost | | | Fair Value | |
DEBT (continued) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Machinery | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Texas Hydraulics Holdings, Inc. | | | 03/27/18 | | | Term Loan 8.66% (LIBOR + 6.25% , 1.25% Floor) | | | 11.5 | % | | $ | 33,955,814 | | | | 03/27/23 | | | $ | 33,575,072 | | | $ | 33,989,770 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pharmaceuticals | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Noramco, LLC | | | 07/01/16 | | | Senior Term Loan 10.98% (LIBOR + 8.00% , 1.00% Floor, 0.38% PIK) | | | 6.1 | % | | | 29,133,763 | | | | 07/01/21 | | | | 28,979,326 | | | | 17,800,729 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL DEBT (156.3%) | | | | | | | | | 156.3 | % | | | | | | | | | | | 477,268,971 | | | | 460,820,624 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
EQUITY | | | | | | | | | | | | Shares/ Contracts | | | | | | Cost | | | | |
Distributors | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Animal Supply Holdings LLC | | | 02/25/19 | | | Class A Common Stock | | | 0.0 | % | | | 7,455 | | | | | | | | 538,610 | | | | 59,708 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL EQUITY (0.0%) | | | | | | | | | 0.0 | % | | | | | | | | | | | 538,610 | | | | 59,708 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Portfolio Investments (156.3%) | | | | | | | | | | | | | | | | | | | | | 477,807,581 | | | | 460,880,332 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Cash Equivalents (30.2%) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Blackrock Liquidity Funds Fed Fund—Institutional Shares, Yield 2.29% | | | | | | | | | 30.2 | % | | | 89,026,479 | | | | | | | | 89,026,479 | | | | 89,026,479 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | $ | 566,834,060 | | | $ | 549,906,811 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Net unrealized depreciation on unfunded commitments(-0.0%) | | | | | | | | | | | | | | | | | | | | | | | | | (32,998 | ) |
| | Other Liabilities in Excess of Other Assets(-86.5%) | | | | | | | | | | | | | | | | | | | | | | | | | (254,958,039 | ) |
| | Members’ Capital (100.0%) | | | | | | | | | | | | | | | | | | | | | | | | $ | 294,915,774 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(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. |
LIBOR—London Interbank Offered Rate, generally1-Month or3-Month
| | | | |
Geographic Breakdown of Portfolio | | | |
United States | | | 98 | % |
Canada | | | 2 | % |
| | | | |
Total | | | 100 | % |
| | | | |
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $1,684,331 and $105,968,359, respectively, for the period ended June 30, 2019. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.
The accompanying notes are an integral part of these financial statements.
3
SCHEDULE OF INVESTMENTS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | December 31, 2018 | |
Industry | | Issuer | | Acquisition Date | | | Investment | | % of Members’ Capital | | | Par Amount | | | Maturity Date | | | Amortized Cost | | | Fair Value | |
DEBT | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beverages | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Cold Spring Brewing Company(1) | | | 05/15/18 | | | Term Loan 7.71% (LIBOR + 5.25% , 1.00% Floor) | | | 9.6 | % | | $ | 32,012,301 | | | | 05/15/24 | | | $ | 31,400,981 | | | $ | 31,276,018 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chemicals | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Ascensus Specialties LLC (fka Vertellus Performance Chemicals LLC)(1) | | | 09/22/17 | | | First Lien Term Loan 9.28% (LIBOR + 6.75% , 1.25% Floor) | | | 11.2 | % | | | 36,219,886 | | | | 09/22/22 | | | | 35,579,198 | | | | 36,328,546 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Services & Supplies | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | School Specialty, Inc. | | | 04/07/17 | | | Delayed Draw Term Loan 9.53% (LIBOR + 7.00% , 1.00% Floor) | | | 1.0 | % | | | 3,462,163 | | | | 04/07/22 | | | | 3,462,163 | | | | 3,261,358 | |
| | School Specialty, Inc. | | | 04/07/17 | | | Term Loan A 9.51% (LIBOR + 7.00% , 1.00% Floor) | | | 7.2 | % | | | 24,860,419 | | | | 04/07/22 | | | | 24,476,834 | | | | 23,418,515 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 8.2 | % | | | | | | | | | | | 27,938,997 | | | | 26,679,873 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Construction & Engineering | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Intren, LLC | | | 07/18/17 | | | Term Loan 9.10% (LIBOR + 6.75% , 1.25% Floor) | | | 2.6 | % | | | 12,021,154 | | | | 07/18/23 | | | | 11,839,192 | | | | 8,547,040 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Distributors | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | ASC Acquisition Holdings, LLC | | | 12/17/18 | | | Add on Term Loan 10.29% (LIBOR + 7.50% , 1.00% Floor) | | | 0.7 | % | | | 2,398,839 | | | | 12/15/21 | | | | 2,350,862 | | | | 2,398,839 | |
| | ASC Acquisition Holdings, LLC | | | 12/16/16 | | | First Lien Term Loan 10.03% (LIBOR + 7.50% , 1.00% Floor) | | | 5.1 | % | | | 18,322,031 | | | | 12/15/21 | | | | 18,105,380 | | | | 16,434,862 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 5.8 | % | | | | | | | | | | | 20,456,242 | | | | 18,833,701 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diversified Telecommunication Services | | | | | | | | | | | | | | | | | | | | | | | |
| | Alaska Communications Systems Holdings, Inc. | | | 05/08/18 | | | Term Loan A1 7.52% (LIBOR + 5.00% , 1.00% Floor) | | | 0.3 | % | | | 873,884 | | | | 03/13/22 | | | | 874,101 | | | | 873,884 | |
| | Alaska Communications Systems Holdings, Inc. | | | 03/28/17 | | | Term Loan A2 9.52% (LIBOR + 7.00% , 1.00% Floor) | | | 3.1 | % | | | 10,125,402 | | | | 03/13/23 | | | | 10,019,930 | | | | 10,125,402 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 3.4 | % | | | | | | | | | | | 10,894,031 | | | | 10,999,286 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Food Products | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Bumble Bee Holdings, Inc. | | | 08/15/17 | | | Term Loan B1 10.65% (LIBOR + 8.00% , 1.00% Floor) | | | 8.8 | % | | | 29,958,826 | | | | 08/15/23 | | | | 29,495,576 | | | | 28,610,678 | |
| | Connors Bros. Clover Leaf Seafoods Company (Canada) (an affiliate of Bumble Bee Holdings, Inc.) | | | 08/15/17 | | | Term Loan B2 10.65% (LIBOR + 8.00% , 1.00% Floor) | | | 2.5 | % | | | 8,487,841 | | | | 08/15/23 | | | | 8,356,595 | | | | 8,105,888 | |
| | Harvest Hill Beverage Company | | | 05/01/17 | | | Term Loan A2 9.03% (LIBOR + 6.50% , 1.00% Floor) | | | 21.6 | % | | | 71,345,793 | | | | 01/19/21 | | | | 70,650,457 | | | | 70,418,297 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 32.9 | % | | | | | | | | | | | 108,502,628 | | | | 107,134,863 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Health Care Equipment & Supplies | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | SmileDirectClub, LLC(1) | | | 02/07/18 | | | Delayed Draw Term Loan 10.35% (LIBOR + 8.00% , 1.00% Floor) | | | 10.8 | % | | | 33,558,063 | | | | 02/06/23 | | | | 28,353,660 | | | | 35,034,618 | |
| | SmileDirectClub, LLC | | | 02/07/18 | | | Term Loan 10.35% (LIBOR + 8.00% , 1.00% Floor) | | | 9.0 | % | | | 28,178,526 | | | | 02/06/23 | | | | 22,824,668 | | | | 29,418,381 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 19.8 | % | | | | | | | | | | | 51,178,328 | | | | 64,452,999 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | FQSR, LLC(1) | | | 05/14/18 | | | Delayed Draw Term Loan 8.39% (LIBOR + 5.50% , 1.00% Floor) | | | 1.1 | % | | | 3,658,651 | | | | 05/14/23 | | | | 3,658,651 | | | | 3,611,089 | |
| | FQSR, LLC | | | 05/14/18 | | | Term Loan 8.12% (LIBOR + 5.50% , 1.00% Floor) | | | 5.1 | % | | | 16,687,396 | | | | 05/14/23 | | | | 16,208,840 | | | | 16,470,460 | |
| | OTG Management, LLC | | | 06/30/16 | | | Delayed Draw Term Loan 9.58% (LIBOR + 7.00% , 1.00% Floor) | | | 10.2 | % | | | 33,324,731 | | | | 08/26/21 | | | | 32,971,409 | | | | 33,091,458 | |
| | OTG Management, LLC | | | 06/30/16 | | | Term Loan 9.47% (LIBOR + 7.00% , 1.00% Floor) | | | 3.2 | % | | | 10,564,849 | | | | 08/26/21 | | | | 10,512,648 | | | | 10,490,895 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 19.6 | % | | | | | | | | | | | 63,351,548 | | | | 63,663,902 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Household Products | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nice-Pak Products, Inc. | | | 06/12/15 | | | Senior Secured Term Loan 7.97% (LIBOR + 5.50% , 1.00% Floor) | | | 27.9 | % | | | 93,333,111 | | | | 06/12/20 | | | | 92,644,338 | | | | 90,906,450 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Information Technology Services | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | ENA Holding Corporation | | | 05/06/16 | | | First Lien Term Loan 9.53% (LIBOR + 7.00% , 1.00% Floor) | | | 6.7 | % | | | 22,412,047 | | | | 05/06/21 | | | | 22,152,641 | | | | 21,784,510 | |
| | ENA Holding Corporation(1) | | | 05/06/16 | | | Revolver 9.79% (LIBOR + 7.00% , 1.00% Floor) | | | 1.0 | % | | | 3,240,541 | | | | 05/06/21 | | | | 3,240,541 | | | | 3,149,806 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 7.7 | % | | | | | | | | | | | 25,393,182 | | | | 24,934,316 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Internet & Direct Marketing Retail | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Lulu’s Fashion Lounge, LLC | | | 08/28/17 | | | First Lien Term Loan 9.52% (LIBOR + 7.00% , 1.00% Floor) | | | 3.6 | % | | | 11,656,641 | | | | 08/28/22 | | | | 11,399,865 | | | | 11,773,207 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
4
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
SCHEDULE OF INVESTMENTS (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | December 31, 2018 | |
Industry | | Issuer | | Acquisition Date | | | Investment | | % of Members’ Capital | | | Par Amount | | | Maturity Date | | | Amortized Cost | | | Fair Value | |
DEBT (continued) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Machinery | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Texas Hydraulics Holdings, Inc. | | | 03/27/18 | | | Term Loan 9.28% (LIBOR + 6.75% , 1.25% Floor) | | | 10.5 | % | | $ | 34,393,953 | | | | 03/27/23 | | | $ | 33,957,156 | | | $ | 34,050,014 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pharmaceuticals | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Noramco, LLC(2) | | | 07/01/16 | | | Senior Term Loan 10.40% (LIBOR + 8.00% , 1.00% Floor) | | | 8.0 | % | | | 29,248,909 | | | | 07/01/21 | | | | 29,055,205 | | | | 26,207,023 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL DEBT (170.8%) | | | | | | | | | 170.8 | % | | | | | | | | | | | 553,590,891 | | | | 555,787,238 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
EQUITY | | | | | | | | | | | | Shares/ Contracts | | | | | | Cost | | | | |
Health Care Equipment & Supplies | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | SmileDirectClub, LLC | | | 02/07/18 | | | Class W-1 Warrant | | | 1.7 | % | | | 575 | | | | | | | | 3,540,341 | | | | 5,396,665 | |
| | SmileDirectClub, LLC | | | 02/07/18 | | | Class W-2 Warrant | | | 3.3 | % | | | 1,149 | | | | | | | | 7,080,683 | | | | 10,793,329 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL EQUITY (5.0%) | | | | | | | | | 5.0 | % | | | | | | | | | | | 10,621,024 | | | | 16,189,994 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Portfolio Investments (175.8%) | | | | | | | | | | | | | | | | | | | | | 564,211,915 | | | | 571,977,232 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Cash Equivalents (5.2%) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Blackrock Liquidity Funds Fed Fund—Institutional Shares, Yield 2.31% | | | | | | | | | 5.2 | % | | | 16,808,583 | | | | | | | | 16,808,583 | | | | 16,808,583 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | $ | 581,020,498 | | | $ | 588,785,815 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Net unrealized depreciation on unfunded commitments(-0.1%) | | | | | | | | | | | | | | | | | | | | | | | | | (132,382 | ) |
| | Other Liabilities in Excess of Other Assets(-80.9%) | | | | | | | | | | | | | | | | | | | | | | | | | (263,338,281 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Members’ Capital (100.0%) | | | | | | | | | | | | | | | | | | | | | | | | $ | 325,315,152 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(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. |
LIBOR—London Interbank Offered Rate, generally1-Month or3-Month
| | | | |
Geographic Breakdown of Portfolio | | | |
United States | | | 99 | % |
Canada | | | 1 | % |
| | | | |
Total | | | 100 | % |
| | | | |
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $157,801,812 and $114,162,140, respectively, for the year ended December 31, 2018. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.
The accompanying notes are an integral part of these financial statements.
5
(Dollar amounts in thousands)
STATEMENTS OF ASSETS AND LIABILITIES
| | | | | | | | | | | | | | | | |
| | | | | | | | As of June 30, 2019 (unaudited) | | | As of December 31, 2018 | |
Assets | | | | | | | | | | | | | | | | |
Portfolio of Investments, at fair value (amortized cost of $477,808 and $564,212, respectively) | | | | | | | | | | $ | 460,880 | | | $ | 571,977 | |
Cash and cash equivalents | | | | | | | | | | | 99,950 | | | | 26,520 | |
Interest receivable | | | | | | | | | | | 2,918 | | | | 3,793 | |
Receivables for portfolio investments sold | | | | | | | | | | | 73 | | | | 158 | |
Prepaid and other assets | | | | | | | | | | | — | | | | 40 | |
| | | | | | | | | | | | | | | | |
Total Assets | | | | | | | | | | $ | 563,821 | | | $ | 602,488 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Credit facility payable | | | | | | | | | | $ | 266,000 | | | $ | 274,000 | |
Interest and credit facility expenses payable | | | | | | | | | | | 2,745 | | | | 2,859 | |
Sub-administrator and custody fees payable | | | | | | | | | | | 97 | | | | 131 | |
Net unrealized depreciation on unfunded commitments | | | | | | | | | | | 33 | | | | 132 | |
Audit fees payable | | | | | | | | | | | 30 | | | | 50 | |
Other fees payable | | | | | | | | | | | — | | | | 1 | |
| | | | | | | | | | | | | | | | |
Total Liabilities | | | | | | | | | | $ | 268,905 | | | $ | 277,173 | |
| | | | | | | | | | | | | | | | |
Members’ Capital | | | | | | | | | | $ | 294,916 | | | $ | 325,315 | |
| | | | | | | | | | | | | | | | |
Commitments and Contingencies (Note 8) | | | | | | | | | | | | | | | | |
Members’ Capital | | | | | | | | | | | | | | | | |
Preferred members | | | | | | | | | | $ | 294,916 | | | $ | 325,315 | |
| | | | | | | | | | | | | | | | |
Members’ Capital | | | | | | | | | | $ | 294,916 | | | $ | 325,315 | |
| | | | | | | | | | | | | | | | |
| | | | |
Members’ Capital Represented by: | | Preferred Members | | | Common Members | | | Noncontrolling interest in consolidated subsidiary fund | | | Members’ Capital | |
Net contributed capital | | $ | 454,279 | | | $ | 1,000 | | | $ | 3,507 | | | $ | 458,786 | |
Net distributed capital | | | (300,278 | ) | | | (1,000 | ) | | | (4,235 | ) | | | (305,513 | ) |
Cumulative net income, before organization costs | | | 140,915 | | | | 704 | | | | 728 | | | | 142,347 | |
Organization costs | | | — | | | | (704 | ) | | | — | | | | (704 | ) |
| | | | | | | | | | | | | | | | |
Total Members’ Capital as of June 30, 2019 (Unaudited) | | $ | 294,916 | | | $ | — | | | $ | — | | | $ | 294,916 | |
| | | | | | | | | | | | | | | | |
| | | | |
Members Capital Represented by: | | Preferred Members | | | Common Members | | | Noncontrolling interest in consolidated subsidiary fund | | | Members’ Capital | |
Net contributed capital | | $ | 454,279 | | | $ | 1,000 | | | $ | 3,507 | | | $ | 458,786 | |
Net distributed capital | | | (251,078 | ) | | | (1,000 | ) | | | (4,235 | ) | | | (256,313 | ) |
Cumulative net income, before organization costs | | | 122,114 | | | | 704 | | | | 728 | | | | 123,546 | |
Organization costs | | | — | | | | (704 | ) | | | — | | | | (704 | ) |
| | | | | | | | | | | | | | | | |
Total Members’ Capital as of December 31, 2018 | | $ | 325,315 | | | $ | — | | | $ | — | | | $ | 325,315 | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
6
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
(Dollar amounts in thousands)
STATEMENTS OF OPERATIONS (Unaudited)
| | | | | | | | |
| | For the Six Months Ended June 30, 2019 | | | For the Six Months Ended June 30, 2018 | |
Investment Income: | | | | | | | | |
Interest income | | $ | 44,843 | | | $ | 29,703 | |
Fee income | | | 1,095 | | | | — | |
| | | | | | | | |
Total investment income | | | 45,938 | | | | 29,703 | |
| | | | | | | | |
Expenses: | | | | | | | | |
Interest and credit facility expenses | | | 8,248 | | | | 9,274 | |
Sub-administrator and custody fees | | | 208 | | | | 235 | |
Valuation fees | | | 74 | | | | 71 | |
Audit fees | | | 41 | | | | 42 | |
Insurance fees | | | 40 | | | | 42 | |
Tax service fee | | | 7 | | | | 15 | |
Legal fees | | | — | | | | 19 | |
Other | | | 2 | | | | 22 | |
| | | | | | | | |
Total expense | | | 8,620 | | | | 9,720 | |
| | | | | | | | |
Net investment income | | | 37,318 | | | | 19,983 | |
| | | | | | | | |
Net unrealized gain/(loss) on investments | | | | | | | | |
Net realized gain/(loss) on investments | | | 6,077 | | | | 1,120 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (24,594 | ) | | | 1,028 | |
| | | | | | | | |
Net realized and unrealized gain/(loss) on investments | | | (18,517 | ) | | | 2,148 | |
| | | | | | | | |
Net increase in Members’ Capital from operations | | $ | 18,801 | | | $ | 22,131 | |
| | | | | | | | |
Less: Net increase in Members’ Capital attributable to noncontrolling interest in consolidated subsidiary fund | | | — | | | | 221 | |
| | | | | | | | |
Net increase in Members’ Capital from operations attributable to the Preferred Members from operations | | $ | 18,801 | | | $ | 21,910 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
7
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL (Unaudited)
| | | | | | | | | | | | | | | | |
| | | | | | | | For the Six months Ended June 30, 2019 | |
| | Preferred Members | | | Common Members | | | Noncontrolling interest in consolidated subsidiary fund | | | Total | |
Net increase in Members’ Capital resulting from operations | | | | | | | | | | | | | | | | |
Net investment income | | $ | 37,318 | | | $ | — | | | $ | — | | | $ | 37,318 | |
Net realized gain/(loss) on investments | | | 6,077 | | | | — | | | | — | | | | 6,077 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (24,594 | ) | | | — | | | | — | | | | (24,594 | ) |
| | | | | | | | | | | | | | | | |
Net increase in Members’ Capital resulting from operations | | | 18,801 | | | | — | | | | — | | | | 18,801 | |
Net decrease in Members’ Capital resulting from capital activity | | | | | | | | | | | | | | | | |
Distributions to Members | | | (49,200 | ) | | | — | | | | — | | | | (49,200 | ) |
| | | | | | | | | | | | | | | | |
Net decrease in Members’ Capital resulting from capital activity | | | (49,200 | ) | | | — | | | | — | | | | (49,200 | ) |
| | | | | | | | | | | | | | | | |
Total decrease in Members’ Capital | | | (30,399 | ) | | | — | | | | — | | | | (30,399 | ) |
| | | | | | | | | | | | | | | | |
Members’ Capital, beginning of period | | | 325,315 | | | | — | | | | — | | | | 325,315 | |
| | | | | | | | | | | | | | | | |
Members’ Capital, end of period | | $ | 294,916 | | | $ | — | | | $ | — | | | $ | 294,916 | |
| | | | | | | | | | | | | | | | |
| | | |
| | | | | | | | For the Six months Ended June 30, 2018 | |
| | Preferred Members | | | Common Members | | | Noncontrolling interest in consolidated subsidiary fund | | | Total | |
Net increase in Members’ Capital resulting from operations | | | | | | | | | | | | | | | | |
Net investment income | | $ | 19,851 | | | $ | — | | | $ | 132 | | | $ | 19,983 | |
Net realized gain/(loss) on investments | | | 1,054 | | | | — | | | | 66 | | | | 1,120 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 1,005 | | | | — | | | | 23 | | | | 1,028 | |
| | | | | | | | | | | | | | | | |
Net increase in Members’ Capital resulting from operations | | | 21,910 | | | | — | | | | 221 | | | | 22,131 | |
Net decrease in Members’ Capital resulting from capital activity | | | | | | | | | | | | | | | | |
Contributions from Members | | | 27,000 | | | | — | | | | — | | | | 27,000 | |
Distributions to Members | | | (46,124 | ) | | | — | | | | (4,214 | ) | | | (50,338 | ) |
| | | | | | | | | | | | | | | | |
Net decrease in Members’ Capital resulting from capital activity | | | (19,124 | ) | | | — | | | | (4,214 | ) | | | (23,338 | ) |
| | | | | | | | | | | | | | | | |
Total increase (decrease) in Members’ Capital | | | 2,786 | | | | — | | | | (3,993 | ) | | | (1,207 | ) |
| | | | | | | | | | | | | | | | |
Members’ Capital, beginning of period | | | 324,623 | | | | — | | | | 4,023 | | | | 328,646 | |
| | | | | | | | | | | | | | | | |
Members’ Capital, end of period | | $ | 327,409 | | | $ | — | | | $ | 30 | | | $ | 327,439 | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
8
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
(Dollar amounts in thousands)
STATEMENTS OF CASH FLOWS (Unaudited)
| | | | | | | | |
| | For the Six Months Ended June 30, 2019 | | | For the Six Months Ended June 30, 2018 | |
Cash Flows from Operating Activities | | | | | | | | |
Net increase in members’ capital resulting from operations | | $ | 18,801 | | | $ | 22,131 | |
Adjustments to reconcile the net increase in members’ capital resulting from operations to net cash provided by (used in) operating activities: | | | | | | | | |
Purchases of investments | | | (810 | ) | | | (137,129 | ) |
Proceeds from sales and paydowns of investments | | | 105,515 | | | | 73,987 | |
Net realized (gain)/loss on investments | | | (6,077 | ) | | | (1,120 | ) |
Net change in unrealized (appreciation)/depreciation on investments | | | 24,594 | | | | (1,028 | ) |
Interestpaid-in-kind | | | (336 | ) | | | (350 | ) |
Accretion of discount | | | (11,803 | ) | | | (2,442 | ) |
Increase (decrease) in operating assets and liabilities: | | | | | | | | |
(Increase) decrease in interest receivable | | | 875 | | | | 55 | |
(Increase) decrease in prepaid and other assets | | | 40 | | | | 38 | |
Increase (decrease) in interest and credit facility expenses payable | | | (114 | ) | | | 391 | |
Increase (decrease) insub-administrator and custody fees payable | | | (34 | ) | | | (4 | ) |
Increase (decrease) in audit fees payable | | | (20 | ) | | | 30 | |
Increase (decrease) in insurance fees payable | | | — | | | | 5 | |
Increase (decrease) in other fees payable | | | (1 | ) | | | — | |
| | | | | | | | |
Net cash provided by (used in) operating activities | | | 130,630 | | | | (45,436 | ) |
| | | | | | | | |
Cash Flows from Financing Activities | | | | | | | | |
Contributions from Members | | | — | | | | 27,000 | |
Distributions to Members | | | (49,200 | ) | | | (46,124 | ) |
Distribution to minority interest | | | — | | | | (4,214 | ) |
Proceeds from credit facility | | | — | | | | 20,500 | |
Repayments of credit facility | | | (8,000 | ) | | | (16,700 | ) |
| | | | | | | | |
Net cash used in financing activities | | | (57,200 | ) | | | (19,538 | ) |
| | | | | | | | |
Net increase (decrease) in cash | | | 73,430 | | | | (64,974 | ) |
| | | | | | | | |
Cash and cash equivalents, beginning of period | | | 26,520 | | | | 105,496 | |
| | | | | | | | |
Cash and cash equivalents, end of period | | $ | 99,950 | | | $ | 40,522 | |
| | | | | | | | |
Supplemental disclosure of cash flow information andnon-cash financing activities | | | | | | | | |
Credit facility—interest and unused fee paid | | $ | 8,339 | | | $ | 8,657 | |
The accompanying notes are an integral part of these financial statements.
9
NOTES TO FINANCIAL STATEMENTS (Unaudited)
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 and acquired an 81.6% majority interest in TCW Direct Lending Strategic Luxembourg VI S.à.r.l., (the “Luxembourg Company”), a private limited liability company formed under the laws of Luxembourg for the purposes of investing in Luxembourg or abroad. In 2018, the Luxembourg Company dissolved and the Fund’s interest in this subsidiary was terminated.
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.
10
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
June 30, 2019
Capital Commitments: Commitments from the Preferred Members and Preferred Members as Common Members are as follows. The commitment amount funded does not include amounts contributed in anticipation of a potential investment that the Fund did not consummate and therefore returned to the Members’ as unused capital. As of June 30, 2019, aggregate commitments and commitments funded were as follows:
| | | | | | | | | | | | |
| | Committed Capital | | | Commitments Funded | | | Percentage Funded | |
Preferred Membership Interests | | $ | 600,000,000 | | | $ | 454,279,088 | | | | 75.7 | % |
Common Membership Interests | | | 2,000,000 | | | | 1,000,000 | | | | 50.0 | % |
| | | | | | | | | | | | |
Total | | $ | 602,000,000 | | | $ | 455,279,088 | | | | | |
| | | | | | | | | | | | |
Recallable Amounts:Each Preferred Member may be required 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 June 30, 2019 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 financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for investment companies.
Use of Estimates:The preparation of the accompanying financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting year. Actual results could differ from those estimates.
Investments:The Fund records investment transactions on the trade date. The Fund considers trade date for investments not traded on a recognizable exchange, or traded in 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 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.
11
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
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 period ended June 30, 2019 and 2018, 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 August 12, 2019, 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.
12
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
June 30, 2019
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 June 30, 2019.
| | | | | | | | | | | | | | | | |
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Debt | | $ | — | | | $ | — | | | $ | 460,820,624 | | | $ | 460,820,624 | |
| | | | | | | | | | | | | | | | |
Equity | | $ | — | | | $ | — | | | $ | 59,708 | | | $ | 59,708 | |
| | | | | | | | | | | | | | | | |
Cash equivalents | | $ | 89,026,479 | | | $ | — | | | $ | — | | | $ | 89,026,479 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 89,026,479 | | | $ | — | | | $ | 460,880,332 | | | $ | 549,906,811 | |
| | | | | | | | | | | | | | | | |
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, 2018.
| | | | | | | | | | | | | | | | |
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Debt | | $ | — | | | $ | — | | | $ | 555,787,238 | | | $ | 555,787,238 | |
| | | | | | | | | | | | | | | | |
Equity | | $ | — | | | $ | — | | | $ | 16,189,994 | | | $ | 16,189,994 | |
| | | | | | | | | | | | | | | | |
Cash equivalents | | $ | 16,808,583 | | | $ | — | | | $ | — | | | $ | 16,808,583 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 16,808,583 | | | $ | — | | | $ | 571,977,232 | | | $ | 588,785,815 | |
| | | | | | | | | | | | | | | | |
The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the six months ended June 30, 2019:
| | | | | | | | |
| | Debt | | | Equity | |
Balance at December 31, 2018 | | $ | 555,787,238 | | | $ | 16,189,994 | |
Accreted Discounts | | | 11,802,942 | | | | — | |
Purchases1 | | | 1,145,721 | | | | 538,610 | |
Sales and paydowns | | | (89,270,206 | ) | | | (16,698,152 | ) |
Realized gain/(loss) | | | (378 | ) | | | 6,077,128 | |
Change in unrealized appreciation/(depreciation) | | | (18,644,693 | ) | | | (6,047,872 | ) |
| | | | | | | | |
Balance at June 30, 2019 | | $ | 460,820,624 | | | $ | 59,708 | |
| | | | | | | | |
Change in unrealized appreciation/(depreciation) in investments still held as of June 30, 2019 | | $ | (5,264,767 | ) | | $ | (478,902 | ) |
| | | | | | | | |
1 | Purchases of Debt includes paymentin-kind (PIK) interest of $335,585. |
During the six months ended June 30, 2019, the Fund did not have any transfers between levels.
13
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the year ended December 31, 2018:
| | | | | | | | |
| | Debt | | | Preferred Securities | |
Balance at December 31, 2017 | | $ | 517,461,745 | | | $ | — | |
Accreted Discounts | | | 5,007,018 | | | | — | |
Purchases | | | 147,180,787 | | | | 10,621,025 | |
Sales and paydowns | | | (114,162,140 | ) | | | — | |
Realized gain/(loss) | | | 1,229,693 | | | | — | |
Change in unrealized appreciation/(depreciation) | | | (929,865 | ) | | | 5,568,969 | |
| | | | | | | | |
Balance at December 31, 2018 | | $ | 555,787,238 | | | $ | 16,189,994 | |
| | | | | | | | |
Change in unrealized appreciation/(depreciation) in investments still held as of December 31, 2018 | | $ | (1,666,234 | ) | | $ | — | |
| | | | | | | | |
During the year ended December 31, 2018, 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.
Equity, (Level 3), includes warrants and common stock. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health, and relevant business developments of the issuer; EBITDA, market multiples of comparable companies, comparable market transactions and recent trades or transactions; issuer, industry and market events; contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used, the pricing model takes into account the contract terms as well as multiple inputs, including: time value, implied volatility, equity prices and interest rates. A liquidity discount based on current market expectations, future events, minority ownership position and the period management reasonably expects to hold the investment may be applied.
14
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
June 30, 2019
Pricing inputs and weightings applied to determine value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.
The following table summarizes by major security type the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of June 30, 2019.
| | | | | | | | | | | | | | |
Investment Type | | Fair Value at June 30, 2019 | | | Valuation Technique | | Unobservable Input | | Range | | Weighted Average | | Impact to Valuation from an Increase in Input |
Debt | | $ | 291,308,596 | | | Income method | | Weighted average cost of capital Shadow credit rating method | | 6.3% to 19.8% CCC to B+ | | 9.7% N/A | | Decrease Increase |
Debt | | | 108,015,772 | | | Income method | | Shadow credit rating method | | B- to B- | | N/A | | Increase |
Debt | | | 36,530,660 | | | Income method | | Take-Out Indication Shadow credit rating method | | 94.0% to 97.0%CCC- to CCC- | | 95.5% N/A | | Increase Increase |
Debt | | | 17,800,729 | | | Market/Waterfall Method | | EBITDA multiple | | 6.5X to 7.5X | | N/A | | Decrease |
Debt | | | 7,164,867 | | | Income/Market/ Waterfall method | | Weighted average cost of capital Shadow credit rating method EBITDA multiple | | 17.8% to 22.0% CC to CCC- 3.8X to 4.8X | | 19.9% N/A N/A | | Decrease Increase Increase |
| | | | | | | | | | | | | | |
Total Debt | | $ | 460,820,624 | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Equity | | $ | 59,708 | | | Income method | | Implied volatility Risk free rate Expected term | | 35.0% to 35.0% 1.7% to 1.7% 2.0 yr. to 2.0 yr. | | 35.0% 1.7% 2.0 yr. | | Increase Increase Increase |
| | | | | | | | | | | | | | |
Total | | $ | 460,880,332 | | | | | | | | | | | |
| | | | | | | | | | | | | | |
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, 2018.
| | | | | | | | | | | | | | |
Investment Type | | Fair Value at December 31, 2018 | | | Valuation Technique | | Unobservable Input | | Range | | Weighted Average | | Impact to Valuation from an Increase in Input |
Debt | | $ | 332,069,982 | | | Income method | | Weighted average cost of capital Shadow credit rating method | | 6.8% to 19.9%CCC- to B+ | | 10.7% N/A | | Decrease Increase |
Debt | | | 150,717,217 | | | Income method | | Shadow credit rating method | | CCC+ to B- | | N/A | | Increase |
Debt | | | 64,452,999 | | | Income method | | IRR DCF | | 11.8% to 13.8% | | 12.8% | | Decrease |
Debt | | | 8,547,040 | | | Income/Market/ Waterfall method | | Weighted average cost of capital Shadow credit rating method EBITDA multiple | | 18.5% to 23.0%CCC- to CC 4.5x to 5.5x | | 20.8% N/A N/A | | Decrease Increase Increase |
| | | | | | | | | | | | | | |
Total Debt | | $ | 555,787,238 | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Equity | | $ | 16,189,994 | | | Income method | | Implied volatility Risk free fate Expected term | | 47.0% to 47.0% 2.6% to 2.6% 1.0 yr. to 1.0 yr. | | 47.0% 2.6% 1.0 yr. | | Increase Increase Increase |
| | | | | | | | | | | | | | |
Total | | $ | 571,977,232 | | | | | | | | | | | |
| | | | | | | | | | | | | | |
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.
15
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
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).
16
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
June 30, 2019
The Fund is responsible for all costs and expenses which include organizational expenses, operating expenses; investigative, travel, legal and other transactional expenses incurred with respect to the acquisition, formation, holding and disposition of the Fund’s Portfolio Investments or incurred in connection with Portfolio Investments or transactions not consummated; costs and expenses relating to the liquidation of the Fund; taxes, or extraordinary expenses (such as litigation expenses and indemnification payments to either the Management Committee or the Administrative Agent); valuation-related costs and expenses; and all other costs and expenses of the Fund’s operations, administration and transactions.
Organizational Expenses: Organization expenses will be paid from capital contributions called from the holders of Common Membership Interests. As of June 30, 2019 and December 31, 2018, 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 June 30, 2019 and December 31, 2018 the Adviser was paid directly $1,539,289 and $443,808, respectively, of which $1,095,481 and $0 was paid during the period ended June 30, 2019 and the year ended December 31, 2018, respectively. Since inception of the Fund through June 30, 2019 and December 31, 2018, the Fund has recognized $1,539,289 and $443,808 of these fees.
17
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
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 ended 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 June 30, 2019 and December 31, 2018, there were $266,000,000 and $274,000,000 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 June 30, 2019 and December 31, 2018 theall-in rate of interest is 6.08% and 5.66% respectively.
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.
The summary information regarding the Credit Facility for the six months ended June 30, 2019 and 2018 is as follows (dollar amounts in thousands):
| | | | | | | | |
| | Six months Ended June 30, | |
| | 2019 | | | 2018 | |
Credit facility interest expense | | $ | 8,225 | | | $ | 8,444 | |
Unused fees | | | — | | | | 603 | |
Administrative fees | | | 23 | | | | 23 | |
Origination expense | | | — | | | | 154 | |
Surveillance expense | | | — | | | | 50 | |
| | | | | | | | |
Total | | $ | 8,248 | | | $ | 9,274 | |
| | | | | | | | |
Weighted average interest rate | | | 6.15 | % | | | 5.43 | % |
Average outstanding balance | | $ | 269,668,508 | | | $ | 313,634,254 | |
As of June 30, 2019 and December 31, 2018, the Fund has complied with the covenant requirements detailed in the Credit Agreement.
18
TCW Direct Lending Strategic Ventures LLC
(A Delaware Limited Liability Company)
June 30, 2019
8. | COMMITMENTS AND CONTINGENCIES |
At June 30, 2019, the Fund had the following unfunded commitments and unrealized (depreciation) by investment.
| | | | | | | | | | |
Unfunded Commitments | | Maturity/ Expiration | | Amount | | | Unrealized (depreciation) | |
|
Ascensus Specialties LLC | | September 2019 | | $ | 3,681,818 | | | $ | — | |
Cold Spring Brewing Company | | May 2024 | | | 2,281,250 | | | | (20,531 | ) |
FQSR, LLC | | May 2023 | | | 3,116,629 | | | | (12,467 | ) |
| | | | | | | | | | |
Total | | | | $ | 9,079,697 | | | $ | (32,998 | ) |
| | | | | | | | | | |
At December 31, 2018, the Fund had the following unfunded commitments and unrealized (depreciation) by investment.
| | | | | | | | | | | | |
Unfunded Commitments | | Maturity/ Expiration | | Amount | | | Unrealized (depreciation) | |
Ascensus Specialties LLC | | September 2019 | | $ | 3,681,818 | | | $ | (7,363 | ) |
Cold Spring Brewing Company | | May 2024 | | | 2,281,250 | | | | (52,469 | ) |
ENA Holding Corporation | | May 2021 | | | 810,135 | | | | (22,684 | ) |
FQSR, LLC | | May 2023 | | | 3,116,629 | | | | (49,866 | ) |
SmileDirectClub, LLC | | February 2023 | | | 2,305,516 | | | | — | |
| | | | | | | | | | |
Total | | | | $ | 12,195,348 | | | $ | (132,382 | ) |
| | | | | | | | | | |
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.
19
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
The following summarizes the Fund’s financial highlights for the period ended June 30, 2019 and 2018
| | | | | | | | |
| | Six months Ended June 30, 2019 | | | Six months Ended June 30, 2018 | |
| | Members | | | Members | |
As a percentage of average members’ capital | | | | | | | | |
Net investment income ratio (annualized)1 | | | 23.86 | % | | | 11.61 | % |
| | | | | | | | |
Expense ratios (annualized)1 | | | | | | | | |
Operating expenses | | | 5.51 | % | | | 5.68 | % |
| | | | | | | | |
Total expense ratio | | | 5.51 | % | | | 5.68 | % |
| | | | | | | | |
1 | The net investment income and expense ratio are calculated for the Members taken as a whole. |
The Internal Rates of Return (IRR) since inception of the Members, after financing costs and other operating expenses are 11.9% and 11.1% through June 30, 2019 and, 2018, respectively.
The IRR is computed based on cash flow due dates contained in notices to Members (contributions from and distributions to the Members) and the net assets (residual value) of the Members’ capital account at year end and is calculated for the Members taken as a whole.
The IRR is calculated based on the fair value of investments using principles and methods in accordance with GAAP and does not necessarily represent the amounts that may be realized from sales or other dispositions. Accordingly, the return may vary significantly upon realization.
20
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
21