UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
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☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended December 31, 2022
OR
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to
Commission file number 814-01246
TCW DIRECT LENDING VII LLC
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | 82-2252672 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
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200 Clarendon Street, Boston, MA | 02116 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (617) 936-2275
Not applicable
Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | Not applicable | Not applicable |
Securities registered pursuant to Section 12(g) of the Act:
Common Limited Liability Company Units
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☐ | Accelerated filer | ☐ |
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Non-Accelerated filer | ☒ | Smaller reporting company | ☐ |
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Emerging growth company | ☐ | | |
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
As of December 31, 2022, there was no established public market for the Registrant’s common units.
The number of the Registrant’s common units outstanding at March 28, 2023 was 13,734,010.
Documents Incorporated by Reference
TCW Direct Lending VII LLC will file with the Securities and Exchange Commission, not later than 120 days after the close of its fiscal year ended December 31, 2022, a definitive proxy statement containing the information required to be disclosed under Part III of Form 10-K.
Auditor Firm Id: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: Los Angeles, CA, U.S.A.
TCW DIRECT LENDING VII LLC
FORM 10-K FOR THE YEAR ENDED December 31, 2022
Table of Contents
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation:
•an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
•a contraction of available credit could impair our ability to obtain leverage;
•interest rate volatility could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy;
•our future operating results;
•our business prospects and the prospects of our portfolio companies;
•our contractual arrangements and relationships with third parties;
•the ability of our portfolio companies to achieve their financial and other business objectives;
•competition with other entities and our affiliates for investment opportunities;
•the impact of changing market conditions and lending standards on our ability to compete with other industry participants, including other business development companies, private and public funds, individual and institutional investors, and financial institutions for investment opportunities;
•the social, geopolitical, financial, trade and legal implications of the trade and cooperation agreement arising from Brexit, as well as future agreements between the United Kingdom and various countries in the European Union;
•pandemics or other serious public health events;
•an inability to replicate the historical success of any previously launched fund managed by the private credit team of our investment adviser, TCW Asset Management Company LLC (the “Adviser”, also the “Administrator”);
•the speculative and illiquid nature of our investments;
•the use of borrowed money to finance a portion of our investments;
•the adequacy of our financing sources and working capital;
•the costs associated with being an entity registered with the Securities and Exchange Commission (“SEC”);
•uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union, Russia, Ukraine and China;
•the loss of key personnel of the Adviser;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;
•the ability of the TCW Group, Inc. to attract and retain highly talented professionals that can provide services to the Adviser and Administrator;
•our ability to qualify and maintain our qualification as a regulated investment company, or “RIC,” under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”) and the related tax implications;
•the effect of legal, tax and regulatory changes; and
•the other risks, uncertainties and other factors we identify under “Part I—Item 1A. Risk Factors” of this Annual Report on Form 10-K.
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Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 as amended (the “1934 Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this report because we are an investment company.
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PART I
In this Annual Report on Form 10-K, except as otherwise indicated, the terms:
“TCW Direct Lending VII LLC,” “Company,” “we,” “us,” and “our” refers to TCW Direct Lending VII LLC, a Delaware limited liability company.
The “Adviser” refers to TCW Asset Management Company LLC, a Delaware limited liability company.
ITEM 1. BUSINESS
Our Company
We were formed on May 23, 2017 as a limited liability company under the laws of the State of Delaware. We conducted a private offering of our common limited liability company units (the “Units”) to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”).
On August 18, 2017 (“Inception Date”), we sold and issued 10 Units at an aggregate purchase price of $1,000 to TCW Asset Management Company LLC (“TAMCO”), an affiliate of the TCW Group, Inc.
On December 29, 2017, we filed an election to be regulated as a BDC under the 1940 Act. We elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. As a BDC and a RIC, we are required to comply with certain regulatory requirements.
On April 13, 2018 (the “Initial Closing Date”), we began accepting subscription agreements from investors for the private sale of our Units and on January 14, 2019, we completed our fourth and final closing sale of our Units. We have sold 13,734,010 Units for an aggregate offering price of approximately $1.4 billion. Each Unitholder is obligated to contribute capital equal to their Commitment and each Unit’s Commitment obligation is $100.00 per Unit. The sale of the Units was made pursuant to subscription agreements entered into by us and each investor. Under the terms of the subscription agreements, we may draw down all or any portion of the undrawn commitment with respect to each Unit generally upon at least ten business days’ prior written notice to the unitholders. The amount of capital that remains to be drawn down and contributed is referred to as an “Undrawn Commitment.”
We commenced operations during the second quarter of fiscal year 2018.
We are a direct lending investment company that seeks to generate attractive risk-adjusted returns primarily through direct investments in senior secured loans to middle market companies or other issuers. We are managed by the private credit team (the “Private Credit Team” fka the “Direct Lending Team”), of the Adviser, a group of investment professionals that uses the same investment strategy employed by the Private Credit Team over the past 22 years.
During 2018, we formed two Delaware limited liability companies which each have a single member interest owned by us. During 2020, we formed one additional Delaware limited liability company which has a single member interest owned by us. We may make investments through additional wholly owned subsidiaries. Such subsidiaries are expected to be organized as corporations or limited liability companies and will not be registered under the 1940 Act. These subsidiaries may be formed to obtain favorable tax benefits or to obtain financing on favorable terms due to their bankruptcy-remote characteristics. Our board of directors has oversight responsibility for our investment activities, including our investment in any subsidiary, and our role as sole shareholder of any subsidiary. To the extent applicable to the investment activities of a subsidiary, the subsidiary will follow the same compliance policies and procedures as the Company. We would “look through” any such subsidiary to determine compliance with our investment policies.
Our commitment period commenced on the Initial Closing Date and ended on May 16, 2021, which is the later of (a) April 13, 2021, three years from the Initial Closing Date and (b) May 16, 2021, three years from the date in which we first completed an investment. We completed investment transactions that were significantly in process as of the end of the commitment period and which we reasonably expected to be consummated prior to 90 days subsequent to the expiration date of the commitment period. We may also effect follow-on investments up to an aggregate maximum of 10% of Commitments.
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Although we are primarily focused on investing in senior secured debt obligations, there may be occasions where our investments may be unsecured. We may also consider making an equity investment in combination with a debt investment. Our investments are in portfolio companies formed as corporations, partnerships and other business entities. Our typical investment commitment is between $25 million and $150 million. We focus on portfolio companies in a variety of industries. While we focus on investments in middle market companies, we may invest in larger or smaller companies. We consider financings for many different purposes, including corporate acquisitions, growth opportunities, liquidity needs, rescue situations, recapitalizations, debtor-in-possession (“DIP”) loans, bridge loans and Chapter 11 exits.
The issuers in which we invest are typically highly leveraged, and, in most cases, these investments are not rated by any rating agency. If these investments were rated, we believe that they would likely receive a rating from a nationally recognized statistical rating organization of below investment grade, which is often referred to as “junk.” Exposure to below investment grade securities involves certain risks, and those securities are viewed as speculative with respect to the issuer’s capacity to pay interest and repay principal.
Because we intend to remain qualified as a RIC under the Code, our portfolio is subject to diversification and other requirements. In addition to those diversification requirements, we will not invest more than 10% of investors’ aggregate capital commitments to us through the Units (the “Commitments”) in any single portfolio company.
We borrow money from time to time, but do not intend to exceed a 1:1 debt-to-equity ratio, or such other maximum amount as may be permitted by applicable law. In determining whether to borrow money, we analyze the maturity, covenant package and rate structure of proposed borrowings as well as the risks of such borrowings compared to our investment outlook. The use of borrowed funds or the proceeds of preferred units issued by the Company (the “Preferred Units”) to make investments would have its own specific set of benefits and risks, and all of the costs of borrowing funds or issuing Preferred Units would be borne by the holders of the Units (each, a “Unitholder”). See “Item 1A. Risk Factors—Borrowing Money.”
The Adviser
Our investment activities are managed by the Adviser. Subject to the overall supervision of our board of directors, the Adviser manages our day-to-day operations and provides investment advisory and management services to us pursuant to the investment advisory and management agreement (the “Advisory Agreement”) by and between the Adviser and us.
The Adviser is a Delaware limited liability company registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and has been since 1970. The Adviser is a wholly owned subsidiary of The TCW Group, Inc. (the “TCW Group”) and together with its affiliated companies (collectively, “TCW”) manages or has committed to manage approximately $205 billion of assets as of December 31, 2022. Such assets are managed in various formats, including managed accounts, funds, structured products and other investment vehicles, including Regiment Capital Special Situations Fund V, L.P. (together with its four predecessor funds, TCW Direct Lending LLC and the Company, the “Direct Lending Funds”).
The Adviser is responsible for sourcing investment opportunities, conducting industry research, performing diligence on potential investments, structuring our investments and monitoring our portfolio companies on an ongoing basis.
Our assets are managed by the Adviser’s Private Credit Team. The Private Credit Team joined the TCW Group in December 2012. The Private Credit Team was previously with Regiment Capital Advisors, LP, an independent investment manager based in Boston, Massachusetts. The Private Credit Team launched the Company as its seventh direct lending fund. The Private Credit Team is led by Richard Miller and currently includes a dedicated group of investment professionals who have substantial investing, corporate finance, and merger and acquisition expertise and also significant experience in leveraged transactions, high yield financings and restructurings. We employ the investment approach and strategy the Private Credit Team developed and implemented over the past 21 years of investing in the middle market. The investment approach of the Private Credit Team is primarily to originate and invest in loans to middle market companies and generally focuses on the following:
•Investing in adjustable-rate, senior secured investment opportunities;
•Maintaining a principal preservation/absolute return focus;
•Investing capital in a disciplined manner with an eye towards finding opportunities in both positive and negative markets, without attempting to time markets; and
•Evaluating investment opportunities on a risk-adjusted return basis.
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The Private Credit Team applies its investment philosophy, strategy and approach to the management of our portfolio. The conditions of the economy or capital markets will not be used as an absolute indicator of the relative attractiveness of an investment opportunity considered for us. Rather, the investment must provide for adequate return relative to the risk assumed, regardless of the economic or capital market environment.
The Private Credit Team’s investment committee (the “Investment Committee”) evaluates and approves all investments by the Adviser. The Investment Committee process is intended to bring the diverse experiences and perspectives of the committee members to the analysis and consideration of every investment. The Investment Committee determines appropriate investment sizing, structure, pricing, and ongoing monitoring requirements for each investment, thus serving to provide investment consistency and adherence to the Adviser’s investment philosophies and policies. In addition to reviewing investments, the Investment Committee meetings serve as a forum to discuss credit views and outlooks. Potential transactions and deal flow are also reviewed on a regular basis. The team’s investment professionals are encouraged to share information and views on credits with the Investment Committee early in their analysis. This process improves the quality of the analysis and enables the investment team members to work more efficiently. Each proposed transaction is presented to the Investment Committee for consideration in a formal written report. Each of our new investments, and the disposition or sale of each existing investment, must be approved by the Investment Committee.
The Adviser keeps our board of directors well informed as to the identity and title of each member of its Investment Committee and provides to the Company’s board of directors such other information with respect to such persons and the functioning of the Investment Committee and the Private Credit Team as the board of directors may from time to time request.
The Investment Committee is composed of six members of the Private Credit Team - Richard T. Miller, Suzanne Grosso, James S. Bold, Mark Gertzof, Ryan Carroll, and David Wang. Four members of the Investment Committee, Mr. Miller, Ms. Grosso, Mr. Bold, and Mr. Gertzof, are referred to as “Key Persons” of the Company.
We expect to use the expertise of the members of the Investment Committee/Key Persons (including Mr. Miller, Ms. Grosso, Mr. Bold and Mr. Gertzof), and the Private Team to assess investment risks and determine appropriate pricing for our investments. In addition, we expect that the relationships developed by the Private Credit Team will enable us to learn about, and compete effectively for, financing opportunities with attractive middle market companies. For additional information concerning the competitive risks we face, see “Item 1A. Risk Factors—Competition for Investment Opportunities.”
Investment Advisory and Management Agreement
On December 29, 2017, the Company entered into the Advisory Agreement with the Adviser, our registered investment adviser under the Investment Advisers Act of 1940, as amended. Unless terminated earlier, the Advisory Agreement will remain in effect for a period of two years and will remain in effect from year to year thereafter if approved annually by (i) the vote of our board of directors, or by the vote of a majority of our outstanding voting securities, and (ii) the vote of a majority of our directors who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company, the Adviser or any of their respective affiliates (the “Independent Directors”). The Advisory Agreement will automatically terminate in the event of an assignment by the Adviser. The Advisory Agreement may be terminated by either party, or by a vote of the majority of our outstanding voting units or, if less, such lower percentage as required by the 1940 Act, without penalty upon not less than 60 days’ prior written notice to the applicable party. If the Advisory Agreement is terminated according to this paragraph, we will pay the Adviser a pro-rated portion of the Management Fee and Incentive Fee (each as defined below). See “Item 1A. Risk Factors—Dependence on Key Personnel and Other Management.” The Advisory Agreement was most recently reapproved by our board of directors on August 10, 2022.
Pursuant to the Advisory Agreement, the Adviser will:
•determine the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
•identify, evaluate and negotiate the structure of the investments we make (including performing due diligence on our prospective portfolio companies);
•determine the assets we will originate, purchase, retain or sell;
•close, monitor and administer the investments we make, including the exercise of any rights in our capacity as a lender; and
•provide us such other investment advice, research and related services as we may, from time to time, require.
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The Company will pay to the Adviser, quarterly in arrears, a management fee in cash (the “Management Fee”) calculated as follows: 0.375% (i.e., 1.50% per annum) of the average gross assets of the Company on a consolidated basis, with the average determined based on the gross assets of the Company as of the end of the three most recently completed calendar months. “Gross assets” means the amortized cost of portfolio investments of the Company (including portfolio investments purchased with borrowed funds and other forms of leverage, such as Preferred Units, public and private debt issuances, derivative instruments, repurchase agreements and other similar instruments or arrangements) that have not been sold, distributed to the members, or written off for tax purposes (but reduced by any portion of such cost basis that has been written down to reflect a permanent impairment of value of any portfolio investment), and excluding cash and cash equivalents. The Management Fee payable for any partial month or quarter will be appropriately pro-rated. The “Commitment Period” of the Company began on the Initial Closing Date of April 13, 2018 and ended on May 16, 2021, which is the later of (a) April 13, 2021, three years from the Initial Closing Date and (b) May 16, 2021, three years from the date in which the Company first completed an investment. While the Management Fee will accrue from the Initial Closing Date, the Adviser intends to defer payment of such fee to the extent that such fee is greater than the aggregate amount of interest and fee income earned by the Company. In addition, the Adviser will receive an incentive fee (the “Incentive Fee”) as follows:
(a)First, no Incentive Fee will be owed until the Unitholders have collectively received cumulative distributions pursuant to this clause equal to their aggregate contributions to the Company in respect of all Units;
(b)Second, no Incentive Fee will be owed until the Unitholders have collectively received cumulative distributions equal to a 9% internal rate of return on their aggregate contributions to the Company in respect of all Units (the “Hurdle”);
(c)Third, the Adviser will be entitled to an Incentive Fee out of 100% of additional amounts otherwise distributable to Unitholders until such time as the Incentive Fee paid to the Adviser is equal to 20% of the sum of (i) the amount by which the Hurdle exceeds the aggregate capital contributions of the Unitholders in respect of all Units and (ii) the amount of Incentive Fee being paid to the Adviser pursuant to this clause (c); and
(d)Thereafter, the Adviser will be entitled to an Incentive Fee equal to 20% of additional amounts otherwise distributable to Unitholders in respect of all Units, with the remaining 80% distributed to the Unitholders.
The Incentive Fee will be calculated on a cumulative basis and the amount of the Incentive Fee payable in connection with any distribution (or deemed distribution) will be determined in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders.
For purposes of calculating the Incentive Fee, aggregate contributions shall not include Earnings Balancing Contributions (as defined below) or Late-Closer Contributions (as defined below), and the distributions to Unitholders shall not include distributions attributable to Late-Closer Contributions. Earnings Balancing Contributions received by the Company will not be treated as amounts distributed to Unitholders for purposes of calculating the Incentive Fee. In addition if distributions to which a defaulting member otherwise would have been entitled have been withheld pursuant to Section 6.2.4 of the TCW Direct Lending VII LLC Agreement (the “LLC Agreement”), the amounts so withheld shall be treated for such purposes as having been distributed to such Defaulting Member. The amount of any distribution of securities made in kind shall be equal to the fair market value of those securities at the time of distribution determined pursuant to Section 13.4 of the LLC Agreement.
As provided in Section 10.5 of the LLC Agreement, in connection with a Reorganization as described below in “The Private Offering – Investor Optionality; Potential Reorganization,” in which Unitholders will be offered the opportunity to hold interests in the Public Fund, the Extension Fund or the Liquidating Company, an Incentive Fee will be payable by the Company (the “Reorganization Incentive Fee”). The Reorganization Incentive Fee will be calculated as of the Reorganization Date and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all of the Company’s investments were liquidated for their current value (but without taking into account any unrealized appreciation of any Portfolio Investment), and any unamortized deferred portfolio investment-related fees were deemed accelerated, (B) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (C) the remainder were distributed to Unitholders and paid as Incentive Fee in accordance with Section 6(a) of the Advisory Agreement. The Reorganization Incentive Fee will be paid pro rata by each Reorganized Entity (defined below) in accordance with the respective advisory agreement of each Reorganized Entity and, if applicable, the distribution procedures described in the organizational documentation of the relevant Reorganized Entity.
After a Reorganization, all calculations relating to any incentive fee payable by any Reorganized Entity (including without limitation any Adviser Return Obligation (defined below) or comparable amount) will be made without taking into account the interests in any other Reorganized Entity (or contributions, distributions or proceeds relating thereto), so that the timing and amount of any incentive fee payable by a Reorganized Entity following the Reorganization will be determined under the respective advisory agreement of the Reorganized Entity and, if applicable, the organizational documentation of such Reorganized Entity, based solely on the Units in such Reorganized Entity.
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If the Advisory Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating the agreement or (ii) the Company terminating the agreement for cause (as set out in the Advisory Agreement), the Company will be required to pay the Adviser a final incentive fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Advisory Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all of the Company’s investments were liquidated for their current value (but without taking into account any unrealized appreciation of any portfolio investment), and any unamortized deferred portfolio investment-related fees were deemed accelerated, (B) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (C) the remainder were distributed to Unitholders and paid as Incentive Fee in accordance with the “waterfall” (i.e., clauses (a) through (d)) described above for determining the amount of the Incentive Fee. The Company will make the Final Incentive Fee Payment in cash on or immediately following the date the Advisory Agreement is so terminated.
In connection with a Reorganization, a Reorganization Incentive Fee is expected to be payable by us (the “Reorganization Incentive Fee”). The Reorganization Incentive Fee will be calculated as of the Reorganization Date and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all our investments were liquidated for their current value (but without taking into account any unrealized appreciation of any portfolio investment), and any unamortized deferred portfolio investment-related fees were deemed accelerated, (B) the proceeds from such liquidation were used to pay all our outstanding liabilities, and (C) the remainder were distributed to Unitholders and paid as Incentive Fee in accordance with the “waterfall” (i.e., clauses (a) through (d)) described above for determining the amount of the Incentive Fee.
Adviser Return Obligation
After we have made our final distribution of assets in connection with our dissolution, if the Adviser has received aggregate payments of Incentive Fees in excess of the amount the Adviser was entitled to receive pursuant to “Incentive Fee” above, then the Adviser will return to us, on or before 90 days after such final distribution of assets, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event will the Adviser be required to return to us an amount greater than the aggregate Incentive Fees paid to the Adviser, reduced by the excess of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees, over (b) an amount equal to the U.S. federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation.
Administration Agreement
On December 29, 2017, the Company entered into the Administration Agreement (as subsequently amended and restated as of September 25, 2018, the “Administration Agreement”) with TCW Asset Management Company LLC (the “Administrator”) under which the Administrator (or one or more delegated service providers) will oversee the maintenance of the Company’s financial records and otherwise assist with the Company’s compliance with regulations applicable to a business development company under the Investment Company Act of 1940, as amended, and a regulated investment company under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended; monitor the payment of the Company’s expenses; oversee the performance of administrative and professional services rendered to the Company by others; be responsible for the financial and other records that the Company is required to maintain; prepare and disseminate reports to Unitholders and reports and other materials to be filed with the SEC or other regulators; assist the Company in determining and publishing (as necessary or appropriate) its net asset value; oversee the preparation and filing of tax returns; generally oversee the payment of expenses; and provide such other services as the Administrator, subject to review of the Company’s board of directors, shall from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Payments under the Administration Agreement will be equal to an amount that reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities under the Administration Agreement. The Administrator shall seek such reimbursement from the Company no more than once during any calendar year and shall only seek such reimbursement when all Company Expenses (as defined below) for such calendar year have been paid or accrued. Amounts paid pursuant to the Administration Agreement are subject to the annual cap on Company Expenses (as defined below), as described more fully below.
The Company, and indirectly the Unitholders, will bear all costs, expenses and liabilities, other than Adviser Operating Expenses (as defined below) (which shall be borne by the Adviser), in connection with the organization, operations, administration and transactions of the Company (“Company Expenses”). Company Expenses shall include, without limitation: (a) organizational expenses and expenses associated with the issuance of the Units; (b) expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act of 1940, the Securities Exchange Act of 1934, as amended, and other applicable federal or state securities laws; (f) fees and expenses incurred in connection
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with debt incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees, if any, payable under the Administration Agreement; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes and other governmental charges assessed against the Company; (n) independent directors’ fees and expenses and the costs associated with convening a meeting of the Company’s board of directors or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (p) costs of any reports, proxy statements or other notices to Unitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of the Company’s financial statements and tax returns; (r) the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other
insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other personnel (including employees and secretarial and other staff of the Administrator) to the extent they are devoted to preparing the Company’s consolidated financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the LLC Agreement or Advisory Agreement or related documents of the Company or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business. However, in the event of a Reorganization that results in a Public Fund or an Extension Fund, including a Reorganization pursuant to which the Company becomes the Public Fund or the Extension Fund, the fees, costs and expenses associated with any such restructuring, initial public offering, listing of equity securities or reorganization will be borne appropriately by the Public Fund and the Extension Fund (and indirectly only by Unitholders that elect to become investors in the Public Fund or the Extension Fund), as the case may be, and no others will directly or indirectly bear such fees, costs or expenses.
However, the Company will not bear (a) more than an amount equal to 10 basis points of investors’ aggregate Commitments for organizational expenses and offering expenses in connection with the offering of Units through the date that is six months after the Initial Closing Date, as it may be extended by the Adviser, and (b) more than an amount equal to 12.5 basis points of aggregate Commitments computed annually for Company Expenses; provided, that, any amount by which actual annual expenses in (b) exceed the 12.5 basis point limit shall be carried over to the next year, without limitation, as additional expense until the earlier of the Reorganization or the dissolution of the Company, with any partial year assessed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the 12.5 basis point limit in (b), the following expenses shall be excluded and shall be borne by the Company as incurred without regard to the 12.5 basis point limit in (b): the Management Fee, the Incentive Fee, organizational and offering expenses (which are subject to the separate cap), amounts incurred in connection with the Company’s borrowings (including interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against the Company, out-of-pocket expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of the Company’s portfolio investments performed by the Company’s independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to the Company, out-of-pocket costs and expenses relating to any Reorganization or liquidation of the Company, and any extraordinary expenses (such as litigation expenses and indemnification payments). Notwithstanding the foregoing, in no event will the Company carryforward to future periods the amount by which actual annual Company Expenses for a year exceed the 12.5 basis point limit for more than three years from the date on which such expenses were reimbursed.
“Adviser Operating Expenses” means overhead and operating and administrative expenses incurred by or on behalf of the Adviser or any of its affiliates, including the Company, in connection with maintaining and operating the Adviser’s office, including salaries and other compensation (including compensation due to its officers), rent, routine office equipment expense and liability and insurance premiums (other than those incurred in maintaining fidelity bonds and indemnitee insurance policies), in furtherance of providing
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supervisory investment management services for the Company. Adviser Operating Expenses include any expenses incurred by the Adviser or its affiliates in connection with the Adviser’s registration as an investment adviser under the Investment Advisers Act of 1940, as amended, or with its compliance as a registered investment adviser thereunder.
All Adviser Operating Expenses and all expenses of the Company that the Company will not bear will, as set forth above, be borne by the Adviser or its affiliates.
Employees
We do not currently have any employees and do not expect to have any employees. Services necessary for our business will be provided through the Administration Agreement and the Advisory Agreement. Each of our executive officers are employees of the Adviser.
License Agreement
We entered into a license agreement (the “License Agreement”) with an affiliate of the Adviser on April 13, 2018, pursuant to which we were granted a non-exclusive license to use the name “TCW”. Under the License Agreement, we have a right to use the “TCW” name and logo for so long as the Adviser or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “TCW” name or logo.
Derivatives
We do not expect derivatives to be a significant component of our investment strategy. We retain the flexibility, however, to utilize hedging techniques, such as interest rate swaps, to mitigate potential interest rate risk on our indebtedness. Such interest rate swaps would principally be used to protect us against higher costs on our indebtedness resulting from increases in both short-term and long-term interest rates.
We also may use various hedging and other risk management strategies to seek to manage additional risks, including changes in currency exchange rates and market interest rates. Such hedging strategies would be utilized to seek to protect the value of our portfolio investments, for example, against foreign currency fluctuations vis-à-vis the U.S. Dollar or possible adverse changes in the market value of securities held in our portfolio.
The Private Offering
In connection with its subscription for Units, each of our investors made a Commitment to us and received one Unit for every one hundred dollars of such investor’s accepted Commitment (for example, an investor making a Commitment of $200 million was issued two million Units). Each Unit was issued for a purchase price of $0.01 per Unit (the “Original Issuance Price”) and obligates the Unitholder to make additional future capital contributions of $99.99. The amount that remains to be drawn down with respect to a Unit is referred to as that Unit’s “Undrawn Commitment.”
Each investor entered into a subscription agreement in connection with its Commitment (a “Subscription Agreement”). The Subscription Agreement sets forth, among other things, the terms and conditions upon which the investors purchased Units, the circumstances under which we may draw down capital from investors, certain covenants that all investors agreed to, and the remedies available to us in the event that an investor defaults on its obligation to make capital contributions. In addition, the Subscription Agreement includes an Investor Suitability Questionnaire designed to ensure that all investors are “qualified purchasers” as defined in the 1940 Act, and also are either (i) “accredited investors,” as defined in Rule 501 of Regulation D under the Securities Act, or (ii) in the case of Units sold outside the United States, persons that are not “U.S. persons” in accordance with Regulation S under the Securities Act.
Closing Period
On April 13, 2018, (the “Initial Closing Date”) we began accepting subscription agreements from investors for the private sale of our Units. After the Initial Closing Date, we held a limited number of additional closings at which we issued Units. The additional closings occurred during the 180-day period following the Initial Closing Date and that the period during which Units are being offered (the “Closing Period”) was set to terminate upon the six-month anniversary of the Initial Closing Date. However, the Adviser, in its sole discretion, extended the Closing Period until January 14, 2019. Each investor who participated in a closing following the
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Initial Closing Date (a “Later-Closing Investor”) was issued Units in exchange for the Original Issuance Price and was required to contribute to us in respect of each Unit issued to such investor:
(i)an amount equal to the amount of any additional capital contributions we had previously drawn down with respect to a Unit issued on the Initial Closing Date (a “True-Up Contribution”);
(ii)an amount equal to any increase in the net asset value (as reflected in our books and records) of a Unit issued on the Initial Closing Date through the closing date for the newly issued Unit, excluding any increase in net asset value attributable to additional capital contributions made by the applicable Unitholder or decrease attributable to distributions of True-Up Contributions as described in the paragraph below (an “Earnings Balancing Contribution”); and
(iii)an amount equivalent to interest at a rate of 2.0% per annum on the True-Up Contribution for such newly issued Unit, calculated for the period from the Initial Closing Date to the closing date for such newly issued Unit (a “Late-Closer Contribution”).
True-Up Contributions will be retained by us and used for any purpose of the Company. If at any time we determine that because of the True-Up Contributions we have excess cash on hand, we may distribute that excess cash among all the Unitholders pro rata based on the number of Units held by each. Any distribution of True-Up Contributions will be treated as a return of previously made capital contributions in respect of the Units and, consequently, will correspondingly increase the Undrawn Commitment of the Units.
Earnings Balancing Contributions will not reduce the Undrawn Commitment of the associated Units and will not be treated as capital contributions for purposes of calculating the Incentive Fee. Earnings Balancing Contributions received by us will not be treated as amounts distributed to Unitholders for purposes of calculating the Incentive Fee.
Late-Closer Contributions will not reduce the Undrawn Commitment of the associated Units and will not be treated as capital contributions for purposes of calculating the Incentive Fee. Late-Closer Contributions made with respect to Units that are issued on a particular closing date will be specially distributed to the Unitholders who were issued Units prior to such closing date pro rata based on the number of Units held by such Unitholders immediately prior to such closing date. The special distribution of Late-Closer Contributions will not be treated as an amount distributed to the Unitholders for purposes of calculating the Incentive Fee.
As of December 31, 2022, we have sold 13,734,010 Units for an aggregate offering price of $1.4 billion.
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Commitment Period
The “Commitment Period” of the Company began on the Initial Closing Date and ended on May 16, 2021, which is the later of (a) April 13, 2021, three years from the Initial Closing Date and (b) May 16, 2021, three years from the date in which the Company first completed an investment. In accordance with the Company’s LLC Agreement, the Company completed investment transactions that were significantly in process as of the end of the Commitment Period and which the Company reasonably expected to be consummated prior to 90 days subsequent to the expiration date of the Commitment Period. The Company may also effect follow-on investments in existing portfolio companies up to an aggregate maximum of 10% of capital commitments.
Investor Optionality; Potential Reorganization
At any time after April 13, 2020 (or, if earlier, the date on which the Undrawn Commitment of each Unit has been reduced to zero), subject to applicable law and the discretion of our board of directors, we may seek to initiate a transaction (the “Reorganization,” and the date upon which the Reorganization becomes effective, the “Reorganization Date”) intended to provide Unitholders different options with respect to their investment in the Company. The Reorganization may include one or more of the following: (i) offering Unitholders the option to own an interest in an entity (the “Liquidating Company”) that would make no new investments but instead would generally distribute the proceeds of its investments, as they are received, to its equity holders over time, such that it would likely substantially complete its liquidation within a reasonable period of time following the Reorganization Date; (ii) offering Unitholders the option to own an interest in an entity (the “Public Fund”) that would be a permanent, non-liquidating investment vehicle and elect to be treated as a BDC under the 1940 Act and a RIC under Subchapter M of the Code, and which may, among other things, seek to complete an initial public offering (“IPO”) of its common equity interests; and (iii) offering Unitholders the option to own an interest in an entity (the “Extension Fund” and, together with the Liquidating Company and the Public Fund, the “Reorganized Entities” and each, a “Reorganized Entity”) that would elect to be treated as a BDC under the 1940 Act and a RIC under Subchapter M of the Code and would generally operate as the Company is described to operate in this Annual Report on Form 10-K, but with an extended commitment period and term. Immediately following a Reorganization, each Reorganized Entity would hold an appropriate share of the assets and liabilities held by the Company immediately prior to the Reorganization. The Reorganization will not be completed prior to the end of the Company’s Commitment Period. If, in the sole discretion of our board of directors, the number of Units represented by elections to receive interests in either the Public Fund or the Extension Fund is too small, then our board of directors may choose not to proceed with the Reorganization, or the Reorganization may be effected without providing Unitholders the option to hold interests in either the Public Fund or the Extension Fund (as applicable). If either the Public Fund or the Extension Fund is not made available, any Unitholder that initially elected to receive interests of such entity will be offered an opportunity to make a new election between the available Reorganized Entities.
The extended commitment period of the Extension Fund will begin on the Reorganization Date and end two years from such date and the extended term will end on the sixth anniversary of the Reorganization Date. The Extension Fund may, among other things, seek to complete an IPO of its common equity interests, subject to shareholder and other necessary approvals, after the end of its commitment period.
The Reorganization may be effected in a number of different ways, and any transaction(s), if any, ultimately selected will depend upon applicable legal, tax and other relevant considerations at the time of the Reorganization. Among the possible structures that may be utilized to effect the Reorganization are the following: (A) Unitholders of the Company are offered an opportunity to elect (i) to exchange their Units for interests in one or more wholly owned subsidiaries of the Company or interests in one or more newly formed entities, each of which will become a Reorganized Entity and will hold an appropriate share of the assets and liabilities of the Company, or (ii) to retain their interests in the Company which will become a Reorganized Entity and will hold an appropriate share of the assets and liabilities of the Company; (B) the Company or a subsidiary thereof merges with one or more entities in a transaction or transactions resulting in Unitholders having the option to receive interests in any Reorganized Entity offered as part of the Reorganization; or (C) a structure yet to be determined that would be designed to result in Unitholders of the Company having the option to effectively exchange their interests in the Company for interests in any Reorganized Entity offered as part of the Reorganization. In order to effect any of these or other transactions to offer Unitholders optionality, we expect that we would, among other things, transfer a portion of the assets and liabilities of the Company to one or more separate entities (which may be wholly owned subsidiaries of the Company) that will become the Reorganized Entities, and thereafter provide Unitholders the opportunity to own interests in such new entities in exchange for all or some of their Units. The portion of assets and liabilities so transferred will be determined based on the portion of Unitholders that have elected to invest in each Reorganized Entity. Because the Adviser intends to manage each of the Public Fund and the Extension Fund, and also intends to manage any Liquidating Company, to the extent the 1940 Act continues to prohibit entities under common control from engaging in certain transactions at the time of the Reorganization, the Company will be required to obtain exemptive and/or no-action relief from the SEC in order to transfer assets to the Public Fund and the Extension Fund, and may require such relief to transfer assets to the Liquidating Company. It is possible that our board of directors may elect to pursue a Reorganization with only two investment options, the Liquidating Company and either the Public Fund or the Extension Fund. There can be no assurance that the Company will be able to obtain any required exemptive and/or no-action relief from the SEC or that our board of directors will authorize the Reorganization. If the Company does not obtain any required exemptive
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and/or no-action relief, or if our board of directors determines not to proceed with the Reorganization, then the Company will continue its operations in the manner otherwise set forth in this Annual Report on Form 10-K.
If we do obtain any required exemptive and/or no-action relief, or if it is determined that no such relief is necessary, our board of directors will make the determination as to if and when it is appropriate for us to undertake the Reorganization. Details of any proposed Reorganization will be provided to Unitholders in the event such a transaction is approved by our board of directors. We will not propose a Reorganization unless we have been advised by tax counsel or advisors to the effect that effecting the Reorganization will not have material adverse tax consequences for us and those investors that do not make an election in connection with the proposed Reorganization (i.e., those investors who receive default consideration on the Reorganization Date).
Regulation as a Business Development Company
We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters. In addition, a BDC must be organized for the purpose of investing in or lending primarily to private companies organized in the United States and making significant managerial assistance available to them.
As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. A majority of our board of directors must be persons who are not “interested persons,” as that term is defined in the 1940 Act. Additionally, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our Unitholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of any such person’s office. As a BDC, we are currently also required to meet a minimum coverage ratio of the value of total assets to total senior securities, which include all of our borrowings and any Preferred Units.
As a BDC, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority of our outstanding voting securities, as required by the 1940 Act. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company.
We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these limits, we generally cannot acquire more than 3% of the voting stock of any investment company, invest more than 5% of the value of our total assets in the securities of one investment company, or invest more than 10% of the value of our total assets in the securities of investment companies in the aggregate. We may, however, rely on recently adopted Rule 12d1-4 under the 1940 Act and invest in excess of the limits described above. However, to the extent we rely on Rule 12d1-4, we will be subject to certain conditions and requirements under Rule 12d1-4. The portion of our portfolio invested in securities issued by investment companies ordinarily will subject the Unitholders to additional expenses.
We have no intention to, and are generally not able to, issue and sell our Units at a price below net asset value per Unit. We may, however, issue and sell our Units at a price below the then-current net asset value of our Units if our board of directors determines that such sale is in our best interests and the best interests of the Unitholders, and the Unitholders have approved our policy and practice of making such sales within the preceding 12 months. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our board of directors, closely approximates the market value of such securities. In addition, we may generally issue new Units at a price below net asset value in rights offerings to existing Unitholders, in payment of distributions and in certain other limited circumstances.
We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of the members of our board of directors who are not interested persons and, in some cases, prior approval by the SEC through an exemptive order (other than in certain limited situations pursuant to current regulatory guidance). The Adviser has obtained exemptive relief from the SEC that, subject to certain conditions and limitations, permits us and other funds advised by the Adviser or certain affiliates of the Adviser (referred to herein as “potential co-investment funds”) to engage in certain co-investment transactions. Under the exemptive relief, in the case where the interest in a particular investment opportunity exceeds the size of the opportunity, then the investment opportunity will be allocated among us and such potential co-investment funds based on available capital, which generally will be determined based on the amount of cash on hand, existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and other investment policies and restrictions set from time to time by the board or other governing body of the relevant fund or imposed by applicable laws, rules, regulations or interpretations. Prior to August 2020, the Advisor calculated “available capital” based primarily on uncalled capital commitments and then-available borrowings for each fund or account. However, with a view toward more equitable and stable allocations going forward, the Advisor, as of August 2020, adjusted its policy
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to calculate “available capital” primarily on anticipated fund or account size (including total investor commitments and reasonably expected leverage). In situations where we cannot co-invest with other investment funds managed by the Adviser or an affiliate of the Adviser due to the restrictions contained in the 1940 Act that are not addressed by the exemptive relief or SEC guidance, the investment policies and procedures of the Adviser generally require that such opportunities be offered to us and such other investment funds on an alternating basis. There can be no assurance that we will be able to participate in all investment opportunities that are suitable for us.
We are subject to periodic examination by the SEC for compliance with the 1940 Act.
Qualifying Assets
Under the 1940 Act, a BDC may not acquire any assets other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to our business are the following:
•Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:
•is organized under the laws of, and has its principal place of business in, the United States;
•is not an investment company (other than a small business investment company wholly owned by us) or a company that would be an investment company but for certain exclusions under the 1940 Act; and
•satisfies either of the following:
•has a market capitalization of less than $250 million or does not have any class of securities listed on a national securities exchange; or
•is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result thereof, the BDC has an affiliated person who is a director of the eligible portfolio company.
•Securities of any eligible portfolio company that we control.
•Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
•Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.
•Securities received in exchange for or distributed in connection with securities described above, or pursuant to the exercise of warrants or rights relating to such securities.
•Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.
Managerial Assistance to Portfolio Companies
A BDC must be operated for the purpose of making investments in the types of securities described under “Qualifying Assets” above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does in fact provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.
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Temporary Investments
Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which is referred to herein, collectively, as temporary investments, such that at least 70% of our assets are qualifying assets.
Senior Securities
We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of Preferred Units senior to the Units, if our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. While any Preferred Units or, in certain limited circumstances, debt securities are outstanding, we may be prohibited from making distributions to Unitholders or repurchasing Units unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for generally up to 60 days without regard to the 200% asset coverage requirement described above. Finally, (i) Preferred Units must have the same voting rights as the Units (one Unit, one vote), and (ii) holders of Preferred Units (the “Preferred Unitholders”) must have the right, as a class, to appoint two directors to the board of directors.
On March 23, 2018, an amendment to Section 61(a) of the 1940 Act was signed into law to permit BDCs to reduce the minimum asset coverage ratio from 200% to 150%, subject to certain approval requirements (including either stockholder approval or approval of the “required majority”, as such term is defined in Section 57(o) of the Investment Company Act), certain disclosure requirements and, in the case of a BDC that is not an issuer of common equity securities that are listed on a national securities exchange, such as the Company, the requirement that the BDC must extend to each person that is a stockholder as of the date of an approval described above the opportunity (which may include a tender offer) to sell the securities held by that stockholder as of that applicable approval date, with 25% of those securities to be repurchased in each of the four calendar quarters following the calendar quarter in which that applicable approval date takes place. We have not sought or obtained Unitholders’ approval, and, as a result, remain subject to the 200% asset coverage requirement under Section 61(a) of the 1940 Act. As of December 31, 2022, our asset coverage for borrowed amounts was 320.1%.
Code of Ethics
We and the Adviser have each adopted a code of ethics of the Adviser pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, respectively, which establish procedures for personal investments and restricts certain transactions. The code of ethics generally contains restrictions on investments by our personnel in securities that we may purchase or hold. In addition, we have adopted a code of ethics applicable to our Principal Executive and Principal Accounting Officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002. You may obtain copies of the codes of ethics by written request addressed to the following: Gladys Xiques, Chief Compliance Officer, 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.
Compliance Policies and Procedures
We and the Adviser have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal securities laws. We and the Adviser are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation and to designate a chief compliance officer to be responsible for administering the policies and procedures.
Proxy Voting Policies and Procedures
We delegate our proxy voting responsibility to the Adviser. The Proxy Voting Policies and Procedures of the Adviser are set forth below. The guidelines will be reviewed periodically by the Adviser and our Independent Directors, and, accordingly, are subject to change.
An investment adviser registered under the Advisers Act has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, the Adviser recognizes that it must vote client securities in a timely manner free of conflicts of interest and in the best interests of its clients. These policies and procedures for voting proxies for the Adviser’s investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.
If the Adviser has responsibility for voting proxies in connection with its investment advisory duties, or has the responsibility to specify to an agent how to vote the client’s proxies, it exercises such voting responsibilities through the corporate proxy voting process. The Adviser believes that the right to vote proxies is a significant asset of its clients’ holdings. In order to provide a basis for making decisions in the voting of proxies for its clients, the Adviser has established a proxy voting committee (the “Proxy Committee”) and adopted proxy voting guidelines (the “Guidelines”) and procedures.
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The Proxy Committee generally meets quarterly (or at such other frequency as determined by the Proxy Committee), and its duties include establishing proxy voting guidelines and procedures, overseeing the internal proxy voting process, and reviewing proxy voting issues. The members of the Proxy Committee include the Adviser’s personnel from the investment, compliance, legal and marketing departments. The Adviser also uses outside proxy voting services (each, an “Outside Service”) to help manage the proxy voting process. Each Outside Service facilitates its voting according to the Guidelines (or according to guidelines submitted by the Adviser’s clients) and helps maintain the Adviser’s proxy voting records. The Adviser’s proxy voting and record keeping is dependent on the timely provision of proxy ballots by custodians, clients and other third parties. Under circumstances described below involving potential conflicts of interest, the Adviser may also request an Outside Service to help decide certain proxy votes. In those instances, the Proxy Committee shall review and evaluate the voting recommendations of each Outside Service to ensure that recommendations are consistent with the Adviser’s clients’ best interest. In the event the Adviser inadvertently receives any proxy material on behalf of a client that has retained proxy voting responsibility, and where it is reasonably feasible by the Adviser to determine the identity of the client, the Adviser will promptly forward such materials to the client. As a matter of firm policy, the Adviser does not disclose to unaffiliated third parties how it expects to vote on upcoming proxies and does not disclose the way it voted proxies without a legitimate need to know such information.
The Guidelines provide a basis for the Adviser’s decisions in the voting of proxies for clients. When voting proxies, the Adviser’s utmost concern is that all decisions be made solely in the interests of the client and with the goal of maximizing the value of the client’s investments. Generally, proposals will be voted in accordance with the Guidelines and any applicable guidelines provided by the Adviser’s clients. The Adviser’s underlying philosophy, however, is that the portfolio managers, who are primarily responsible for evaluating the individual holdings of the Adviser’s clients, are best able to determine how best to further client interests and goals. The portfolio managers may, in their discretion, take into account the recommendations of the Adviser’s management, the Proxy Committee, and any Outside Service.
Individual portfolio managers, in the exercise of their best judgment and discretion, may from time to time override the Guidelines and vote proxies in a manner that they believe will enhance the economic value of clients’ assets, keeping in mind the best interests of the beneficial owners. The Guidelines provide procedures for documenting and, as required, approving such overrides. In the event a potential conflict arises in the context of voting proxies for the Adviser’s clients, the primary means by which the Adviser will avoid a conflict of interest is by casting votes with the assistance of an Outside Service according to the Guidelines and any applicable guidelines provided by the Adviser’s clients. If a potential conflict of interest arises, and the proxy vote to be decided is predetermined under the Guidelines, then the Adviser will follow the Guidelines and vote accordingly. On the other hand, if a potential conflict of interest arises and there is no predetermined vote, or the Guidelines themselves refer such vote to the portfolio manager for decision, or the portfolio manager would like to override a predetermined vote, then the Guidelines provide procedures for determining whether a material conflict of interest exists and, if so, resolving such conflict.
The Adviser or an Outside Service will keep records of the following items for at least five years: (i) the Guidelines and any other proxy voting procedures; (ii) proxy statements received regarding client securities (unless such statements are available on the SEC’s EDGAR system); (iii) records of votes cast on behalf of clients (if maintained by an Outside Service, that Outside Service will provide copies of those records promptly upon request); (iv) records of written requests for proxy voting information and the Adviser’s response (whether a client’s request was oral or in writing); and (v) any documents the Adviser prepared that were material to making a decision on how to vote, or that memorialized the basis for the decision. Additionally, the Adviser or an Outside Service will maintain any documentation related to an identified material conflict of interest.
Privacy Principles
We are committed to maintaining the confidentiality, integrity and security of nonpublic personal information relating to our investors. The following information is provided to describe generally what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.
We may collect nonpublic personal information regarding investors from sources such as subscription agreements, investor questionnaires and other forms; individual investors’ account histories; and correspondence between individual investors and the Company. We may share information that we collect regarding an investor with our affiliates and the employees of such affiliates for legitimate business purposes, for example, in order to service the investor’s accounts or provide the investor with information about other products and services offered by the Company or our affiliates that may be of interest to the investor. In addition, we may disclose information that we collect regarding investors to third parties who are not affiliated with us (i) as required by law or in connection with regulatory or law enforcement inquiries, or (ii) as otherwise permitted by law to the extent necessary to effect, administer or enforce investor or our transactions.
Any party that receives nonpublic personal information relating to investors from the Company is permitted to use the information only for legitimate business purposes or as otherwise required or permitted by applicable law or regulation. In this regard, for our
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officers, employees and agents and affiliates, access to such information is restricted to those who need such access in order to provide services to us and to our investors. We maintain physical, electronic and procedural safeguards to seek to guard investor nonpublic personal information.
Reporting Obligations
In order to be regulated as a BDC under the 1940 Act, we were required to register a class of equity securities under the 1934 Act and filed a Registration Statement for our Units with the SEC under the 1934 Act. We are required to file annual reports, quarterly reports and current reports with the SEC. This information is available on the SEC’s website at www.sec.gov.
Because we do not currently maintain a corporate website, we do not intend to make available on a website our annual reports on
Form 10-K, quarterly reports on Form 10-Q and our current reports on Form 8-K. We do intend, however, to provide electronic or paper copies of our filings free of charge upon request.
Certain U.S. Federal Income Tax Consequences
The following is a summary of certain material U.S. federal income tax considerations related to an investment in the Units. This summary is based upon the provisions of the Code, as amended, the U.S. Treasury regulations promulgated thereunder, published rulings of the Internal Revenue Service (the “IRS”) and judicial decisions in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. The discussion does not purport to describe all of the U.S. federal income tax consequences that may be relevant to a particular investor in light of that investor’s particular circumstances (including alternative minimum tax consequences) and is not directed to investors subject to special treatment under the U.S. federal income tax laws, such as banks, dealers in securities, persons holding Units as part of hedging transaction, wash sale, conversion transaction or integrated transaction, real estate investment trusts, regulated investment companies, tax-exempt entities, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, certain financial institutions and insurance companies. In addition, this summary does not discuss any aspect of state, local or non-U.S. tax law and assumes that investors will hold their Units as capital assets (generally, assets held for investment).
For purposes of this discussion, a “U.S. Holder” is a Unitholder that is, for U.S. federal income tax purposes: (a) an individual who is a citizen or resident of the United States; (b) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate, the income of which is subject to U.S. federal income taxation regardless of its source or (d) a trust if a court within the United States can exercise primary supervision over its administration and certain other conditions are met. A “Non-U.S. Holder” is a Unitholder who is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes. For tax purposes, our fiscal year is the calendar year.
If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds Units, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective investor that will own Units through a partnership should consult its tax advisors with respect to the purchase, ownership and disposition of those Units.
Tax matters are complex and prospective investors in the Units are urged to consult their own tax advisors with respect to the U.S. federal income tax and state, local and non-U.S. tax consequences of an investment in the Units, including the potential application of U.S. withholding taxes.
Classification of the Company as Corporation for Tax Purposes
As a limited liability company, the Company is an eligible entity that is entitled to elect its classification for U.S. federal tax purposes. The Company has made an election to cause it to be classified as an association that is taxable as a corporation for U.S. federal income tax purposes. If the Company is unable to qualify as a RIC (the requirements of which are discussed below) during the liquidation of its portfolio following the Commitment Period, it may consider filing a new election to cause the Company to be classified as a partnership for U.S. federal tax purposes (from the effective date of such new election forward). The Company has no current intention of making such a new election and would only make such election if it determines it is in the best interests of Unitholders to do so.
Regulated Investment Company Classification
As a BDC, we elected, and intend to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, we generally will not be required to pay corporate-level federal income taxes on any ordinary income or capital gains that we distribute to our Unitholders as dividends. To continue to qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification
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requirements (as described below). In addition, to qualify for RIC tax treatment, we must distribute to our Unitholders, for each taxable year, the sum of at least 90% of our “investment company taxable income” for that year, which is generally our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses, and 90% of its net tax-exempt interest (the “Annual Distribution Requirement”).
Taxation as a Regulated Investment Company
If we:
•satisfy the Annual Distribution Requirement;
then we will not be subject to federal income tax on the portion of our investment company taxable income and net capital gain (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) that we distribute to Unitholders. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gain not distributed (or deemed distributed) to Unitholders.
We will be subject to a 4% nondeductible federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, and on which we paid no federal income tax, in preceding years.
In order to maintain our qualification as a RIC for federal income tax purposes, we must, among other things:
•at all times during each taxable year, have in effect an election to be treated as a BDC under the 1940 Act;
•derive in each taxable year at least 90% of our gross income from (a) dividends, interest, payments with respect to certain securities (including loans), gains from the sale of stock or other securities or currencies, or other income derived with respect to our business of investing in such stock, securities or currencies and (b) net income derived from an interest in a “qualified publicly traded partnership”; and
•diversify our holdings so that at the end of each quarter of the taxable year:
oat least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and
ono more than 25% of the value of our assets is invested in (i) the securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) the securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) the securities of one or more “qualified publicly traded partnerships.”
We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with increasing interest rates or debt instruments issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any original issue discount accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to Unitholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount.
We may have difficulty satisfying the diversification requirements as we liquidate our portfolio following the Commitment Period, since we will not be making additional investments. While we generally will not lose our status as a RIC as long as we do not acquire any nonqualifying securities or other property, under certain circumstances we may be deemed to have made an acquisition of nonqualifying securities or other property.
Because we may use debt financing, we will be subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement. If we are unable to obtain cash from other sources or are otherwise limited in our ability to make distributions, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.
Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things: (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions; (ii) convert lower taxed long-term capital
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gain into higher taxed short-term capital gain or ordinary income; (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause us to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities is deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that will not be qualifying income for purposes of the 90% gross income test described above. We will monitor our transactions and may make certain tax elections in order to mitigate the potential adverse effect of these provisions.
If, in any particular taxable year, we do not qualify as a RIC, all of our taxable income (including our net capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to Unitholders, and distributions will be taxable to the Unitholders as ordinary dividends to the extent of our current and accumulated earnings and profits.
In the event we invest in non-U.S. securities, we may be subject to withholding and other non-U.S. taxes with respect to those securities. We do not expect to satisfy the conditions necessary to pass through to our Unitholders their share of the non-U.S. taxes paid by the Company.
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ITEM 1A. RISK FACTORS
An investment in our securities involves certain risks relating to our structure and investment objective. The risks set forth below are not the only risks we face, and we face other risks which we have not yet identified, which we do not currently deem material or which are not yet predictable. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our net asset value could decline, and you may lose all or part of your investment.
RISKS RELATED TO OUR BUSINESS
Market and geopolitical events could materially and adversely affect certain of our portfolio companies, and could materially and adversely affect our business, financial condition, results of operations and cash flows. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Our business and operations, as well as the business and operations of our portfolio companies, may be materially adversely affected by inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics, epidemics, terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, social and political discord or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects. Any such event(s) could have a significant adverse impact on our business and operations, and on the business and operations of our portfolio companies.
The novel coronavirus (COVID-19) global pandemic and the aggressive responses taken by many governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines or similar restrictions, as well as the forced or voluntary closure of, or operational changes to, many retail and other businesses, had negative impacts, and in many cases severe negative impacts, on markets worldwide. It is not known how long such impacts, or any future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may have a material, adverse impact on our business and operations, and on the business and operations of our portfolio companies.
Disruption and Instability in Capital Markets. The U.S. and global capital markets experienced extreme volatility and disruption in recent years, leading to recessionary conditions and depressed levels of consumer and commercial spending. For instance, recent failures in the banking sector have caused significant disruption and volatility in U.S. and global markets. In addition, uncertainty related to the global outbreak of COVID-19, the partial U.S. government shutdown in December 2018 and January 2019, U.S. trade policies and the withdrawal of the United Kingdom from the European Union have previously led to disruption and instability in the global markets. Disruptions in the capital markets increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. We cannot assure you that these conditions will not worsen. If conditions worsen, a prolonged period of market illiquidity could have a material adverse effect on our business, financial condition and results of operations. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations, limit our ability to grow and negatively impact our operating results.
In addition, to the extent that recessionary conditions return, the financial results of small to mid-sized companies, like those in which we invest, will likely experience deterioration, which could ultimately lead to difficulty in meeting debt service requirements and an increase in defaults. Additionally, the end markets for certain of our portfolio companies’ products and services have experienced, and continue to experience, negative economic trends. The performances of certain of our portfolio companies have been, and may continue to be, negatively impacted by these economic or other conditions, which may ultimately result in:
•our receipt of a reduced level of interest income from our portfolio companies;
•decreases in the value of collateral securing some of our loans and the value of our equity investments; and
•ultimately, losses or change-offs related to our investments.
On January 31, 2020, the United Kingdom officially withdrew from the European Union (a process now commonly referred to as “Brexit”). Brexit has already resulted in periods of volatility in European and global financial markets. There remains significant market uncertainty regarding Brexit's ramifications, and the range and potential implications of possible political, regulatory, economic and market outcomes are difficult to predict. In the longer term, there is likely to be a period of significant political, regulatory and commercial uncertainty as the United Kingdom seeks to negotiate the terms of its future trading relationships. The United Kingdom and European economies and the broader global economy could be significantly impacted. Brexit may also cause additional member states to contemplate departing from the European Union, which would likely perpetuate political and economic instability in the region and cause additional market disruption in global financial markets.
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Russia’s invasion of Ukraine in February 2022, the resulting responses by the U.S. and other countries, and the potential for wider conflict, have increased and may continue to increase volatility and uncertainty in financial markets worldwide. The U.S. and other countries have imposed broad-ranging economic sanctions on Russia and Russian entities and individuals, and may impose additional sanctions, including on other countries that provide military or economic support to Russia. The invasion may widen beyond Ukraine and may escalate, including through retaliatory actions and cyberattacks by Russia and even other countries. These events may result in further and significant market disruptions and may adversely affect regional and global economies. Furthermore, the conflict between Russia and Ukraine and the varying involvement of the United States and other NATO countries could present material uncertainty and risk with respect to us and the performance of our investments or operations, and our ability to achieve our investment objectives. Additionally, to the extent that third parties, investors, or related customer bases have material operations or assets in Russia or Ukraine, they may have adverse consequences related to the ongoing conflict. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial.
In addition, the political reunification of China and Taiwan, over which China continues to claim sovereignty, is a highly complex issue that has included threats of invasion by China. Political or economic disturbances (including an attempted unification of Taiwan by force), any economic sanctions implemented in response, and any escalation of hostility between China and Taiwan would likely have a significant adverse impact on economies, markets and individual securities globally.
Historical Performance. The investment philosophy and techniques used by the Adviser to manage a BDC may differ from the investment philosophy and techniques it previously employed in identifying and managing past investments. Accordingly, there can be no assurance that the Adviser will replicate the historical performance of other investment funds with which it has been affiliated. As a result, our investment returns could be substantially lower than the returns achieved by such other investment funds.
Dependence on Key Personnel and Other Management. Unitholders have no right or power to participate in the management of the Company and may not receive detailed financial information regarding investments that is available to the Adviser. An investor in the Company must rely upon the ability of the Adviser (including the Private Credit Team and other investment professionals of the Adviser) to identify, structure and implement investments consistent with our investment objectives and policies. Accordingly, our success is dependent on the Adviser’s ability to retain and motivate highly qualified professionals. The loss of services of Mr. Miller, Ms. Grosso, Mr. Gertzof and/or Mr. Bold could have an adverse effect on our business, financial condition or results of operations. Our future success also depends on the Adviser’s ability to identify, hire, train and retain other highly qualified and experienced investment and management professionals. Competition for such professionals is significant, and there can be no assurance that the Adviser will be able to attract or retain other highly qualified professionals in the future. The inability of the Adviser to attract and retain such professionals could have a material adverse effect upon our business, financial condition or results of operations.
Economic Interest of the Adviser. Because the Adviser will be compensated in part on a basis tied to our performance, the Adviser may have an incentive to make investments that are risky or speculative.
No Assurance of Profits. There is no assurance that we will be able to generate returns for our investors or that the returns will be commensurate with the risks of investing in the types of companies and transactions described herein. The marketability and value of any of our investments will depend upon many factors beyond our control. We will incur organizational expenses, Management Fees and other operating expenses which may exceed our income, and a Unitholder could lose the entire amount of its contributed capital.
Therefore, a prospective investor should only invest in the Company if such investor can withstand a total loss of his or her investment. The past investment performance of the entities and accounts with which the Adviser and its investment professionals have been associated cannot be taken to guarantee future results of any investment in the Company.
Effect of Fees and Expenses on Returns. We pay Management Fees and Incentive Fees to the Adviser and generally bear our other Company Expenses. Generally, other than the Incentive Fee, fees and expenses will be paid regardless of whether we produce positive investment returns. The fees and expenses will reduce the actual returns to Unitholders, the distributions we make to Unitholders, and the overall value of the Unitholders’ investment. In addition, because the Management Fees payable by us to the Adviser will be calculated based on average gross assets of the Company on a consolidated basis, including the amortized cost of portfolio investments purchased with borrowed funds and other forms of leverage, the Adviser may be incentivized to use leverage, but will not utilize more than is permitted by applicable law or regulation. Under certain circumstances, the use of leverage may increase the likelihood of default, which would impair the value of the Units.
Regulations Governing our Operation as a BDC. We may issue debt securities or Preferred Units and/or borrow money from banks or other financial institutions, which are collectively referred to herein as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act currently in force, we will be permitted, as a BDC, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 200% (or 150% as described below under
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“—Additional Leverage”) of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. Also, any amounts that we use to service our indebtedness would not be available for distributions to our Unitholders. Furthermore, as a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss.
If we issue Preferred Units, the Preferred Units would rank “senior” to the Units in our capital structure, the Preferred Unitholders would have separate voting rights on certain matters and might have other rights, preferences, or privileges more favorable than those of the Unitholders.
In addition, as a regulated BDC under the 1940 Act we may, among other things, be prohibited from knowingly participating in certain transactions with our affiliates without the prior approval of the members of our board of directors who are not interested persons and, in some cases, prior approval by the SEC through an exemptive order (other than in certain limited situations pursuant to current regulatory guidance). The Adviser has obtained exemptive relief from the SEC that, subject to certain conditions and limitations, permits us and other funds advised by the Adviser or certain affiliates of the Adviser (referred to herein as “potential co-investment funds”) to engage in certain co-investment transactions. Under the exemptive relief, in the case where the interest in a particular investment opportunity exceeds the size of the opportunity, then the investment opportunity will be allocated among us, Fund VII and any other potential co-investment funds based on available capital, which generally is determined based on the amount of cash on hand, existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and other investment policies and restrictions set from time to time by the board or other governing body of the relevant fund or imposed by applicable laws, rules, regulations or interpretations.
Prior to August 2020, the Advisor calculated “available capital” based primarily on uncalled capital commitments and then-available borrowings for each fund or account. However, with a view toward more equitable and stable allocations going forward, the Advisor, as of August 2020, adjusted its policy to calculate “available capital” primarily on anticipated fund or account size (including total investor commitments and reasonably expected leverage).
We incur significant costs as a result of being registered under the Exchange Act. We incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting, which requires significant resources and management oversight. We have implemented and may continue to implement procedures, processes, policies and practices for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We have incurred and expect to incur significant annual expenses related to these steps and directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, additional administrative expenses payable to the Administrator to compensate it for hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses associated with being a public company.
Borrowing Money. The use of leverage magnifies the potential for gain or loss on amounts invested and, therefore, increases the risks associated with investing in the Company. Subject to the borrowing limitation imposed on us by the 1940 Act, the Company and any wholly owned subsidiary of the Company has and may continue to borrow from or issue senior debt securities to banks, insurance companies and other lenders. Our lenders will have fixed dollar claims on our assets that are superior to the claims of the Unitholders, and we would expect such lenders to seek recovery against our assets in the event of a default. If the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Leverage is generally considered a speculative investment technique. Our ability to service any debt that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures.
As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which will include all of our borrowings and any Preferred Units that we may issue in the future, of at least 200% (or 150% as described below under “— Additional Leverage”). If this ratio declines below 200%, we may not be able to incur additional debt, which could have a material adverse effect on our operations. The amount of leverage that we employ will depend on the Adviser’s assessment of market and other factors at the time of any proposed borrowing. There can be no assurance that we will be able to obtain credit at all or on terms acceptable to us.
In addition, our existing credit facilities impose, and future debt facilities into which we may enter would likely impose, financial and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code. In particular, it
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is anticipated that the credit facility would contain certain financial covenants, which may include requiring us to maintain a minimum amount of equity supporting the credit facility or comply with certain collateral quality and coverage tests.
Additional Leverage. As a BDC, under the Investment Company Act we generally are not permitted to incur borrowings, issue debt securities or issue preferred stock unless immediately after the borrowing or issuance the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 200% or, if certain requirements, which are described below, are met, 150%.
Pursuant to Section 61(a) of the 1940 Act, BDCs may reduce the minimum asset coverage ratio from 200% to 150%, subject to certain approval requirements (including either stockholder approval or approval of the “required majority,” as such term is defined in Section 57(o) of the Investment Company Act), certain disclosure requirements and, in the case of a BDC that is not an issuer of common equity securities that are listed on a national securities exchange, such as the Company, the requirement that the BDC must extend to each person that is a stockholder as of the date of an approval described above the opportunity (which may include a tender offer) to sell the securities held by that stockholder as of that applicable approval date, with 25% of those securities to be repurchased in each of the four calendar quarters following the calendar quarter in which that applicable approval date takes place. As a result, BDCs may be able to incur additional indebtedness in the future, and the risks associated with an investment in BDCs may increase.
Failure to Qualify as a RIC. We will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Code. To qualify as a RIC under Subchapter M of the Code, we must meet certain source-of-income, asset diversification and distribution requirements. The distribution requirement for a RIC is satisfied if we distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to the Unitholders on an annual basis. Because we have incurred debt, we are subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax. To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in the Company having to dispose of certain investments quickly in order to qualify as a RIC, or to prevent the loss of such qualification after becoming a RIC. Because most of our investments will be in private or thinly traded public companies, any such dispositions may be made at disadvantageous prices and may result in substantial losses. In addition, we may have difficulty satisfying the diversification requirements after the Commitment Period as we liquidate our portfolio since we will not be making additional investments. While we generally will not lose our status as a RIC as long as we do not acquire any non-qualifying securities or other property, under certain circumstances we may be deemed to have made an acquisition of non-qualifying securities or other property. If we fail to qualify as a RIC for any reason and become subject to corporate income tax, the resulting corporate income taxes could substantially reduce our net assets, the amount of income available for distributions to the Unitholders and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and the Unitholders. See “Item 1. Business—Certain U.S. Federal Income Tax Consequences—Taxation as a Regulated Investment Company.”
Wind Down. Since the Commitment Period ended in May 2021, we generally may not make new investments (other than certain follow-on investments and investments that were significantly in process prior to the termination of the Commitment Period). As a result, during the remainder of our term, fewer investments will be available to generate cash flow, decreasing the amount of distributions. In addition, we will continue to incur expenses and other liabilities for the remainder of our term, which will reduce the amount ultimately available for distribution to Members. Amounts distributed to Members in connection with any dissolution and liquidation may be subject to clawback pursuant to the terms of the LLC Agreement.
Further, some of our remaining investments (including certain equity investments) may require additional time beyond the Company’s current term before we can dispose of them at a favorable price or otherwise recoup our investment.
Recourse to Our Assets. Our assets, including any investments made by us and any capital held by us, are available to satisfy all our liabilities and other obligations. If we become subject to a liability, parties seeking to have the liability satisfied may have recourse to our assets generally and not be limited to any particular asset, even in the circumstance where a specific investment gave rise to the liability.
Litigation Risks. We will be subject to a variety of litigation risks, particularly if one or more of our portfolio companies face financial or other difficulties. Legal disputes, involving any or all of the Company, the Adviser, or their affiliates, may arise from our activities and investments and could have a significant adverse effect on us.
Limited Liability of the Adviser. To the extent permissible by law, the Adviser will not be liable, responsible or accountable in damages or otherwise to us or to any Unitholder for any breach of duty to us or the Unitholders or for any act or failure to act pursuant to the Advisory Agreement or otherwise, except in certain limited circumstances provided by the 1940 Act and as set forth in the
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Advisory Agreement. In general, we will be required to indemnify the Adviser (and other related and/or affiliated parties) for certain losses arising out of its activities on behalf of us. Such obligations could reduce significantly the returns to the Unitholders.
Conflicts of Interest. Conflicts of interest may exist from time to time between the Adviser and certain of its affiliates involved with us.
RISKS RELATED TO OUR INVESTMENTS
Economic Recessions or Downturns. Many of the portfolio companies in which we make investments may be susceptible to economic slowdowns or recessions and may be unable to repay the loans we made to them during these periods. Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record our investments at their current fair value. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net investment income and assets. Unfavorable economic conditions also could increase our and our portfolio companies’ funding costs, limit our and our portfolio companies’ access to the capital markets or result in a decision by lenders not to extend credit to us or our portfolio companies. These events could prevent us from increasing investments and harm our operating results.
A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt that we hold. We may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we will actually provide significant managerial assistance to that portfolio company, a bankruptcy court might subordinate all or a portion of our claim to that of other creditors.
Reliance on Portfolio Company Management. The day-to-day operations of each portfolio company in which we invest will be the responsibility of such entity’s management team. In addition, we may make investments in portfolio companies where we have limited influence and the other investors in such portfolio company have economic or business interests or goals that are inconsistent with our business interests and goals. Although the Adviser will be responsible for monitoring the performance of each of our investments and we are required, pursuant to a specific 1940 Act provision applicable to BDCs, to offer to provide each of our portfolio companies managerial assistance, there can be no assurance that the existing management team of a portfolio company or any successor will be able to operate any such entity in accordance with our expectations. In this situation, we may not be in a position to limit or otherwise protect the value of our investment.
Discontinuation of LIBOR. Our debt investments may be based on floating rates, such as the Secured Overnight Financing Rate ("SOFR") or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our securities and our rate of return on invested capital. Since inception, most of our investments have been linked to LIBOR. The U.K. Financial Conduct Authority (“FCA”), which regulates LIBOR, and administrator, ICE Benchmark Administration, Limited, began phasing out the publication of LIBOR at the end of 2021, with the remaining U.S. dollar LIBOR settings to cease immediately after June 30, 2023, providing additional time to address the legacy contracts that reference such U.S. dollar LIBOR settings.
Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve is now publishing SOFR, which is intended to replace U.S. dollar LIBOR. Alternative reference rates for other currencies have also been announced or have begun publication. Markets are slowly developing in response to these new rates.
The elimination of LIBOR or when LIBOR degrades to the degree that it is no longer representative of the underlying market, or uncertainty related to such changes, may adversely affect the market for LIBOR based securities, including our portfolio of LIBOR indexed, floating rate debt securities, or the cost of our borrowings. Additionally, because no replacement rate is a perfect match for LIBOR, even when the transaction documents contain robust fallback language, the value of LIBOR-linked securities, and consequently their potential returns, may experience material changes upon LIBOR’s discontinuation. Given the inherent differences between LIBOR and SOFR, or any other alternative reference rates that may be established, the transition from LIBOR may disrupt the overall financial markets and adversely affect the market for LIBOR‑based securities, including LIBOR‑indexed, floating‑rate debt securities, or the cost of borrowings. In addition, changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR‑based securities, including the value and/or transferability of the LIBOR‑indexed, floating‑rate debt securities, or the cost of borrowings. The transition from LIBOR to SOFR or other alternative reference rates may also introduce operational risks in accounting, financial reporting, loan servicing, and liability management. We are assessing the impact of the transition from LIBOR; however, we cannot reasonably estimate the impact of the transition at this time.
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No Secondary Market for Securities. Our investments are generally heavily negotiated and, accordingly, do not have the liquidity of conventional securities and will not have readily available market prices. We value such investments at fair value as determined in good faith by the Adviser in accordance with our valuation policy. Because there is no single standard for determining fair value, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment. In addition, due to their illiquid nature, we may not be able to dispose of our investments in a timely manner, at a fair price and/or in the manner that was thought to be viable when the investment was initiated (due to economic, legal, political or other factors). There is no assurance that we will be able to dispose of an investment in a particular security. The inability to dispose of a security could result in losses incurred by us, including the loss of our entire investment in such security. The debt of highly leveraged companies or companies in default also may be less liquid than other debt. If we voluntarily or involuntarily sell those types of debt securities, we might not receive the full value we expect.
Illiquidity of Collateral. Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of those assets will satisfy a company’s obligations. If a company defaults on a secured investment, the Company may receive assets other than cash or securities in full or partial satisfaction of such company’s obligations. The Company might not be able to realize the benefit of the assets for legal, practical or other reasons. The Company might hold those assets until it is determined to be appropriate to dispose of them.
Portfolio Concentration. Although the regulatory restrictions applicable to RICs limit the amount that we may generally invest in any single portfolio company, our investments may not be diversified. See “Item 1. Business—Regulation as a Business Development Company—Qualifying Assets” and “Item 1. Business—Certain U.S. Federal Income Tax Consequences—Taxation as a Regulated Investment Company.” Aside from the diversification requirements that we have to comply with as a RIC and other contractual investment limitations to which we are subject pursuant to the LLC Agreement, we do not have any specific portfolio diversification or concentration limits. As a result, our portfolio may include a relatively limited number of large positions. If our investments are concentrated in a few issuers or industries, any adverse change in one or more of such issuers or industries could have a material adverse effect on our investments. To the extent the aggregate Commitments of the Unitholders turn out to be substantially less than the amounts targeted, our portfolio may be even more concentrated than it would otherwise be. In addition, since the Commitment Period ended in May 2021, we may not make new investments (other than certain follow-on investments). As we continue to wind down under the terms of the LLC Agreement, we expect our investment portfolio to become more cocncentrated, which may heighten the risk that an adverse change in one issuer or industry could have a material adverse impact on the Company’s performance.
Valuation Risk. Many of our portfolio securities may not have a readily available market price and the Adviser will value these securities at fair value as determined in good faith under procedures approved by our Board of Directors, which valuation is inherently subjective and may not reflect what we may actually realize for the sale of the investment. The majority of our investments are expected to be in instruments that do not have readily ascertainable market prices. The fair value of assets that are not publicly traded or whose market prices are not readily available will be determined by the Adviser in good faith under procedures approved by our Board of Directors. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make.
Reliance upon Consultants. The Adviser may rely upon independent consultants in connection with its evaluation of proposed investments; however, no assurance can be given that these consultants will accurately evaluate such investments and we may incur liability as a result of such consultants’ actions.
Credit Risks. Debt investments are subject to credit risk. Credit risk relates to the ability of the borrower to make interest and principal payments on the loan or security as they become due. If the borrower fails to pay interest, our income might be reduced. If the borrower fails to repay principal, the value of that security and the value of the Company might be reduced. Our investments in debt securities are subject to risks of default. We may invest in debt securities made in connection with leveraged buy-out transactions, recapitalizations and other highly leveraged transactions. While our investments in senior loans typically will be secured by collateral, we may have difficulty liquidating the collateral or enforcing our rights under the terms of the senior loans in the event of the borrower’s default. There is no guarantee that the collateral securing a senior loan will be sufficient to protect us against losses or a decline in income in the event of a borrower’s non-payment of interest or principal. In the event that a borrower declares bankruptcy, a court could invalidate our security interest in the loan collateral or subordinate our rights under the senior loan to other creditors of the borrower. Also, we may invest part of our assets in loans and other debt obligations that are not fully secured.
Interest Rate Risk. In general, the value of a debt security changes as prevailing interest rates change. For fixed-rate debt securities, when prevailing interest rates fall, the values of outstanding debt securities generally rise. When interest rates rise, the values of outstanding fixed-rate debt securities generally fall, and they may sell at a discount from their face amount. Our debt investments generally have adjustable interest rates. For that reason, the Adviser expects that when interest rates change, the amount of interest we
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receive in respect of such debt investments will change in a corresponding manner. However, the interest rates of some debt investments adjust only periodically. Between the times that interest rates on debt investments adjust, the interest rates on those investments may not correlate to prevailing interest rates. Risks associated with rising interest rates are heightened given that the U.S. Federal Reserve Board (the “Fed”) has begun to sharply raise interest rates from historically low levels and has signaled an intention to continue doing so until current inflation levels align with the Fed's long-term inflation target. Other central banks globally have begun implementing similar rate increases. A wide variety of factors can cause interest rates to rise (e.g., central bank monetary policies, inflation rates, or general economic conditions).
Reliance Upon Unaffiliated Co-Lender. In certain circumstances we may co-invest with an unaffiliated lender, who will sometimes be responsible for performing some of the legal due diligence on the borrower and for negotiating some of the terms of the loan agreement that establishes the terms and conditions of the debt investment and the rights of the borrower and the lenders. In such circumstances, although we will perform our own due diligence, we may rely in part on the quality of the due diligence performed by the co-lender and will be bound by the negotiated terms of the loan documentation. There can be no assurance that the unaffiliated co-lender will perform the same level of due diligence as we would perform or that the co-lender will negotiate terms that are consistent with the terms generally negotiated and obtained by us. If the unaffiliated co-lender is acting as collateral agent under the loan documentation and becomes insolvent, the assets securing the debt investment may be determined by a court or regulatory authority to be subject to the claims of the co-lender’s creditors. If that were to occur, we might incur delays and costs in realizing payment on the loan, or we might suffer a loss of principal and/or interest.
Use of Investment Vehicles. In general, the risks associated with indirect investments in portfolio companies through a joint venture, partnership or other special purpose vehicle (each, an “Investment Vehicle”) are similar to those associated with a direct investment in a portfolio company. While we will analyze the credit and business of a potential portfolio company in determining whether or not to make an investment in an Investment Vehicle, we will nonetheless be exposed to the creditworthiness of the Investment Vehicle. In the event of a bankruptcy proceeding against the Investment Vehicle, the risks outlined below under “—Insolvency Considerations with Respect to Portfolio Companies” will be applicable with equal effect. Additionally, in the case of a bankruptcy proceeding against the portfolio company, the assets of the portfolio company may be used to satisfy its obligations prior to the satisfaction of our investment in the Investment Vehicle (i.e., our investment in the Investment Vehicle would be structurally subordinated to the other obligations of the portfolio company).
Insolvency Considerations with Respect to Portfolio Companies. Various laws enacted for the protection of creditors may apply to our debt investments. A bankruptcy proceeding against a borrower could delay or limit our ability to collect the principal and interest payments on that borrower’s debt obligations. In a lawsuit brought by creditors of a borrower, a court or a trustee in bankruptcy could take certain actions that would be adverse to us. For example:
•Other creditors might convince the court to set aside or subordinate a loan or the security interest in a loan as a “fraudulent conveyance,” a “preferential transfer” or for other equitable considerations. In that event, the court could recover from us the interest and principal payments that the borrower made before becoming insolvent. There can be no assurance that we would be able to prevent such recapture.
•A bankruptcy court may restructure the payment obligations under debt securities so as to reduce the amount to which we would be entitled.
•The court might discharge the amount of a loan we make that exceeds the value of the collateral securing the loan. The court could subordinate our rights to the rights of other creditors of the borrower under applicable law.
•Although a senior secured position under a senior loan provides some assurance that we would be able to recover some of our investment in the event of a borrower’s default, the collateral might be insufficient to cover the borrower’s debts. A bankruptcy court might find that the collateral securing the senior loan is invalid or require the borrower to use the collateral to pay other outstanding obligations. If the collateral consists of stock of the borrower or its subsidiaries, the stock may lose all of its value in the event of a bankruptcy, which would leave us exposed to greater potential loss.
•If a borrower defaults on a scheduled interest or principal payment on a debt obligation, we may experience a reduction of our income. In addition, the value of the debt investment would decline, which may, in turn, cause our value to decline.
Lender Liability. In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed “Lender Liability”). Generally, Lender Liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Lender Liability claims generally arise in bankruptcy, but can also arise under state law claims. Lender Liability often involves claims of misconduct where a lender (a) intentionally takes an action that exacerbates the insolvency of a borrower or issuer or that results in the undercapitalization of a borrower or issuer to the detriment of other
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creditors of such borrower or issuer, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its influence as a shareholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer. We could be subject to allegations of Lender Liability because of the nature of certain of our investments. There is also a risk that where Lender Liability is alleged, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “Equitable Subordination”). We do not intend to engage in conduct that would give rise to a claim of Lender Liability or Equitable Subordination. However, as a BDC, we are obligated to offer managerial assistance to each of our portfolio companies. To the extent any of our portfolio companies elect to accept such offer to provide managerial assistance, that level of involvement with a portfolio company could strengthen a Lender Liability claim against us. Therefore, claims for Lender Liability or Equitable Subordination affecting our investments could arise as a result of any managerial assistance that we provide in order to fulfill our obligations as a BDC. Moreover, because of the nature of our investments, we may not always be the lead creditor, and security or other agents may act on behalf of the investors in a security owned by us. Therefore, claims for Lender Liability or Equitable Subordination affecting our investments could also arise without our direct managerial or other involvement.
Special Risks of Highly Leveraged or other Risky Portfolio Companies. We can invest up to 100% of our total assets in debt and equity securities of portfolio companies that are highly leveraged and whose debt securities would be considered well below investment grade. We may also invest in obligations of portfolio companies in connection with a restructuring under Chapter 11 of the U.S. Bankruptcy Code (i.e., a debtor in possession financing) if the obligations meet the credit standards of the Adviser. Debtor in possession financings are arranged when an entity seeks the protections of the bankruptcy court under Chapter 11 of the U.S. Bankruptcy Code. These financings allow an entity to continue its business operations while reorganizing under Chapter 11. Such financings are senior liens on unencumbered security (i.e., security not subject to other creditor claims). These debt obligations tend to offer higher yields than investment grade securities to compensate investors for the higher risk, and are commonly referred to as “high risk securities” or, in the case of bonds, “junk bonds.” Similarly, we may also invest in obligations of portfolio companies in connection with rescue situation and Chapter 11 exit financings. Rescue situation financings may avoid a company’s need to resort to bankruptcy and provide the company with working capital it needs to continue uninterrupted operations. Chapter 11 exit financings allow a company to deleverage its balance sheet and to emerge from a Chapter 11 bankruptcy. Lending to highly leveraged or other risky borrowers is highly speculative. These investments may expose us to financial market risks, interest rate risks and credit risks that are significantly greater than the risks associated with other securities in which we may invest. An economic downturn or a period of rising interest rates, for example, could cause a decline in the prices of such securities. The prices of securities structured as zero-coupon or pay-in-kind securities may be more volatile than securities that pay interest periodically and in cash. In the event of a default by a portfolio company, we would experience a reduction of our income and could expect a decline in the fair value of the defaulted securities and may incur significant additional expenses to seek recovery.
Risk of Bridge Financing. If we make or invest in a bridge loan or interim financing for a portfolio company that intends to refinance all or a portion of that loan, there is a risk that the borrower will be unable to complete such refinancing successfully. Such failure could lead to the portfolio company having to pay interest at increasing rates along with additional fees and expenses, the result of which may reduce the value of the portfolio company.
Risk of Subordinated or Mezzanine Financing. Our investments in subordinated or mezzanine financing will generally be unsecured
or, if secured, will be subordinated to the interests of the senior lender in the borrower’s capital structure. In the event of a bankruptcy or insolvency involving the borrower where there are insufficient assets to satisfy the obligations of the borrower to its senior lender, there may be no assets available to meet its obligations to the holders of its subordinated or mezzanine debt, including the Company.
Risks of Investing in Unitranche Loans. Unitranche loans provide leverage levels comparable to a combination of first lien and second lien or subordinated loans, and may rank junior to other debt instruments issued by the portfolio company. Unitranche loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a heightened risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. From the perspective of a lender, in addition to making a single loan, a unitranche loan may allow the lender to choose to participate in the “first out” tranche, which will generally receive priority with respect to payments of principal, interest and any other amounts due, or to choose to participate only in the “last out” tranche, which is generally paid only after the first out tranche is paid. We may participate in “first out” and “last out” tranches of unitranche loans and make single unitranche loans, and we may suffer losses on such loans if the borrower is unable to make required payments when due .
Non-U.S. Investment Risk. We may invest up to 30% of our gross assets in portfolio companies domiciled outside of the United States (assuming that the remaining 70% of our gross assets constitute “qualifying assets” (as defined in the 1940 Act and as described under “Item 1. Business—Regulation as a Business Development Company—Qualifying Assets”)). Non-U.S. obligations have risks not typically involved in domestic investments. For example, non-U.S. obligations not denominated in U.S. dollars will cause our investment performance to vary based on changes in the applicable currency exchange rate. Moreover, even if we attempt to hedge the currency exchange risk, these hedges may be expensive and may not completely protect us in all circumstances. Non-U.S. investing
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can also result in higher transaction and operating costs for the Company. Non-U.S. issuers may not be subject to the same accounting and disclosure requirements that U.S. issuers are subject to. The value of non-U.S. investments may be affected by exchange control regulations, expropriation or nationalization of a company’s assets, non-U.S. taxes, delays in settlement of transactions, changes in governmental economic or monetary policies in the United States or abroad, or other political and economic factors. We may have greater difficulty taking appropriate legal actions in non-U.S. courts. Non-U.S. countries may impose withholding taxes on income paid on the debt securities of issuers in those countries.
Risks of Using Derivative Instruments. We may use derivative financial instruments for hedging or managing the risks associated with the assets we hold. The risks posed by such instruments can be extremely complex and difficult to evaluate, including (i) risks relating to our counterparties in such a transaction; (ii) imperfect correlation between movements in the currency, interest rate or other reference on which the derivative is based and movements in the assets of the underlying portfolio; and (iii) reduced ability to meet short-term obligations because of the percentage of our assets segregated to cover derivative obligations. In addition, by hedging a particular position, any potential gain from an increase in value of such position may be limited.
In October 2020, the SEC adopted a rulemaking regarding the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery obligations. Under the newly adopted rule, BDCs that use derivatives will be subject to a value-at-risk (“VaR”) leverage limit, a derivatives risk management program and testing requirements and requirements related to board reporting. These new requirements will apply, unless a BDC qualifies as a “limited derivatives user,” as defined under the adopted rule. Under the new rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.
Need for Follow-On Investments. We may be called upon to provide follow-on funding or additional loans for, or have the opportunity to increase our investment in, our portfolio companies. There can be no assurance that we will be able to make or arrange for follow-on investments or loans or that we will have sufficient funds to do so. Any decision not to make follow-on investments or loans or the inability to make them may have a substantial negative impact on a portfolio company in need of funds or may diminish our proportionate ownership in such entity and thus our ability to influence the entity’s future conduct. The inability to make follow-on investments or loans may also impede, diminish or reduce the number of attractive investments made available to us.
Inability to Take Advantage of Investment Opportunities with Affiliated Funds or Investors. The 1940 Act limits our ability to engage in transactions with affiliated funds and investors. For example, we are prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our Independent Directors and, in some cases, of the SEC. Any person that owns, directly or indirectly, five percent or more of our outstanding voting securities will be our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any security from or to such affiliate, absent the prior approval of the Independent Directors. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could include co-investments in the same portfolio company, without prior approval of the Independent Directors and, in some cases, of the SEC. Although the Company benefits from exemptive relief obtained from the SEC by the Adviser and other funds advised by the Adviser to engage in certain “joint” transactions, the relief is limited and subject to certain conditions. We are prohibited from buying or selling any security from or to any person who owns more than 25% of our voting securities or controls us (such as the Adviser) or certain of that person’s affiliates (such as other investment funds managed by the Adviser), or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. As a result of these restrictions, we may be prohibited from buying or selling any security (other than any security of which we are the issuer) from or to any portfolio company of a private equity fund managed by the Adviser or its affiliates without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us. In situations where we cannot co-invest with other investment funds managed by the Adviser due to the restrictions contained in the 1940 Act, the investment policies and procedures of the Adviser generally require that such opportunities be offered to us and such other investment funds on an alternating basis. Therefore, there can be no assurance that we will be able to participate in all investment opportunities identified by the Adviser that are suitable for us.
Effect of BDC and RIC Rules on Investment Strategy. Our having to comply with the various rules necessary to remain qualified as a BDC and a RIC could adversely impact the implementation of our investment strategy and thus reduce returns to investors. For example, the diversification requirements imposed by the RIC rules could, in certain situations, preclude us from making certain investments.
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RISKS RELATED TO UNITHOLDERS
Effect of Varying Terms of Classes of Units. Although we have no current intention to do so, pursuant to the LLC Agreement, we may issue Preferred Units. If we issue Preferred Units, there can be no assurance that such issuance would result in a higher yield or return to the holders of the Units. The issuance of Preferred Units would likely cause the net asset value of the Units to become more volatile. If the dividend rate on the Preferred Units were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of the Units would be reduced. If the dividend rate on the Preferred Units were to exceed the net rate of return on our portfolio, the leverage would result in a lower rate of return to the holders of the Units than if we had not issued Preferred Units. Any decline in the net asset value of our investments would be borne entirely by the holders of the Units. Therefore, if the fair value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of the Units than if we were not leveraged through the issuance of Preferred Units.
Rights of Preferred Unitholders. Holders of any Preferred Units that we might issue would have the right, voting separately as a single class, to elect two members of the board at all times. In addition, if dividends for Preferred Units become two full years in arrears, the holders of those Preferred Units would have the right to elect a majority of the board until such arrearage is completely eliminated. Restrictions imposed on the declarations and payment of dividends or other distributions to the holders of the Units and Preferred Units, both by the 1940 Act and by the terms of our debt financings (if any), might impair our ability to qualify as a RIC for federal income tax purposes. While we would intend to redeem the Preferred Units to the extent necessary to enable us to distribute our income as required to qualify as a RIC, there can be no assurance that such actions could be effected in time to meet the tax requirements.
Retention of Proceeds. During the Commitment Period, the Company was permitted to retain, in whole or in part, any proceeds attributable to portfolio investments and use the amounts so retained to make new investments (up to the cost of portfolio investments attributable to such proceeds), pay Company fees and expenses, repay Company borrowings, or fund reasonable reserves for future Company expenses or other obligations (including obligations to make indemnification advances and payments), provided, that, after the expiration of the Commitment Period, no part of such retained amounts will be used to make any investment for which the Adviser would not be permitted to draw down Commitments. To the extent such retained amounts have been reinvested in investments, a Unitholder will remain subject to investment and other risks associated with such investments.
Obligations of Unitholders Relating to Credit Facilities. Under the Natixis Credit Agreement and PNC Credit Agreement (as defined herein) we have granted security over and may transfer our right to drawdowns of capital from investors to our lenders or other creditors. Unitholders are required to fund drawdowns up to the amount of their respective Undrawn Commitments if an event of default under a credit facility or any other borrowing agreement occurs in order to repay any indebtedness of the Company or any of its subsidiaries, and the payment by a Unitholder of any such amounts that have become due and payable by the Company out of such Unitholder’s Undrawn Commitment may be a condition to the effectiveness of (i) any transfer, withdrawal, termination or reduction of Commitments of such Unitholder or (ii) such Unitholder’s ability to cease funding its Commitment.
Consequences of Failure to Pay Commitment in Full. If a Unitholder fails to pay any installment of its Commitment, other Unitholders who have an outstanding Commitment may be required to fund their respective Commitments sooner than they otherwise would have absent such a default. In addition, if funding of Commitments by other Unitholders and our borrowings are inadequate to cover defaulted Commitments, we may be unable to pay our obligations when due or be subjected to penalties or may otherwise suffer adverse consequences that could materially adversely affect the returns to the Unitholders (including non-defaulting Unitholders). If a Unitholder defaults, there is no guarantee that we will recover the full amount of the defaulted Commitment, and such defaulting Unitholder may lose all or a portion of its economic interest in us.
No Registration; Limited Transferability of Units. The Units were offered without registration under the Securities Act or any other laws of applicable jurisdictions. All dispositions and transfers of the Units shall be made pursuant to an effective registration statement or in accordance with an exemption from registration contained in the Securities Act. Unitholders will not be permitted to transfer their Units unless (i) we and, if required by our lending arrangements, our lenders give consent and (ii) the transfer is made in accordance with applicable securities laws. Furthermore, the transferability of the Units may be subject to certain restrictions contained in the Subscription Agreement and the LLC Agreement and may be affected by restrictions on resale imposed under U.S. federal, U.S. state or another jurisdiction’s securities laws. A public market does not currently exist for the Units and one is not expected to develop. Withdrawal from an investment in the Units will not generally be permitted. In light of the restrictions imposed on any such transfer and in light of the limitations imposed on a Unitholder’s ability to withdraw all or part of its investment in Units, an investment in the Units should be viewed as illiquid and subject to high risk.
No Assurance of Reorganization. No assurances can be made that the Reorganization will occur and investors should not rely on a future Reorganization as a liquidity option. If a Reorganization does occur, a Reorganization Incentive Fee is expected to be payable
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pro rata by each Reorganized Entity in accordance with the respective advisory agreement of each Reorganized Entity and, if applicable, the distribution procedures described in the organizational documentation of the relevant Reorganized Entity. Although it is expected that such Reorganization Incentive Fee will be calculated using the methodology set forth in “The Private Offering—Investor Optionality; Potential Reorganization”, the final terms of the Reorganization will be determined at the time of the Reorganization and there is no guarantee that such terms will be favorable to investors.
Withholding Risk for Foreign Investors. U.S. withholding tax rules require 30% withholding on distributions to Non-U.S. Holders unless there is certainty that such distributions are not subject to such withholding. The Company may make distributions at times of the year when there is uncertainty as to whether the amounts distributed are subject to such withholding. Accordingly, such distributions to Non-U.S. Holders may be subject to overwithholding by the Company (or its withholding agent) and Non-U.S. Holders may be required to file a return with the Internal Revenue Service in order to receive a refund of such overwithheld amounts. Non-U.S. Holders should see the discussion under the heading “Item 1. Business—Certain U.S. Federal Income Tax Consequences.”
Tax Risks. Tax consequences to Unitholders from an investment in the Units are complex. Potential Unitholders are strongly urged to review the discussion in “Item 1. Business—Certain U.S. Federal Income Tax Consequences.”
GENERAL RISK FACTORS
Political, Social and Economic Uncertainty Risk. Social, political, economic and other conditions and events (such as natural disasters, epidemics and pandemics, terrorism, conflicts and social unrest) will occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which companies and their investments are exposed. As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact are now more likely to have regional or even global effects. Events that occur in one country, region or financial market will, more frequently, adversely impact issuers in other countries, regions or markets, including in established markets such as the U.S. These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat.
Uncertainty can result in or coincide with, among other things: increased volatility in the financial markets for securities, derivatives, loans, credit and currency; a decrease in the reliability of market prices and difficulty in valuing assets (including portfolio company assets); greater fluctuations in spreads on debt investments and currency exchange rates; increased risk of default (by both government and private obligors and issuers); further social, economic, and political instability; nationalization of private enterprise; greater governmental involvement in the economy or in social factors that impact the economy; changes to governmental regulation and supervision of the loan, securities, derivatives and currency markets and market participants and decreased or revised monitoring of such markets by governments or self-regulatory organizations and reduced enforcement of regulations; limitations on the activities of investors in such markets; controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; the significant loss of liquidity and the inability to purchase, sell and otherwise fund investments or settle transactions (including, but not limited to, a market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation, which can last many years and have substantial negative effects on credit and securities markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal judgments.
We will also be negatively affected if the operations and effectiveness of us or a portfolio company (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted.
Changes to U.S. Tariff and Import/Export Regulations. There has been ongoing discussion and commentary regarding potential, significant changes to U.S. trade policies, treaties and tariffs, resulting in significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.
Changes in Applicable Law. We must comply with various legal requirements, including requirements imposed by United States and non-U.S. anti-money laundering laws, securities laws, commodities laws, tax laws and pension laws. Should any of those laws change over the life of the Company, the legal requirements to which we and the Adviser may be subject could differ materially from current requirements. In addition, if a Unitholder fails to comply with applicable anti-money laundering laws and similar laws, the Company may mandatorily repurchase such Unitholder’s Units.
Terrorist Action. There is a risk of terrorist attacks on the United States and elsewhere causing significant loss of life and property damage and disruptions in global market. Economic and diplomatic sanctions may be in place or imposed on certain states and
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military action may be commenced. The impact of such events is unclear, but could have a material effect on general economic conditions and market liquidity.
Dependence on Information Systems and Systems Failures. Our business is highly dependent on the communications and information systems of the Adviser, its affiliates and third parties. Further, in the ordinary course of our business we or the Adviser may engage certain third party service providers to provide us with services necessary for our business. Any failure or interruption of those systems or services, including as a result of the termination or suspension of an agreement with any third party service providers, could cause delays or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:
•sudden electrical or telecommunications outages;
•natural disasters such as earthquakes, tornadoes and hurricanes;
•disease pandemics or other serious public health events, such as the recent global outbreak of COVID-19;
•events arising from local or larger scale political or social matters, including terrorist acts; and
These events, in turn, could have a material adverse effect on our operating results.
Cybersecurity Risks and Cyber Incidents. We are highly dependent on information systems, and systems failures could significantly disrupt our business, which may, in turn, negatively affect the value of our Units and our ability to pay distributions. Our business depends on the communications and information systems of our Adviser and its affiliates. These systems are subject to potential attacks, including through adverse events that threaten the confidentiality, integrity or availability of our information resources (i.e., cyber incidents). Cyber hacking could also cause significant disruption and harm to the companies in which we invest. The U.S. government has issued warnings that certain essential assets, specifically those related to energy and infrastructure, including exploration and production facilities, pipelines and transmission and distribution facilities, might be specific targets of terrorist activity. Additionally, digital and network technologies (collectively, “cyber networks”) might be at risk of cyberattacks that could potentially seek unauthorized access to digital systems for purposes such as misappropriating sensitive information, corrupting data or causing operational disruption. Cyberattacks might potentially be carried out by persons using techniques that could range from efforts to electronically circumvent network security or overwhelm websites to intelligence gathering and social engineering functions aimed at obtaining information necessary to gain access. These attacks could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption and result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, any of which could, in turn, have a material adverse effect on our operating results and negatively affect the value of our securities and our ability to pay distributions to our unitholders. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by the Adviser and third-party service providers.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We maintain our principal executive office at 200 Clarendon Street, 51st Floor, Boston, Massachusetts 02116. We do not own any real estate. We believe that our present facilities are adequate to meet our current needs. If new or additional space is required, we believe that adequate facilities are available at competitive prices in the same area.
ITEM 3. LEGAL PROCEEDINGS
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES
On April 13, 2018, the Company began accepting subscription agreements from investors for the private sale of its Units. The Company continued to enter into subscription agreements since that date through the final closing date of January 14, 2019. Under the terms of the subscription agreements, the Company may generally draw down all or any portion of the Undrawn Commitment with respect to each Unit upon at least ten business days’ prior written notice to the Unitholders. The issuance of the Units pursuant to these subscription agreements and any draw by the Company under the related Commitments is expected to be exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, and Rule 506(c) of Regulation D thereunder.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data previously required by Item 301 of Regulation S-K has been omitted in reliance on SEC Release No. 33-10890, Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page ii of this annual report. For simplicity, this report uses the terms “Company,” “we,” “us,” and “our” to refer to TCW Direct Lending VII LLC.
Overview
We were formed on May 23, 2017 as a limited liability company under the laws of the State of Delaware. We conducted a private offering of our common limited liability company units (the “Units”) to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”).
On August 18, 2017 (“Inception Date”), we sold and issued 10 Units at an aggregate purchase price of $1,000 to TCW Asset Management Company LLC (“TAMCO”), an affiliate of the TCW Group, Inc.
On December 29, 2017, we filed an election to be regulated as a BDC under the 1940 Act. We elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. As a BDC and a RIC, we are required to comply with certain regulatory requirements.
On April 13, 2018 (the “Initial Closing Date”), we began accepting subscription agreements from investors for the private sale of our Units and on January 14, 2019, we completed our fourth and final closing sale of our Units. We have sold 13,734,010 Units for an aggregate offering price of approximately $1.4 billion. Each Unitholder is obligated to contribute capital equal to their Commitment and each Unit’s Commitment obligation is $100.00 per Unit. The sale of the Units was made pursuant to subscription agreements entered into by us and each investor. Under the terms of the subscription agreements, we may draw down all or any portion of the undrawn commitment with respect to each Unit generally upon at least ten business days’ prior written notice to the unitholders. The amount of capital that remains to be drawn down and contributed is referred to as an “Undrawn Commitment.”
We commenced operations during the second quarter of fiscal year 2018.
On February 12, 2020, we formed TCW DLG Funding VII 2020-1 LLC, our third wholly-owned, single member Delaware limited liability company. On March 21, 2022, we formed our fourth wholly-owned subsidiary, TCW DL NAV LLC, also a single member Delaware limited liability company.
Our commitment period commenced on the Initial Closing Date and ended on May 16, 2021, which is the later of (a) April 13, 2021, three years from the Initial Closing Date and (b) May 16, 2021, three years from the date in which we first completed an investment. We completed investment transactions that were significantly in process as of the end of the commitment period and which we reasonably expected to be consummated prior to 90 days subsequent to the expiration date of the commitment period. We may also effect follow-on investments up to an aggregate maximum of 10% of Commitments.
Revenues
We generate revenues in the form of interest income and capital appreciation by providing private capital to middle market companies operating in a broad range of industries primarily in the United States. As our investment period has ended, we will not originate new loans, but may increase credit facilities to existing borrowers or affiliates. Our highly negotiated private investments may include senior secured loans, unsecured senior loans, subordinated and mezzanine loans, convertible securities, notes and other non-convertible debt securities, equity securities, and equity-linked securities such as options and warrants. However, historically, our investment bias has been towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments. The investment philosophy, strategy and approach of the private credit team of the Adviser (the “Private Credit Team” fka the “Direct Lending Team”) has generally not involved the use of payment-in-kind (“PIK”) interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, or similar arrangements. Although the Private Credit Team generally did not originate a significant amount of investments for us with PIK interest features, from time to time we made, and currently have, investments that contain such features, usually due to certain circumstances involving debt restructurings or work-outs of current investments.
We are primarily focused on investing in senior secured debt obligations, although there may be occasions where the investment may be unsecured. We also consider an equity investment as the primary security, in combination with a debt obligation, or as a part of total return strategy. Our investments are mostly in corporations, partnerships or other business entities. Additionally, in certain
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circumstances, we may co-invest with other investors and/or strategic partners indirectly in a company through a joint venture partnership or other special purpose vehicle. While we invest primarily in U.S. companies, there are certain instances where we invested in companies domiciled elsewhere.
Expenses
We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided through the Amended and Restated Administration Agreement, dated as of September 25, 2018 (the “Administration Agreement”) and the Investment Advisory Agreement, dated as of December 29, 2017, (the “Advisory Agreement”).
We, and indirectly our Unitholders, will bear all costs, expenses and liabilities, other than Adviser Operating Expenses (which shall be borne by the Adviser), in connection with our organization, operations, administration and transactions (“Company Expenses”). Company Expenses shall include, without limitation: (a) organizational expenses and expenses associated with the issuance of the Units; (b) expenses of calculating our net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring our financial and legal affairs, providing administrative services, monitoring or administering our investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with our reporting and compliance obligations under the 1940 Act, the 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance our investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees, if any, payable under the Administration Agreement; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes and other governmental charges assessed against us; (n) independent directors’ fees and expenses and the costs associated with convening a meeting of our board of directors or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (p) costs of any reports, proxy statements or other notices to Unitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of our consolidated financial statements and tax returns; (r) our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to us; (u) compensation of other personnel (including employees and secretarial and other staff of the Administrator) to the extent they are devoted to preparing our consolidated financial statements or tax returns or providing similar “back office” financial services to us; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for us, monitoring our investments and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to us, including in each case services with respect to the proposed purchase or sale of securities by us that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the LLC Agreement or Advisory Agreement or related documents of us or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering our business. However, in the event of a Reorganization (as defined in the LLC Agreement) that results in a Public Fund (as defined in the LLC Agreement) or an Extension Fund (as defined in the LLC Agreement), including a Reorganization pursuant to which the Company becomes the Public Fund or the Extension Fund, the fees, costs and expenses associated with any such restructuring, initial public offering, listing of equity securities or reorganization will be borne appropriately by the Public Fund and the Extension Fund and indirectly only by Unitholders that elect to become investors in the Public Fund or the Extension Fund, as the case may be, and no others will directly or indirectly bear such fees, costs or expenses.
However, we will not bear (a) more than an amount equal to 10 basis points of our aggregate Commitments for organizational expenses and offering expenses in connection with the offering of Units through January 14, 2019 and (b) more than an amount equal to 12.5 basis points of our aggregate Commitments computed annually for Company Expenses; provided, that, any amount by which actual annual expenses in (b) exceed the 12.5 basis point limit shall be carried over to the next year, without limitation, as additional expense until the earlier of the Reorganization or the dissolution of the Company, with any partial year assessed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the 12.5 basis point limit in (b), the following expenses shall be excluded and shall be borne by us as incurred without regard to the 12.5 basis point limit in (b): the Management Fee, the Incentive Fee, organizational and offering expenses (which are subject to the separate cap), amounts incurred in connection with our borrowings (including interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or
32
borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against us, expenses of calculating our net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of our portfolio investments performed by our independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to us, costs and expenses relating to any Reorganization or liquidation of the Company and any extraordinary expenses (such as litigation expenses and indemnification payments). Notwithstanding the foregoing, in no event will the Company carryforward to future periods the amount by which actual annual Company Expenses for a year exceed the 12.5 basis point limit for more than three years from the date on which such expenses were reimbursed.
“Adviser Operating Expenses” means overhead and operating and administrative expenses incurred by or on behalf of the Adviser or any of its affiliates, including us, in connection with maintaining and operating the Adviser’s office, including salaries and other compensation (including compensation due to its officers), rent, routine office equipment expense and liability and insurance premiums (other than those incurred in maintaining fidelity bonds and Indemnitee insurance policies), in furtherance of providing supervisory investment management services for us. Adviser Operating Expenses include any expenses incurred by the Adviser or its affiliates in connection with the Adviser’s registration as an investment adviser under the Investment Advisers Act of 1940, as amended, or with its compliance as a registered investment adviser thereunder.
All Adviser Operating Expenses and all our expenses that we will not bear, as set forth above, will be borne by the Adviser or its affiliates.
In connection with borrowings, our lenders require us to pledge assets, Commitments and/or the right to draw down on Commitments. In this regard, the subscription agreement entered into with each of our investors contractually obligates each investor to fund its respective Commitments in order to pay amounts that may become due under any borrowings or other financings or similar obligations.
We expensed organization costs totaling $0.7 million (net of $0.4 million in Adviser reimbursement) since our inception through December 31, 2018. Offering costs totaling $0.6 million (net of $0.3 million in Adviser reimbursement) was charged directly to Members’ Capital on December 31, 2018. No additional organization and offering costs were incurred subsequent to December 31, 2018. We did not bear more than an amount equal to 10 basis points of the aggregate capital commitments for organization and offering expenses.
Critical Accounting Policies and Estimates
Investments at Fair Value
Investments which we hold for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by the Board of Directors (the “Board”) based on similar instruments, internal assumptions and the weighting of the best available pricing inputs. On May 11, 2022, pursuant to Rule 2a-5 under the 1940 Act, the Board designated the Adviser as the "valuation designee" with respect to the fair valuation of the Company's portfolio securities, subject to oversight by and periodic reporting to the Board. Prior to this date, fair valuations were approved by the Board in accordance with the Company's valuation policy. The Adviser's internal valuation process did not change as a result of Rule 2a-5, and it continues to receive a report from an independent third-party valuation firm for fair valued securities.
Fair Value Hierarchy: Assets and liabilities are classified by us into three levels based on valuation inputs used to determine fair value:
Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.
Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs.
Level 3 values are based on significant unobservable inputs that reflect our determination of assumptions that market participants might reasonably use in valuing the assets.
Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.
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Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:
Equity, (Level 1), includes common stock valued at the closing price on the primary exchange in which the security trades.
Level 2 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:
Equity, (Level 2), includes warrants valued using quotes for comparable investments.
Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine the fair value of investments in private debt and equity for which reliable market quotations are not available. Some of the inputs are independently observable however, a significant portion of the inputs and the internal assumptions applied are unobservable.
Debt, (Level 3), includes investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A discounted cash flow approach incorporating a weighted average cost of capital is generally used to determine fair value or, in some cases, an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.
Equity, (Level 3), includes common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used it follows the income approach. The pricing model takes into account the contract terms as well as multiple inputs, including: time value, implied volatility, equity prices and interest rates. A liquidity discount based on current market expectations, future events, minority ownership position and the period management reasonably expects to hold the investment may be applied.
Pricing inputs and weightings applied to determine value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.
Investment Activity
As of December 31, 2022, our portfolio consisted of 46 debt investments and 12 equity investments. Based on fair values as of December 31, 2022, our portfolio was 95.7% invested in debt investments which were mostly senior secured, term loans. The remaining 4.3% represented our equity investments, which were comprised of common stock, preferred stock, membership interests, and warrants.
As of December 31, 2021, our portfolio consisted of 54 debt investments and ten equity investments. Based on fair values as of December 31, 2021, our portfolio was 97.2% invested in debt investments which were mostly senior secured, term loans. The remaining 2.8% represented our equity investments, which were comprised of common stock, preferred stock and warrants.
We had one debt investment on non-accrual status as of December 31, 2022, representing 3.1% and 3.0% of our portfolio's fair value and cost, respectively. We had no debt investments on non-accrual status as of December 31, 2021.
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The table below describes our debt and equity investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets by industry as December 31, 2022:
| | | | |
Industry | | Percent of
Total
Investments | |
Aerospace & Defense | | | 16 | % |
Textiles, Apparel & Luxury Goods | | | 10 | % |
Software | | | 8 | % |
Household Products | | | 7 | % |
Hotels, Restaurants & Leisure | | | 6 | % |
Energy Equipment & Services | | | 6 | % |
Consumer Durables & Apparel | | | 6 | % |
Chemicals | | | 5 | % |
Household Durables | | | 5 | % |
Publishing | | | 4 | % |
Information Technology Services | | | 4 | % |
Commercial Services & Supplies | | | 4 | % |
Capital Goods | | | 3 | % |
Media | | | 3 | % |
Consumer Services | | | 3 | % |
Construction & Engineering | | | 3 | % |
Food Products | | | 2 | % |
Auto Components | | | 2 | % |
Internet & Direct Marketing Retail | | | 1 | % |
Health Care Technology | | | 1 | % |
Commercial & Professional Services | | | 1 | % |
| | | 100 | % |
Interest income including interest income paid-in-kind, was $159.3 million, $162.4 million and $146.3 million, for the years ended December 31, 2022, 2021, and 2020, respectively. During the years ended December 31, 2022, 2021 and 2020, we also earned $0.8 million, $1.0 million and $0.4 million, respectively, in other fee income.
Results of Operations
Our operating results for the years ended December 31, 2022, 2021 and 2020 were as follows (dollar amounts in thousands):
| | | | | | | | | | | | |
| | For the Year Ended December 31, | |
| | 2022 | | | 2021 | | | 2020 | |
Total investment income | | $ | 160,071 | | | $ | 163,396 | | | $ | 146,681 | |
Net expenses | | | 61,663 | | | | 85,632 | | | | 48,530 | |
Net investment income | | | 98,408 | | | | 77,764 | | | | 98,151 | |
Net realized gain (loss) on investments | | | 2,232 | | | | 2,049 | | | | (20,748 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (29,771 | ) | | | 31,986 | | | | (7,601 | ) |
Net increase in Members’ Capital from operations | | $ | 70,869 | | | $ | 111,799 | | | $ | 69,802 | |
Total investment income
Total investment income for the years ended December 31, 2022, 2021 and 2020 was $160.1 million, $163.4 million and $146.7 million, respectively, and included $0.8 million, $1.0 million and $0.4 million, of other fee income.
The decrease in total investment income during the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due to the decrease in the number of debt investments in our portfolio. The number of debt investments decreased to 46 as of December 31, 2022, compared to 54 as of December 31, 2021. Although the number of equity investments in our portfolio increased to 12 during the year ended December 31, 2022 compared to ten during the year ended December 31, 2021, the increase in total investment income from equity investments was less than the decrease in total investment income from debt investments.
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The increase in total investment income during the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to the increase in our portfolio of debt investments based on fair value. Though the number of debt investments decreased to 54 as of December 31, 2021, compared to 60 as of December 31, 2020, the average fair value of our portfolio of debt investments increased to $1,418.4 million during the year ended December 31, 2021 versus $1,318.0 million during the year ended December 31, 2020.
Net investment income
Net investment income for the years ended December 31, 2022, 2021 and 2020 was $98.4 million, $77.8 million and $98.2 million, respectively.
The increase in our net investment income during the year ended December 31, 2022 compared to our net investment income during the year ended December 31, 2021 is due to lower total expenses during the year ended December 31, 2022 compared to the year ended December 31, 2021 which was partially offset by lower total investment income, as described above. The decreases in expenses was primarily due to a decrease in incentive fees which decreased to $17.7 million as of December 31, 2022 compared to $43.3 million as of December 31, 2021.
The decrease in our net investment income during the year ended December 31, 2021 compared to our net investment income during the year ended December 31, 2020 is due to higher total expenses during the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase in total expenses during the year ended December 31, 2021 compared to the year ended December 31, 2020 is primarily attributable to incentive fees to our Adviser, which increased to $43.3 million as of December 31, 2021 compared to $3.1 million as of December 31, 2020. This increase in total expenses was partially offset by the increase in our total investment income, as previously described.
Expenses for the years ended December 31, 2022, 2021 and 2020 were as follows (dollar amounts in thousands):
| | | | | | | | | | | | |
| | For the Year Ended December 31, | |
| | 2022 | | | 2021 | | | 2020 | |
Expenses | | | | | | | | | |
Interest and credit facility expenses | | $ | 22,300 | | | $ | 16,855 | | | $ | 22,734 | |
Management fees | | | 18,756 | | | | 21,387 | | | | 19,813 | |
Incentive fees | | | 17,717 | | | | 43,271 | | | | 3,130 | |
Administrative fees | | | 1,299 | | | | 1,482 | | | | 1,404 | |
Professional fees | | | 1,116 | | | | 1,313 | | | | 1,261 | |
Directors’ fees | | | 394 | | | | 399 | | | | 391 | |
Other expenses | | | 238 | | | | 1,392 | | | | 820 | |
Total expenses | | $ | 61,820 | | | $ | 86,099 | | | $ | 49,553 | |
Expenses reimbursed by the Adviser | | | (157 | ) | | | (467 | ) | | | (1,023 | ) |
Net Expenses | | $ | 61,663 | | | $ | 85,632 | | | $ | 48,530 | |
Our total expenses were $61.8 million, $86.1 million and $49.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Our total expenses included management fees attributed to the Adviser of $18.8 million, $21.4 million and $19.8 million; and incentive fees attributed to the Adviser of $17.7 million, $43.3 million and $22.7 million, in the years ended December 31, 2022, 2021 and 2020, respectively.
The decrease in total expenses during the year ended December 31, 2022 compared to the year ended December 31, 2021 is primarily attributable to incentive fees to our Adviser, which decreased to $17.7 million as of December 31, 2022 compared to $43.3 million as of December 31, 2021. The decrease in incentives fees was partially offset by an increase in interest and credit facility expenses due to a higher weighted average interest rate during the year ended December 31, 2022 compared to the year ended December 31, 2021.
The increase in total expenses during the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to incentive fees to our Adviser, which increased to $43.3 million as of December 31, 2021 compared to $3.1 million as of December 31, 2020. This increase in incentive fees was partially offset by the decrease in our interest and credit facility expenses during the year ended December 31, 2021 compared to the year ended December 31, 2020, due to lower weighted average interest rate and lower weighted average outstanding balance during the year ended December 31, 2021 compared to the year ended December 31, 2020.
Net expenses include an expense reimbursement of $0.2 million, $0.5 million and $1.0 million, for the years ended December 31, 2022, 2021 and 2020, respectively. The expense reimbursement during the years ended December 31, 2022 and December 31, 2021
36
reflects Company Expenses (as defined in our Administration Agreement) that we incurred in excess of our annual 12.5 basis point limit (i.e. in accordance with our Administration Agreement, we will not bear Company Expenses more than an amount equal to 12.5 basis points of aggregate commitments annually).
Net realized gain (loss) on investments
Our net realized gain (loss) on investments for years ended December 31, 2022, 2021 and 2020 was $2.2 million, $2.0 million and ($20.7) million, respectively.
Our net realized gain during the year ended December 31, 2022 was primarily due to a realized gain of $2.2 million from our investment in United Poly Systems common stock.
Our net realized gain during the year ended December 31, 2021 was primarily due to the following investments (dollar amounts in thousands):
| | | | | | | |
Issuer | | Investment | | Realized Gain (Loss) | | |
Production Resource Group, LLC | | Class A Units | | $ | 3,117 | | * |
SMTC Corporation | | Warrants | | | 984 | | |
Karman Holdings LLC | | Term Loans | | | 377 | | |
Greenfield World Trade, Inc. | | Warrants | | | (505 | ) | |
PSS Industrial Group Corp. | | Term Loan | | | (2,428 | ) | * |
All others | | Various | | | 504 | | |
Net realized gain | | | | $ | 2,049 | | |
* Include reversals of previously recognized unrealized appreciation/(depreciation).
Our net realized loss during the year ended December 31, 2020 was primarily attributable to our restructuring of our term loans to Production Resource Group, LLC and Centric Brands, Inc., which resulted in a realized loss of $20.0 million and $3.5 million, respectively. These were partially offset by our $1.0 million of realized gain from our revolver to UniTek Acquisition, Inc.
Net change in unrealized appreciation/(depreciation) on investments
Our net change in unrealized appreciation/(depreciation) on investments for years ended December 31, 2022, 2021 and 2020 was ($29.8) million, $32.0 million and ($7.6) million, respectively.
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Our net change in unrealized appreciation/(depreciation) during the year ended December 31, 2022 was primarily due to the following investments (dollar amounts in thousands):
| | | | | | | |
Issuer | | Investment | | Change in
Unrealized
Appreciation/
(Depreciation) | | |
Mondee Holdings LLC | | Class G Preferred Stock | | $ | 7,098 | | |
Mondee Holdings LLC | | Term Loan | | | 3,959 | | |
Navistar Defense, LLC | | Term Loan | | | 4,231 | | * |
Profrac Holdings II, LLC | | Term Loan | | | 1,360 | | |
Greenfield World Trade, Inc. | | Class A-1 Warrant | | | 1,240 | | |
Keeco Holdings, LLC | | Term Loan | | | 1,202 | | * |
UniTek Acquisition, Inc. | | Term Loan B | | | 1,170 | | |
Hoover Group, Inc. | | Term Loan | | | 1,035 | | |
KBP Brands, LLC | | Delayed Draw Term Loan | | | (1,024 | ) | |
AGY Holdings Corp. | | Delayed Draw Term Loan | | | (1,131 | ) | |
AGY Holdings Corp. | | Term Loan | | | (1,230 | ) | |
Greenfield World Trade, Inc. | | Last Out Term Loan | | | (1,241 | ) | |
Shelterlogic Group Holdings, Inc | | Common Stock | | | (1,329 | ) | * |
Karman Holdings LLC | | Term Loan | | | (1,339 | ) | |
Grand Circle Corporation | | Term Loan | | | (1,440 | ) | * |
Shipston Group U.S. Inc. | | Last Out Term Loan | | | (1,752 | ) | |
Rocky Brands, Inc. | | Term Loan | | | (1,989 | ) | |
Retail Services WIS Corporation | | Term Loan | | | (2,259 | ) | |
Obagi Cosmeceuticals, LLC | | Term Loan | | | (2,542 | ) | * |
Centric Brands Inc. | | Term Loan | | | (3,156 | ) | |
Encompass Digital Media, Inc. | | Term Loan | | | (3,642 | ) | |
AGY Equity LLC | | Class D Preferred Units | | | (3,997 | ) | |
Hollander Intermediate LLC | | Term Loan | | | (4,018 | ) | |
Red Lobster Management, LLC | | Term Loan | | | (5,562 | ) | |
Twin Star International, Inc. | | Term Loan | | | (9,481 | ) | |
All others | | Various | | | (3,934 | ) | |
Net change in unrealized appreciation/(depreciation) | | | | $ | (29,771 | ) | |
* Include reversals of previously recognized unrealized appreciation/(depreciation).
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Our net change in unrealized appreciation/(depreciation) during the year ended December 31, 2021 was primarily due to the following investments (dollar amounts in thousands):
| | | | | | | |
Issuer | | Investment | | Change in
Unrealized
Appreciation/
(Depreciation) | | |
Shelterlogic Group Holdings, Inc. | | Common Stock | | $ | 21,183 | | |
Mondee Holdings LLC | | Term Loan | | | 7,864 | | |
Greenfield World Trade, Inc. | | Term Loans | | | 6,869 | | |
PSS Industrial Group Corp. | | Term Loan | | | 3,384 | | * |
Retail Services WIS Corporation | | Term Loans | | | 2,960 | | |
Obagi Cosmeceuticals LLC | | Term Loan | | | 2,542 | | |
Winsight, LLC | | Term Loan | | | 1,881 | | |
Profrac Services, LLC | | Term Loan | | | 1,456 | | |
Carolina Atlantic Roofing Supply LLC | | Term Loan | | | 1,406 | | |
Navistar Defense, LLC | | Term Loan A | | | 1,045 | | |
UniTek Acquisition, Inc. | | Term Loan | | | 1,035 | | |
Bendon, Inc. (fka BPI Intermediate Holdings, Inc.) | | Term Loan | | | (1,590 | ) | |
Verdesian Life Sciences, LLC | | Term Loan | | | (1,686 | ) | * |
Twin Star International, Inc. | | Term Loan | | | (1,827 | ) | |
Production Resource Group, LLC | | Class A Units | | | (1,831 | ) | * |
Columbia Helicopters Inc. | | Term Loan | | | (1,894 | ) | |
Hoover Group, Inc. | | Term Loan | | | (2,021 | ) | |
Shipston Group U.S. Inc. | | Term Loan | | | (2,472 | ) | |
Voyant Beauty Holdings, Inc. | | Term Loan | | | (3,216 | ) | |
Navistar Defense, LLC | | Term Loan B | | | (4,046 | ) | |
All others | | Various | | | 944 | | |
Net change in unrealized appreciation/(depreciation) | | | | $ | 31,986 | | |
* Includes reversals of previously recognized unrealized appreciation/(depreciation).
Our net change in unrealized appreciation/(depreciation) during the year ended December 31, 2020 was primarily due to the following investments (dollar amounts in thousands):
| | | | | | |
Issuer | | Investment | | Change in
Unrealized
Appreciation/
(Depreciation) | |
Mondee Holdings, LLC | | Term Loan | | $ | (11,354 | ) |
Innerworkings, Inc. | | Term Loan | | | (2,728 | ) |
PSS Industrial Group Corp. | | Term Loan | | | (3,586 | ) |
Winsight, LLC | | Term Loan | | | (3,328 | ) |
WDE TorcSill Holdings LLC | | Term Loan | | | (1,094 | ) |
Innerworkings, Inc. | | Warrants | | | (1,018 | ) |
Shelterlogic Group Holdings, Inc. | | Common Stock | | | 9,578 | |
Production Resource Group, LLC | | Term Loan | | | 2,814 | |
Voyant Beauty Holdings, Inc. | | Term Loan | | | 2,585 | |
All others | | Various | | | 530 | |
Net change in unrealized appreciation/(depreciation) | | | | $ | (7,601 | ) |
Our net change in unrealized appreciation/(depreciation) during the year ended December 31, 2020 was affected by significant business disruptions and various other consequences experienced by our portfolio companies due to the uncertainty and economic volatility caused by COVID-19, in addition to other business conditions unique to our respective issuers.
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Net increase in Members’ Capital from operations
Our net increase in members’ capital from operations during the years ended December 31, 2022, 2021 and 2020 was $70.9 million, $111.8 million and $69.8 million, respectively.
The relative decrease in members’ capital from operations during the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due higher net realized and unrealized losses on investments during the year ended December 31, 2022 compared to the year ended December 31, 2021, partially offset by higher net investment income during the current year versus prior year.
The relative increase in members’ capital from operations during the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due higher net realized and unrealized gain on investments during the year ended December 31, 2021 compared to the year ended December 31, 2020, partially offset by lower net investment income during the current year versus prior year.
The relative increase in members’ capital from operations during the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily due higher net investment income during the year ended December 31, 2020, partially offset by higher net realized and unrealized loss on investments during the period.
Financial Condition, Liquidity and Capital Resources
On April 13, 2018, we completed the first closing of the sale of our Units to persons not affiliated with the Adviser. We also commenced operations during the second quarter of fiscal year 2018. On January 14, 2019, we completed our fourth and final closing sale of our Units. We generate cash from (1) drawing down capital in respect of Units, (2) cash flows from investments and operations and (3) borrowings from banks or other lenders.
Our primary use of cash is for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including expenses, the Management Fee, the Incentive Fee, and any indemnification obligations), (3) debt service of any borrowings and (4) cash distributions to the Unitholders.
As of December 31, 2022, aggregate Commitments, Undrawn Commitments, percentage of Commitments funded and the number of subscribed for Units of the Company were as follows (dollar amounts in thousands):
| | | | |
| | December 31, | |
| | 2022 | |
Commitments | | $ | 1,373,401 | |
Undrawn commitments | | $ | 165,401 | |
Percentage of commitments funded | | | 88.0 | % |
Units | | | 13,734,010 | |
On May 10, 2018, we entered into a Revolving Credit Agreement (the “Natixis Credit Agreement”) among the Company, as borrower, and Natixis, New York Branch (“Natixis”), as administrative agent and the committed lenders, conduit lenders and funding agents. The Natixis Credit Agreement provided for a revolving credit line (the “Natixis Revolving Credit Facility”) of up to $150.0 million (the “Natixis Maximum Commitment”), subject to the lesser of the “Natixis Borrowing Base” assets or the Natixis Maximum Commitment. The Natixis Borrowing Base assets equal the sum of a percentage of unfunded commitments from certain classes of eligible investors in the Company (the “Natixis Available Commitment”). The Natixis Revolving Credit Facility is generally secured by the Natixis Borrowing Base assets.
The Natixis Maximum Commitment may be periodically increased in amounts designated by the Company, up to an aggregate amount of $1 billion. The maturity date of the Natixis Credit Agreement was May 10, 2021. On May 10, 2021, the Company exercised its option to extend the maturity date of the Natixis Credit Agreement to May 9, 2022. On March 15, 2022, the Company exercised its last available option to extend the Natixis Credit Agreement maturity date from May 9, 2022 to May 9, 2023. Borrowings under the Natixis Credit Agreement bear interest at a rate equal to either (a) a base rate calculated in a customary manner plus 0.75% or (b) an adjusted eurodollar rate calculated in a customary manner plus 1.75%. As of December 31, 2020, the Natixis Maximum Commitment was $280.0 million. On March 10, 2021, we further reduced the Natixis Maximum Commitment to $250.0 million.
The Natixis Revolving Credit Facility is secured by a first priority security interest, subject to customary exceptions, in (i) all of the capital commitments of the investors in the Company, (ii) our right to make capital calls, receive payment of capital contributions from the investors and enforce payment of the capital commitments and capital contributions under our operating agreement and (iii) a
40
cash collateral account into which the capital contributions from the investors are made. The Natixis Revolving Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should we fail to satisfy certain covenants. As of December 31, 2022, we were in compliance with such covenants.
As of December 31, 2022 the Natixis Borrowing Base assets were more than the Natixis Maximum Commitment and as of December 31, 2021, the Natixis Borrowing Base assets were less than the Natixis Maximum Commitment. A summary of amounts outstanding and available under the Natixis Revolving Credit Facility as of December 31, 2022 and 2021 was as follows (dollar amounts in thousands):
| | | | | | | | | | | | |
Natixis Revolving Credit Facility | | Maximum
Commitment | | | Borrowings
Outstanding | | | Available
Amount(1) | |
As of December 31, 2022 | | $ | 250,000 | | | $ | — | | | $ | 250,000 | |
As of December 31, 2021 | | $ | 250,000 | | | $ | 45,000 | | | $ | 163,967 | |
(1)The amount available considers any limitations related to the debt facility borrowing.
On January 29, 2019, TCW DL VII Financing LLC (the “Borrower” or “TCW DL VII Financing”), a newly-formed, wholly-owned, special purpose financing subsidiary of ours, entered into a senior secured credit facility (the “PNC Credit Facility” and together with the Natixis Revolving Credit Facility, the “Credit Facilities”) pursuant to a credit and security agreement (the “PNC Credit Agreement”) with PNC Bank, National Association (“PNC”), as facility agent, the lenders from time to time party thereto, and State Street Bank and Trust Company, as collateral agent.
Under the PNC Credit Facility, the lenders have agreed to extend credit to the Borrower in an aggregate principal amount of up to $400.0 million of revolving and term loans (the “PNC Maximum Commitment”), subject to compliance with a borrowing base (the “PNC Borrowing Base”). The PNC Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $900.0 million, subject to lender consent and obtaining commitments for the increase. The Borrower may make borrowings of (i) a revolving loan (the “PNC Revolving Credit Facility” and together with the Natixis Revolving Credit Facility, the “Revolving Credit Facilities”) under the PNC Credit Facility during the period commencing January 29, 2019 and ending on January 31, 2022 and (ii) a term loan (the “PNC Term Loan”) under the PNC Credit Facility during the period which commenced on January 29, 2019 and ended on January 29, 2020, unless, in the case of (i) and (ii), there is an earlier termination of the PNC Credit Facility or event of default thereunder. The PNC Credit Facility will mature on January 29, 2024. Loans under the PNC Credit Facility bear interest at a fluctuating rate of interest per annum equal to, at the Borrower’s option, either (i) three-month LIBOR plus the facility margin of 2.30% per annum or (ii) the Base Rate plus the facility margin of 2.30% per annum.
On April 11, 2019, the Borrower amended and restated the PNC Credit Agreement (as amended, the “Amended PNC Credit Agreement”) for the PNC Credit Facility. The Amended PNC Credit Agreement, among other things, (a) increased the total commitments under the PNC Credit Facility from $400.0 million to $600.0 million (the “Amended PNC Maximum Commitment”) and (b) made certain modifications to the calculation of the borrowing base under the prior facility, including the eligibility requirements of collateral obligations pledged under the PNC Credit Facility and loan portfolio concentration limits.
On March 17, 2020, the Borrower further amended and restated the Amended PNC Credit Agreement (as further amended the “Second Amended PNC Credit Agreement”). The Second Amended PNC Credit Agreement, among other things, increased the total commitments under the PNC Credit Facility from $600.0 million to $795.0 million (the “Second Amended PNC Maximum Commitment”). The Second Amended PNC Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $900.0 million, subject to lender consent and obtaining commitments for the increase. The Borrower may make borrowings of (i) revolving loans under the PNC Credit Facility during the period commencing January 29, 2019 and ending on January 31, 2022 and (ii) term loans under the PNC Credit Facility during the period commencing January 29, 2019 and ended on March 17, 2020, unless, there is an earlier termination of the PNC Credit Facility or event of default thereunder. The PNC Credit Facility will mature on January 29, 2024. Loans under the PNC Credit Facility will bear interest at a fluctuating rate of interest per annum equal to, at the Borrower’s option, either (i) three-month LIBOR plus the facility margin of 2.30% per annum or (ii) the Base Rate plus the facility margin of 2.30% per annum. On June 19, 2020, the Second Amended PNC Maximum Commitment was increased from $795.0 million to $825.0 million. On November 15, 2021, the Second Amended PNC Maximum Commitment was decreased from $825.0 million $700.0 million.
On January 31, 2022 (the first business day after January 29, 2022), the Borrower's ability to make borrowings under the PNC Revolving Credit Facility expired and the then outstanding PNC Revolving Credit Facility borrowings of $295.5 million converted into outstanding borrowings under the PNC Term Loan. In connection with such conversion, repayments on outstanding borrowings under the PNC Term Loan will correspondingly reduce the PNC Maximum Commitment. The PNC Credit Facility will mature on January 29, 2024. Loans under the PNC Credit Facility will bear interest at a fluctuating rate of interest per annum equal to, at the
41
Borrower’s option, either (i) three-month LIBOR plus the facility margin of 2.30% per annum or (ii) the Base Rate plus the facility margin of 2.30% per annum.
The Borrower’s obligations under the PNC Credit Facility are secured by a first priority security interest in all of the assets of the Borrower, including its portfolio of loans that has been contributed by the Company to the Borrower in exchange for 100% of the membership interests of the Borrower and any payments received in respect of such loans. The Company may contribute or sell to the Borrower additional loans from time to time after the closing date, which shall be pledged in favor of the lenders under the PNC Credit Facility.
Under the PNC Credit Facility, the Borrower has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities. The
PNC Credit Facility also includes events of default that are customary for similar credit facilities. As of December 31, 2022, the Borrower was in compliance with such covenants.
Borrowings of the Borrower are non-recourse to us but are consolidated in our consolidated financial statements and considered our borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.
As of December 31, 2022 PNC Borrowing Base assets were more than the Second Amended and Amended PNC Maximum Commitment, and as of December 31, 2021, the PNC Borrowing Base assets were less than the Second Amended and Amended PNC Maximum Commitment. A summary of amounts outstanding and available under the PNC Credit Facility as of December 31, 2022 and 2021 is as follows (dollar amounts in thousands):
| | | | | | | | | | | | |
PNC Credit Facility | | Maximum
Commitment | | | Borrowings
Outstanding | | | Available
Amount(1) | |
As of December 31, 2022 | | $ | 337,000 | | | $ | 337,000 | | | N/A | |
As of December 31, 2021 | | $ | 700,000 | | | $ | 543,000 | | | $ | 149,756 | |
(1)The amount available considers any limitations related to the debt facility borrowing. No available amount as of December 31, 2022 as the Borrower's ability to make additional borrowings under the PNC Revolving Credit Facility expired on January 31, 2022.
Borrowings under the PNC Credit Facility as of December 31, 2022 and 2021 consisted of $0 million and $165.5 million, respectively, from the PNC Revolving Credit Facility (i.e., revolving line of credit) and $337.0 million and $247.5 million, respectively, of PNC Term Loan.
We incurred financing costs of $3.4 million and $4.4 million, in connection with the Natixis Credit Agreement and the PNC Credit Agreement, respectively. In addition, we incurred an additional $2.1 million and $1.5 million in financing costs in connection with the Amended and Second Amended PNC Credit Agreement, respectively. Lastly, we incurred $0.3 million in financing costs associated with the June 19, 2020 upsize of the PNC Credit Facility.
We incurred $0.6 million in fees associated with the May 10, 2021 extension of the Natixis Credit Agreement. We recorded most of the costs associated with the Revolving Credit Facilities as deferred financing costs on our Consolidated Statements of Assets and Liabilities and the costs are being amortized over the respective lives of the Natixis Revolving Credit Facility and PNC Revolving Credit Facility. As of December 31, 2022 and 2021, $0.2 million and $2.8 million, respectively, of such deferred financing costs had yet to be amortized. Costs associated with the PNC Term Loan are deferred and amortized over the term of the PNC Term Loan. Such deferred financing costs are netted against the carrying value of the PNC Term Loan on our Consolidated Statements of Assets and Liabilities. As of December 31, 2022 and 2021, $1.6 million and $1.1 million, respectively, of such deferred financing costs have yet to be amortized.
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The summary information regarding the Credit Facilities for the years ended December 31, 2022, 2021 and 2020 was as follows (dollar amounts in thousands):
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2022 | | | 2021 | | | 2020 | |
Credit Facilities interest expense | | $ | 18,584 | | | $ | 12,299 | | | $ | 17,943 | |
Unused fees | | | 691 | | | | 1,757 | | | | 1,575 | |
Administrative fees | | | 101 | | | | 100 | | | | 100 | |
Amortization of deferred financing costs | | | 2,924 | | | | 2,699 | | | | 3,116 | |
Total | | $ | 22,300 | | | $ | 16,855 | | | $ | 22,734 | |
Weighted average interest rate | | | 3.93 | % | | | 2.35 | % | | | 2.90 | % |
Average outstanding balance | | $ | 466,710 | | | $ | 515,948 | | | $ | 609,598 | |
In order to finance certain investment transactions, we may, from time to time, enter into repurchase agreements with Macquarie US Trading LLC (“Macquarie”), whereby we sell to Macquarie an investment that we hold and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold (the “Macquarie Transaction”).
In accordance with ASC 860, Transfers and Servicing ("ASC 860"), these Macquarie Transactions meet the criteria for secured borrowings. Accordingly, the investment financed by the Macquarie Transaction remains on our Consolidated Statements of Assets and Liabilities as an asset, and we record a liability to reflect our repurchase obligation to Macquarie (the “Repurchase Obligation”). The Repurchase Obligation is secured by the respective investment that is the subject of the repurchase agreement. Interest expense associated with the Repurchase Obligation is reported on our Consolidated Statements of Operations within Other expenses.
During the year ended December 31, 2022 we did not enter into or settle any repurchase agreements. During the year ended December 31, 2021, we entered into and settled repurchase agreements for which we incurred interest expense of $0.9 million.
We had no outstanding Repurchase Obligations as of December 31, 2022 and 2021.
We had the following unfunded commitments and unrealized depreciation by investment as of December 31, 2022 and 2021 (dollar amounts in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | December 31, 2022 | | | December 31, 2021 | |
Unfunded Commitments | | Maturity/
Expiration | | Amount | | | Unrealized
Depreciation | | | Amount | | | Unrealized
Depreciation | |
AGY Holdings Corp. | | June 2023 | | $ | 4,135 | | | $ | 203 | | | $ | 3,618 | | | $ | 18 | |
Altern Marketing LLC | | October 2024 | | | 4,686 | | | | 33 | | | | 5,217 | | | | — | |
Bendon Inc. | | December 2025 | | | 7,263 | | | | 326 | | | | 7,263 | | | | 298 | |
Centric Brands Inc. | | October 2024 | | | 2,306 | | | | — | | | | 3,315 | | | | — | |
Encompass Digital Media, Inc. | | September 2023 | | | 794 | | | | 93 | | | | 1,661 | | | | — | |
FM Restaurants Holdco, LLC | | November 2023 | | | — | | | | — | | | | 2,414 | | | | — | |
Greenfield World Trade, Inc. | | June 2023 | | | 4,685 | | | | — | | | | 8,059 | | | | — | |
Hometown Food Company | | August 2023 | | | 4,705 | | | | — | | | | 5,881 | | | | — | |
Karman Holdings LLC (fka Space Holdings LLC) | | December 2025 | | | 1,147 | | | | 28 | | | | 1,311 | | | | 9 | |
KBP Investments LLC | | May 2027 | | | 437 | | | | 32 | | | | 2,256 | | | | 5 | |
Mondee Holdings LLC | | December 2024 | | | 8,613 | | | | — | | | | 8,613 | | | | — | |
Obagi Cosmeceuticals LLC | | March 2026 | | | — | | | | — | | | | 11,308 | | | | — | |
Rapid Displays, Inc. | | April 2026 | | | 1,770 | | | | 25 | | | | 1,770 | | | | — | |
UniTek Acquisition, Inc. | | August 2023 | | | 571 | | | | 14 | | | | 1,714 | | | | 140 | |
WDE TorcSill Holdings LLC | | October 2024 | | | 313 | | | | 17 | | | | 191 | | | | 9 | |
Winsight, LLC | | October 2024 | | | — | | | | — | | | | 4,234 | | | | 237 | |
Total | | | | $ | 41,425 | | | $ | 771 | | | $ | 68,825 | | | $ | 716 | |
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, including changes in interest rates. As of December 31, 2022, 100.0% of our debt investments bore interest based on floating rates, such as LIBOR, SOFR or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. As of December 31, 2022, the percentage of our floating rate debt investments that bore interest based on an interest rate floor was 0.0%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.
Based on our December 31, 2022 consolidated statement of assets and liabilities, the following table shows the annual impact on net investment income (excluding the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure (dollar amounts in thousands):
| | | | | | | | | | | | |
Basis Point Change | | Interest Income | | | Interest Expense | | | Net Investment Income (Loss) | |
Up 300 basis points | | $ | 32,525 | | | $ | 10,250 | | | $ | 22,275 | |
Up 200 basis points | | | 21,683 | | | | 6,834 | | | | 14,849 | |
Up 100 basis points | | | 10,842 | | | | 3,417 | | | | 7,425 | |
Down 100 basis points | | | (10,842 | ) | | | (3,417 | ) | | | (7,425 | ) |
Down 200 basis points | | | (21,683 | ) | | | (6,834 | ) | | | (14,849 | ) |
Down 300 basis points | | | (31,273 | ) | | | (10,250 | ) | | | (21,023 | ) |
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
See the audited consolidated financial statements set forth herein commencing on page F-1 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, our President and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective, at a reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and disposition of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with the authorization of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022,
based upon the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as of December 31, 2022, we maintained in all material respects, effective internal control over financial reporting. Pursuant to rules established by the SEC, this annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
45
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item has been omitted and will be incorporated herein by reference, when filed, to our Proxy Statement which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2022.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item has been omitted and will be incorporated herein by reference, when filed, to our Proxy Statement which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2022.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
The information required by this Item has been omitted and will be incorporated herein by reference, when filed, to our Proxy Statement which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2022.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item has been omitted and will be incorporated herein by reference, when filed, to our Proxy Statement which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2022.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item has been omitted and will be incorporated herein by reference, when filed, to our Proxy Statement which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2022.
46
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a) List separately all financial statements filed
The consolidated financial statements included in this Annual Report on Form 10-K are listed on page F-1 and commence on page F-3.
(b) The following exhibits are filed as part of this report or incorporated herein by reference to exhibits previously filed with the SEC.
| |
Exhibits | |
| |
3.1 | Certificate of Formation (incorporated by reference to Exhibit 3.1 to a registration on Form 10 filed on September 1, 2017) |
| |
3.2 | Limited Liability Company Agreement, dated June 29, 2017 (incorporated by reference to Exhibit 3.2 to a registration on Form 10 filed on September 1, 2017) |
| |
3.3 | Amended and Restated Limited Liability Company Agreement, dated October 2, 2017 (incorporated by reference to Exhibit 3.3 to a registration on Form 10 filed on October 16, 2017) |
| |
3.4 | Third Amended and Restated Limited Liability Company Agreement, dated as of September 10, 2018 (incorporated by reference to Exhibit 3.6 to the registrant’s Quarterly Report on Form 10-Q filed November 6, 2018). |
| |
3.5 | Fourth Amended and Restated Limited Liability Company Agreement, dated as of January 14, 2019 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on January 18, 2019). |
| |
4.1 | Description of securities (incorporated by reference to Exhibit 4.1 to the registrant’s Annual Report on Form 10-K filed on March 17, 2020) |
| |
10.1 | Investment Advisory and Management Agreement dated December 29, 2017 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 3, 2018). |
| |
10.2 | Administration Agreement dated December 29, 2017, by and between TCW Direct Lending VII LLC and TCW Asset Management Company LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on January 3, 2018). |
| |
10.3 | Amended and Restated Administration Agreement, dated as of September 25, 2018, between TCW Direct Lending VII LLC and TCW Asset Management Company LLC (incorporated by reference to Exhibit 3.7 to the registrant’s Quarterly Report on Form 10-Q filed November 6, 2018). |
| |
10.4 | Revolving Credit Agreement, dated as of May 10, 2018, among TCW Direct Lending VII LLC, as borrower, and Natixis, New York Branch, as Administrative Agent and Committed Lender (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on May 14, 2018). |
| |
10.5 | Credit and Security Agreement, dated as of January 29, 2019, among TCW DL VII Financing LLC, as borrower, PNC Bank, National Association, as facility agent, and State Street Bank and Trust Company, as collateral agent (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 4, 2019). |
| |
10.6 | First Amended and Restated Credit and Security Agreement, dated as of April 11, 2019, among TCW DL VII Financing LLC, as borrower, PNC Bank, National Association, as facility agent, the lenders from time to time party thereto, and State Street Bank and Trust Company, as collateral agent (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 16, 2019). |
| |
10.7 | Second Amended and Restated Credit and Security Agreement, dated as of March 17, 2020, among TCW DL VII Financing LLC, as borrower, PNC Bank, National Association, as facility agent, the lenders from time to time party thereto, and State Street Bank and Trust Company, as collateral agent (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on March 20, 2020). |
| |
10.8 | Fourth Amendment to Revolving Credit Agreement, dated as of May 10, 2021, among TCW Direct Lending VII LLC, as borrower, and Natixis, New York Branch, as Administrative Agent and Committed Lender (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 10, 2021). |
| |
10.9 | Fifth Amendment to Revolving Credit Agreement, dated as of May 13, 2021, among TCW Direct Lending VII LLC, as borrower, and Natixis, New York Branch, as Administrative Agent and Committed Lender (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on May 10, 2021) |
| |
21.1* | Subsidiaries of TCW Direct Lending VII LLC |
47
* Filed herewith
ITEM 16. Form 10-K Summary
None.
48
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | |
| | TCW DIRECT LENDING VII LLC |
| | | |
Date: March 28, 2023 | | By: | /s/ Richard T. Miller |
| | | Richard T. Miller |
| | | Chairman of the Board, President and Director |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | |
Date: March 28, 2023 | | By: | /s/ Richard T. Miller |
| | | Richard T. Miller |
| | | Chairman of the Board, President and Director (Principal Executive Officer) |
| | | |
| | | |
Date: March 28, 2023 | | By: | /s/ Laird R. Landmann |
| | | Laird R. Landmann |
| | | Director |
| | | |
Date: March 28, 2023 | | By: | /s/ David R. Adler |
| | | David R. Adler |
| | | Director |
| | | |
Date: March 28, 2023 | | By: | /s/ Saverio M. Flemma |
| | | Saverio M. Flemma |
| | | Director |
| | | |
Date: March 28, 2023 | | By: | /s/ R. David Kelly |
| | | R. David Kelly |
| | | Director |
| | | |
Date: March 28, 2023 | | By: | /s/ Andrew W. Tarica |
| | | Andrew W. Tarica |
| | | Director |
| | | |
Date: March 28, 2023 | | By: | /s/ Andrew J. Kim |
| | | Andrew J. Kim |
| | | Chief Financial Officer |
| | | (Principal Financial and Accounting Officer) |
TCW Direct Lending VII LLC
Index to Consolidated Financial Statements
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Unitholders and the Board of Directors of TCW Direct Lending VII LLC
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying consolidated statements of assets and liabilities of TCW Direct Lending VII LLC (the “Company”), including the consolidated schedule of investments, as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in members’ capital, and cash flows for each of the three years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations, changes in members’ capital and cash flows for each of the three years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2022 and 2021, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Investments, at fair value - Level 3 Investment Valuations and Fair Value Measurements – Refer to Note 3
Critical Audit Matter Description
The Company held certain investments with fair values based on significant unobservable inputs that reflect management’s determination of assumptions that market participants might reasonably use in valuing the investments. These investments are classified as Level 3 investments under accounting principles generally accepted in the United States of America. These investments included debt and equity securities, each of which lack observable market prices. Such investments are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value of equity instruments and a discounted cash flow approach or enterprise value waterfall is generally used for debt instruments. Valuation may also include a shadow rating method. The fair value of the Company’s Level 3 investments was $1,102,536,614 as of December 31, 2022.
F-2
We identified the valuation of Level 3 investments as a critical audit matter because of the judgments necessary for management to select appropriate valuation techniques and to use significant unobservable inputs to estimate the fair value of the investment. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs as determined by management. This required a high degree of auditor judgement and increased effort, including the need to involve our fair value specialists who possess significant quantitative and modeling expertise, to audit and evaluate the appropriateness of these models and internal assumptions and the weighting of the best available pricing inputs in determining the fair value of these investments.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the valuation techniques and unobservable inputs used by management to estimate the fair value of Level 3 investments included the following, among others:
•We obtained an understanding of the methods, valuation models, and assumptions for the unobservable inputs used to derive the pricing information as part of the procedures to test the fair value estimates.
•We inspected all investment transactions within 60 days prior and subsequent to year end, if any, and compared the transaction price to the valuation at year end to assess the reasonableness of the valuation at year end.
•We utilized fair value specialists to assist in validating the appropriateness of the valuation techniques and valuation assumptions and to test the valuation by developing an independent expectation. We also assessed the reasonableness of the business assumptions used in the valuation. We developed independent estimates of the fair values and compared our estimates to management’s estimates.
•We evaluated the reasonableness of any significant changes in valuation techniques or significant unobservable inputs for those investments from the prior year-end.
Los Angeles, California
March 28, 2023
We have served as the Company’s auditor since 2017.
F-3
TCW DIRECT LENDING VII LLC
Consolidated Schedule of Investments
As of December 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | |
Industry | | Issuer | | Acquisition
Date | | Investment | | % of Net
Assets | | | Par
Amount | | | Maturity
Date | | Amortized
Cost | | | Fair Value | |
| | DEBT(1) | | | | | | | | | | | | | | | | | | |
Aerospace & Defense | | | | | | | | | | | | | | | | | | | | |
| | Columbia Helicopters Inc. | | 08/20/19 | | Last Out Term Loan - 15.09% inc PIK
(SOFR + 10.25%, 1.50% Floor, 2.75% PIK) | | | 2.9 | % | | $ | 22,774,816 | | | 08/20/24 | | $ | 22,627,335 | | | $ | 21,226,129 | |
| | Heligear Acquisition Co. | | 07/30/19 | | Term Loan - 12.33%
(SOFR + 7.50%, 2.00% Floor) | | | 6.8 | % | | | 50,701,211 | | | 07/30/24 | | | 50,374,728 | | | | 50,549,108 | |
| | Karman Holdings LLC | | 12/21/20 | | Revolver - 11.73%
(LIBOR + 7.00%, 1.00% Floor) | | | 0.7 | % | | | 5,407,762 | | | 12/21/25 | | | 5,407,762 | | | | 5,277,976 | |
| | Karman Holdings LLC | | 12/21/20 | | Term Loan - 11.73%
(LIBOR + 7.00%, 1.00% Floor) | | | 8.0 | % | | | 61,080,066 | | | 12/21/25 | | | 60,274,996 | | | | 59,614,144 | |
| | Navistar Defense, LLC (2) (5) | | 08/01/22 | | Term Loan - 12.73% inc PIK
(SOFR + 8.50%, 1.50% Floor, all PIK) | | | 4.7 | % | | | 35,556,949 | | | 02/01/26 | | | 33,109,294 | | | | 34,632,469 | |
| | | | | | | | | 23.1 | % | | | 175,520,804 | | | | | | 171,794,115 | | | | 171,299,826 | |
Auto Components | | | | | | | | | | | | | | | | | | | | |
| | Shipston Group U.S. Inc. | | 05/18/20 | | Last Out Term Loan - 11.27% inc PIK
(LIBOR + 6.50%, 1.00% Floor, 3.25% PIK) | | | 0.2 | % | | | 1,855,947 | | | 09/28/24 | | | 1,855,947 | | | | 1,546,003 | |
| | Shipston Group U.S. Inc. | | 09/28/18 | | Last Out Term Loan - 10.25% inc PIK
(LIBOR + 6.50%, 1.00% Floor, 3.25% PIK) | | | 3.1 | % | | | 27,907,008 | | | 09/28/24 | | | 27,845,788 | | | | 23,246,538 | |
| | Shipston Group U.S. Inc. | | 01/20/22 | | Last Out Delayed Draw Term Loan - 11.27% inc PIK
(LIBOR + 6.50%, 1.00% Floor, 3.25% PIK) | | | 0.2 | % | | | 1,613,490 | | | 09/28/24 | | | 1,613,490 | | | | 1,344,037 | |
| | | | | | | | | 3.5 | % | | | 31,376,445 | | | | | | 31,315,225 | | | | 26,136,578 | |
Capital Goods | | | | | | | | | | | | | | | | | | | | |
| | Carolina Atlantic Roofing Suppy LLC | | 05/28/21 | | Term Loan - 12.41%
(SOFR + 7.75%, 2.00% Floor) | | | 4.8 | % | | | 35,791,961 | | | 05/28/26 | | | 35,304,801 | | | | 35,791,961 | |
| | | | | | | | | 4.8 | % | | | 35,791,961 | | | | | | 35,304,801 | | | | 35,791,961 | |
Chemicals | | | | | | | | | | | | | | | | | | | | |
| | AGY Holdings Corp. (2) | | 09/21/20 | | Delayed Draw Term Loan - 14.73% inc PIK
(LIBOR + 10.00%, 1.50% Floor, 6.00% PIK) | | | 3.3 | % | | | 25,452,322 | | | 09/21/25 | | | 25,452,322 | | | | 24,205,159 | |
| | AGY Holdings Corp. (2) | | 09/21/20 | | Term Loan - 14.42% inc PIK
(LIBOR + 10.00%, 1.50% Floor, 6.00% PIK) | | | 3.5 | % | | | 27,671,071 | | | 09/21/25 | | | 27,671,071 | | | | 26,315,189 | |
| | AGY Holdings Corp. (2) | | 05/27/22 | | Delayed Draw Term Loan - 14.73% inc PIK
(LIBOR + 10.00%, 1.50% Floor, all PIK) | | | 0.2 | % | | | 1,277,683 | | | 06/30/23 | | | 1,277,683 | | | | 1,215,077 | |
| | | | | | | | | 7.0 | % | | | 54,401,076 | | | | | | 54,401,076 | | | | 51,735,425 | |
F-4
TCW DIRECT LENDING VII LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | |
Industry | | Issuer | | Acquisition
Date | | Investment | | % of Net
Assets | | | Par
Amount | | | Maturity
Date | | Amortized
Cost | | | Fair Value | |
| | DEBT (continued) | | | | | | | | | | | | | | | | | | |
Commercial & Professional Services | | | | | | | | | | | | | | | | | | | | |
| | Rapid Displays, Inc. | | 04/16/21 | | Term Loan - 10.65%
(LIBOR + 6.63%, 1.00% Floor) | | | 1.9 | % | | $ | 13,947,600 | | | 04/13/26 | | $ | 13,831,596 | | | $ | 13,752,334 | |
| | Rapid Displays, Inc. | | 09/29/22 | | Incremental Term Loan - 10.65%
(LIBOR + 7.00%, 1.00% Floor) | | | 0.0 | % | | | 246,862 | | | 04/13/26 | | | 241,712 | | | | 246,862 | |
| | | | | | | | | 1.9 | % | | | 14,194,462 | | | | | | 14,073,308 | | | | 13,999,196 | |
Commercial Services & Supplies | | | | | | | | | | | | | | | | | | | | |
| | Retail Services WIS Corporation | | 05/20/21 | | Term Loan - 12.48%
(7.00%, Fixed Coupon, all PIK) | | | 6.2 | % | | | 46,013,788 | | | 05/20/25 | | | 45,359,517 | | | | 46,059,802 | |
| | | | | | | | | 6.2 | % | | | 46,013,788 | | | | | | 45,359,517 | | | | 46,059,802 | |
Construction & Engineering | | | | | | | | | | | | | | | | | | | | |
| | UniTek Acquisition, Inc. | | 09/16/20 | | Delayed Draw Term Loan A - 9.76% inc PIK
(SOFR + 6.50%, 1.00% Floor, 2.00% PIK) | | | 0.2 | % | | | 1,297,786 | | | 08/20/23 | | | 801,063 | | | | 1,265,341 | |
| | UniTek Acquisition, Inc. | | 08/20/18 | | Delayed Draw Term Loan B - 10.76% inc PIK
(SOFR + 7.50%, 1.00% Floor, 2.00% PIK) | | | 0.4 | % | | | 3,505,562 | | | 08/20/24 | | | 3,505,562 | | | | 3,323,273 | |
| | UniTek Acquisition, Inc. | | 11/10/20 | | Revolver - 12.00%
(PRIME + 4.50%, 1.00% Floor) | | | 0.6 | % | | | 4,683,444 | | | 08/20/23 | | | 4,683,444 | | | | 4,566,358 | |
| | UniTek Acquisition, Inc. | | 09/16/20 | | Term Loan A - 9.76% inc PIK
(SOFR + 6.50%, 1.00% Floor, 2.00% PIK) | | | 0.9 | % | | | 6,488,936 | | | 08/20/23 | | | 4,001,579 | | | | 6,326,712 | |
| | UniTek Acquisition, Inc. | | 08/20/18 | | Term Loan B - 10.76% inc PIK
(SOFR + 7.50%, 1.00% Floor, 2.00% PIK) | | | 2.2 | % | | | 17,523,014 | | | 08/20/24 | | | 17,412,095 | | | | 16,611,817 | |
| | | | | | | | | 4.3 | % | | | 33,498,742 | | | | | | 30,403,743 | | | | 32,093,501 | |
Consumer Durables & Apparel | | | | | | | | | | | | | | | | | | | | |
| | Rocky Brands, Inc. (3) | | 03/15/21 | | Term Loan - 12.14%
(SOFR + 7.50%, 2.00% Floor) | | | 5.8 | % | | | 44,584,314 | | | 03/15/26 | | | 44,013,459 | | | | 42,845,526 | |
| | Twin Star International, Inc. | | 06/18/21 | | Term Loan - 12.23%
(SOFR + 7.50%, 1.50% Floor) | | | 3.8 | % | | | 39,489,648 | | | 06/18/26 | | | 39,147,974 | | | | 27,840,202 | |
| | | | | | | | | 9.6 | % | | | 84,073,962 | | | | | | 83,161,433 | | | | 70,685,728 | |
Consumer Services | | | | | | | | | | | | | | | | | | | | |
| | Grand Circle Corporation | | 02/26/21 | | Term Loan - 16.44%
(SOFR + 12.00%, 1.25% Floor) | | | 5.2 | % | | | 39,552,766 | | | 02/26/26 | | | 39,056,182 | | | | 38,287,077 | |
| | | | | | | | | 5.2 | % | | | 39,552,766 | | | | | | 39,056,182 | | | | 38,287,077 | |
Energy Equipment & Services | | | | | | | | | | | | | | | | | | | | |
| | Profrac Services II, LLC | | 03/04/22 | | Term Loan - 11.10%
(SOFR + 7.25%, 1.00% Floor) | | | 4.5 | % | | | 32,612,110 | | | 03/04/25 | | | 31,904,225 | | | | 33,264,352 | |
| | WDE TorcSill Holdings LLC | | 10/22/19 | | Revolver - 15.69% inc PIK
(SOFR + 11.25%, 1.50% Floor, 4.50% PIK) | | | 1.2 | % | | | 9,362,927 | | | 10/22/24 | | | 9,362,927 | | | | 8,847,966 | |
| | WDE TorcSill Holdings LLC | | 10/22/19 | | Term Loan - 15.69% inc PIK
(SOFR + 11.25%, 1.50% Floor, 4.50% PIK) | | | 3.0 | % | | | 23,192,584 | | | 10/22/24 | | | 22,994,963 | | | | 21,916,992 | |
| | | | | | | | | 8.7 | % | | | 65,167,621 | | | | | | 64,262,115 | | | | 64,029,310 | |
Food Products | | | | | | | | | | | | | | | | | | | | |
| | Hometown Food Company | | 08/31/18 | | Term Loan - 9.39%
(LIBOR + 5.00%, 1.25% Floor) | | | 2.7 | % | | | 20,218,178 | | | 08/31/23 | | | 20,157,349 | | | | 20,218,178 | |
| | Hometown Food Company | | 08/31/18 | | Revolver - 9.39%
(LIBOR + 5.00%, 1.25% Floor) | | | 0.2 | % | | | 1,176,235 | | | 08/31/23 | | | 1,176,235 | | | | 1,176,235 | |
| | | | | | | | | 2.9 | % | | | 21,394,413 | | | | | | 21,333,584 | | | | 21,394,413 | |
F-5
TCW DIRECT LENDING VII LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | |
Industry | | Issuer | | Acquisition
Date | | Investment | | % of Net
Assets | | | Par
Amount | | | Maturity
Date | | Amortized
Cost | | | Fair Value | |
| | DEBT (continued) | | | | | | | | | | | | | | | | | | |
Health Care Technology | | | | | | | | | | | | | | | | | | | | |
| | PatientPoint Health Technologies, LLC | | 03/30/21 | | Term Loan - 11.84%
(SOFR + 7.00%, 1.00% Floor) | | | 2.2 | % | | $ | 16,506,000 | | | 03/07/25 | | | 16,270,823 | | | | 16,373,952 | |
| | | | | | | | | 2.2 | % | | | 16,506,000 | | | | | | 16,270,823 | | | | 16,373,952 | |
Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | | | | | | |
| | KBP Brands, LLC | | 05/26/21 | | Delayed Draw Term Loan - 10.73% inc PIK
(SOFR + 6.00%, 0.75% Floor, 0.50% PIK) | | | 1.8 | % | | | 14,034,103 | | | 05/26/27 | | | 14,034,103 | | | | 13,009,614 | |
| | KBP Brands, LLC | | 05/26/21 | | Term Loan - 10.25% inc PIK
(SOFR + 6.00%, 0.75% Floor, 0.50% PIK) | | | 1.2 | % | | | 9,939,447 | | | 05/26/27 | | | 9,703,329 | | | | 9,213,867 | |
| | Red Lobster Management, LLC | | 01/22/21 | | Term Loan - 12.32%
(SOFR + 8.00%, 1.50% Floor) | | | 6.6 | % | | | 54,443,650 | | | 01/22/26 | | | 53,777,763 | | | | 49,053,728 | |
| | | | | | | | | 9.6 | % | | | 78,417,200 | | | | | | 77,515,195 | | | | 71,277,209 | |
Household Durables | | | | | | | | | | | | | | | | | | | | |
| | Slogic Holding Corp. (4) | | 06/29/18 | | Last Out Term Loan - 10.09%
(LIBOR + 5.96%, 1.00% Floor) | | | 3.6 | % | | | 26,681,925 | | | 10/29/26 | | | 26,656,711 | | | | 26,681,925 | |
| | | | | | | | | 3.6 | % | | | 26,681,925 | | | | | | 26,656,711 | | | | 26,681,925 | |
Household Products | | | | | | | | | | | | | | | | | | | | |
| | Greenfield World Trade, Inc. | | 03/04/19 | | Last Out Term Loan - 17.78% inc PIK
(SOFR + 13.33%, 1.50% Floor, 7.00% PIK) | | | 7.7 | % | | | 56,346,632 | | | 03/31/25 | | | 54,436,296 | | | | 56,797,405 | |
| | Greenfield World Trade, Inc. | | 08/12/21 | | Last Out Delayed Draw Term Loan - 17.78% inc PIK
(SOFR + 13.33%, 1.50% Floor, 7.00% PIK) | | | 1.6 | % | | | 11,980,543 | | | 12/31/22 | | | 10,940,072 | | | | 12,076,388 | |
| | | | | | | | | 9.3 | % | | | 68,327,175 | | | | | | 65,376,368 | | | | 68,873,793 | |
Information Technology Services | | | | | | | | | | | | | | | | | | | | |
| | Corcentric, Inc. | | 11/15/18 | | Delayed Draw Term Loan - 10.98%
(LIBOR + 6.25%, 1.50% Floor) | | | 1.6 | % | | | 12,136,640 | | | 11/15/23 | | | 12,136,640 | | | | 12,136,640 | |
| | Corcentric, Inc. | | 11/15/18 | | Term Loan - 10.98%
(LIBOR + 6.25%, 1.50% Floor) | | | 4.2 | % | | | 30,869,280 | | | 11/15/23 | | | 30,732,895 | | | | 30,869,280 | |
| | | | | | | | | 5.8 | % | | | 43,005,920 | | | | | | 42,869,535 | | | | 43,005,920 | |
Internet & Direct Marketing
Retail | | | | | | | | | | | | | | | | | | | | |
| | Altern Marketing LLC | | 09/30/20 | | First Out Term Loan - 10.69%
(SOFR + 6.00%, 2.00% Floor) | | | 1.2 | % | | | 8,673,924 | | | 10/07/24 | | | 8,591,509 | | | | 8,613,206 | |
| | Altern Marketing LLC | | 09/30/20 | | Revolver - 12.50%
(PRIME + 5.00%, 2.00% Floor) | | | 0.1 | % | | | 531,263 | | | 10/07/24 | | | 531,263 | | | | 527,544 | |
| | | | | | | | | 1.3 | % | | | 9,205,187 | | | | | | 9,122,772 | | | | 9,140,750 | |
F-6
TCW DIRECT LENDING VII LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | |
Industry | | Issuer | | Acquisition
Date | | Investment | | % of Net
Assets | | | Par
Amount | | | Maturity
Date | | Amortized
Cost | | | Fair Value | |
| | DEBT (continued) | | | | | | | | | | | | | | | | | | |
Media | | | | | | | | | | | | | | | | | | | | |
| | Encompass Digital Media, Inc. | | 10/01/18 | | Revolver - 11.92% inc PIK
(LIBOR + 7.50%, 1.25% Floor, all PIK) | | | 0.2 | % | | $ | 1,766,925 | | | 09/28/23 | | $ | 1,766,925 | | | $ | 1,560,195 | |
| | Encompass Digital Media, Inc. | | 10/01/18 | | Term Loan - 11.92% inc PIK
(LIBOR + 7.50%, 1.25% Floor, all PIK) | | | 3.6 | % | | | 30,455,589 | | | 09/28/23 | | | 30,398,230 | | | | 26,892,285 | |
| | | | | | | | | 3.8 | % | | | 32,222,514 | | | | | | 32,165,155 | | | | 28,452,480 | |
Publishing | | | | | | | | | | | | | | | | | | | | |
| | Bendon Inc. | | 12/11/20 | | Term Loan - 11.73%
(LIBOR + 7.00%, 1.00% Floor) | | | 6.3 | % | | | 49,264,770 | | | 12/11/25 | | | 48,605,744 | | | | 47,047,856 | |
| | | | | | | | | 6.3 | % | | | 49,264,770 | | | | | | 48,605,744 | | | | 47,047,856 | |
Software | | | | | | | | | | | | | | | | | | | | |
| | Mondee Holdings LLC | | 12/20/19 | | Term Loan - 13.34% inc PIK
(SOFR + 8.50%, 1.75% Floor, 3.50% PIK) | | | 10.2 | % | | | 75,063,333 | | | 12/23/24 | | | 74,196,895 | | | | 75,813,966 | |
| | | | | | | | | 10.2 | % | | | 75,063,333 | | | | | | 74,196,895 | | | | 75,813,966 | |
Textiles, Apparel & Luxury Goods | | | | | | | | | | | | | | | | | | | | |
| | Centric Brands Inc. (3) | | 10/09/20 | | Term Loan - 13.30% inc PIK
(SOFR + 9.00%, 1.00% Floor, 6.50% PIK) | | | 5.2 | % | | | 43,097,540 | | | 10/09/25 | | | 40,938,235 | | | | 38,701,591 | |
| | Centric Brands Inc. (3) | | 10/09/20 | | Revolver - 9.84%
(SOFR + 5.75%, 1.00% Floor) | | | 0.4 | % | | | 2,989,372 | | | 10/09/24 | | | 2,978,696 | | | | 2,989,372 | |
| | Hollander Intermediate LLC | | 09/19/22 | | Term Loan - 13.19%
(SOFR + 8.75%, 2.00% Floor) | | | 7.4 | % | | | 59,091,845 | | | 09/19/26 | | | 59,091,845 | | | | 55,073,599 | |
| | | | | | | | | 13.0 | % | | | 105,178,757 | | | | | | 103,008,776 | | | | 96,764,562 | |
| | Total Debt Investments | | | | | | | 142.3 | % | | | 1,104,858,821 | | | | | | 1,086,253,073 | | | | 1,054,945,230 | |
F-7
TCW DIRECT LENDING VII LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | |
Industry | | Issuer | | Acquisition
Date | | Investment | | % of Net
Assets | | | Shares | | | | | Amortized
Cost | | | Fair Value | |
| | EQUITY | | | | | | | | | | | | | | | | | | |
Aerospace & Defense | | | | | | | | | | | | | | | | | | | | |
| | TCW ND Parent Holdings LLC. (2) (5) (6) | | | | Class A Units | | | 0.0 | % | | | 4,399 | | | | | | 43,990 | | | | — | |
| | | | | | | | | 0.0 | % | | | 4,399 | | | | | | 43,990 | | | | — | |
Chemicals | | | | | | | | | | | | | | | | | | | | |
| | AGY Equity LLC (2) (5) (6) | | | | Class A Preferred Units | | | 0.0 | % | | | 7,752,414 | | | | | | — | | | | — | |
| | AGY Equity LLC (2) (5) (6) | | | | Class B Preferred Units | | | 0.0 | % | | | 10,078,138 | | | | | | — | | | | — | |
| | AGY Equity LLC (2) (5) (6) | | | | Class C Common Units | | | 0.0 | % | | | 11,241,000 | | | | | | — | | | | — | |
| | AGY Equity LLC (2) (5) (6) | | | | Class D Preferred Units | | | 0.0 | % | | | 3,997,226 | | | | | | 3,997,226 | | | | — | |
| | | | | | | | | 0.0 | % | | | 33,068,778 | | | | | | 3,997,226 | | | | — | |
Household Durables | | | | | | | | | | | | | | | | | | | | |
| | Shelterlogic Group Holdings, Inc (4) (5) (6) | | | | Common Stock | | | 4.0 | % | | | 1,254,034 | | | | | | — | | | | 29,432,178 | |
| | | | | | | | | 4.0 | % | | | 1,254,034 | | | | | | — | | | | 29,432,178 | |
Household Products | | | | | | | | | | | | | | | | | | | | |
| | Greenfield World Trade, Inc. (5) (6) | | | | Class A-1 Warrant, expires 03/25/27 | | | 0.9 | % | | | 3,959 | | | | | | 3,178,520 | | | | 6,865,228 | |
| | Greenfield World Trade, Inc. (5) (6) | | | | Class A-2 Warrant, expires 03/25/27 | | | 0.3 | % | | | 1,376 | | | | | | 1,189,508 | | | | 1,913,294 | |
| | Greenfield World Trade, Inc. (5) (6) | | | | Class A-3 Warrant, expires 03/25/27 | | | 0.0 | % | | | 116 | | | | | | 113,932 | | | | 160,520 | |
| | | | | | | | | 1.2 | % | | | 5,451 | | | | | | 4,481,960 | | | | 8,939,042 | |
Software | | | | | | | | | | | | | | | | | | | | |
| | Mondee Holdings LLC (5) (6) | | | | Class G Preferred Stock | | | 1.2 | % | | | 2,700,922 | | | | | | 1,226,708 | | | | 9,220,164 | |
| | | | | | | | | 1.2 | % | | | 2,700,922 | | | | | | 1,226,708 | | | | 9,220,164 | |
Textiles, Apparel & Luxury Goods | | | | | | | | | | | | | | | | | | | | |
| | Centric Brands GP LLC (3) (5) (6) | | | | Membership Interests | | | 0.0 | % | | | 159,658 | | | | | | — | | | | — | |
| | Centric Brands L.P. (3) (5) (6) | | | | Class A LP Interests | | | 0.0 | % | | | 159,658 | | | | | | — | | | | — | |
| | | | | | | | | 0.0 | % | | | 319,316 | | | | | | — | | | | — | |
| | Total Equity Investments | | | 6.4 | % | | | 37,352,900 | | | | | | 9,749,884 | | | | 47,591,384 | |
| | Total Debt & Equity Investments (7) | | | 148.7 | % | | | | | | | | 1,096,002,957 | | | | 1,102,536,614 | |
| | Cash Equivalents | | | | | | | | | | | | | | |
| | First American Government Obligation Fund, Yield 4.06% | | | 5.2 | % | | | 38,242,961 | | | | | | 38,242,961 | | | | 38,242,961 | |
| | Total Cash Equivalents | | | 5.2 | % | | | | | | | | 38,242,961 | | | | 38,242,961 | |
| | Total Investments (153.8%) | | | | | | | | | | $ | 1,134,245,918 | | | $ | 1,140,779,575 | |
| | Net unrealized depreciation on unfunded commitments (-0.1%) | | | | | | | | | | | | | | (770,877 | ) |
| | Liabilities in Excess of Other Assets (-53.7%) | | | | | | | | | | | | | | (398,343,218 | ) |
| | Net Assets (100.0%) | | | | | | | | | | | | | $ | 741,665,480 | |
F-8
TCW DIRECT LENDING VII LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(1)Certain debt investments are subject to contractual restrictions on resale, such as approval of the agent or borrower.
(2)As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled affiliated person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2021 and 2022 along with transactions during the year ended December 31, 2022 in these controlled investments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name of Investment | | Fair Value at
December 31,
2021 | | | Gross Addition (a) | | | Gross Reduction (b) | | | Realized Gains
(Losses) | | | Net Change in
Unrealized
Appreciation/
(Depreciation) | | | Fair Value at
December 31,
2022 | | | Interest/Dividend/
Other income | |
AGY Holdings Corp. Delayed Draw Term Loan - 14.73% inc PIK | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
AGY Holdings Corp. Delayed Draw Term Loan - 14.73% inc PIK | | | 19,425,938 | | | | 7,206,449 | | | | — | | | | — | | | | (1,212,151 | ) | | | 25,420,236 | | | | 5,686,033 | |
AGY Holdings Corp. Term Loan - 14.42% inc PIK | | | 25,005,013 | | | | 2,540,405 | | | | — | | | | — | | | | (1,230,229 | ) | | | 26,315,189 | | | | 5,854,193 | |
Navistar Defense, LLC Term Loan - 12.73% inc PIK | | | — | | | | 33,109,294 | | | | — | | | | — | | | | 1,523,175 | | | | 34,632,469 | | | | 3,354 | |
AGY Equity LLC Class A Preferred Units | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
AGY Equity LLC Class B Preferred Units | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
AGY Equity LLC Class C Common Units | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
AGY Equity LLC Class D Preferred Units | | | — | | | | 3,997,226 | | | | — | | | | — | | | | (3,997,226 | ) | | | — | | | | — | |
TCW ND Parent Holdings LLC Class A Units | | | — | | | | 43,990 | | | | — | | | | — | | | | (43,990 | ) | | | — | | | | — | |
Navistar Defense, LLC Term Loan A - 9.75% inc PIK | | | 3,244,352 | | | | 107,614 | | | | (2,307,174 | ) | | | — | | | | (1,044,792 | ) | | | — | | | | 198,952 | |
Navistar Defense, LLC Term Loan B - 9.75% inc PIK | | | 13,671,013 | | | | 772,753 | | | | (18,197,242 | ) | | | — | | | | 3,753,476 | | | | — | | | | 1,502,138 | |
Navistar Defense, LLC Term Loan C - 9.75% inc PIK | | | — | | | | 9,261,149 | | | | (9,261,149 | ) | | | — | | | | — | | | | — | | | | 1,804,531 | |
Total Controlled Affiliated investments | | $ | 61,346,316 | | | $ | 57,038,880 | | | $ | (29,765,565 | ) | | $ | — | | | $ | (2,251,737 | ) | | $ | 86,367,894 | | | $ | 15,049,201 | |
(a)Gross additions include new purchases, PIK income and amortization of original issue and market discounts.
(b)Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.
(3)The investment is not a qualifying asset as defined in Section 55(a) under the Investment Company Act of 1940, as amended. A business development company may not acquire an asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of December 31, 2022, $81,547,117 or 7.0% of the Company’s total assets were represented by “non-qualifying assets.”
(4)As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, between 5% and 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2021 and 2022 along with transactions during the period ended December 31, 2022 in these affiliated investments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name of Investment | | Fair Value at
December 31,
2021 | | | Gross Addition (a) | | | Gross Reduction (b) | | | Realized Gains
(Losses) | | | Net Change in
Unrealized
Appreciation/
(Depreciation) | | | Fair Value at
December 31,
2022 | | | Interest/Dividend/
Other income | |
Slogic Holding Corp. Last Out Term Loan - 10.09% | | $ | 26,681,925 | | | $ | 121,434 | | | $ | — | | | $ | — | | | $ | (121,434 | ) | | $ | 26,681,925 | | | $ | 2,275,402 | |
Shelterlogic Group Holdings, Inc Common Stock | | | 30,761,454 | | | | — | | | | — | | | | — | | | | (1,329,276 | ) | | | 29,432,178 | | | | — | |
Total Non-Controlled Affiliated Investments | | $ | 57,443,379 | | | $ | 121,434 | | | $ | — | | | $ | — | | | $ | (1,450,710 | ) | | $ | 56,114,103 | | | $ | 2,275,402 | |
(a)Gross additions include new purchases, PIK income and amortization of original issue and market discounts.
F-9
TCW DIRECT LENDING VII LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(b)Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.
(6)All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933, and may be deemed “restricted securities” under the Securities Act. As of December 31, 2022, the aggregate fair value of these securities was $47,591,384, or 4.1% of the Company’s total assets.
(7)The fair value of each debt and equity was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”
LIBOR - London Interbank Offered Rate, generally 1-Month or 3-Month
PRIME - Prime Rate
SOFR - Secured Overnight Financing Rate, generally 1-Month or 3-Month
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $198,299,049 and $514,779,805, respectively, for the period ended December 31, 2022. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.
| | | | |
Country Breakdown Portfolio | | | |
United States | | | 100.0 | % |
See Notes to Consolidated Financial Statements
F-10
TCW DIRECT LENDING VII LLC
Consolidated Schedule of Investments
As of December 31, 2021
| | | | | | | | | | | | | | | | | | | | | | | | |
Industry | | Issuer | | Acquisition
Date | | Investment% of Net
Assets | | % of Net
Assets | | | Par
Amount | | | Maturity
Date | | Amortized
Cost | | | Fair Value | |
| | DEBT(1) | | | | | | | | | | | | | | | | | | |
Aerospace & Defense | | | | | | | | | | | | | | | | | | | | |
| | Columbia Helicopters Inc. | | 08/20/19 | | Last Out Term Loan - 9.00%
(LIBOR + 7.50%, 1.50% Floor) | | | 3.1 | % | | $ | 29,284,398 | | | 08/20/24 | | $ | 28,969,983 | | | $ | 27,937,315 | |
| | Heligear Acquisition Co. | | 07/30/19 | | Term Loan - 8.50%
(LIBOR + 7.00%, 1.50% Floor) | | | 6.0 | % | | | 54,030,614 | | | 07/30/24 | | | 53,462,220 | | | | 54,570,919 | |
| | Karman Holdings LLC | | 12/21/20 | | Revolver - 7.75%
(LIBOR + 6.75%, 1.00% Floor) | | | 0.6 | % | | | 5,243,891 | | | 12/21/25 | | | 5,243,891 | | | | 5,207,184 | |
| | Karman Holdings LLC | | 12/21/20 | | Term Loan - 7.75%
(LIBOR + 6.75%, 1.00% Floor) | | | 7.0 | % | | | 63,913,986 | | | 12/21/25 | | | 62,788,168 | | | | 63,466,587 | |
| | Navistar Defense, LLC | | 11/30/21 | | Term Loan A - 9.75% inc PIK
(LIBOR + 8.25%, 1.50% Floor, all PIK) | | | 0.4 | % | | | 2,199,560 | | | 12/31/22 | | | 2,199,560 | | | | 3,244,352 | |
| | Navistar Defense, LLC | | 12/31/18 | | Term Loan B - 9.75% inc PIK
(LIBOR + 8.25%, 1.50% Floor, all PIK) | | | 1.5 | % | | | 17,617,285 | | | 12/31/23 | | | 17,424,489 | | | | 13,671,013 | |
| | | | | | | | | 18.6 | % | | | 172,289,734 | | | | | | 170,088,311 | | | | 168,097,370 | |
Air Freight & Logistics | | | | | | | | | | | | | | | | | | | | |
| | Need It Now Delivers, LLC | | 12/23/19 | | Last Out Delayed Draw Term Loan - 8.75%
(LIBOR + 7.00%, 1.75% Floor) | | | 0.1 | % | | | 1,402,941 | | | 12/23/24 | | | 1,402,941 | | | | 1,402,941 | |
| | Need It Now Delivers, LLC | | 12/23/19 | | Last Out Term Loan - 8.75%
(LIBOR + 7.00%, 1.75% Floor) | | | 1.5 | % | | | 13,332,824 | | | 12/23/24 | | | 13,137,818 | | | | 13,332,824 | |
| | | | | | | | | 1.6 | % | | | 14,735,765 | | | | | | 14,540,759 | | | | 14,735,765 | |
Auto Components | | | | | | | | | | | | | | | | | | | | |
| | Shipston Group U.S. Inc. | | 05/18/20 | | Last Out Term Loan - 9.00% inc PIK
(LIBOR + 7.75%, 1.25% Floor, 2.00% PIK) | | | 0.2 | % | | | 1,799,916 | | | 09/28/23 | | | 1,799,916 | | | | 1,600,126 | |
| | Shipston Group U.S. Inc. | | 09/28/18 | | Last Out Term Loan - 9.00% inc PIK
(LIBOR + 7.75%, 1.25% Floor, 2.00% PIK) | | | 2.6 | % | | | 26,947,372 | | | 09/28/23 | | | 26,803,392 | | | | 23,956,214 | |
| | | | | | | | | 2.8 | % | | | 28,747,288 | | | | | | 28,603,308 | | | | 25,556,340 | |
Beverages | | | | | | | | | | | | | | | | | | | | |
| | Westrock Coffee Company, LLC | | 02/28/20 | | Term Loan - 10.00% inc PIK
(LIBOR + 8.50%, 1.50% Floor, 0.25% PIK) | | | 7.1 | % | | | 64,620,783 | | | 02/28/25 | | | 63,914,270 | | | | 63,845,333 | |
| | | | | | | | | 7.1 | % | | | 64,620,783 | | | | | | 63,914,270 | | | | 63,845,333 | |
Capital Goods | | | | | | | | | | | | | | | | | | | | |
| | Carolina Atlantic Roofing Suppy LLC | | 05/28/21 | | Term Loan - 8.25%
(LIBOR + 7.25%, 1.00% Floor) | | | 5.2 | % | | | 45,929,200 | | | 05/28/26 | | | 45,120,283 | | | | 46,526,280 | |
| | | | | | | | | 5.2 | % | | | 45,929,200 | | | | | | 45,120,283 | | | | 46,526,280 | |
Chemicals | | | | | | | | | | | | | | | | | | | | |
| | AGY Holdings Corp. (2) | | 09/21/20 | | Delayed Draw Term Loan - 11.50% inc PIK
(LIBOR + 10.00%, 1.50% Floor, 6.00% PIK) | | | 2.1 | % | | | 19,523,556 | | | 09/21/25 | | | 19,523,556 | | | | 19,425,938 | |
| | AGY Holdings Corp. (2) | | 09/21/20 | | Term Loan - 11.50% inc PIK
(LIBOR + 10.00%, 1.50% Floor, 6.00% PIK) | | | 2.8 | % | | | 25,130,666 | | | 09/21/25 | | | 25,130,666 | | | | 25,005,013 | |
| | | | | | | | | 4.9 | % | | | 44,654,222 | | | | | | 44,654,222 | | | | 44,430,951 | |
Commercial & Professional Services | | | | | | | | | | | | | | | | | | | | |
| | Rapid Displays, Inc. | | 04/16/21 | | Term Loan - 7.63%
(LIBOR + 6.63%, 1.00% Floor) | | | 1.6 | % | | | 14,089,200 | | | 04/13/26 | | | 13,936,315 | | | | 14,230,092 | |
| | | | | | | | | 1.6 | % | | | 14,089,200 | | | | | | 13,936,315 | | | | 14,230,092 | |
Commercial Services & Supplies | | | | | | | | | | | | | | | | | | | | |
| | Clover Imaging Group, LLC | | 12/16/19 | | Term Loan - 9.00%
(LIBOR + 7.50%, 1.50% Floor) | | | 0.8 | % | | | 7,352,661 | | | 12/16/24 | | | 7,265,351 | | | | 7,293,840 | |
| | Retail Services WIS Corporation | | 05/20/21 | | Term Loan - 8.75%
(LIBOR + 7.75%, 1.00% Floor) | | | 6.7 | % | | | 58,621,697 | | | 05/20/25 | | | 57,420,831 | | | | 60,380,347 | |
| | | | | | | | | 7.5 | % | | | 65,974,358 | | | | | | 64,686,182 | | | | 67,674,187 | |
F-11
TCW DIRECT LENDING VII LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2021
| | | | | | | | | | | | | | | | | | | | | | | | |
Industry | | Issuer | | Acquisition
Date | | Investment% of Net
Assets | | % of Net
Assets | | | Par
Amount | | | Maturity
Date | | Amortized
Cost | | | Fair Value | |
| | DEBT (continued) | | | | | | | | | | | | | | | | | | |
Construction & Engineering | | | | | | | | | | | | | | | | | | | | |
| | UniTek Acquisition, Inc. | | 09/16/20 | | Delayed Draw Term Loan A - 7.50% inc PIK
(LIBOR + 6.50%, 1.00% Floor, 2.00% PIK) | | | 0.1 | % | | $ | 1,472,938 | | | 08/20/23 | | $ | 849,265 | | | $ | 1,352,157 | |
| | UniTek Acquisition, Inc. | | 08/20/18 | | Delayed Draw Term Loan B - 8.50% inc PIK
(LIBOR + 7.50%, 1.00% Floor, 2.00% PIK) | | | 0.3 | % | | | 3,438,938 | | | 08/20/24 | | | 3,438,938 | | | | 3,009,071 | |
| | UniTek Acquisition, Inc. | | 11/10/20 | | Revolver - 7.75%
(Prime + 4.50%, 1.00% Floor) | | | 0.1 | % | | | 1,501,481 | | | 08/20/23 | | | 1,501,481 | | | | 1,378,360 | |
| | UniTek Acquisition, Inc. | | 09/16/20 | | Term Loan A - 7.50% inc PIK
(LIBOR + 6.50%, 1.00% Floor, 2.00% PIK) | | | 0.7 | % | | | 7,364,691 | | | 08/20/23 | | | 4,244,394 | | | | 6,760,787 | |
| | UniTek Acquisition, Inc. | | 08/20/18 | | Term Loan B - 8.50% inc PIK
(LIBOR + 7.50%, 1.00% Floor, 2.00% PIK) | | | 1.7 | % | | | 17,195,660 | | | 08/20/24 | | | 17,016,683 | | | | 15,046,203 | |
| | | | | | | | | 2.9 | % | | | 30,973,708 | | | | | | 27,050,761 | | | | 27,546,578 | |
Construction Materials | | | | | | | | | | | | | | | | | | | | |
| | United Poly Systems Holding, Inc. | | 12/28/20 | | Mezzanine Loan - 13.00% inc PIK
(13.00% Fixed Coupon, all PIK) | | | 0.8 | % | | | 8,039,430 | | | 12/31/25 | | | 8,039,430 | | | | 7,589,222 | |
| | | | | | | | | 0.8 | % | | | 8,039,430 | | | | | | 8,039,430 | | | | 7,589,222 | |
Consumer Durables & Apparel | | | | | | | | | | | | | | | | | | | | |
| | Rocky Brands, Inc. (3) | | 03/15/21 | | Term Loan - 8.00%
(LIBOR + 7.00%, 1.00% Floor) | | | 5.4 | % | | | 48,888,419 | | | 03/15/26 | | | 48,067,008 | | | | 48,888,419 | |
| | Twin Star International, Inc. | | 06/18/21 | | Term Loan - 8.50%
(LIBOR + 7.50%, 1.00% Floor) | | | 4.4 | % | | | 41,670,600 | | | 06/18/26 | | | 41,205,914 | | | | 39,378,717 | |
| | | | | | | | | 9.8 | % | | | 90,559,019 | | | | | | 89,272,922 | | | | 88,267,136 | |
Consumer Services | | | | | | | | | | | | | | | | | | | | |
| | Grand Circle Corporation | | 02/26/21 | | Term Loan - 11.75%
(LIBOR + 10.50%, 1.25% Floor) | | | 4.5 | % | | | 40,363,826 | | | 02/26/26 | | | 39,693,159 | | | | 40,363,826 | |
| | | | | | | | | 4.5 | % | | | 40,363,826 | | | | | | 39,693,159 | | | | 40,363,826 | |
Energy Equipment & Services | | | | | | | | | | | | | | | | | | | | |
| | Profrac Services, LLC | | 09/07/18 | | Term Loan - 9.75%
(LIBOR + 8.50%, 1.25% Floor) | | | 5.6 | % | | | 51,155,454 | | | 09/07/23 | | | 50,111,882 | | | | 50,797,366 | |
| | WDE TorcSill Holdings LLC | | 10/22/19 | | Revolver - 11.00% inc PIK
(LIBOR + 9.50%, 1.50% Floor, 2.75% PIK) | | | 0.8 | % | | | 7,576,182 | | | 10/22/24 | | | 7,576,182 | | | | 7,212,526 | |
| | WDE TorcSill Holdings LLC | | 10/22/19 | | Term Loan - 11.00% inc PIK
(LIBOR + 9.50%, 1.50% Floor, 2.75% PIK) | | | 2.7 | % | | | 25,675,963 | | | 10/22/24 | | | 25,320,833 | | | | 24,443,517 | |
| | | | | | | | | 9.1 | % | | | 84,407,599 | | | | | | 83,008,897 | | | | 82,453,409 | |
Food Products | | | | | | | | | | | | | | | | | | | | |
| | Hometown Food Company | | 08/31/18 | | Term Loan - 6.25%
(LIBOR + 5.00%, 1.25% Floor) | | | 2.4 | % | | | 22,143,719 | | | 08/31/23 | | | 21,976,613 | | | | 22,143,719 | |
| | | | | | | | | 2.4 | % | | | 22,143,719 | | | | | | 21,976,613 | | | | 22,143,719 | |
Health Care Technology | | | | | | | | | | | | | | | | | | | | |
| | PatientPoint Health Technologies, LLC | | 03/30/21 | | Term Loan - 8.00%
(LIBOR + 7.00%, 1.00% Floor) | | | 1.9 | % | | | 16,674,000 | | | 03/07/25 | | | 16,303,792 | | | | 16,774,044 | |
| | | | | | | | | 1.9 | % | | | 16,674,000 | | | | | | 16,303,792 | | | | 16,774,044 | |
Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | | | | | | |
| | FM Restaurants Holdco, LLC | | 11/25/19 | | Term Loan - 9.75%
(LIBOR + 8.00%, 1.75% Floor) | | | 2.3 | % | | | 20,961,949 | | | 11/22/23 | | | 20,714,706 | | | | 20,961,949 | |
| | KBP Brands, LLC | | 05/26/21 | | Delayed Draw Term Loan - 5.75%
(LIBOR + 5.00%, 0.75% Floor) | | | 1.5 | % | | | 13,744,248 | | | 05/26/27 | | | 13,744,248 | | | | 13,716,759 | |
| | KBP Brands, LLC | | 05/26/21 | | Term Loan - 5.75%
(LIBOR + 5.00%, 0.75% Floor) | | | 1.1 | % | | | 9,970,509 | | | 05/26/27 | | | 9,679,005 | | | | 9,950,568 | |
| | Red Lobster Management, LLC | | 01/22/21 | | Term Loan - 8.50%
(LIBOR + 7.50%, 1.00% Floor) | | | 6.1 | % | | | 55,031,940 | | | 01/22/26 | | | 54,138,651 | | | | 54,976,908 | |
| | | | | | | | | 11.0 | % | | | 99,708,646 | | | | | | 98,276,610 | | | | 99,606,184 | |
F-12
TCW DIRECT LENDING VII LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2021
| | | | | | | | | | | | | | | | | | | | | | | | |
Industry | | Issuer | | Acquisition
Date | | Investment% of Net
Assets | | % of Net
Assets | | | Par
Amount | | | Maturity
Date | | Amortized
Cost | | | Fair Value | |
| | DEBT (continued) | | | | | | | | | | | | | | | | | | |
Household & Personal Products | | | | | | | | | | | | | | | | | | | | |
| | Obagi Cosmeceuticals LLC | | 03/16/21 | | Revolver - 8.50%
(LIBOR + 7.50%, 1.00% Floor) | | | 0.8 | % | | $ | 6,784,800 | | | 03/16/26 | | $ | 6,784,800 | | | $ | 6,784,800 | |
| | Obagi Cosmeceuticals LLC | | 03/16/21 | | Term Loan - 8.50%
(LIBOR + 7.50%, 1.00% Floor) | | | 5.6 | % | | | 49,382,036 | | | 03/16/26 | | | 48,173,082 | | | | 50,715,351 | |
| | | | | | | | | 6.4 | % | | | 56,166,836 | | | | | | 54,957,882 | | | | 57,500,151 | |
Household Durables | | | | | | | | | | | | | | | | | | | | |
| | Slogic Holding Corp. (4) | | 06/29/18 | | Last Out Term Loan - 7.00%
(LIBOR + 6.00%, 1.00% Floor) | | | 3.0 | % | | | 26,681,925 | | | 10/29/26 | | | 26,535,277 | | | | 26,681,925 | |
| | | | | | | | | 3.0 | % | | | 26,681,925 | | | | | | 26,535,277 | | | | 26,681,925 | |
Household Products | | | | | | | | | | | | | | | | | | | | |
| | Greenfield World Trade, Inc. | | 08/12/21 | | Last Out Delayed Draw Term Loan - 14.83% inc PIK
(LIBOR + 13.33%, 1.50% Floor, 7.00% PIK) | | | 1.1 | % | | | 10,073,456 | | | 12/31/22 | | | 8,919,377 | | | | 10,385,734 | |
| | Greenfield World Trade, Inc. | | 03/04/19 | | Last Out Term Loan - 14.83% inc PIK
(LIBOR + 13.33%, 1.50% Floor, 7.00% PIK) | | | 5.8 | % | | | 51,136,809 | | | 03/31/25 | | | 48,505,930 | | | | 52,108,408 | |
| | | | | | | | | 6.9 | % | | | 61,210,265 | | | | | | 57,425,307 | | | | 62,494,142 | |
Information Technology Services | | | | | | | | | | | | | | | | | | | | |
| | Corcentric, Inc. | | 11/15/18 | | Delayed Draw Term Loan - 8.50%
(LIBOR + 7.00%, 1.50% Floor) | | | 1.4 | % | | | 12,400,480 | | | 11/15/23 | | | 12,400,480 | | | | 12,400,480 | |
| | Corcentric, Inc. | | 11/15/18 | | Term Loan - 8.50%
(LIBOR + 7.00%, 1.50% Floor) | | | 3.5 | % | | | 31,528,880 | | | 11/15/23 | | | 31,229,645 | | | | 31,528,880 | |
| | | | | | | | | 4.9 | % | | | 43,929,360 | | | | | | 43,630,125 | | | | 43,929,360 | |
Internet & Direct Marketing
Retail | | | | | | | | | | | | | | | | | | | | |
| | Altern Marketing LLC | | 09/30/20 | | First Out Term Loan - 8.00%
(LIBOR + 6.00%, 2.00% Floor) | | | 1.2 | % | | | 11,033,313 | | | 10/07/24 | | | 10,883,200 | | | | 11,165,713 | |
| | | | | | | | | 1.2 | % | | | 11,033,313 | | | | | | 10,883,200 | | | | 11,165,713 | |
Media | | | | | | | | | | | | | | | | | | | | |
| | Encompass Digital Media, Inc. | | 10/01/18 | | Revolver - 8.75%
(LIBOR + 7.50%, 1.25% Floor) | | | 0.1 | % | | | 866,591 | | | 09/28/23 | | | 866,591 | | | | 866,591 | |
| | Encompass Digital Media, Inc. | | 10/01/18 | | Term Loan - 8.75% inc PIK
(LIBOR + 7.50%, 1.25% Floor, 1.13% PIK) | | | 3.3 | % | | | 29,959,514 | | | 09/28/23 | | | 29,822,972 | | | | 29,959,514 | |
| | Winsight, LLC | | 11/15/18 | | Revolver - 12.00% inc PIK
(LIBOR + 11.00%, 1.00% Floor, 4.00% PIK) | | | 0.2 | % | | | 1,566,816 | | | 04/01/24 | | | 1,566,816 | | | | 1,479,074 | |
| | Winsight, LLC | | 11/15/18 | | Term Loan - 12.00% inc PIK
(LIBOR + 11.00%, 1.00% Floor, 4.00% PIK) | | | 2.2 | % | | | 20,992,166 | | | 04/01/24 | | | 20,776,633 | | | | 19,816,605 | |
| | | | | | | | | 5.8 | % | | | 53,385,087 | | | | | | 53,033,012 | | | | 52,121,784 | |
Packaging | | | | | | | | | | | | | | | | | | | | |
| | Hoover Group, Inc. | | 10/01/20 | | Term Loan - 9.75%
(LIBOR + 8.50%, 1.25% Floor) | | | 3.2 | % | | | 30,200,733 | | | 10/01/24 | | | 29,785,654 | | | | 28,751,098 | |
| | | | | | | | | 3.2 | % | | | 30,200,733 | | | | | | 29,785,654 | | | | 28,751,098 | |
Personal Products | | | | | | | | | | | | | | | | | | | | |
| | Voyant Beauty Holdings, Inc. | | 08/20/20 | | Term Loan - 10.50% inc PIK
(LIBOR + 9.00%, 1.50% Floor, 0.50% PIK) | | | 5.5 | % | | | 51,444,798 | | | 08/20/25 | | | 50,378,380 | | | | 49,747,120 | |
| | | | | | | | | 5.5 | % | | | 51,444,798 | | | | | | 50,378,380 | | | | 49,747,120 | |
Publishing | | | | | | | | | | | | | | | | | | | | |
| | Bendon Inc. | | 12/11/20 | | Term Loan - 8.00%
(LIBOR + 7.00%, 1.00% Floor) | | | 5.5 | % | | | 51,931,651 | | | 12/11/25 | | | 51,001,075 | | | | 49,802,454 | |
| | | | | | | | | 5.5 | % | | | 51,931,651 | | | | | | 51,001,075 | | | | 49,802,454 | |
F-13
TCW DIRECT LENDING VII LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2021
| | | | | | | | | | | | | | | | | | | | | | | | |
Industry | | Issuer | | Acquisition
Date | | Investment% of Net
Assets | | % of Net
Assets | | | Par
Amount | | | Maturity
Date | | Amortized
Cost | | | Fair Value | |
| | DEBT (continued) | | | | | | | | | | | | | | | | | | |
Software | | | | | | | | | | | | | | | | | | | | |
| | Mondee Holdings LLC | | 12/20/19 | | Term Loan - 12.25% inc PIK
(LIBOR + 10.50%, 1.75% Floor, all PIK) | | | 9.7 | % | | $ | 91,567,657 | | | 12/23/24 | | $ | 89,880,283 | | | $ | 87,538,679 | |
| | | | | | | | | 9.7 | % | | | 91,567,657 | | | | | | 89,880,283 | | | | 87,538,679 | |
Textiles, Apparel & Luxury Goods | | | | | | | | | | | | | | | | | | | | |
| | Centric Brands Inc. (3) | | 10/09/20 | | Revolver - 6.50%
(LIBOR + 5.50%, 1.00% Floor) | | | 0.2 | % | | | 1,382,456 | | | 10/09/24 | | | 1,382,456 | | | | 1,382,456 | |
| | Centric Brands Inc. (3) | | 10/09/20 | | Term Loan - 10.00% inc PIK
(LIBOR + 9.00%, 1.00% Floor, all PIK) | | | 4.1 | % | | | 38,828,277 | | | 10/09/25 | | | 35,890,170 | | | | 36,809,207 | |
| | Keeco Holdings, LLC | | 09/19/18 | | Term Loan - 10.75% inc PIK
(LIBOR + 9.00%, 1.75% Floor, 1.25% PIK) | | | 6.2 | % | | | 57,478,402 | | | 03/15/24 | | | 57,013,228 | | | | 55,811,528 | |
| | | | | | | | | 10.5 | % | | | 97,689,135 | | | | | | 94,285,854 | | | | 94,003,191 | |
| | Total Debt Investments | | | | | | | 154.3 | % | | | | | | | | 1,390,961,883 | | | | 1,393,576,053 | |
| | | | | | | | | | | | | | | | | | | | |
| | EQUITY | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Shares | | | | | Amortized
Cost | | | Fair Value | |
Chemicals | | | | | | | | | | | | | | | | | | | | |
| | AGY Equity LLC (2) (5) (6) | | | | Class A Preferred Units | | | 0.0 | % | | | 7,752,414 | | | | | $ | — | | | $ | — | |
| | AGY Equity LLC (2) (5) (6) | | | | Class B Preferred Units | | | 0.0 | % | | | 10,078,138 | | | | | | — | | | | — | |
| | AGY Equity LLC (2) (5) (6) | | | | Class C Common Units | | | 0.0 | % | | | 11,241,000 | | | | | | — | | | | — | |
| | | | | | | | | 0.0 | % | | | 29,071,552 | | | | | | — | | | | — | |
Construction Materials | | | | | | | | | | | | | | | | | | | | |
| | United Poly Systems Holding, Inc. (5) (6) | | | | Common Stock | | | 0.0 | % | | | 7,550 | | | | | | 755,000 | | | | — | |
| | | | | | | | | 0.0 | % | | | 7,550 | | | | | | 755,000 | | | | — | |
Household Durables | | | | | | | | | | | | | | | | | | | | |
| | Shelterlogic Group Holdings, Inc (4) (5) (6) | | | | Common Stock | | | 3.4 | % | | | 1,254,034 | | | | | | — | | | | 30,761,454 | |
| | | | | | | | | 3.4 | % | | | 1,254,034 | | | | | | — | | | | 30,761,454 | |
Household Products | | | | | | | | | | | | | | | | | | | | |
| | Greenfield World Trade, Inc. (5) (6) | | | | Class A-1 Warrant, expires 03/25/27 | | | 0.6 | % | | | 3,869 | | | | | | 3,059,379 | | | | 5,506,150 | |
| | Greenfield World Trade, Inc. (5) (6) | | | | Class A-2 Warrant, expires 03/25/27 | | | 0.2 | % | | | 1,345 | | | | | | 1,158,446 | | | | 1,445,527 | |
| | | | | | | | | 0.8 | % | | | 5,214 | | | | | | 4,217,824 | | | | 6,951,677 | |
Software | | | | | | | | | | | | | | | | | | | | |
| | Mondee Holdings LLC (5) (6) | | | | Class G Preferred Stock | | | 0.2 | % | | | 1,226,708 | | | | | | 1,226,708 | | | | 2,122,205 | |
| | | | | | | | | 0.2 | % | | | 1,226,708 | | | | | | 1,226,708 | | | | 2,122,205 | |
Textiles, Apparel & Luxury Goods | | | | | | | | | | | | | | | | | | | | |
| | Centric Brands L.P. (3) (5) (6) | | | | Membership Interests | | | 0.0 | % | | | 159,658 | | | | | | — | | | | — | |
| | Centric Brands L.P. (3) (5) (6) | | | | Class A LP Interests | | | 0.0 | % | | | 159,658 | | | | | | — | | | | — | |
| | | | | | | | | 0.0 | % | | | 319,316 | | | | | | — | | | | — | |
| | Total Equity Investments | | | | | | | 4.4 | % | | | | | | | | 6,199,532 | | | | 39,835,336 | |
| | Total Debt & Equity Investments (7) | | | | | | | 158.7 | % | | | | | | | | 1,397,161,415 | | | | 1,433,411,389 | |
| | Total Investments (158.7%) | | | | | | | | | | | | | | $ | 1,397,161,415 | | | $ | 1,433,411,389 | |
| | Net unrealized depreciation on unfunded commitments (-0.1%) | | | | | | | | | | | | | | | | | | (716,390 | ) |
| | Liabilities in Excess of Other Assets (-58.6%) | | | | | | | | | | | | | | | | (529,399,496 | ) |
| | Net Assets (100.0%) | | | | | | | | | | | | | | | | | $ | 903,295,503 | |
(1)Certain debt investments are subject to contractual restrictions on resale, such as approval of the agent or borrower.
F-14
TCW DIRECT LENDING VII LLC
Consolidated Schedule of Investments (Continued)
As of December 31, 2021
(2)As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled affiliated person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2020 and 2021 along with transactions during the year ended December 31, 2021 in these controlled investments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name of Investment | | Fair Value at
December 31,
2020 | | | Gross
Additions(a) | | | Gross
Reductions(b) | | | Realized
Gains
(Losses) | | | Net
Change in
Unrealized
Appreciation/
(Depreciation) | | | Fair Value at
December 31,
2021 | | | Interest/
Dividend/
Other
Income | |
AGY Holdings Corp. Opco Term Loan - 11.50% inc. PIK | | $ | 3,391,067 | | | $ | 16,132,489 | | | $ | — | | | $ | — | | | $ | (97,618 | ) | | $ | 19,425,938 | | | $ | 3,094,020 | |
AGY Holdings Corp. PIK Holdco Term Loan - 11.50% inc. PIK | | | 23,651,102 | | | | 1,479,564 | | | | — | | | | — | | | | (125,653 | ) | | | 25,005,013 | | | | 2,946,431 | |
AGY Holdings Corp. Class A Preferred units | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
AGY Holdings Corp. Class B Preferred units | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
AGY Holdings Corp. Class C Common units | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Total Controlled Affiliated investments | | $ | 27,042,169 | | | $ | 17,612,053 | | | $ | — | | | $ | — | | | $ | (223,271 | ) | | $ | 44,430,951 | | | $ | 6,040,451 | |
(a)Gross additions include new purchases, PIK income and amortization of original issue and market discounts.
(b)Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.
(3)The investment is not a qualifying asset as defined in Section 55(a) under the Investment Company Act of 1940, as amended. A business development company may not acquire an asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of December 31, 2021, $87,080,082 or 5.5% of the Company’s total assets were represented by “non—qualifying assets.”
(4)As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, between 5% and 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2020 and 2021 along with transactions during the year ended December 31, 2021 in these affiliated investments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name of Investment | | Fair Value at
December 31,
2020 | | | Gross
Additions(a) | | | Gross
Reductions(b) | | | Realized
Gains
(Losses) | | | Net
Change in
Unrealized
Appreciation/
(Depreciation) | | | Fair Value at
December 31,
2021 | | | Interest/
Dividend/
Other
Income | |
Shelterlogic Group Holdings, Inc. Common Stock | | $ | 9,578,443 | | | $ | — | | | $ | — | | | $ | — | | | $ | 21,183,011 | | | $ | 30,761,454 | | | $ | — | |
Slogic Holding Corp. Last Out Term Loan - 7.00% | | | 27,252,661 | | | | — | | | | (582,328 | ) | | | — | | | | 11,592 | | | | 26,681,925 | | | | 1,971,455 | |
Total Non-Controlled Affiliated Investments | | $ | 36,831,104 | | | $ | — | | | $ | (582,328 | ) | | $ | — | | | $ | 21,194,603 | | | $ | 57,443,379 | | | $ | 1,971,455 | |
(a)Gross additions include new purchases, PIK income and amortization of original issue and market discounts.
(b)Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.
(6)All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933 and may be deemed “restricted securities” under the Securities Act. As of December 31, 2021, the aggregate fair value of these securities was $39,835,336, or 2.5% of the Company’s total assets.
(7)The fair value of each debt and equity was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”
LIBOR - London Interbank Offered Rate, generally 1-Month or 3-Month
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $604,501,688 and $621,092,362 respectively, for the year ended December 31, 2021. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.
| | | | |
Country Breakdown Portfolio | | | |
United States | | | 100.0 | % |
See Notes to Consolidated Financial Statements
F-15
TCW DIRECT LENDING VII LLC
Consolidated Statements of Assets and Liabilities
(Dollar amounts in thousands, except unit data)
| | | | | | | | |
| | As of December 31, | |
| | 2022 | | | 2021 | |
Assets | | | | | | |
Investments, at fair value | | | | | | |
Non-controlled/non-affiliated investments (amortized cost of $977,794 and
$1,325,972, respectively) | | $ | 960,055 | | | $ | 1,331,537 | |
Non-controlled affiliated investments (amortized cost of $26,657 and
$26,535, respectively) | | | 56,114 | | | | 57,443 | |
Controlled affiliated investments (amortized cost of $91,552 and
$44,654, respectively) | | | 86,368 | | | | 44,431 | |
Cash and cash equivalents | | | 47,657 | | | | 113,687 | |
Interest receivable | | | 11,632 | | | | 6,939 | |
Receivable for investments sold | | | 605 | | | | — | |
Deferred financing costs | | | 221 | | | | 2,817 | |
Due from Adviser | | | 157 | | | | 467 | |
Prepaid and other assets | | | 103 | | | | 104 | |
Total Assets | | $ | 1,162,912 | | | $ | 1,557,425 | |
Liabilities | | | | | | |
Term loan (net of $1,576 and $1,113 of deferred financing costs, respectively) | | $ | 335,424 | | | $ | 246,387 | |
Incentive fee payable | | | 76,266 | | | | 58,549 | |
Management fees payable | | | 4,177 | | | | 5,247 | |
Interest and credit facilities expense payable | | | 4,130 | | | | 2,520 | |
Unrealized depreciation on unfunded commitments | | | 771 | | | | 716 | |
Revolving credit facilities payable | | | — | | | | 340,500 | |
Other accrued expenses and other liabilities | | | 479 | | | | 210 | |
Total Liabilities | | $ | 421,247 | | | $ | 654,129 | |
Commitments and Contingencies (Note 5) | | | | | | |
Members’ Capital | | | | | | |
Common Unitholders’ commitment (13,734,010 units issued and outstanding) | | $ | 1,373,401 | | | $ | 1,373,401 | |
Common Unitholders’ undrawn commitment (13,734,010 units issued and outstanding) | | | (165,401 | ) | | | (165,401 | ) |
Common Unitholders’ return of capital | | | (387,434 | ) | | | (271,342 | ) |
Common Unitholders’ offering costs | | | (633 | ) | | | (633 | ) |
Accumulated Common Unitholders’ tax reclassification | | | (1,865 | ) | | | (1,865 | ) |
Common Unitholders’ capital | | | 818,068 | | | | 934,160 | |
Accumulated loss | | | (76,403 | ) | | | (30,864 | ) |
Total Members’ Capital | | $ | 741,665 | | | $ | 903,296 | |
Total Liabilities and Members’ Capital | | $ | 1,162,912 | | | $ | 1,557,425 | |
Net Asset Value Per Unit (Note 10) | | $ | 66.04 | | | $ | 77.81 | |
See Notes to Consolidated Financial Statements.
F-16
TCW DIRECT LENDING VII LLC
Consolidated Statements of Operations
(Dollar amounts in thousands, except unit data)
| | | | | | | | | | | | |
| | For the Year Ended December 31, | |
| | 2022 | | | 2021 | | | 2020 | |
Investment Income | | | | | | | | | |
Non-controlled/non-affiliated investments: | | | | | | | | | |
Interest income | | $ | 118,796 | | | $ | 128,042 | | | $ | 121,761 | |
Interest income paid-in-kind | | | 23,161 | | | | 26,359 | | | | 20,664 | |
Other fee income | | | 790 | | | | 984 | | | | 380 | |
Non-controlled affiliated investments: | | | | | | | | | |
Interest income | | | 2,275 | | | | 1,971 | | | | 2,603 | |
Controlled affiliated investments: | | | | | | | | | |
Interest income | | | 8,838 | | | | 3,416 | | | | 837 | |
Interest income paid-in-kind | | | 6,192 | | | | 2,624 | | | | 426 | |
Other fee income | | | 19 | | | | — | | | | 10 | |
Total investment income | | | 160,071 | | | | 163,396 | | | | 146,681 | |
Expenses | | | | | | | | | |
Interest and credit facility expenses | | | 22,300 | | | | 16,855 | | | | 22,734 | |
Management fees | | | 18,756 | | | | 21,387 | | | | 19,813 | |
Incentive fees | | | 17,717 | | | | 43,271 | | | | 3,130 | |
Administrative fees | | | 1,299 | | | | 1,482 | | | | 1,404 | |
Professional fees | | | 1,116 | | | | 1,313 | | | | 1,261 | |
Directors’ fees | | | 394 | | | | 399 | | | | 391 | |
Other expenses | | | 238 | | | | 1,392 | | | | 820 | |
Total expenses | | | 61,820 | | | | 86,099 | | | | 49,553 | |
Expenses reimbursed by the Adviser | | | (157 | ) | | | (467 | ) | | | (1,023 | ) |
Net expenses | | | 61,663 | | | | 85,632 | | | | 48,530 | |
Net investment income | | $ | 98,408 | | | $ | 77,764 | | | $ | 98,151 | |
Net realized and unrealized gain (loss) on investments | | | | | | | | | |
Net realized gain (loss): | | | | | | | | | |
Non-controlled/non-affiliated investments | | $ | 2,232 | | | $ | 2,049 | | | $ | (20,748 | ) |
Net change in unrealized (depreciation)/appreciation: | | | | | | | | | |
Non-controlled/non-affiliated investments | | | (26,068 | ) | | | 11,014 | | | | (19,013 | ) |
Non-controlled affiliated investments | | | (1,451 | ) | | | 21,195 | | | | 11,412 | |
Controlled affiliated investments | | | (2,252 | ) | | | (223 | ) | | | — | |
Net realized and unrealized (loss) gain on investments | | $ | (27,539 | ) | | $ | 34,035 | | | $ | (28,349 | ) |
Net increase in Members’ Capital from operations | | $ | 70,869 | | | $ | 111,799 | | | $ | 69,802 | |
Basic and diluted: | | | | | | | | | |
Income per unit | | $ | 5.16 | | | $ | 8.14 | | | $ | 5.08 | |
See Notes to Consolidated Financial Statements.
F-17
TCW DIRECT LENDING VII LLC
Consolidated Statements of Changes in Members’ Capital
(Dollar amounts in thousands, except unit data)
| | | | | | | | | | | | |
| | Common
Unitholders’
Capital | | | Accumulated
Earnings (Loss) | | | Total | |
Members’ Capital at December 31, 2019 | | $ | 817,863 | | | $ | (1,633 | ) | | $ | 816,230 | |
Net Increase (Decrease) in Members’ Capital Resulting from Operations: | | | | | | | | | |
Net investment income | | | — | | | | 98,151 | | | | 98,151 | |
Net realized loss on investments | | | — | | | | (20,748 | ) | | | (20,748 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | — | | | | (7,601 | ) | | | (7,601 | ) |
Distributions to Members from: | | | | | | | | | |
Distributable earnings | | | — | | | | (96,591 | ) | | | (96,591 | ) |
Return of capital | | | (49,044 | ) | | | — | | | | (49,044 | ) |
Increase in Members’ Capital Resulting from Capital Activity: | | | | | | | | | |
Contributions | | | 90,000 | | | | — | | | | 90,000 | |
Total Increase (Decrease) in Members’ Capital for the year ended December 31, 2020 | | | 40,956 | | | | (26,789 | ) | | | 14,167 | |
Members’ Capital at December 31, 2020 | | $ | 858,819 | | | $ | (28,422 | ) | | $ | 830,397 | |
Net Increase in Members’ Capital Resulting from Operations: | | | | | | | | | |
Net investment income | | | — | | | | 77,764 | | | | 77,764 | |
Net realized gain on investments | | | — | | | | 2,049 | | | | 2,049 | |
Net change in unrealized appreciation/(depreciation) on investments | | | — | | | | 31,986 | | | | 31,986 | |
Distributions to Members from: | | | | | | | | | |
Distributable earnings | | | — | | | | (114,241 | ) | | | (114,241 | ) |
Return of capital | | | (217,659 | ) | | | — | | | | (217,659 | ) |
Increase in Members’ Capital Resulting from Capital Activity: | | | | | | | | | |
Contributions | | | 293,000 | | | | — | | | | 293,000 | |
Total Increase (Decrease) in Members’ Capital for the year ended December 31, 2021 | | | 75,341 | | | | (2,442 | ) | | | 72,899 | |
Members’ Capital at December 31, 2021 | | $ | 934,160 | | | $ | (30,864 | ) | | $ | 903,296 | |
Net Increase (Decrease) in Members’ Capital Resulting from Operations: | | | | | | | | | |
Net investment income | | | — | | | | 98,408 | | | | 98,408 | |
Net realized gain on investments | | | — | | | | 2,232 | | | | 2,232 | |
Net change in unrealized appreciation/(depreciation) on investments | | | — | | | | (29,771 | ) | | | (29,771 | ) |
Distributions to Members from: | | | | | | | | | |
Distributable earnings | | | — | | | | (116,408 | ) | | | (116,408 | ) |
Return of capital | | | (116,092 | ) | | | — | | | | (116,092 | ) |
Total Decrease in Members’ Capital for the year ended December 31, 2022 | | | (116,092 | ) | | | (45,539 | ) | | | (161,631 | ) |
Members’ Capital at December 31, 2022 | | $ | 818,068 | | | $ | (76,403 | ) | | $ | 741,665 | |
See Notes to Consolidated Financial Statements.
F-18
TCW DIRECT LENDING VII LLC
Consolidated Statements of Cash Flows
(Dollar amounts in thousands, except unit data)
| | | | | | | | | | | | |
| | For the Year Ended December 31, | |
| | 2022 | | | 2021 | | | 2020 | |
Cash Flows from Operating Activities | | | | | | | | | |
Net increase in net assets resulting from operations | | $ | 70,869 | | | $ | 111,799 | | | $ | 69,802 | |
Adjustments to reconcile the net (decrease) increase in net assets resulting
from operations to net cash provided by (used in) operating activities: | | | | | | | | | |
Purchases of investments | | | (168,946 | ) | | | (575,519 | ) | | | (670,525 | ) |
Purchases of short-term investments | | | — | | | | — | | | | (599,748 | ) |
Interest income paid-in-kind | | | (29,353 | ) | | | (28,983 | ) | | | (21,090 | ) |
Proceeds from sales and paydowns of investments | | | 514,175 | | | | 621,092 | | | | 639,529 | |
Net realized (gain) loss on investments | | | (2,232 | ) | | | (2,049 | ) | | | 20,748 | |
Net change in unrealized (appreciation)/depreciation on investments | | | 29,771 | | | | (31,986 | ) | | | 7,601 | |
Amortization of premium and accretion of discount, net | | | (13,090 | ) | | | (11,997 | ) | | | (14,751 | ) |
Amortization of deferred financing costs | | | 2,924 | | | | 2,699 | | | | 3,116 | |
Increase (decrease) in operating assets and liabilities: | | | | | | | | | |
(Increase) decrease in interest receivable | | | (4,693 | ) | | | (1,647 | ) | | | 1,052 | |
(Increase) decrease in due from Adviser | | | 310 | | | | 556 | | | | (1,023 | ) |
(Increase) decrease in prepaid and other assets | | | 1 | | | | (24 | ) | | | (23 | ) |
Increase (decrease) in payable for short-term investments purchased | | | — | | | | — | | | | 599,748 | |
Increase (decrease) in interest and credit facilities expense payable | | | 1,610 | | | | 72 | | | | (1,418 | ) |
Increase (decrease) in management fees payable | | | (1,070 | ) | | | 292 | | | | (3,734 | ) |
Increase (decrease) in payable for open trades | | | — | | | | (125,229 | ) | | | 125,229 | |
Increase (decrease) in incentive fees payable | | | 17,717 | | | | 43,271 | | | | 3,130 | |
Increase (decrease) in other accrued expenses and liabilities | | | 260 | | | | (297 | ) | | | 11 | |
Net cash provided by operating activities | | $ | 418,253 | | | $ | 2,050 | | | $ | 157,654 | |
Cash Flows from Financing Activities | | | | | | | | | |
Contributions | | $ | — | | | $ | 293,000 | | | $ | 90,000 | |
Distributions | | | (116,399 | ) | | | (114,241 | ) | | | (96,591 | ) |
Return of capital | | | (116,092 | ) | | | (217,659 | ) | | | (49,044 | ) |
Deferred financing costs paid | | | (792 | ) | | | (667 | ) | | | (1,889 | ) |
Proceeds from credit facilities | | | — | | | | 303,000 | | | | 48,000 | |
Repayments of credit facilities | | | (251,000 | ) | | | (300,000 | ) | | | (220,000 | ) |
Proceeds from repurchase obligations | | | — | | | | 125,229 | | | | — | |
Repayments of repurchase obligations | | | — | | | | (125,229 | ) | | | — | |
Net cash used in financing activities | | $ | (484,283 | ) | | $ | (36,567 | ) | | $ | (229,524 | ) |
Net decrease in cash and cash equivalents | | $ | (66,030 | ) | | $ | (34,517 | ) | | $ | (71,870 | ) |
Cash and cash equivalents, beginning of year | | $ | 113,687 | | | $ | 148,204 | | | $ | 220,074 | |
Cash and cash equivalents, end of year | | $ | 47,657 | | | $ | 113,687 | | | $ | 148,204 | |
Supplemental and non-cash financing activities | | | | | | | | | |
Interest expense paid | | | 16,812 | | | | 13,450 | | | | 19,866 | |
Distributions payable | | | 9 | | | | — | | | | — | |
Purchase of investments due to reorganization | | | 33,153 | | | | 17,247 | | | | 45,656 | |
Receivable for investments sold | | | 605 | | | | — | | | | — | |
See Notes to Consolidated Financial Statements.
F-19
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for unit data)
December 31, 2022
1. Organization and Basis of Presentation
Organization: TCW Direct Lending VII LLC (the “Company”) was formed as a Delaware limited liability company on May 23, 2017. The Company engaged in a private offering of its common limited liability company units (the “Units”) to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). In addition, the Company may issue preferred units (“Preferred Units”), though it currently has no intention to do so. On August 18, 2017, the Company sold and issued 10 Units at an aggregate purchase price of $1 to TCW Asset Management Company LLC (the “Adviser”), an affiliate of the TCW Group, Inc. The Company commenced operations during the second quarter of fiscal year 2018.
The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company has also elected to be treated for U.S. federal income tax purposes as a Regulated Investment Company (a “RIC”) under Subchapter M of the U.S Internal Revenue Code of 1986, as amended (the “Code”), beginning fiscal year 2018. The Company is required to meet the minimum distribution and other requirements for RIC qualification. As a BDC and a RIC, the Company is required to comply with certain regulatory requirements.
On February 12, 2020, the Company formed its third wholly-owned subsidiary, TCW DLG Funding VII 2020-1 LLC, a single member Delaware limited liability company. On March 21, 2022, the Company formed its fourth wholly-owned subsidiary, TCW DL NAV LLC, also a single member Delaware limited liability company.
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany transactions and balances have been eliminated in consolidation.
Term: The term of the Company will continue until the sixth anniversary of the Initial Closing Date (as defined below), April 13, 2024, unless extended or sooner dissolved as provided in the Company’s amended and restated limited liability agreement (the “LLC Agreement”) or by operation of law. The Company may extend the term for two additional one-year periods upon written notice to the holders of the Units (the “Unitholders) and holders of preferred units, if any, (together with the Unitholders, the “Members”) at least 90 days prior to the expiration of the term or the end of the first one-year period. Thereafter, the term may be extended for successive one-year periods, with the vote or consent of a supermajority in interest of the holders of the Units.
Commitment Period: The Commitment Period commenced on April 13, 2018 (the “Initial Closing Date”), the day on which the Company completed the first closing of the sale of its Units to persons not affiliated with the Adviser and ended on May 16, 2021, which is the later of (a) April 13, 2021, three years from the Initial Closing Date and (b) May 16, 2021, three years from the date in which the Company first completed an investment. In accordance with the Company’s LLC Agreement, the Company completed investment transactions that were significantly in process as of the end of the Commitment Period and which the Company reasonably expected to be consummated prior to 90 days subsequent to the expiration date of the Commitment Period. The Company may also effect follow-on investments in existing portfolio companies up to an aggregate maximum of 10% of Capital Commitments (as defined below).
Capital Commitments: On the Initial Closing Date, the Company began accepting subscription agreements from investors for the private sale of its Units. On January 14, 2019, the Company completed its fourth and final closing sale of Units. The Company sold 13,734,010 Units for an aggregate offering price of $1,373,401. Each Unitholder is obligated to contribute capital equal to its respective capital commitment to the Company (the “Commitment”) and each Unit’s Commitment obligation is $100.00 per unit. The sale of the Units was made pursuant to subscription agreements entered into by the Company and each investor. Under the terms of the subscription agreements, the Company may draw down all or any portion of the undrawn commitment with respect to each Unit generally upon at least ten business days’ prior written notice to the unitholders. The amount of capital that remains to be drawn down and contributed is referred to as an “Undrawn Commitment”.
F-20
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
1. Organization and Basis of Presentation (Continued)
The commitment amount funded does not include amounts contributed in anticipation of a potential investment that the Company did not consummate and therefore returned to the Members as unused capital. As of December 31, 2022, aggregate Commitments, Undrawn Commitments, percentage of Commitments funded and the number of subscribed for Units of the Company were as follows:
| | | | | | | | | | | | | | | | |
| | Commitments | | | Undrawn
Commitments | | | % of
Commitments
Funded | | | Units | |
Unitholder | | $ | 1,373,401 | | | $ | 165,401 | | | | 88.0 | % | | | 13,734,010 | |
Recallable Amount: A Unitholder may be required to re-contribute amounts distributed equal to (a) such Unitholder’s share of all portfolio investments that are repaid to the Company, or otherwise recouped by the Company, and distributed to the Unitholder, in whole or in part, during or after the Commitment period, reduced by (b) all re-contributions made by such Unitholder. This amount, (the “Recallable Amount”) is excluded from the calculation of the accrual based net asset value.
The Recallable Amount as of December 31, 2022 was $387,434.
2. Significant Accounting Policies
Basis of Presentation: The Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies, (“ASC 946”). The Company has also consolidated the results of its wholly-owned subsidiaries in its consolidated financial statements in accordance with ASC 946.
Use of Estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the consolidated financial statements, (ii) the reported amounts of income and expenses during the years presented and (iii) disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates, and such differences could be material.
Investments: The Company measures the fair value of its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosure (“ASC 820”). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers the principal market of its investments to be the market in which the investment trades with the greatest volume and level of activity.
Transactions: The Company records investment transactions on the trade date. The Company considers the trade date for investments not traded on a recognizable exchange, or traded in the over-the-counter markets, to be the date on which the Company receives legal or contractual title to the asset and bears the risk of loss.
Income Recognition: Interest income is recorded on an accrual basis unless doubtful of collection or the related investment is in default. Realized gains and losses on investments are recorded on a specific identification basis. The Company typically receives a fee in the form of a discount to the purchase price at the time it funds an investment in a loan. The discount is accreted to interest income over the life of the respective loan, using the effective-interest method assuming there are no questions as to collectability, and reflected in the amortized cost basis of the investment. Ongoing facility, commitment or other additional fees including prepayment fees, consent fees and forbearance fees are recognized as interest income in the period in which it was earned. Income received in exchange for the provision of services such as administration and managerial services are recognized as other fee income in the period in which it was earned.
The Company has entered into certain intercreditor agreements that entitle the Company to the “last out” tranche of first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. In certain cases, the Company may receive a higher interest rate than the contractual stated interest rate as disclosed on the Company’s Consolidated Schedule of Investments.
F-21
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
2. Significant Accounting Policies (Continued)
Certain investments have an unfunded loan commitment for a delayed draw term loan or revolving credit. The Company earns an unused commitment fee on the unfunded commitment during the commitment period. The expiration date of the commitment period may be earlier than the maturity date of the investment stated above. See Note 5—Commitments and Contingencies.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection.
Deferred Financing Costs: Deferred financing costs incurred by the Company in connection with the Credit Facilities (as defined in Note 7 to the Consolidated Financial Statements), including arrangement fees, upfront fees and legal fees, are amortized on a straight-line basis over the term of the respective credit facility.
Organization and Offering Costs: The Company expensed organization costs totaling $740 (net of $380 in Adviser reimbursement) since its inception through December 31, 2018. Offering costs totaling $633 (net of $324 in Adviser reimbursement) was charged directly to Members’ Capital on December 31, 2018. No additional organization and offering costs were incurred subsequent to December 31, 2018. The Company did not bear more than an amount equal to 10 basis points of the aggregate capital commitments for organization and offering expenses.
Cash and Cash Equivalents: The Company considers all investments with a maturity of three months or less at the time of acquisition to be cash equivalents.
Income Taxes: The Company has elected to be regulated as a BDC under the 1940 Act. The Company also elected to be treated as a RIC under the Code beginning with the taxable year ending December 31, 2018. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.
Recent Accounting Pronouncements: In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of LIBOR and other interbank offered reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022.
F-22
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
2. Significant Accounting Policies (Continued)
In January 2021, the FASB issued Accounting Standards Update ("ASU") No. 2021-01, Reference Rate Reform (Topic 848) ("ASU 2021-01"). ASU 2021-01 is an update of ASU 2020-04, which is in response to concerns about structural risks of interbank offered rates, and particularly the risk of cessation of LIBOR; regulators have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU 2021-01 update clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in this update are effective immediately through December 31, 2022, for all entities.
The optional guidance and practical expedients in ASU 2020-04 and 2021-01 are not applicable to the Company and therefore did not have a material impact to the consolidated financial statements.
In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2022-03 on the consolidated financial statements.
3. Investment Valuations and Fair Value Measurements
Investments at Fair Value: Investments held by the Company are valued at fair value. Fair value is generally determined on the basis of last reported sales prices or official closing prices on the primary exchange in which each security trades, or if no sales are reported, generally based on the midpoint of the valuation range obtained for debt investments from a quotation reporting system, established market makers or pricing service.
Investments for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by the Board of Directors (the “Board”) based on similar instruments, internal assumptions and the weighting of the best available pricing inputs.
On May 11, 2022, pursuant to Rule 2a-5 under the 1940 Act, the Board designated the Adviser as the "valuation designee" with respect to the fair valuation of the Company's portfolio securities, subject to oversight by and periodic reporting to the Board. Prior to this date, fair valuations were approved by the Board in accordance with the Company's valuation policy. The Adviser's internal valuation process did not change as a result of Rule 2a-5, and it continues to receive a report from an independent third-party valuation firm for fair valued securities.
Fair Value Hierarchy: Assets and liabilities are classified by the Company into three levels based on valuation inputs used to determine fair value:
Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.
Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs.
Level 3 values are based on significant unobservable inputs that reflect the Company’s determination of assumptions that market participants might reasonably use in valuing the assets.
Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.
F-23
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
3. Investment Valuations and Fair Value Measurements (Continued)
Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:
Equity, (Level 1), includes common stock valued at the closing price on the primary exchange in which the security trades.
Level 2 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:
Equity, (Level 2), includes warrants valued using quotes for comparable investments.
Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine the fair value of investments in private debt and equity for which reliable market quotations are not available. Some of the inputs are independently observable however, a significant portion of the inputs and the internal assumptions applied are unobservable.
Debt, (Level 3), includes investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A discounted cash flow approach incorporating a weighted average cost of capital is generally used to determine fair value or, in some cases, an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.
Equity, (Level 3), includes common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used it follows the income approach. The pricing model takes into account the contract terms as well as multiple inputs, including: time value, implied volatility, equity prices and interest rates. A liquidity discount based on current market expectations, future events, minority ownership position and the period management reasonably expects to hold the investment may be applied.
Pricing inputs and weightings applied to determine value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.
The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Consolidated Schedule of Investments as of December 31, 2022:
| | | | | | | | | | | | | | | | |
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Debt | | $ | — | | | $ | — | | | $ | 1,054,945 | | | $ | 1,054,945 | |
Equity | | | — | | | | — | | | | 47,591 | | | | 47,591 | |
Cash equivalents | | | 38,243 | | | | — | | | | — | | | | 38,243 | |
Total Assets | | $ | 38,243 | | | $ | — | | | $ | 1,102,536 | | | $ | 1,140,779 | |
The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Consolidated Schedule of Investments as of December 31, 2021:
| | | | | | | | | | | | | | | | |
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Debt | | $ | — | | | $ | — | | | $ | 1,393,576 | | | $ | 1,393,576 | |
Equity | | | — | | | | — | | | | 39,835 | | | | 39,835 | |
Total Assets | | $ | — | | | $ | — | | | $ | 1,433,411 | | | $ | 1,433,411 | |
F-24
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
3. Investment Valuations and Fair Value Measurements (Continued)
The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the year ended December 31, 2022:
| | | | | | | | | | | | |
| | Debt | | | Equity | | | Total | |
Balance, January 1, 2022 | | $ | 1,393,576 | | | $ | 39,835 | | | $ | 1,433,411 | |
Purchases, including payments received in-kind | | | 227,147 | | | | 4,305 | | | | 231,452 | |
Sales and paydowns of investments | | | (544,989 | ) | | | (2,944 | ) | | | (547,933 | ) |
Amortization of premium and accretion of discount, net | | | 13,090 | | | | — | | | | 13,090 | |
Net realized gain | | | 43 | | | | 2,189 | | | | 2,232 | |
Net change in unrealized appreciation/(depreciation) | | | (33,922 | ) | | | 4,206 | | | | (29,716 | ) |
Balance, December 31, 2022 | | $ | 1,054,945 | | | $ | 47,591 | | | $ | 1,102,536 | |
Net change in unrealized appreciation/(depreciation) in investments held as of December 31, 2022 | | $ | (37,363 | ) | | $ | 3,451 | | | $ | (33,912 | ) |
The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the year ended December 31, 2021:
| | | | | | | | | | | | |
| | Debt | | | Equity | | | Total | |
Balance, January 1, 2021 | | $ | 1,385,675 | | | $ | 15,883 | | | $ | 1,401,558 | |
Purchases, including payments received in-kind | | | 618,490 | | | | 3,259 | | | | 621,749 | |
Sales and paydowns of investments | | | (632,010 | ) | | | (3,117 | ) | | | (635,127 | ) |
Amortization of premium and accretion of discount, net | | | 11,997 | | | | — | | | | 11,997 | |
Net realized (loss) gain | | | (1,686 | ) | | | 2,612 | | | | 926 | |
Net change in unrealized appreciation/(depreciation) | | | 11,110 | | | | 21,198 | | | | 32,308 | |
Balance, December 31, 2021 | | $ | 1,393,576 | | | $ | 39,835 | | | $ | 1,433,411 | |
Net change in unrealized appreciation/(depreciation) in investments held as of December 31, 2021 | | $ | 12,671 | | | $ | 23,030 | | | $ | 35,701 | |
The Company did not have any transfers between levels during the years ended December 31, 2022 and 2021.
Level 3 Valuation and Quantitative Information: The following table summarizes the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of December 31, 2022:
| | | | | | | | | | | | | | |
Investment Type | | Fair Value | | | Valuation
Technique | | Unobservable Input | | Range | | Weighted
Average* | | Impact to
Valuation from an
Increase in Input |
Debt | | $ | 859,467 | | | Income Method | | Discount Rate | | 9.6% to 22.6% | | 15.4% | | Decrease |
Debt | | $ | 27,840 | | | Market Method | | EBITDA Multiple | | 6.0x to 7.0x | | N/A | | Increase |
| | | | | Market Method | | Revenue Multiple | | 0.8x to 1.0x | | N/A | | Increase |
Debt | | $ | 55,134 | | | Market Method | | EBITDA Multiple | | 5.8x to 8.0x | | N/A | | Increase |
Debt | | $ | 112,504 | | | Market Method | | Revenue Multiple | | 0.2x to 0.8x | | N/A | | Increase |
Equity | | $ | 29,432 | | | Market Method | | EBITDA Multiple | | 5.8x to 7.5x | | N/A | | Increase |
Equity | | $ | — | | | Market Method | | Revenue Multiple | | 0.5x to 0.8x | | N/A | | Increase |
Equity | | $ | 8,939 | | | Market Method | | EBITDA Multiple | | 7.8x to 8.8x | | N/A | | Increase |
| | | | | Income Method | | Implied Volatility | | 60.0% to 60.0% | | N/A | | Increase |
| | | | | | | Expected Term (in years) | | 2.3 to 2.3 | | N/A | | Increase |
Equity | | $ | 9,220 | | | Income Method | | Implied Volatility | | 60.0% to 60.0% | | N/A | | Increase |
| | | | | | | Expected Term (in years) | | 0.2 to 0.2 | | N/A | | Increase |
* Weighted based on fair value
F-25
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
3. Investment Valuations and Fair Value Measurements (Continued)
The following table summarizes the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of December 31, 2021:
| | | | | | | | | | | | | | |
Investment Type | | Fair Value | | | Valuation
Technique | | Unobservable Input | | Range | | Weighted
Average* | | Impact to
Valuation from an
Increase in Input |
Debt | | $ | 1,109,712 | | | Income Method | | Discount Rate | | 5.8% to 17.1% | | 10.5% | | Decrease |
Debt | | $ | 26,682 | | | Market Method | | EBITDA Multiple | | 6.0x to 7.0x | | N/A | | Increase |
Debt | | $ | 61,346 | | | Market Method | | Revenue Multiple | | 0.6x to 1.1x | | N/A | | Increase |
Debt | | $ | 195,836 | | | Income Method | | Discount Rate | | 6.5% to 19.2% | | 12.7% | | Decrease |
| | | | | Income Method | | Take Out Indication | | 100.0% to 106.0% | | N/A | | Increase |
Equity | | $ | 30,761 | | | Market Method | | EBITDA Multiple | | 6.0x to 7.5x | | N/A | | Increase |
Equity | | $ | — | | | Market Method | | Revenue Multiple | | 0.6x to 0.8x | | N/A | | Increase |
Equity | | $ | 6,952 | | | Market Method | | EBITDA Multiple | | 7.3x to 8.3x | | N/A | | Increase |
| | | | | Income Method | | Implied Volatility | | 60.0% to 60.0% | | N/A | | Increase |
| | | | | | | Expected Term
(in years) | | 2.5 to 2.5 | | N/A | | Increase |
Equity | | $ | 2,122 | | | Market Method | | EBITDA Multiple | | 6.8x to 7.8x | | N/A | | Increase |
| | | | | Income Method | | Take Out Indication | | $3.45 to $3.45 | | N/A | | Increase |
The Company generally utilizes the midpoint of a valuation range provided by an external, independent valuation firm in determining fair value.
4. Agreements and Related Party Transactions
Advisory Agreement: On December 29, 2017, the Company entered into the Investment Advisory and Management Agreement (the “Advisory Agreement”) with the Adviser, a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Advisory Agreement became effective upon its execution. Unless earlier terminated, the Advisory Agreement will remain in effect for a period of two years and will remain in effect from year to year thereafter if approved annually by (i) the vote of the Board, or by the vote of a majority of the Company’s outstanding voting securities and (ii) the vote of a majority of the Board who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company, the Adviser or any of their respective affiliates (the “Independent Directors”). The Advisory Agreement was most recently approved to remain in effect on August 10, 2022. The Advisory Agreement will automatically terminate in the event of an assignment by the Adviser.
The Advisory Agreement may be terminated by either party, by vote of the Company’s Board, or by a vote of the majority of the Company’s outstanding voting units, without penalty upon not less than 60 days’ prior written notice to the applicable party. If the Advisory Agreement is terminated according to this paragraph, the Company will pay the Adviser a pro-rated portion of the Management Fee and Incentive Fee (each as defined below).
Pursuant to the Advisory Agreement, the Adviser will:
•determine the composition of the Company’s portfolio, the nature and timing of the changes to the Company’s portfolio and the manner of implementing such changes;
•identify, evaluate and negotiate the structure of the investments the Company makes (including performing due diligence on the Company’s prospective portfolio companies);
•determine the assets the Company will originate, purchase, retain or sell;
F-26
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
4. Agreements and Related Party Transactions (Continued)
•close, monitor and administer the investments the Company makes, including the exercise of any rights in the Company’s capacity as a lender; and
•provide the Company such other investment advice, research and related services as the Company may, from time to time, require.
The Company pays to the Adviser, quarterly in arrears, a management fee in cash (the “Management Fee”) calculated as follows: 0.375% (i.e., 1.50% per annum) of the average gross assets of the Company on a consolidated basis, with the average determined based on the gross assets of the Company as of the end of the three most recently completed calendar months. “Gross assets” means the amortized cost of portfolio investments of the Company (including portfolio investments purchased with borrowed funds and other forms of leverage, such as Preferred Units, public and private debt issuances, derivative instruments, repurchase agreements and other similar instruments or arrangements) that have not been sold, distributed to the members, or written off for tax purposes (but reduced by any portion of such cost basis that has been written down to reflect a permanent impairment of value of any portfolio investment), and excluding cash and cash equivalents. The Management Fee payable for any partial month or quarter will be appropriately pro-rated. The Adviser may defer its right to receive current payment of such fee until the Company is notified otherwise.
For the years ended December 31, 2022, 2021 and 2020, Management Fees incurred were 18,756, 21,387 and 19,813, respectively, of which $4,177 and $5,247 remained payable as of December 31, 2022 and 2021, respectively.
In addition, the Adviser will receive an incentive fee (the “Incentive Fee”) as follows:
(a)First, no Incentive Fee will be owed until the Unitholders have collectively received cumulative distributions pursuant to this clause equal to their aggregate contributions to the Company in respect of all Units;
(b)Second, no Incentive Fee will be owed until the Unitholders have collectively received cumulative distributions equal to a 9% internal rate of return on their aggregate contributions to the Company in respect of all Units (the “Hurdle”);
(c)Third, the Adviser will be entitled to an Incentive Fee out of 100% of additional amounts otherwise distributable to Unitholders until such time as the Incentive Fee paid to the Adviser is equal to 20% of the sum of (i) the amount by which the Hurdle exceeds the aggregate capital contributions of the Unitholders in respect of all Units and (ii) the amount of Incentive Fee being paid to the Adviser pursuant to this clause (c); and
(d)Thereafter, the Adviser will be entitled to an Incentive Fee equal to 20% of additional amounts otherwise distributable to Unitholders in respect of all Units, with the remaining 80% distributed to the Unitholders.
The Incentive Fee is calculated on a cumulative basis and the amount of the Incentive Fee payable in connection with any distribution (or deemed distribution) will be determined in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders.
For purposes of calculating the Incentive Fee, aggregate contributions shall not include Earnings Balancing Contributions or Late-Closer Contributions, and the distributions to Unitholders shall not include distributions attributable to Late-Closer Contributions. Earnings Balancing Contributions received by the Company will not be treated as amounts distributed to Unitholders for purposes of calculating the Incentive Fee. In addition, if distributions to which a Defaulting Member otherwise would have been entitled have been withheld pursuant to 6.2.4 of the TCW Direct Lending VII LLC Agreement (the “LLC Agreement”), the amounts so withheld shall be treated for such purposes as having been distributed to such Defaulting Member. The amount of any distribution of securities made in kind shall be equal to the fair market value of those securities at the time of distribution determined pursuant to 13.4 of the LLC Agreement.
If the Advisory Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating the agreement or (ii) the Company terminating the agreement for cause (as set out in the Advisory Agreement), the Company will be required to pay the Adviser a final incentive fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Advisory Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all of the Company’s investments were liquidated for their current value (but without taking into account any unrealized appreciation of any portfolio investment), and any unamortized deferred portfolio investment-related fees were deemed accelerated, (B) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (C) the remainder were distributed to Unitholders and paid as Incentive Fee in accordance with the “waterfall” (i.e., clauses (a) through (d)) described above
F-27
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
4. Agreements and Related Party Transactions (Continued)
for determining the amount of the Incentive Fee. The Company will make the Final Incentive Fee Payment in cash on or immediately following the date the Advisory Agreement is so terminated.
Adviser Return Obligation: After the Company has made its final distribution of assets in connection with its dissolution, if the Adviser has received aggregate payments of Incentive Fees in excess of the amount the Adviser was entitled to receive pursuant to “Incentive Fee” above, then the Adviser will return to the Company, on or before 90 days after such final distribution of assets, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event will the Adviser be required to return to the Company an amount greater than the aggregate Incentive Fees paid to the Adviser, reduced by the excess of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees, over (b) an amount equal to the U.S. federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation.
Administration Agreement: On September 25, 2018, the Company entered into an Amended and Restated Administration Agreement (the “Administration Agreement”) with TCW Asset Management Company LLC (the “Administrator”), which amended and restated the Administration Agreement between the Company and the Administrator entered into on April 16, 2018. Under the Administration Agreement, the Administrator (or one or more delegated service providers) will oversee the maintenance of the Company’s financial records and otherwise assist with the Company’s compliance with regulations applicable to a business development company under the Investment Company Act of 1940, as amended, and a regulated investment company under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended; monitor the payment of the Company’s expenses; oversee the performance of administrative and professional services rendered to the Company by others; be responsible for the financial and other records that the Company is required to maintain; prepare and disseminate reports to Unitholders and reports and other materials to be filed with the SEC or other regulators; assist the Company in determining and publishing (as necessary or appropriate) its net asset value; oversee the preparation and filing of tax returns; generally oversee the payment of expenses; and provide such other services as the Administrator, subject to review of the Company’s board of directors, shall from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Payments under the Administration Agreement will be equal to an amount that reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities under the Administration Agreement.
The Administrator shall seek such reimbursement from the Company no more than once during any calendar year and shall only seek such reimbursement when all Company Expenses (as defined below) for such calendar year have been paid or accrued. Amounts paid pursuant to the Administration Agreement are subject to the annual cap on Company Expenses (as defined below), as described more fully below.
The Company, and indirectly the Unitholders, will bear all costs, expenses and liabilities, other than Adviser Operating Expenses (as defined below) (which shall be borne by the Adviser), in connection with the organization, operations, administration and transactions of the Company (“Company Expenses”). Company Expenses shall include, without limitation: (a) organizational expenses and expenses associated with the issuance of the Units; (b) expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act of 1940, the Securities Exchange Act of 1934, as amended, and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees, if any, payable under the Administration Agreement; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes and other governmental charges assessed against the Company; (n) independent directors’ fees and expenses and the costs associated with convening a meeting of the Company’s board of directors or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units of the Company, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (p) costs of any reports, proxy statements or other notices to Unitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of the Company’s consolidated financial statements and
F-28
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
4. Agreements and Related Party Transactions (Continued)
tax returns; (r) the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s consolidated financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the LLC Agreement or Advisory Agreement or related documents of the Company or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business. Notwithstanding the foregoing, in the event of a Reorganization (as defined in the LLC Agreement) that results in a Public Company (as defined in the LLC Agreement) or an Extension Fund (as defined in the LLC Agreement), including a Reorganization pursuant to which the Company becomes the Public Company or the Extension Fund, the fees, costs and expenses associated with any such restructuring, initial public offering, listing of equity securities or reorganization will be borne appropriately by the Public Company and the Extension Fund (and indirectly only by Unitholders that elect to become investors in the Public Company or the Extension Fund, as the case may be, and no others will directly or indirectly bear such fees, costs or expenses.
However, the Company will not bear (a) more than an amount equal to 10 basis points of investors’ aggregate Commitments for organizational expenses and offering expenses in connection with the offering of Units through the date that is six months after the Initial Closing Date, as it may be extended by the Adviser, and (b) more than an amount equal to 12.5 basis points of aggregate Commitments computed annually for Company Expenses; provided, that, any amount by which actual annual expenses in (b) exceed the 12.5 basis point limit shall be carried over to the next year, without limitation, as additional expense until the earlier of the Reorganization or the dissolution of the Company, with any partial year assessed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the 12.5 basis point limit in (b), the following expenses shall be excluded and shall be borne by the Company as incurred without regard to the 12.5 basis point limit in (b): the Management Fee, the Incentive Fee, organizational and offering expenses (which are subject to the separate cap), amounts incurred in connection with the Company’s borrowings (including interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against the Company, out-of-pocket expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of the Company’s portfolio investments performed by the Company’s independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to the Company, out-of-pocket costs and expenses relating to any Reorganization or liquidation of the Company, and any extraordinary expenses (such as litigation expenses and indemnification payments). Notwithstanding the foregoing, in no event will the Company carryforward to future periods the amount by which actual annual Company Expenses for a year exceed the 12.5 basis point limit for more than three years from the date on which such expenses were reimbursed.
“Adviser Operating Expenses” means overhead and operating and administrative expenses incurred by or on behalf of the Adviser or any of its affiliates, including the Company, in connection with maintaining and operating the Adviser’s office, including salaries and other compensation (including compensation due to its officers), rent, routine office equipment expense and liability and insurance premiums (other than those incurred in maintaining fidelity bonds and indemnitee insurance policies), in furtherance of providing supervisory investment management services for the Company. Adviser Operating Expenses also includes any expenses incurred by
F-29
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
4. Agreements and Related Party Transactions (Continued)
the Adviser or its Affiliates in connection with the Adviser’s registration as an investment adviser under the Investment Advisers Act of 1940, as amended, or with its compliance as a registered investment adviser thereunder.
All Adviser Operating Expenses and all expenses of the Company that the Company will not bear will, as set forth above, will be borne by the Adviser or its affiliates.
During the years ended December 31, 2022, 2021 and 2020, the Adviser reimbursed $157, $467, and $1,023 respectively, of the Company’s expenses, in accordance with the Administration Agreement. As of December 31, 2022 and 2021, the Company had $157 and $467 of expense reimbursements due from the Adviser. Expense reimbursements received from the Adviser are subject to a three-year recoupment period. The Adviser's ability to potentially recoup expense reimbursements provided to the Company for the years ended December 31, 2022 and 2021 will expire on December 31, 2025 and 2024, respectively and will depend on whether the Company's expenses fall below the annual 12.5 basis point limit (i.e. in accordance with our Administration Agreement, the Company will not bear Company Expenses more than an amount equal to 12.5 basis points of aggregate commitments annually).
5. Commitments and Contingencies
The Company had the following unfunded commitments and unrealized depreciation by investment as of December 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | |
| | | | December 31, 2022 | | | December 31, 2021 | |
Unfunded Commitments | | Maturity/
Expiration | | Amount | | | Unrealized
Depreciation | | | Amount | | | Unrealized
Depreciation | |
AGY Holdings Corp. | | June 2023 | | $ | 4,135 | | | $ | 203 | | | $ | 3,618 | | | $ | 18 | |
Altern Marketing LLC | | October 2024 | | | 4,686 | | | | 33 | | | | 5,217 | | | | — | |
Bendon Inc. | | December 2025 | | | 7,263 | | | | 326 | | | | 7,263 | | | | 298 | |
Centric Brands Inc. | | October 2024 | | | 2,306 | | | | — | | | | 3,315 | | | | — | |
Encompass Digital Media, Inc. | | September 2023 | | | 794 | | | | 93 | | | | 1,661 | | | | — | |
FM Restaurants Holdco, LLC | | November 2023 | | | — | | | | — | | | | 2,414 | | | | — | |
Greenfield World Trade, Inc. | | June 2023 | | | 4,685 | | | | — | | | | 8,059 | | | | — | |
Hometown Food Company | | August 2023 | | | 4,705 | | | | — | | | | 5,881 | | | | — | |
Karman Holdings LLC (fka Space Holdings LLC) | | December 2025 | | | 1,147 | | | | 28 | | | | 1,311 | | | | 9 | |
KBP Investments LLC | | May 2027 | | | 437 | | | | 32 | | | | 2,256 | | | | 5 | |
Mondee Holdings LLC | | December 2024 | | | 8,613 | | | | — | | | | 8,613 | | | | — | |
Obagi Cosmeceuticals LLC | | March 2026 | | | — | | | | — | | | | 11,308 | | | | — | |
Rapid Displays, Inc. | | April 2026 | | | 1,770 | | | | 25 | | | | 1,770 | | | | — | |
UniTek Acquisition, Inc. | | August 2023 | | | 571 | | | | 14 | | | | 1,714 | | | | 140 | |
WDE TorcSill Holdings LLC | | October 2024 | | | 313 | | | | 17 | | | | 191 | | | | 9 | |
Winsight, LLC | | October 2024 | | | — | | | | — | | | | 4,234 | | | | 237 | |
Total | | | | $ | 41,425 | | | $ | 771 | | | $ | 68,825 | | | $ | 716 | |
F-30
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
5. Commitments and Contingencies (Continued)
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of December 31, 2022, the Company is not aware of any pending or threatened litigation.
In the normal course of business, the Company enters into contracts which provide a variety of representations and warranties, and that provide general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.
6. Members’ Capital
The Company’s Unit activity for the years ended December 31, 2022, 2021 and 2020, was as follows:
| | | | | | | | | | | | |
| | For the Year Ended December 31, | |
| | 2022 | | | 2021 | | | 2020 | |
Units at beginning of period | | | 13,734,010 | | | | 13,734,010 | | | | 13,734,010 | |
Units issued and committed at end of period | | | 13,734,010 | | | | 13,734,010 | | | | 13,734,010 | |
No deemed distributions and contributions were processed during the years ended December 31, 2022, 2021 and 2020.
7. Credit Facilities
On May 10, 2018, the Company entered into a Revolving Credit Agreement (the “Natixis Credit Agreement”) among the Company, as borrower, and Natixis, New York Branch (“Natixis”), as administrative agent and the committed lenders, conduit lenders and funding agents. The Natixis Credit Agreement provided for a revolving credit line (the “Natixis Revolving Credit Facility”) of up to $150,000 (the “Natixis Maximum Commitment”), subject to the lesser of the “Natixis Borrowing Base” assets or the Natixis Maximum Commitment. The Natixis Borrowing Base assets equal the sum of a percentage of unfunded commitments from certain classes of eligible investors in the Company (the “Natixis Available Commitment”).
The Natixis Maximum Commitment may be periodically increased in amounts designated by the Company, up to an aggregate amount of $1 billion. The maturity date of the Natixis Credit Agreement is May 10, 2021. On May 10, 2021, the Company exercised its option to extend the maturity date of the Natixis Credit Agreement to May 9, 2022. On March 15, 2022, the Company exercised its last available option to extend the Natixis Credit Agreement maturity date from May 9, 2022 to May 9, 2023. Borrowings under the Natixis Credit Agreement bear interest at a rate equal to either (a) a base rate calculated in a customary manner plus 0.75% or (b) an adjusted eurodollar rate calculated in a customary manner plus 1.75%. As of December 31, 2019, the Natixis Maximum Commitment was $400,000. The Natixis Maximum Commitment was reduced to $340,000 on April 21, 2020 and was further reduced to $280,000 on July 1, 2020. On March 10, 2021, the Natixis Maximum Commitment was reduced to $250,000.
The Natixis Revolving Credit Facility is secured by a first priority security interest, subject to customary exceptions, in (i) all of the capital commitments of the investors in the Company, (ii) the Company’s right to make capital calls, receive payment of capital contributions from the investors and enforce payment of the capital commitments and capital contributions under the Company’s operating agreement and (iii) a cash collateral account into which the capital contributions from the investors are made. The Natixis Revolving Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Company fail to satisfy certain covenants. As of December 31, 2022, the Company was in compliance with such covenants.
F-31
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
7. Credit Facilities (Continued)
As of December 31, 2022, the Natixis Borrowing Base assets were more than the Natixis Maximum Commitment. As of December 31, 2021, the Natixis Borrowing Base assets were less than the Natixis Maximum Commitment. A summary of amounts outstanding and available under the Natixis Revolving Credit Facility as of December 31, 2022 and 2021 was as follows:
| | | | | | | | | | | | |
Natixis Revolving Credit Facility | | Maximum
Commitment | | | Borrowings
Outstanding | | | Available
Amount(1) | |
As of December 31, 2022 | | $ | 250,000 | | | $ | — | | | $ | 250,000 | |
As of December 31, 2021 | | $ | 250,000 | | | $ | 45,000 | | | $ | 163,967 | |
(1)The amount available considers any limitations related to the debt facility borrowing.
On January 29, 2019, TCW DL VII Financing LLC (the “Borrower” or “TCW DL VII Financing”), a newly-formed, wholly-owned, special purpose financing subsidiary of the Company, entered into a senior secured credit facility (the “PNC Credit Facility” and together with the Natixis Revolving Credit Facility, the “Credit Facilities”) pursuant to a credit and security agreement (the “PNC Credit Agreement”) with PNC Bank, National Association (“PNC”), as facility agent, the lenders from time to time party thereto, and State Street Bank and Trust Company, as collateral agent.
Under the PNC Credit Facility, the lenders have agreed to extend credit to the Borrower in an aggregate principal amount of up to $400,000 of revolving and term loans (the “PNC Maximum Commitment”), subject to compliance with a borrowing base (the “PNC Borrowing Base”). The PNC Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $900,000, subject to lender consent and obtaining commitments for the increase. The Borrower may make borrowings of (i) a revolving loan (the “PNC Revolving Credit Facility” and together with the Natixis Revolving Credit Facility, the “Revolving Credit Facilities”) under the PNC Credit Facility during the period commencing January 29, 2019 and ending on January 31, 2022 and (ii) a term loan (the “PNC Term Loan”) under the PNC Credit Facility during the period which commenced on January 29, 2019 and ended on January 29, 2020, unless, there is an earlier termination of the PNC Credit Facility or event of default thereunder. The PNC Credit Facility will mature on January 29, 2024. Loans under the PNC Credit Facility bear interest at a fluctuating rate of interest per annum equal to, at the Borrower’s option, either (i) SOFR rate plus the sum of the facility margin of 2.3% and SOFR adjustment per annum or (ii) the Base Rate plus the facility margin of 2.30% per annum.
On April 11, 2019, the Borrower amended and restated the PNC Credit Agreement (as amended, the “Amended PNC Credit Agreement”) for the PNC Credit Facility. The Amended PNC Credit Agreement, among other things, (a) increased the total commitments under the PNC Credit Facility from $400,000 to $600,000 (the “Amended PNC Maximum Commitment”) and (b) made certain modifications to the calculation of the borrowing base under the prior facility, including the eligibility requirements of collateral obligations pledged under the PNC Credit Facility and loan portfolio concentration limits.
On March 17, 2020, the Borrower amended and restated the Amended PNC Credit Agreement (as further amended the “Second Amended PNC Credit Agreement”). The Second Amended PNC Credit Agreement, among other things, increased the total commitments under the PNC Credit Facility from $600,000 to $795,000 (the “Second Amended PNC Maximum Commitment”). The Second Amended PNC Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $900,000, subject to lender consent and obtaining commitments for the increase. The Borrower may make borrowings of (i) revolving loans under the PNC Credit Facility during the period commencing January 29, 2019 and ending on January 31, 2022 and (ii) term loans under the PNC Credit Facility during the period commencing January 29, 2019 and ending on March 17, 2020, unless, in the case of (i) and (ii), there is an earlier termination of the PNC Credit Facility or event of default thereunder.
On January 31, 2022 (the first business day after January 29, 2022), the Borrower's ability to make borrowings under the PNC Revolving Credit Facility expired and the then outstanding PNC Revolving Credit Facility borrowings of $295,500 converted into outstanding borrowings under the PNC Term Loan. In connection with such conversion, repayments on outstanding borrowings under the PNC Term Loan will correspondingly reduce the PNC Maximum Commitment. The PNC Credit Facility will mature on January 29, 2024.
F-32
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
7. Credit Facilities (Continued)
On October 27, 2022, the Borrower amended and restated the Amended PNC Credit Agreement (as further amended the “Third Amended PNC Credit Agreement”). The Third Amended PNC Credit Agreement, among other things, removed reference to LIBOR rates and the related definitions and added reference to SOFR rates and the related definitions in which the Borrower may now elect a fluctuating rate of interest that is based on SOFR rather than LIBOR. Loans under the PNC Credit Facility will bear interest at a fluctuating rate of interest per annum equal to, at the Borrower’s option, either (i) SOFR rate plus the sum of the facility margin of 2.3% and SOFR adjustment per annum or (ii) the Base Rate plus the facility margin of 2.30% per annum.
The PNC Credit Facility will mature on January 29, 2024. Loans under the PNC Credit Facility will bear interest at a fluctuating rate of interest per annum equal to, at the Borrower’s option, either (i) SOFR rate plus the sum of the facility margin of 2.3% and SOFR adjustment per annum or (ii) the Base Rate plus the facility margin of 2.30% per annum. On June 19, 2020, the Second Amended PNC Maximum Commitment was increased from $795,000 to $825,000. On November 15, 2021, the Second Amended PNC Maximum Commitment was decreased from $825,000 to $700,000.
The Borrower’s obligations under the PNC Credit Facility are secured by a first priority security interest in all of the assets of the Borrower, including its portfolio of loans that has been contributed by the Company to the Borrower in exchange for 100% of the membership interests of the Borrower and any payments received in respect of such loans. The Company may contribute or sell to the Borrower additional loans from time to time after the closing date, which shall be pledged in favor of the lenders under the PNC Credit Facility.
Under the PNC Credit Facility, the Borrower has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities. The PNC Credit Facility also includes events of default that are customary for similar credit facilities. As of December 31, 2022, the Borrower was in compliance with such covenants.
Borrowings of the Borrower are non-recourse to the Company but are considered borrowings of the Company for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.
As of December 31, 2022, the PNC Borrowing Base assets were more than the Second Amended and Amended PNC Maximum Commitment. As of December 31, 2021, the PNC Borrowing Base assets were less than the Second Amended and Amended PNC Maximum Commitment. A summary of amounts outstanding and available under the PNC Credit Facility as of December 31, 2022 and 2021 is as follows:
| | | | | | | | | | | | |
PNC Credit Facility | | Maximum
Commitment | | | Borrowings
Outstanding | | | Available
Amount(1) | |
As of December 31, 2022 | | $ | 337,000 | | | $ | 337,000 | | | N/A | |
As of December 31, 2021 | | $ | 700,000 | | | $ | 543,000 | | | $ | 149,756 | |
(1)The amount available considers any limitations related to the facility borrowing. No available amount as of December 31, 2022 as the Borrower's ability to make additional borrowings under the PNC Revolving Credit Facility expired on January 31, 2022.
Borrowings under the PNC Credit Facility as of December 31, 2022 and 2021 consisted of $0 and $295,500, respectively, from the PNC Revolving Credit Facility (i.e., revolving line of credit) and $337,000 and $247,500, respectively, of PNC Term Loan.
The Company incurred financing costs of $3,463 and $4,433, in connection with the Natixis Credit Agreement and the PNC Credit Agreement, respectively. In addition, the Company incurred an additional $2,070 and $1,531 in financing costs in connection with the Amended and Second Amended PNC Credit Agreement, respectively. The Company incurred $255 in financing costs associated with the June 19, 2020 upsize of the PNC Credit Facility. Lastly, the Company incurred financing costs of $139 as part of entering into the Third Amended PNC Credit Agreement.
F-33
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
7. Credit Facilities (Continued)
Costs associated with the Revolving Credit Facilities were primarily recorded by the Company as deferred financing costs on its Consolidated Statements of Assets and Liabilities and the costs are being amortized over the respective lives of the Natixis Revolving Credit Facility and PNC Revolving Credit Facility. As of December 31, 2022 and 2021, $221 and $2,817 respectively, of such deferred financing costs had yet to be amortized. Costs associated with the PNC Term Loan are deferred and amortized over the term of the PNC Term Loan. Such deferred financing costs are netted against the carrying value of the PNC Term Loan on the Company’s Consolidated Statements of Assets and Liabilities. As of December 31, 2022 and 2021, $1,576 and $ 1,113, respectively, of such deferred financing costs have yet to be amortized.
A reconciliation of amounts presented on the Company’s Consolidated Statements of Assets and Liabilities versus amounts outstanding on the PNC Term Loan is as follows:
| | | | | | | | |
| | As of December 31, | |
| | 2022 | | | 2021 | |
Principal amount outstanding on PNC Term Loan | | $ | 337,000 | | | $ | 247,500 | |
Deferred financing costs | | | (1,576 | ) | | | (1,113 | ) |
PNC Term Loan (as presented on the Consolidated
Statements of Assets and Liabilities) | | $ | 335,424 | | | $ | 246,387 | |
The carrying amounts of the Credit Facilities, which are categorized as Level 2 within the fair value hierarchy as of December 31, 2022 and 2021, approximates their respective fair values. Valuation techniques and significant inputs used to determine fair value include Company details; credit, market and liquidity risk and events; financial health of the Company; place in the capital structure; interest rate; and the Credit Facilities’ terms and conditions.
The summary information regarding the Credit Facilities for the years ended December 31, 2022, 2021 and 2020 was as follows:
| | | | | | | | | | | | |
| | For the Year Ended December 31, | |
| | 2022 | | | 2021 | | | 2020 | |
Credit Facilities interest expense | | $ | 18,584 | | | $ | 12,299 | | | $ | 17,943 | |
Unused fees | | | 691 | | | | 1,757 | | | | 1,575 | |
Administrative fees | | | 101 | | | | 100 | | | | 100 | |
Amortization of deferred financing costs | | | 2,924 | | | | 2,699 | | | | 3,116 | |
Total | | $ | 22,300 | | | $ | 16,855 | | | $ | 22,734 | |
Weighted average interest rate | | | 3.93 | % | | | 2.35 | % | | | 2.90 | % |
Average outstanding balance | | $ | 466,710 | | | $ | 515,948 | | | $ | 609,598 | |
8. Repurchase Obligations
In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements with Macquarie US Trading LLC (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold (the “Macquarie Transaction”).
In accordance with ASC 860, Transfers and Servicing ("ASC 860), these Macquarie Transactions meet the criteria for secured borrowings. Accordingly, the investment financed by the Macquarie Transaction remains on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to Macquarie (the “Repurchase Obligation”). The Repurchase Obligation is secured by the respective investment that is the subject of the repurchase agreement. Interest expense associated with the Repurchase Obligation is reported on the Company’s Consolidated Statements of Operations within Other expenses.
F-34
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
8. Repurchase Obligations (Continued)
No repurchase agreements were entered into or settled during the year ended December 31, 2022. During the year ended December 31, 2021, the Company entered into and settled a repurchase agreement for which the Company incurred interest expense of $890.
The Company had no outstanding Repurchase Obligations as of December 31, 2022 and 2021.
9. Income Taxes
The Company has elected to be regulated as a BDC under the 1940 Act and has elected to be treated as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not pay corporate-level U.S. Federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually to its Unitholders as dividends. The Company elected to be taxed as a RIC in 2018. The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.
Federal Income Taxes: It is the policy of the Company to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and distribute all of its net taxable income and any net realized gains on investments to its shareholders. Therefore, no federal income tax provision is required.
As of December 31, 2022 and 2021, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows:
| | | | | | | | |
| | As of December 31, | |
| | 2022 | | | 2021 | |
Cost of investments for federal income tax purposes | | $ | 1,139,662 | | | $ | 1,402,577 | |
Unrealized appreciation | | $ | 48,979 | | | $ | 53,276 | |
Unrealized depreciation | | $ | (47,861 | ) | | $ | (22,442 | ) |
Net unrealized appreciation on investments | | $ | 1,118 | | | $ | 30,834 | |
The following reclassifications have been made for the permanent difference between book and tax accounting as of December 31, 2022 and 2021. These differences result primarily from net operating losses, differences in accounting for partnership interest, and amendment fees reclassified as capital gains:
| | | | | | | | | | | | |
| | For the Year Ended December 31, | |
| | 2022 | | | 2021 | | | 2020 | |
Common Unitholders tax reclassification | | $ | — | | | $ | (137 | ) | | $ | (137 | ) |
Undistributed net investment (loss) income | | $ | (6,979 | ) | | $ | (4,484 | ) | | $ | (4,484 | ) |
Accumulated net realized gain (loss) | | $ | 6,979 | | | $ | 4,621 | | | $ | 4,621 | |
F-35
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
9. Income Taxes (Continued)
The tax character of shareholder distributions attributable to the years ended December 31, 2022, 2021 and 2020 was as follows:
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2022 | | | 2021 | | | 2020 | |
Ordinary income | | $ | 109,097 | | | $ | 114,241 | | | $ | 96,591 | |
Long term capital gain | | $ | 7,311 | | | $ | 217,659 | | | $ | 49,044 | |
Return of capital | | $ | 116,092 | | | $ | 217,659 | | | $ | 49,044 | |
The tax components of distributable earnings on a tax basis for the years ended December 31, 2022, 2021 and 2020 were as follows:
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2022 | | | 2021 | | | 2020 | |
Net tax appreciation | | $ | 347 | | | $ | 30,118 | | | $ | 3,548 | |
Capital loss carryover | | $ | — | | | $ | (1,900 | ) | | $ | (16,108 | ) |
Other cumulative effect of timing differences | | $ | (76,750 | ) | | $ | (59,083 | ) | | $ | (15,278 | ) |
As of December 31, 2022, the Company had a net long-term capital loss carryforward of $0 for federal income tax purposes, which may be carried forward indefinitely. These capital loss carryforwards are available to offset net realized gains in future years, thereby reducing future taxable gains distributions.
The Company did not have any unrecognized tax benefits as of December 31, 2022 and 2021, nor were there any increases or decreases in unrecognized tax benefits for the period then ended; therefore, no interest or penalties were accrued. The Company is subject to examination by the U.S federal and state tax authorities for returns filed for the prior two years.
F-36
TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
10. Financial Highlights
Selected data for a unit outstanding throughout the years ended December 31, 2022, 2021, 2020, 2019 and 2018 is presented below.
| | | | | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, | |
| | 2022(1) | | | 2021(1) | | | 2020(1) | | | 2019(1) | | | 2018(1) | |
Net Asset Value Per Unit (accrual base), Beginning of Period | | $ | 77.81 | | | $ | 93.84 | | | $ | 99.36 | | | $ | 100.23 | | | $ | 100.00 | |
Net Decrease in Common Unitholder NAV from Prior Period | | | | | | | | | — | | | | (0 | ) | | | |
Income from Investment Operations: | | | | | | | | | | | | | | | |
Net investment income | | | 7.17 | | | | 5.66 | | | | 7.15 | | | | 2.57 | | | | 0.44 | |
Net realized and unrealized (loss) gain | | | (2.01 | ) | | | 2.48 | | | | (2.07 | ) | | | 0.60 | | | | 0.45 | |
Total from investment operations | | | 5.16 | | | | 8.14 | | | | 5.08 | | | | 3.17 | | | | 0.89 | |
Less Distributions: | | | | | | | | | | | | | | | |
From distributable earnings | | | (8.48 | ) | | | (8.32 | ) | | | (7.03 | ) | | | (3.65 | ) | | | (0.61 | ) |
From return of capital | | | (8.45 | ) | | | (15.85 | ) | | | (3.57 | ) | | | (0.34 | ) | | | — | |
Total distributions(2) | | | (16.93 | ) | | | (24.17 | ) | | | (10.60 | ) | | | (3.99 | ) | | | (0.61 | ) |
Offering costs, net of offering costs reimbursed | | | — | | | | — | | | | — | | | | — | | | | (0.05 | ) |
Net Asset Value Per Unit (accrual base), End of Period | | $ | 66.04 | | | $ | 77.81 | | | $ | 93.84 | | | $ | 99.36 | | | $ | 100.23 | |
Unitholder Total Return(3) | | | 8.07 | % | | | 11.25 | % | | | 8.69 | % | | | 8.98 | % | | | 5.59 | % |
Unitholder IRR before incentive fees(4) | | | 11.96 | % | | | 12.50 | % | | | 10.07 | % | | | 11.06 | % | | | 8.49 | % |
Unitholder IRR after all fees and expenses(4) | | | 9.87 | % | | | 10.21 | % | | | 9.00 | % | | | 9.00 | % | | | 8.49 | % |
Ratios and Supplemental Data | | | | | | | | | | | | | | | |
Members’ Capital, end of period | | $ | 741,665 | | | $ | 903,296 | | | $ | 830,397 | | | $ | 816,230 | | | $ | 401,404 | |
Units outstanding, end of period | | | 13,734,010 | | | | 13,734,010 | | | | 13,734,010 | | | | 13,734,010 | | | | 10,672,260 | |
Ratios based on average net assets of Members’ Capital: | | | | | | | | | | | | | | | |
Ratio of total expenses to average net assets | | | 7.31 | % | | | 8.97 | % | | | 6.35 | % | | | 10.29 | % | | | 6.46 | % |
Expenses (reimbursed) recaptured by Adviser | | | (0.02 | %) | | | (0.05 | %) | | | (0 | ) | | | — | | | | 0.37 | % |
Ratio of net expenses to average net assets | | | 7.29 | % | | | 8.92 | % | | | 6.22 | % | | | 10.29 | % | | | 6.83 | % |
Ratio of financing cost to average net assets | | | 2.64 | % | | | 1.76 | % | | | 2.92 | % | | | 4.72 | % | | | 2.91 | % |
Ratio of net investment income before expense recapture to average net assets | | | 11.63 | % | | | 8.06 | % | | | 12.46 | % | | | 6.94 | % | | | 4.20 | % |
Ratio of net investment income to average net assets | | | 11.64 | % | | | 8.10 | % | | | 12.59 | % | | | 6.94 | % | | | 3.84 | % |
Ratio of incentive fees to average net assets | | | 2.10 | % | | | 4.51 | % | | | 0.40 | % | | | 0 | | | | — | |
Credit facilities payable | | $ | 335,424 | | | $ | 586,887 | | | $ | 583,352 | | | $ | 755,387 | | | $ | 300,000 | |
Asset coverage ratio | | | 3.20 | | | | 2.54 | | | | 2.42 | | | | 2.08 | | | | 2.34 | |
Portfolio turnover rate | | | 13.16 | % | | | 39.85 | % | | | 49.52 | % | | | 12.91 | % | | | 67.41 | % |
(1)Per unit data was calculated using the number of Common Units issued and outstanding as of December 31, 2022, 2021, 2020 and 2019, respectively.
(2)Excludes return of unused capital.
(3)The Total Return for the years ended December 31, 2022, 2021, 2020 and 2019 was calculated by taking total income from investment operations for the period divided by the weighted average capital contributions from the Members during the period. The return does not reflect sales load and is net of management fees and expenses.
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TCW DIRECT LENDING VII LLC
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands, except for unit data)
December 31, 2022
10. Financial Highlights (Continued)
(4)The IRR since inception for the Common Unitholders, after management fees, financing costs and operating expenses, but before incentive fees is 11.96%. The IRR since inception for the Common Unitholders, after management fees, financing costs, operating expenses and Advisor incentive fees is 9.87%. The IRR is computed based on cash flow due dates contained in notices to Members (contributions from and distributions to the Unitholders) and the net assets (residual value) of the Members’ Capital account at period end. The IRR is calculated based on the fair value of investments using principles and methods in accordance with GAAP and does not necessarily represent the amounts that may be realized from sales or other dispositions. Accordingly, the return may vary significantly upon realization.
11. Subsequent Events
The Company has evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that require recognition or disclosure in these consolidated financial statements other than those described below.
On January 10, 2023, the Company entered into the sixth amendment to the revolving credit agreement with Natixis. The sixth amendment includes the addition of the Adjusted Term SOFR Rate and removal of the Eurocurrency Rate for purposes of calculating interest on the loan. The Company incurred $25 of upfront costs to amend the loan.
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