UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended December 31, 2021
OR
| ☐ | 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 814-01420
TCW DIRECT LENDING VIII LLC
(Exact Name of Registrant as Specified in Its Charter)
| | |
| Delaware | | 82-2252672 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
| |
| 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.
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☐ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. ☒
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 | | ☒ (Do not check if a smaller reporting company) | | 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 ☒
As of June 30, 2021, there was no established public market for the Registrant’s limited liability common units. The number of the Registrant’s common units outstanding at April 28, 2022 was 4,543,780.
Documents Incorporated by Reference
None
EXPLANATORY NOTE
TCW Direct Lending VIII LLC (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (the “Amendment”) to the Company’s annual report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”), filed with the Securities and Exchange Commission on March 28, 2022, as amended by Amendment No. 1 thereto filed on April 28, 2022 (together, “Original Filing”).
This Amendment No. 2 is being filed for the purpose of correcting the Report of Independent Registered Public Accounting Firm included in the Original Filing (the “Report”). The original Report had a typographical error. The changes made to the Report do not in any way change the conclusions expressed in the Report included in the Form 10-K. As required by Rule 12b-15 under Securities Exchange Act of 1934, as amended, Amendment No. 2 includes certifications from the Company’s principal executive officer and principal financial officer dated as of the filing of this Amendment No. 2.
i
TCW DIRECT LENDING VIII LLC
FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 2021
Table of Contents
ii
PART II
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA |
See the audited financial statements set forth herein commencing on page F-1 of this annual report on Form 10-K/A.
1
PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(b) The following exhibits are filed as part of this report or incorporated herein by reference to exhibits previously filed with the SEC.
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| Exhibits | | |
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| 3.1 | | Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form 10, as filed with the Securities and Exchange Commission on May 25, 2021) |
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| 3.2 | | Limited Liability Company Agreement, dated June 29, 2017 (incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form 10, as filed with the Securities and Exchange Commission on May 25, 2021) |
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| 3.3 | | Amended and Restated Limited Liability Company Agreement, dated January 21, 2022 (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on form 10-K/A filed on April 28, 2022) |
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| 10.1 | | Investment Advisory and Management Agreement, dated January 21, 2022, by and between the Company and TCW Asset Management Company LLC (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on form 10-K/A filed on April 28, 2022) |
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| 10.2 | | Administration Agreement, dated January 21, 2022, by and between the Company and TCW Asset Management Company LLC (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on form 10-K/A filed on April 28, 2022) |
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| 31.1* | | Certification of President Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934* |
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| 31.2* | | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934* |
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| 32.1* | | Certification of President Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) |
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| 32.2* | | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) |
2
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 VIII LLC |
| | | |
Date: April 28, 2022 | | | | By: | | /s/ Andrew Kim |
| | | | | | Andrew Kim |
| | | | | | Chief Financial Officer |
| | | | | | (Principal Financial Officer) |
TCW Direct Lending VIII LLC
Index to Financial Statements
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Unitholders and the Board of Directors of TCW Direct Lending VIII LLC
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities of TCW Direct Lending VIII LLC (the “Company”) as of December 31, 2021 and May 27, 2021 (inception), the related statements of operations, and changes in members’ capital for the period May 27, 2021 (inception) to December 31, 2021, and the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and May 27, 2021 (inception), and the results of its operations and changes in members’ capital for the period May 27, 2021 (inception) to December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of cash held as of December 31, 2021 and May 27, 2021 (inception), by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
Los Angeles, California
March 28, 2022
We have served as the Company’s auditor since 2021.
F-2
TCW DIRECT LENDING VIII LLC
Statements of Assets and Liabilities
| | | | | | | | |
| | | As of
December 31,
2021 | | | As of
May 27, 2021
(Inception) | |
Assets | | | | | | | | |
Cash equivalents | | $ | 1,000 | | | $ | 1,000 | |
Organizational costs due from related party | | | 503,721 | | | | — | |
Deferred offering costs | | | 219,752 | | | | — | |
Directors’ fees due from related party | | | 14,000 | | | | — | |
Other assets due from related party | | | 133,252 | | | | — | |
| | | | | | | | |
Total Assets | | $ | 871,725 | | | $ | 1,000 | |
| | | | | | | | |
Liabilities | | | | | | | | |
Organizational costs payable to related party | | $ | 503,721 | | | $ | — | |
Offering costs payable to related party | | | 219,752 | | | | — | |
Directors’ fees payable to related party | | | 14,000 | | | | — | |
Other liabilities payable to related party | | | 133,252 | | | | — | |
| | | | | | | | |
Total Liabilities | | $ | 870,725 | | | $ | — | |
| | | | | | | | |
Member’s Capital | | | | | | | | |
Units (10 units issued and outstanding) | | $ | 1,000 | | | $ | 1,000 | |
| | | | | | | | |
Total Member’s Capital | | $ | 1,000 | | | $ | 1,000 | |
| | | | | | | | |
Total Liabilities and Member’s Capital | | $ | 871,725 | | | $ | 1,000 | |
| | | | | | | | |
Net Asset Value Per Unit | | $ | 100.00 | | | $ | 100.00 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
F-3
TCW DIRECT LENDING VIII LLC
Statement of Operations
| | | | |
| | | For the period
from
May 27, 2021
(Inception) to
December 31,
2021 | |
Investment Income | | $ | — | |
| | | | |
Expenses: | | | | |
Organization costs | | | 503,721 | |
Professional fees | | | 40,000 | |
Directors’ fees | | | 14,000 | |
Other fees and expenses | | | 24,877 | |
| | | | |
Total expenses | | | 582,598 | |
Expenses reimbursed by related party | | | 582,598 | |
| | | | |
Net expenses | | | — | |
| | | | |
Net investment income (loss) | | $ | — | |
| | | | |
Net realized and unrealized gain (loss) on investments | | | — | |
| | | | |
Net increase (decrease) in Member’s Capital from operations | | $ | — | |
| | | | |
Income (Loss) per unit | | $ | — | |
| | | | |
The accompanying notes are an integral part of these financial statements.
F-4
TCW DIRECT LENDING VIII LLC
Statement of Changes in Member’s Capital
| | | | |
| | | For the period from May 27,
2021
(Inception) to
December 31, 2021 | |
Increase in Member’s Capital Resulting from Capital Activity | | | | |
Contributions | | $ | — | |
| | | | |
Total Increase in Member’s Capital Resulting from Capital Activity | | | — | |
| | | | |
Total Increase in Member’s Capital | | | — | |
| | | | |
Member’s Capital, beginning of period | | | 1,000 | |
| | | | |
Member’s Capital, end of period | | $ | 1,000 | |
| | | | |
The accompanying notes are an integral part of these financial statements.
F-5
TCW DIRECT LENDING VIII LLC
Notes to Financial Statements
December 31, 2021
1. Organization and Basis of Presentation
Organization: TCW Direct Lending VIII LLC (the “Company”), was formed as a Delaware limited liability company on September 3, 2020. The Company expects to conduct 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, though it currently has no intention to do so. On May 27, 2021 (“Inception Date”), the Company 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. As of December 31, 2021, no operations have occurred other than the sale of the Units to TAMCO.
On July 22, 2021 the Company filed an election to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company also intends to elect 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”). As a BDC and a RIC, the Company will be required to meet the minimum distribution and other requirements for RIC qualification and as a BDC and a RIC, the Company will be required to comply with certain regulatory requirements.
2. Significant Accounting Policies
Basis of Presentation: The Company’s 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 Topic 946”).
The statement of cash flows has been omitted because no cash transactions occurred during the period from Inception Date to December 31, 2021.
Use of Estimates: The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of statement of assets and liabilities. Actual results could differ from those estimates, and such differences could be material.
Organization and Offering Costs: Costs incurred to organize the Company are expensed as incurred. Offering costs will be accumulated and charged directly to Member’s Capital at the end of the period during which the Units will be offered (the “Closing Period”). The Company will not bear more than an amount equal to 10 basis points of the aggregate capital commitments to the Company through the Units (the “Commitments”) of the Company for organization and offering expenses in connection with the offering of the Units through the Closing Period. If the initial offering is not successful, the Company’s adviser or its affiliates will incur such costs. As there has been no formal commitment of external capital as of December 31, 2021, all such costs have either been deferred or are receivables from TAMCO.
Cash Equivalents: Cash equivalents are comprised of cash in a money market account. Cash equivalents are carried at amortized costs which approximates fair value and are classified as Level 1 in the GAAP valuation hierarchy.
Income Taxes: The Company has elected to be treated as a BDC under the 1940 Act. The Company also intends to elect to be treated as a RIC under the Code and will make such an election beginning with the taxable year ending December 31, 2022. 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 financial statements of the Company.
Accounting Pronouncements Recently Adopted: 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. Management is currently evaluating the implications, if any, of the additional requirements and its impact on the Company’s financial statements.
F-6
TCW DIRECT LENDING VIII LLC
Notes to Financial Statements (Continued)
December 31, 2021
3. Expenses
Expenses from May 27, 2021 (inception) through the year ended December 31, 2021 primarily consist of $503,721 of initial organization costs that the Company is required to reimburse TAMCO. The Company also paid directors’ fees of $14,000 resulting from the initial board meeting in May 2021 in addition to $64,877 in professional and other fees.
Deferred offering costs shown on the Company’s Statement of Assets and Liabilities as of December 31, 2021 were $219,752 and will be charged to Member’s Capital at the end of the Closing Period. The Company anticipates receiving commitments sufficient to allow for this reimbursement. In the event receipt of a formal commitment of external capital does not occur, all expenses will be borne by TAMCO or its affiliates.
4. Commitments and Contingencies
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, 2021 the Company is not aware of any pending of threatened litigation.
5. Member’s Capital
As of December 31, 2021, the Company sold and issued 10 Common Units at an aggregate purchase price of $1,000 to TAMCO.
6. Subsequent Events
On January 18, 2022, the Company entered into the Investment Advisory and Management Agreement with TAMCO, its registered investment adviser under the Investment Advisers Act of 1940, as amended.
On January 21, 2022, the Company completed the first closing of the sale of its Common Units pursuant to which the Company sold 4,543,770 Common Units at an aggregate purchase price of $454,377,000.
Since inception and through the date of these financial statements, the Company has incurred $240,472 in offering costs and $582,190 in organization costs.
F-7
