N Middle Market Lending 10-Q 2024 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐For the quarterly period ended September 30, 2024

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 814-01566

TCW STAR DIRECT LENDING LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	88-1126955
(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.

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading    Symbol(s)	Name of each exchange on which registered
None	Not applicable	Not applicable

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.

Large accelerated filer	☐	Accelerated filer	☐
Non-Accelerated filer	☒	Smaller reporting company	☐
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 September 30, 2024, there was no established public market for the Registrant’s common units. The number of the Registrant’s common units outstanding at November 12, 2024 was 3,753,190.

Auditor Firm Id: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: Los Angeles, CA, U.S.A.

TCW STAR DIRECT LENDING LLC

FORM 10-Q FOR THE QUARTER ENDED September 30, 2024

Table of Contents

		PAGE
	INDEX	NO.
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Schedule of Investments as of September 30, 2024 (unaudited) and December 31, 2023	2
	Consolidated Statements of Assets and Liabilities as of September 30, 2024 (unaudited) and December 31, 2023	7
	Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited)	8
	Consolidated Statements of Changes in Members' Capital for the three and nine months ended September 30, 2024 and 2023 (unaudited)	9
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)	11
	Notes to Consolidated Financial Statements (unaudited)	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
SIGNATURES		44

1

TCW STAR DIRECT LENDING LLC

Consolidated Schedule of Investments (Unaudited)

As of September 30, 2024

Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1)
Automobile Components
	Fenix Intermediate LLC	03/28/24	Term Loan B - 11.11% (SOFR + 6.50%, 1.75% Floor)		4.4	%	$	6,156,452	03/28/29	$	5,989,047	$	5,996,385
	Fenix Intermediate LLC	03/28/24	Delayed Draw Term Loan B-1 - 11.11% (SOFR + 6.50%, 1.75% Floor)		0.3	%		369,203	03/28/29		369,203		359,603
	Superior Industries International, Inc.	08/14/24	Term Loan - 12.60% (SOFR + 7.50%, 2.50% Floor)		2.6	%		3,543,720	12/15/28		3,457,811		3,455,127
					7.3	%					9,816,061		9,811,115
Commercial Services & Supplies
	CSAT Holdings LLC	06/30/23	Term Loan - 13.12% (SOFR + 8.25%, 2.00% Floor)		5.6	%		7,646,693	06/30/28		7,447,844		7,524,346
	Jones Industrial Holdings, Inc.	07/31/23	Term Loan - 12.20% (SOFR + 7.25%, 2.00% Floor)		2.9	%		3,970,034	07/31/28		3,867,434		3,958,124
	Jones Industrial Holdings, Inc.	07/31/23	Delayed Draw Term Loan - 12.20% (SOFR + 7.25%, 2.00% Floor)		0.7	%		943,731	07/31/28		930,722		940,900
	Comprehensive Logistics Co., LLC(3)	03/26/24	Term Loan - 11.95% (SOFR + 7.00%, 2.00% Floor)		5.0	%		6,871,094	03/26/26		6,756,387		6,747,414
					14.2	%					19,002,387		19,170,784
Construction & Engineering
	Sunland Asphalt & Construction, LLC	06/16/23	Delayed Draw Term Loan - 11.45% (SOFR + 6.50%, 1.75% Floor)		0.6	%		806,603	06/16/28		806,603		806,603
	Sunland Asphalt & Construction, LLC	06/16/23	Term Loan B - 11.45% (SOFR + 6.50%, 1.75% Floor)		3.8	%		5,018,231	06/16/28		4,880,358		5,118,595
					4.4	%					5,686,961		5,925,198
Containers & Packaging
	The HC Companies, Inc.	08/01/23	Term Loan - 12.35% (SOFR + 7.50%, 2.00% Floor)		6.8	%		9,511,628	08/01/28		9,329,413		9,140,675
	The HC Companies, Inc.	05/21/24	Incremental Term Loan - 12.42% (SOFR + 7.50%, 2.00% Floor)		1.2	%		1,624,248	08/01/28		1,587,165		1,560,903
	Hoffmaster Group, Inc.	02/24/23	Term Loan - 11.50% (SOFR + 6.25%, 2.00% Floor)		4.7	%		6,415,562	02/24/28		6,367,829		6,370,653
	Hoffmaster Group, Inc.	03/15/24	Incremental Term Loan - 11.50% (SOFR + 6.25%, 2.00% Floor)		0.6	%		809,694	02/24/28		795,748		804,026
	PaperWorks Industries, Inc.	07/26/23	Term Loan - 13.65% (SOFR + 8.25%, 1.00% Floor)		2.3	%		3,204,049	06/30/27		3,159,304		3,117,540
					15.6	%					21,239,459		20,993,797
Electrical Equipment
	VoltaGrid, LLC	04/09/24	Term Loan - 11.20% (SOFR + 6.50%, 4.00% Floor)		4.2	%		5,748,449	02/28/29		5,530,804		5,708,210
					4.2	%					5,530,804		5,708,210
Energy Equipment & Services
	HydroSource Logistics, LLC	04/05/24	Term Loan - 13.37% (SOFR + 8.50%, 2.00% Floor)		4.1	%		5,585,572	04/04/29		5,434,777		5,585,572
					4.1	%					5,434,777		5,585,572
Food Products
	Baxters North America, Inc.	05/31/23	Term Loan - 14.31% inc PIK (SOFR + 9.25%, 1.75% Floor, 2.00% PIK)		5.7	%		7,929,905	05/31/28		7,777,733		7,715,797
	Del Real, LLC	03/28/23	Term Loan - 12.45% inc PIK (SOFR + 7.75%, 2.00% Floor, 1.00% PIK)		5.6	%		7,437,706	03/28/28		7,262,070		7,586,460
	Great Kitchens Food Company, Inc.(3)	05/31/24	Term Loan - 10.85% (SOFR + 6.00%, 1.25% Floor)		5.2	%		7,087,508	05/31/29		6,933,563		6,974,108
	Signature Brands, LLC	02/29/24	Delayed Draw Term Loan A - 11.37% (SOFR + 6.50%, 1.75% Floor)		0.4	%		481,928	05/04/28		481,928		481,928
	Signature Brands, LLC	05/05/23	Term Loan - 14.82% inc PIK (SOFR + 9.50%, 1.75% Floor, 3.00% PIK)		5.7	%		8,443,048	05/04/28		8,302,661		7,691,617
					22.6	%					30,757,955		30,449,910

2

TCW STAR DIRECT LENDING LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of September 30, 2024

Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount/Shares		Maturity Date	Amortized Cost		Fair Value
	DEBT(1) (continued)
Ground Transportation
	RPM Purchaser, Inc.	09/11/23	Term Loan B - 11.21% (SOFR + 6.25%, 2.00% Floor)		4.8	%	$	6,357,838	09/11/28	$	6,201,132	$	6,446,848
	RPM Purchaser, Inc.	09/11/23	Delayed Draw Term Loan B - 11.21% (SOFR + 6.25%, 2.00% Floor)		0.7	%		900,402	09/11/28		900,402		900,402
					5.5	%					7,101,534		7,347,250
Hotels, Restaurants & Leisure
	Five Star Buyer, Inc.	05/11/23	Term Loan - 12.21% (SOFR + 7.00%, 1.50% Floor)		4.4	%		6,129,772	02/23/28		5,957,490		5,958,139
	Five Star Buyer, Inc.	05/11/23	Delayed Draw Term Loan - 12.21% (SOFR + 7.00%, 1.50% Floor)		0.2	%		213,054	02/23/28		213,054		207,089
					4.6	%					6,170,544		6,165,228
Machinery
	Mark Andy, Inc.	06/16/23	Term Loan - 13.50% inc PIK (SOFR + 8.75%, 1.50% Floor, 1.00% PIK)		4.7	%		6,988,538	06/16/28		6,860,989		6,275,708
					4.7	%					6,860,989		6,275,708
Professional Services
	Alorica Inc.	12/21/22	Term Loan - 11.72% (SOFR + 6.88%, 1.50% Floor)		7.0	%		9,533,963	12/21/27		9,441,860		9,362,351
					7.0	%					9,441,860		9,362,351
Specialty Retail
	D&D Buyer, LLC	10/04/23	Revolver - 11.52% (SOFR + 6.75%, 2.00% Floor)		0.2	%		212,240	10/04/28		212,240		212,240
	D&D Buyer, LLC	10/04/23	Term Loan - 11.45% (SOFR + 6.75%, 2.00% Floor)		4.4	%		5,898,160	10/04/28		5,741,199		5,921,753
					4.6	%					5,953,439		6,133,993
Transportation Infrastructure
	CG Buyer, LLC	07/19/23	Delayed Draw Term Loan - 11.86% (SOFR + 7.00%, 1.50% Floor)		0.0	%		62,084	07/19/28		62,084		61,463
	CG Buyer, LLC	07/19/23	Term Loan - 11.85% (SOFR + 7.00%, 1.50% Floor)		3.9	%		5,251,430	07/19/28		5,143,078		5,198,915
					3.9	%					5,205,162		5,260,378
	Total Debt Investments(2)				102.7	%					138,201,932		138,189,494
	EQUITY
Energy Equipment & Services
	HydroSource Logistics, LLC(4)(5)	04/05/24	Warrant, expires 4/4/34		0.0	%		73			—		40,579
					0.0	%					—		40,579
	Total Equity Investments				0.0	%					—		40,579
	Total Debt & Equity Investments				102.7	%					138,201,932		138,230,073
	Cash Equivalents
	First American Government Obligation Fund, Yield 4.82%				5.7	%		7,723,456			7,723,456		7,723,456
	Total Cash Equivalents				5.7	%		7,723,456			7,723,456		7,723,456
	Total Investments (108.4%)									$	145,925,388	$	145,953,529
	Net unrealized depreciation on unfunded commitments (-0.2%)												(242,530	)
	Liabilities in Excess of Other Assets (-8.2%)											$	(11,079,591	)
	Net Assets (100.0%)											$	134,631,408

(1)

Certain debt investments are subject to contractual restrictions on resale, such as approval of the agent or borrower.

(2)

The fair value of each debt investment was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

(3)

A portion of such investment is used as collateral for the Company's secured borrowing. See Note 7.

(4)

Non-income producing.

3

TCW STAR DIRECT LENDING LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of September 30, 2024

(5)

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 September 30, 2024, the aggregate fair value of these securities was $40,579, or 0.0% of the Company’s total assets.

SOFR - Secured Overnight Financing Rate, generally 1-Month or 3-Month

PIK - Payment-In-Kind

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $45,474,122 and $25,507,203, respectively, for the nine months ended September 30, 2024. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.

Geographic Breakdown of Portfolio
United States	100	%

The accompanying notes are an integral part of these consolidated financial statements.

4

TCW STAR DIRECT LENDING LLC

Consolidated Schedule of Investments

As of December 31, 2023

Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1)
Commercial Services & Supplies
	CSAT Holdings LLC	06/30/23	Term Loan - 13.11% (SOFR + 7.50%, 2.00% Floor)		6.3	%	$	7,839,556	06/30/28	$	7,594,859	$	7,721,962
	Jones Industrial Holdings, Inc.	07/31/23	Term Loan - 13.96% (SOFR + 8.50%, 2.00% Floor)		6.4	%		7,812,578	07/31/28		7,571,129		7,820,391
					12.7	%					15,165,988		15,542,353
Construction & Engineering
	Propulsion Acquisition, LLC	05/22/23	Term Loan - 12.10% (SOFR + 6.50%, 1.50% Floor)		3.5	%		4,269,651	07/31/26		4,235,157		4,265,381
	Sunland Asphalt & Construction, LLC	06/16/23	Term Loan B - 12.96% inc PIK (SOFR + 7.50%, 1.75% Floor, 0.50% PIK)		4.1	%		5,010,465	06/16/28		4,844,692		4,995,434
					7.6	%					9,079,849		9,260,815
Containers & Packaging
	The HC Companies, Inc.	08/01/23	Term Loan - 12.61% (SOFR + 7.25%, 2.00% Floor)		7.8	%		9,680,963	08/01/28		9,459,207		9,506,706
	Hoffmaster Group, Inc.	02/24/23	Term Loan - 12.84% (SOFR + 7.50%, 2.00% Floor)		5.5	%		6,531,605	02/24/28		6,472,280		6,694,896
	PaperWorks Industries, Inc.	07/26/23	Term Loan - 13.78% (SOFR + 8.25%, 1.00% Floor)		2.9	%		3,604,746	06/30/27		3,540,640		3,539,861
					16.2	%					19,472,127		19,741,463
Food Products
	Baxters North America, Inc.	05/31/23	Term Loan - 14.63% inc PIK (SOFR + 9.25%, 1.75% Floor, 2.00% PIK)		7.0	%		9,010,904	05/31/28		8,798,913		8,551,348
	Del Real, LLC	03/28/23	Term Loan - 13.25% inc PIK (SOFR + 7.75%, 2.00% Floor, 1.00% PIK)		6.1	%		7,436,417	03/28/28		7,221,402		7,473,600
	Signature Brands, LLC	05/05/23	Term Loan - 14.14% inc PIK (SOFR + 8.50%, 1.75% Floor, 1.25% PIK)		6.6	%		8,347,825	05/04/28		8,176,625		8,080,695
					19.7	%					24,196,940		24,105,643
Ground Transportation
	RPM Purchaser, Inc.	09/11/23	Term Loan B - 11.90% (SOFR + 6.25%, 2.00% Floor)		5.1	%		6,406,004	09/11/28		6,218,088		6,303,508
					5.1	%					6,218,088		6,303,508
Hotels, Restaurants & Leisure
	Five Star Buyer, Inc.	05/11/23	Term Loan - 12.46% (SOFR + 7.00%, 1.50% Floor)		4.9	%		6,273,066	02/23/28		6,057,797		6,040,962
	Five Star Buyer, Inc.	05/11/23	Delayed Draw Term Loan - 12.46% (SOFR + 7.00%, 1.50% Floor)		0.2	%		213,054	02/23/28		213,054		205,171
					5.1	%					6,270,851		6,246,133
Machinery
	Mark Andy, Inc.	06/16/23	Term Loan - 13.25% (SOFR + 7.75%, 1.50% Floor)		5.6	%		6,936,317	06/16/28		6,781,797		6,811,463
					5.6	%					6,781,797		6,811,463

5

TCW STAR DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2023

Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1) (continued)
Marine Transportation
	Florida Marine Transporters, LLC	03/17/23	Term Loan B - 13.47% (SOFR + 8.00%, 2.00% Floor)		7.5	%	$	9,232,860	03/17/28	$	9,014,571	$	9,158,997
					7.5	%					9,014,571		9,158,997
Professional Services
	Alorica Inc.	12/21/22	Term Loan - 12.23% (SOFR + 6.88%, 1.50% Floor)		8.1	%		10,098,739	12/21/27		9,978,450		9,906,863
					8.1	%					9,978,450		9,906,863
Specialty Retail
	D&D Buyer, LLC	10/04/23	Revolver - 12.45% (SOFR + 7.00%, 2.00% Floor)		0.2	%		212,240	10/04/28		212,240		207,996
	D&D Buyer, LLC	10/04/23	Term Loan - 12.45% (SOFR + 7.00%, 2.00% Floor)		4.8	%		5,942,731	10/04/28		5,754,985		5,823,876
					5.0	%					5,967,225		6,031,872
Transportation Infrastructure
	CG Buyer, LLC	07/19/23	Term Loan - 11.86% (SOFR + 6.50%, 1.50% Floor)		4.2	%		5,225,173	07/19/28		5,095,416		5,068,417
					4.2	%					5,095,416		5,068,417
	Total Debt Investments(2)				96.8	%					117,241,302		118,177,527
							Shares
	Cash Equivalents
	First American Government Obligation Fund, Yield 5.30%				3.8	%		4,675,555			4,675,555		4,675,555
	Total Cash Equivalents				3.8	%		4,675,555			4,675,555		4,675,555
	Short-term Investments
	U.S. Treasury Bill, Yield 5.26%				28.2	%		35,000,000			34,437,589		34,437,589
	Total Short-term Investments				28.2	%		35,000,000			34,437,589		34,437,589
	Total Investments (128.8%)									$	156,354,446	$	157,290,671
	Net unrealized depreciation on unfunded commitments (-0.2%)												(215,440	)
	Liabilities in Excess of Other Assets (28.6%)											$	(34,945,502	)
	Net Assets (100.0%)											$	122,129,729

(1)

Certain debt investments are subject to contractual restrictions on resale, such as approval of the agent or borrower.

(2)

The fair value of each debt investment was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

SOFR - Secured Overnight Financing Rate, generally 1-Month, 3-Month, or 6-Month

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $119,348,936 and $12,806,098, respectively, for the year ended December 31, 2023. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.

Geographic Breakdown of Portfolio
United States	100	%

The accompanying notes are an integral part of these consolidated financial statements.

6

TCW STAR DIRECT LENDING LLC

Consolidated Statements of Assets and Liabilities

(Dollar amounts in thousands, except unit data)

September 30, 2024

	As of September 30,
	2024			As of December 31,
	(unaudited)			2023
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (amortized cost of $138,202 and    $117,241, respectively)	$	138,230		$	118,178
Cash and cash equivalents		8,738			5,490
Short-term investments		—			34,438
Interest income receivable		801			602
Receivable for investments sold		61			—
Prepaid expenses		38			25
Total Assets	$	147,868		$	158,733
Liabilities
Repurchase obligations	$	8,976		$	—
Incentive fee payable		3,004			1,169
Management fee payable		434			369
Unrealized depreciation on unfunded commitments		243			215
Payable for short-term investments purchased		—			34,438
Other liabilities payable to related party		—			10
Other accrued expenses and other liabilities		580			402
Total Liabilities		13,237			36,603
Commitments and Contingencies (Note 5)
Members’ Capital
Common Unitholders’ commitment: (3,753,190 units issued and outstanding)		375,319			375,319
Common Unitholders’ undrawn commitment: (3,753,190 units issued and outstanding)		(225,319	)		(246,319	)
Common Unitholders’ return of capital		(13,146	)		(5,997	)
Common Unitholders’ offering costs		(5	)		(5	)
Accumulated Common Unitholders’ tax reclassification		(287	)		(287	)
Common Unitholders’ capital		136,562			122,711
Accumulated overdistributed earnings		(1,931	)		(581	)
Total Members’ Capital		134,631			122,130
Total Liabilities and Members’ Capital	$	147,868		$	158,733
Net Asset Value Per Unit (accrual base) (Note 9)(1)	$	95.91		$	98.17

(1)

Net Asset Value Per Unit (accrual base) equates to the aggregate of the Total Members' Capital and Common Unitholders' undrawn commitment divided by total Common units outstanding.

The accompanying notes are an integral part of these consolidated financial statements.

7

TCW STAR DIRECT LENDING LLC

Consolidated Statements of Operations (Unaudited)

(Dollar amounts in thousands, except unit data)

September 30, 2024

	For the three months ended September 30,						For the nine months ended September 30,
	2024			2023			2024			2023
Investment Income
Non-controlled/non-affiliated investments:
Interest income	$	5,538		$	3,680		$	14,923		$	6,147
Interest income paid-in-kind		454			45			870			83
Other fee income		—			5			24			5
Total investment income		5,992			3,730			15,817			6,235
Expenses
Incentive fees		616			592			1,836			592
Management fees		434			333			1,282			587
Interest expense on repurchase transactions		146			838			704			1,359
Administrative fees		121			123			362			362
Professional fees		69			64			269			196
Directors' fees		64			80			197			225
Insurance expense		13			(125	)		38			(22	)
Organizational costs		—			1			—			1
Other expenses		8			15			22			36
Total expenses		1,471			1,921			4,710			3,336
Net investment income		4,521			1,809			11,107			2,899
Net realized and unrealized (loss) gain on investments
Net realized (loss) gain:
Non-controlled/non-affiliated investments		(2	)		90			24			93
Net change in unrealized appreciation/(depreciation):
Non-controlled/non-affiliated investments		(1,034	)		191			(935	)		526
Net realized gain on short-term investments		—			127			204			270
Net realized and unrealized (loss) gain on investments		(1,036	)		408			(707	)		889
Net increase in Members’ Capital from operations	$	3,485		$	2,217		$	10,400		$	3,788
Basic and diluted:
Income per unit	$	0.93		$	0.59		$	2.77		$	1.01
Units outstanding		3,753,190			3,753,190			3,753,190			3,753,190

The accompanying notes are an integral part of these consolidated financial statements.

8

TCW STAR DIRECT LENDING LLC

Consolidated Statements of Changes in Members' Capital (Unaudited)

(Dollar amounts in thousands, except unit data)

September 30, 2023

	Common Unitholders’ Capital		Accumulated Undistributed (Overdistributed) Earnings			Total
Members' Capital at January 1, 2023	$	22,708	$	(144	)	$	22,564
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
Net investment income		—		93			93
Net realized gain on investments		—		47			47
Net change in unrealized appreciation/(depreciation) on investments		—		(34	)		(34	)
Net Increase in Members’ Capital Resulting from Capital Activity:
Contributions		25,000		—			25,000
Total Increase in Members’ Capital for the three months ended March 31, 2023		25,000		106			25,106
Members’ Capital at March 31, 2023		47,708		(38	)		47,670
Net Increase in Members’ Capital Resulting from Operations:
Net investment income		—		997			997
Net realized gain on investments		—		99			99
Net change in unrealized appreciation/(depreciation) on investments		—		369			369
Net Increase in Members’ Capital Resulting from Capital Activity:
Contributions		19,000		—			19,000
Total Increase in Members’ Capital for the three months ended June 30, 2023		19,000		1,465			20,465
Members’ Capital at June 30, 2023		66,708		1,427			68,135
Net Increase in Members’ Capital Resulting from Operations:
Net investment income		—		1,809			1,809
Net realized gain on investments		—		217			217
Net change in unrealized appreciation/(depreciation) on investments		—		191			191
Net Increase in Members’ Capital Resulting from Capital Activity:
Contributions		47,000		—			47,000
Total Increase in Members’ Capital for the three months ended September 30, 2023		47,000		2,217			49,217
Members’ Capital at September 30, 2023	$	113,708	$	3,644		$	117,352

The accompanying notes are an integral part of these consolidated financial statements.

9

TCW STAR DIRECT LENDING LLC

Consolidated Statements of Changes in Members' Capital (Unaudited)

(Dollar amounts in thousands, except unit data)

September 30, 2024

	Common Unitholders’ Capital			Accumulated Undistributed (Overdistributed) Earnings			Total
Members' Capital at January 1, 2024	$	122,711		$	(581	)	$	122,130
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
Net investment income		—			3,125			3,125
Net realized gain on investments		—			138			138
Net change in unrealized appreciation/(depreciation) on investments		—			(660	)		(660	)
Total Increase in Members’ Capital for the three months ended March 31, 2024		—			2,603			2,603
Members’ Capital at March 31, 2024		122,711			2,022			124,733
Net Increase in Members’ Capital Resulting from Operations:
Net investment income		—			3,461			3,461
Net realized gain on investments		—			92			92
Net change in unrealized appreciation/(depreciation) on investments		—			759			759
Net Increase in Members’ Capital Resulting from Capital Activity:
Contributions		21,000			—			21,000
Total Increase in Members’ Capital for the three months ended June 30, 2024		21,000			4,312			25,312
Members’ Capital at June 30, 2024		143,711			6,334			150,045
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
Net investment income		—			4,521			4,521
Net realized loss on investments		—			(2	)		(2	)
Net change in unrealized appreciation/(depreciation) on investments		—			(1,034	)		(1,034	)
Distributions to Members from:
Distributable earnings		—			(11,750	)		(11,750	)
Return of capital		(7,149	)		—			(7,149	)
Total Decrease in Members’ Capital for the three months ended September 30, 2024		(7,149	)		(8,265	)		(15,414	)
Members’ Capital at September 30, 2024	$	136,562		$	(1,931	)	$	134,631

The accompanying notes are an integral part of these consolidated financial statements.

10

TCW STAR DIRECT LENDING LLC

Consolidated Statements of Cash Flows (Unaudited)

(Dollar amounts in thousands, except unit data)

September 30, 2024

	For the nine months ended September 30,
	2024			2023
Cash Flows from Operating Activities
Net increase in net assets resulting from operations	$	10,400		$	3,788
Adjustments to reconcile the net increase in net assets resulting from operations to net cash used in operating activities:
Purchases of investments		(44,604	)		(111,774	)
Purchases of short-term investments		—			(39,340	)
Interest income paid in-kind		(870	)		(83	)
Proceeds from sales of short-term investments (net of $204 and $270 realized gain on short term investments, respectively)		34,438			24,563
Proceeds from sales and paydowns of investments		25,507			10,958
Realized gain on investments		(24	)		(93	)
Change in net unrealized (appreciation)/depreciation on investments		935			(526	)
Amortization of premium and accretion of discount, net		(968	)		(258	)
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in interest income receivable		(199	)		(367	)
(Increase) decrease in receivable for investments sold		(61	)		—
(Increase) decrease in prepaid expenses		(13	)		(38	)
Increase (decrease) in payable for short-term investments purchased		(34,438	)		14,777
Increase (decrease) in incentive fee payable		1,835			592
Increase (decrease) in management fee payable		65			329
Increase (decrease) in organizational costs payable to related party		—			2
Increase (decrease) in other liabilities payable to related party		(10	)		36
Increase (decrease) in other accrued expenses and other liabilities		178			361
Net cash used in operating activities		(7,829	)		(97,073	)
Cash Flows from Financing Activities
Contribution from Members		21,000			91,000
Return of capital		(7,149	)		—
Distributions to Members		(11,750	)		—
Proceeds from repurchase obligation		43,507			83,714
Repayment of repurchase obligation		(34,531	)		(77,493	)
Net cash provided by financing activities		11,077			97,221
Net increase in cash and cash equivalents		3,248			148
Cash and cash equivalents, beginning of period		5,490			12,880
Cash and cash equivalents, end of period	$	8,738		$	13,028
Supplemental and non-cash financing activities
Interest expense paid	$	675		$	886

The accompanying notes are an integral part of these consolidated financial statements.

11

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

1.

Organization and Basis of Presentation

Organization: TCW Star Direct Lending LLC (the “Company”), was formed as a Delaware limited liability company on March 7, 2022. The Company has conducted 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 July 21, 2022 (“Inception Date”), the Company sold and issued 10 Units at an aggregate purchase price of $1 to TCW Asset Management Company LLC (“TAMCO”), an affiliate of the TCW Group, Inc. During the fourth quarter of 2022, TAMCO transferred its 10 units back to the Company.

On September 1, 2022, 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 filed an election 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”) and has made such an election beginning with the taxable year ending December 31, 2022. As a BDC and a RIC, the Company is required to meet the minimum distribution and other requirements for RIC qualification, and as a BDC and a RIC, the Company is required to comply with certain regulatory requirements.

On September 15, 2022, the Company entered into the Investment Advisory and Management Agreement with TAMCO, its registered investment adviser (the “Adviser”). On the same date, the Company also completed the closing of the sale of its Common Units (the "Closing Date") pursuant to which the Company sold 3,753,190 Common Units at an aggregate purchase price of $375,319.

The Company commenced operations during the third quarter of fiscal year 2022 and commenced investment activity during the last two weeks of December 2022.

During the year-ended December 31, 2023, the Company formed three wholly-owned subsidiaries - TCW Star DLG-1 LLC, TCW Star DLG-2 LLC, and TCW Star DLG-3 LLC, each a Delaware limited liability company and each designed to be signatories on debt investments of the 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 September 15, 2030 which is the eighth anniversary of the date of the Company’s amended and restated limited liability agreement (the “LLC Agreement”), unless extended or the Company is sooner dissolved as provided in the LLC Agreement or by operation of law. Thereafter, the Company may extend the term for successive 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.

Commitment Period: The Commitment Period commenced on the 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 will end four years from the later of (a) September 15, 2026, four years from the Closing Date and (b) four years from the date in which the Company first completed an investment. However, the Commitment Period is subject to termination upon the occurrence of a Key Person Event defined as follows: A “Key Person Event” will occur if, during the Commitment Period, (i) Richard T. Miller and one or more of Suzanne Grosso, Mark Gertzof and David Wang (each of such four Persons, a “Key Person” and collectively, the “Key Persons”) fail to devote substantially all (i.e., more than 85%) of their business time to the investment activities of the Company and the Related Entities; or (ii) Ms. Grosso, Mr. Gertzof and Mr. Wang all fail to devote substantially all of their business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a temporary disability (the occurrence of such an event, a “Key Person Departure”); provided that if a replacement has been approved as described in the paragraphs below, such replacement shall be specifically designated to take the place of one of the above-named individuals and the definition “Key Person Event” will be amended to take into account such successor.

12

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

1.

Organization and Basis of Presentation (Continued)

Upon the occurrence of a Key Person Event, and in the event that the Adviser fails to replace the above-referenced individuals in the manner contemplated by this paragraph, the Commitment Period shall be automatically terminated upon such Key Person Event. The Commitment Period will be re-instated upon the vote or written consent of 66 2/3% in interest of the Unitholders. The Adviser is permitted at any time to replace any person designated above with a senior professional (including a Key Person) selected by the Adviser, provided that such replacement has been approved by a majority of the Unitholders (in which case, the approved substitute will be a Key Person in lieu of the person replaced). The determination of whether a Key Person Event has occurred will be made by the Company in accordance with the criteria set out above. The Company shall provide written notice to Unitholders of such Key Person Event within 30 days of the date of such Key Person Departure. If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided herein, then notwithstanding anything herein, the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of the majority of the Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the Person replaced) no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key Person. If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.

In accordance with the Company’s LLC Agreement, the Company may complete investment transactions that were significantly in process as of the end of the Commitment Period and which the Company reasonably expects to be consummated prior to 90 days after the expiration date of the Commitment Period. The Company may also affect follow-on investments in existing portfolio companies up to an aggregate maximum of 10% of aggregate cumulative invested amounts.

Capital Commitments: As of September 30, 2024, the Company has sold 3,753,190 Units for an aggregate offering price of $375,319. 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 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”.

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 September 30, 2024, 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
Common Unitholder	$	375,319	$	225,319		40.0	%		3,753,190

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 September 30, 2024 was $13,146.

13

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

2.

Significant Accounting Policies

Basis of Presentation: The Company’s unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 and Article 10 of Regulation S-X. 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 unaudited consolidated financial statements reflect all adjustments, both normal and recurring which, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition for the periods presented. The unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission ("SEC") on March 27, 2024.

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 and interest income paid-in-kind are recorded on an accrual basis unless doubtful of collection or the related investment is in default. Realized gains and losses on investments are recorded on a specific identification basis. 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 immediately when earned as income.

The Company may enter into certain intercreditor agreements that entitle the Company to the “last out” tranche of first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. In certain cases, the Company may receive a higher interest rate than the contractual stated interest rate as disclosed on the Company’s Consolidated Schedule of Investments.

Certain investments have an unfunded loan commitment for a delayed draw term loan or revolving credit. The Company earns an unused commitment fee on the unfunded commitment during the commitment period. The expiration date of the commitment period may be earlier than the maturity date of the investment stated above. See Note 5—Commitments and Contingencies.

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection.

14

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

2.

Significant Accounting Policies (Continued)

Organizational and Offering Costs: Costs incurred to organize the Company are expensed as incurred. Offering costs are accumulated and will be charged directly to Members’ Capital during the same period in which an initial capital call is made. 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 organizational and offering costs in connection with the offering of the Units through the end of the period during which the Units will be offered (the “Closing Period”). Organizational costs are expensed as incurred, and since inception the Company has incurred $148 in organizational costs, of which $0 was expensed during the three and nine months ended September 30, 2024. Since inception, the Company has incurred $5 in offering costs, all of which was charged to Members' Capital during the fourth quarter of the period ended December 31, 2022.

Cash and Cash Equivalents: The Company generally considers investments with a maturity of three months or less at the time of acquisition to be cash equivalents. As of September 30, 2024, cash and cash equivalents is comprised of demand deposits and highly liquid investments with maturities of three months or less. Cash equivalents are valued at the net asset value of the mutual fund which approximates fair value and are classified as Level 1 in the GAAP valuation hierarchy.

Short-term investments: The Company generally considers investments with original maturities beyond three months at the date of purchase and one year or less from the balance sheet date to be short-term investments. As of September 30, 2024, the Company does not have any short-term investments.

Repurchase Obligations: Transactions whereby the Company sells an investment it currently holds with a concurrent agreement to repurchase the same investment at an agreed upon price at a future date are accounted for as secured borrowings in accordance with ASC 860, Transfers and Servicing. The investment subject to the repurchase agreement remains on the Company's Consolidated Statements of Assets and Liabilities and a secured borrowing is recorded for the future repurchase obligation. The secured borrowing is collateralized by the investment subject to the repurchase agreement. Interest expense associated with the repurchase obligation is reported on the Company's Consolidated Statements of Operations within Interest expense on repurchase transactions.

Income Taxes: The Company has elected to be regulated as a BDC under the 1940 Act. The Company also intends 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 Unitholders 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.

Recent Accounting Pronouncements: 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. On January 1, 2024, the Company adopted ASU 2022-03 and the adoption did not have a material impact 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.

Pursuant to Rule 2a-5 under the 1940 Act, the Board has 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.

15

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

3.

Investment Valuations and Fair Value Measurements (Continued)

Fair Value Hierarchy: The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into the three broad levels as follows::

Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.

Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs.

Level 3 values are based on significant unobservable inputs that reflect the Company’s determination of assumptions that market participants might reasonably use in valuing the assets.

Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.

Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 1), generally 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), generally include 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), include investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. An income method approach incorporating a weighted average cost of capital and discount rate or a market method approach using prices and other relevant information generated by market transactions involving identical or comparable assets are generally used to determine fair value, though some cases use 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), may include 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.

16

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

3.

Investment Valuations and Fair Value Measurements (Continued)

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 September 30, 2024:

Investments	Level 1		Level 2		Level 3		Total
Debt	$	—	$	—	$	138,189	$	138,189
Equity		—		—		41		41
Cash equivalents		7,723		—		—		7,723
Total	$	7,723	$	—	$	138,230	$	145,953

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, 2023:

Investments	Level 1		Level 2		Level 3		Total
Debt	$	—	$	—	$	118,178	$	118,178
Short-term investments		34,438		—		—		34,438
Cash equivalents		4,676		—		—		4,676
Total	$	39,114	$	—	$	118,178	$	157,292

The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three and nine months ended September 30, 2024:

	Debt			Equity			Total
Balance, July 1, 2024	$	152,747		$	215		$	152,962
Purchases, including payments received in-kind		5,158			—			5,158
Sales and paydowns of investments		(19,348	)		—			(19,348	)
Amortization of premium and accretion of discount, net		518			—			518
Net realized losses		(2	)		—			(2	)
Net change in unrealized appreciation/(depreciation)		(884	)		(174	)		(1,058	)
Balance, September 30, 2024	$	138,189		$	41		$	138,230
Change in net unrealized appreciation/(depreciation) in investments held as of September 30, 2024	$	(710	)	$	(174	)	$	(884	)

	Debt			Equity		Total
Balance, January 1, 2024	$	118,178		$	—	$	118,178
Purchases, including payments received in-kind		45,474			—		45,474
Sales and paydowns of investments		(25,507	)		—		(25,507	)
Amortization of premium and accretion of discount, net		968			—		968
Net realized gains		24			—		24
Net change in unrealized appreciation/(depreciation)		(948	)		41		(907	)
Balance, September 30, 2024	$	138,189		$	41	$	138,230
Change in net unrealized appreciation/(depreciation) in investments held as of September 30, 2024	$	(774	)	$	41	$	(733	)

17

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

3.

Investment Valuations and Fair Value Measurements (Continued)

The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three and nine months ended September 30, 2023:

	Debt			Equity		Total
Balance, July 1, 2023	$	82,691		$	—	$	82,691
Purchases, including payments received in-kind		36,960			—		36,960
Sales and paydowns of investments		(7,999	)		—		(7,999	)
Amortization of premium and accretion of discount, net		161			—		161
Net realized gains		90			—		90
Net change in unrealized appreciation/(depreciation)		257			—		257
Balance, September 30, 2023	$	112,160		$	—	$	112,160
Change in net unrealized appreciation/(depreciation) in investments held as of September 30, 2023	$	257		$	—	$	257

	Debt			Equity		Total
Balance, January 1, 2023	$	10,150		$	—	$	10,150
Purchases, including payments received in-kind		111,857			—		111,857
Sales and paydowns of investments		(10,958	)		—		(10,958	)
Amortization of premium and accretion of discount, net		258			—		258
Net realized gains		93			—		93
Net change in unrealized appreciation/(depreciation)		760			—		760
Balance, September 30, 2023	$	112,160		$	—	$	112,160
Change in net unrealized appreciation/(depreciation) in investments held as of September 30, 2023	$	760		$	—	$	760

The Company did not have any transfers between levels during the three and nine months ended September 30, 2024 and 2023.

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 September 30, 2024:

Investment Type	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average*	Impact to Valuation if Input Increases
Debt	$	132,604	Income Method	Discount Rate	7.7% to 18.9%	11.8%	Decrease
Debt	$	5,585	Market Method	EBITDA Multiple	6.5x to 7.5x	7.0x	Increase
Equity	$	41	Market Method	EBITDA Multiple	6.5x to 7.5x	7.0x	Increase

* Weighted based on fair value

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, 2023:

Investment Type	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average*	Impact to Valuation if Input Increases
Debt	$	118,178	Income Method	Discount Rate	10.3% to 16.3%	12.7%	Decrease

* Weighted based on fair value

18

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

3.

Investment Valuations and Fair Value Measurements (Continued)

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 September 15, 2022, 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 will automatically terminate in the event of an assignment by the Adviser. On August 12, 2024, the Company's Board renewed the Advisory Agreement for an additional one-year term through September 15, 2025.

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:

•

formulate and implement the Company's investment program;

•

determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes;

•

identify/source, research, evaluate and negotiate the structure of the investments made by the Company (including due diligence on prospective Portfolio Companies);

•

close, monitor and administer the Company's investments, including the exercise of any rights in its capacity as a lender;

•

determine the securities and other assets that the Company will originate, purchase, retain, or sell;

•

place orders for the purchase or sale of portfolio securities for the Company's account with broker-dealers selected by the Adviser;

•

pay such expenses as are incurred by it in connection with providing the foregoing services, subject to the reimbursement of certain expenses incurred on behalf of the Company to the extent described in the Administration Agreement (as defined below);

•

coordinate with the Administrator (as defined below) and;

•

provide the Company with such other investment advisory, research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required.

The Company pays to the Adviser, quarterly in arrears, a management fee in cash (the “Management Fee”) calculated as follows: 0.3125% (i.e., 1.25% 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 the Company’s portfolio investments (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 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. Installments of the Management Fee payable for any partial month or quarter shall be pro rated for the actual number of days in such period.

19

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

4.

Agreements and Related Party Transactions (Continued)

For the three and nine months ended September 30, 2024, Management Fees incurred were $434 and $1,282, respectively, and $434 remained payable as of September 30, 2024.

For the three and nine months ended September 30, 2023, Management Fees incurred were $333 and $587, respectively, and $333 remained payable as of September 30, 2023.

In addition, the Adviser will receive an incentive fee (the “Incentive Fee”) as follows:

(a)

First, no Incentive Fee will be owed until the Common Unitholders have collectively received cumulative distributions pursuant to this clause (a) equal to their Aggregate Contributions (as defined in the LLC Agreement) to the Company in respect of all the Common Units;

(b)

Second, no Incentive Fee will be owed until the Common Unitholders have collectively received cumulative distributions equal to a 6.5% internal rate of return on their Aggregate Contributions to the Company in respect of all Common Units (the "Hurdle");

(c)

Third, the Adviser will be entitled to an Incentive Fee out of 100% of additional amounts otherwise distributable to Common Unitholders until such time as the Incentive Fee paid to the Adviser is equal to 15% of the sum of (A) the amount by which the Hurdle exceeds the Aggregate Contributions of the Common Unitholders in respect of all Common Units and (B) 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 15% of additional amounts otherwise distributable to Common Unitholders in respect of all Common Units, with the remaining 85% distributed to the Common Unitholders.

The Incentive Fee will be calculated on a cumulative basis and the amount of the Incentive Fee payable in connection with any distribution (or deemed distribution) will be determined and, if applicable, paid in accordance with the foregoing formula each time amounts are to be distributed to the Common Unitholders.

For purposes of calculating the Incentive Fee, as provided in Section 3.3.2 of the LLC Agreement, Aggregate Contributions shall not include NAV Balancing Contributions or Late-Closer Contributions, and the distributions to Common Unitholders shall not include distributions attributable to Late-Closer Contributions (each capitalized term as defined in the LLC agreement). NAV Balancing Contributions received by the Company will not be treated as amounts distributed to Common Unitholders for purposes of calculating the Incentive Fee. In addition, if distributions to which a Defaulting Member (as defined in the LLC Agreement) otherwise would have been entitled have been withheld pursuant to Section 6.2.4 of 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.

If the Advisory Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating the Advisory Agreement or (ii) the Company terminating the Advisory Agreement for cause, 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 (as defined in the LLC Agreement)), 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 Common Unitholders and paid as Incentive Fee in accordance with Section 6(a) of the Advisory Agreement. The Company will make the Final Incentive Fee Payment in cash on or immediately following the date the Advisory Agreement is so terminated. In the case of an early termination, the Adviser Return Obligation under Section 6(c) of the Advisory Agreement will not apply in connection with a Final Incentive Fee Payment.

For the three and nine months ended September 30, 2024, Incentive Fees incurred were $616 and $1,836, respectively. For the three and nine months ended September 30, 2023, Incentive Fees incurred were $592 and $592, respectively. The Company has not made any incentive fee payments to the Adviser, and as of September 30, 2024 and December 31, 2023, the Company's incentive fee payable to the Advisor was $3,004 and $1,169, respectively.

20

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

4.

Agreements and Related Party Transactions (Continued)

Adviser Return Obligation: On each fiscal year-end from and after December 31, 2024 (each, an "Interim Incentive Fee Date"), and after the Company has made its final distribution of assets pursuant to Section 9.2 of the LLC Agreement (the “Final Incentive Fee Date”), if the Adviser has received aggregate payments of Final Incentive Fee, or with respect to the Interim Incentive Fee only, an amount equal to or greater than $1,000 in excess of the Adviser Target Amount (as defined in the Advisory Agreement) as of such time (an “Adviser Return Event”), then the Adviser shall return to the Company in cash on or before the 90th day after such Interim Incentive Fee Date or Final Incentive Fee Date, as the case may be, an amount equal to such excess (the "Adviser Return Obligation"). Notwithstanding the preceding sentence, in no event shall the Adviser Return Obligation exceed an amount greater than the aggregate amount of Incentive Fee payments previously received by (or allocated to) the Adviser from the Company with respect to the two Interim Incentive Fee Dates immediately preceding such Adviser Return Event, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York City and State income tax rates applied to such payments), 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 (assuming that, to the extent such payments are deductible by the Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York City and State income tax rates), as reasonably determined by the Adviser.

The Adviser Return Obligation shall be recomputed to take into account any post-liquidation returns of distributions made by Members pursuant to Section 11.4 of the LLC Agreement, and any additional Adviser Return Obligation triggered by such post- liquidation returns shall be made by the Adviser contemporaneously with such post- liquidation returns by the Members.

Administration Agreement: On September 15, 2022, the Company entered into an Administration Agreement (the “Administration Agreement”) with TCW Asset Management Company LLC (in such capacity, the “Administrator”). Under the Administration Agreement, the Administrator will furnish us with office facilities and equipment, and clerical, bookkeeping and record keeping services. Pursuant to the Administration Agreement, the Administrator will oversee the maintenance of the Company’s financial records and otherwise assist with the Company’s compliance with BDC and RIC rules, monitor the payment of 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 the 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, shall from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator may perform these services directly, may delegate some or all of them through the retention of a sub-administrator and may remove or replace any sub-administrator.

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 amounts paid pursuant to the Administration Agreement are subject to the Company Expenses Limitation (as defined below). The Administrator agrees that it would not charge total fees under the Administration Agreement that would exceed its reasonable estimate of what a qualified third party would charge to perform substantially similar services. The costs and expenses paid by the Company and the applicable caps on certain costs and expenses are described below under “Expenses”.

The Administration Agreement provides that neither the Administrator, nor any director, officer, agent or employee of the Administrator, shall be liable or responsible to the Company or any of the Unitholders for any mistake in judgment, any act performed or omission made by such person or losses due to the mistake, action, inaction, or negligence of other agents of the Company. The Company will also indemnify the Administrator and its members, managers, officers, employees, agents, controlling persons and any other person or entity affiliated with it. On August 12, 2024, the Company's Board renewed the Administrative Agreement for an additional one-year term through September 15, 2025.

21

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

4.

Agreements and Related Party Transactions (Continued)

Expenses: The Company, and indirectly the Unitholders, will bear all costs, expenses and liabilities, other than Adviser Operating Expenses (as defined below, and which shall be borne by the Adviser), in connection with the Company’s 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 and organizational expenses of a related entity organized and managed by the Adviser or an affiliate of the Adviser as a feeder fund for the Company and issuance of interests therein; (b) expenses of calculating 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 Company’s financial and legal affairs, 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 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 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 and expenses payable under the Administration Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (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; (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 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 Company’s 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 the Company, 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 Company’s 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.

22

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

4.

Agreements and Related Party Transactions (Continued)

However, the Company will not bear more than (a) an amount equal to 10 basis points of its aggregate Commitments for organizational expenses and offering expenses in connection with the offering of Units (the “Company Expenses Limitation”).

“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 (i) those incurred in maintaining fidelity bonds and Indemnitee insurance policies and (ii) the allocable portion of the Administrator’s overhead in performing its obligations), in furtherance of providing supervisory investment management services for the Company. For the avoidance of doubt, 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 (“Advisers Act”), 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, as set forth above, will be borne by the Adviser or its affiliates.

5.

Commitments and Contingencies

The Company had the following unfunded commitments and unrealized depreciation by investment as of September 30, 2024 and December 31, 2023:

		September 30, 2024				December 31, 2023
Unfunded Commitments	Maturity/ Expiration	Amount		Unrealized Depreciation		Amount		Unrealized Depreciation
CG Buyer, LLC	July 2025	$	910	$	9	$	972	$	29
Comprehensive Logistics Co.	March 2026		879		16		—		—
CSAT Holdings LLC	June 2028		1,035		17		1,035		16
D&D Buyer, LLC	October 2025		1,486		—		1,486		30
D&D Buyer, LLC	October 2028		424		—		424		8
Del Real, LLC	March 2028		901		—		901		—
Fenix Intermediate, LLC	March 2026		2,393		62		—		—
Five Star Buyer, Inc.	February 2028		910		25		910		34
Five Star Buyer, Inc.	May 2024		—		—		910		34
Great Kitchens Food Compay, Inc.	May 2029		1,196		19		—		—
Hoffmaster Group, Inc.	February 2028		628		4		628		—
HydroSource Logistics, LLC	April 2029		377		—		—		—
Jones Industrial Holdings, Inc.	February 2025		—		—		1,978		—
RPM Purchaser, Inc.	September 2025		847		—		1,751		28
Signature Brands, LLC	March 2025		964		86		964		31
Sunland Asphalt & Construction, LLC	December 2024		1,307		—		2,114		6
VoltaGrid, LLC	September 2025		578		5		—		—
Total		$	14,835	$	243	$	14,073	$	215

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of September 30, 2024, 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.

23

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

6.

Members' Capital

The Company’s Unit activity for the three and nine months ended September 30, 2024 and 2023 was as follows:

	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Units at beginning of period		3,753,190		3,753,190		3,753,190		3,753,190
Units issued and committed at end of period		3,753,190		3,753,190		3,753,190		3,753,190

No deemed distributions and contributions were processed during the three and nine months ended September 30, 2024 and 2023.

7.

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 60-days from the date it was sold (each, a “Macquarie Transaction”).

Additionally, the Company may, from time to time, enter into repurchase agreements with Barclays Bank PLC (“Barclays”), whereby the Company sells to Barclays its short-term investments and concurrently enters into an agreement to repurchase the same investments at an agreed-upon price at a future date, generally within 30-days (each, a “Barclays Transaction” and together with the Macquarie Transactions, the “Repurchase Transactions”).

In accordance with ASC 860, Transfers and Servicing, these Repurchase Transactions meet the criteria for secured borrowings. Accordingly, the investments financed by these Repurchase Transactions remain on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to Macquarie and Barclays (the “Repurchase Obligations”). Outstanding Repurchase Obligations are presented on the Company's Consolidated Statements of Assets and Liabilities as Repurchase Obligations. Repurchase Obligations are secured by the respective investment or short-term investment that is the subject of the repurchase agreement. Interest expense associated with the Repurchase Obligations is reported on the Company’s Consolidated Statements of Operations within Interest expense on repurchase transactions.

During the nine months ended September 30, 2024, the Company entered into Barclays Transactions on January 2, 2024 and April 1, 2024 which settled on January 25, 2024 and April 25, 2024, respectively. During the nine months ended September 30, 2023, the Company entered into Barclays Transactions on January 3, 2023, April 3, 2023 and July 5, 2023 which settled on January 25, 2023, April 25, 2023 and July 25, 2023, respectively.

Interest expense incurred on the Barclays Transactions was $0 and $169 during the three months ended September 30, 2024 and 2023, respectively. Interest expense incurred on the Barclays Transactions was $228 and $443 during the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, the Company had no outstanding Repurchase Obligations with Barclays.

During the nine months ended September 30, 2024, the Company entered into Macquarie Transactions which resulted in interest expense of $146 and $476 for the three and nine months ended September 30, 2024, respectively, and is reported on the Company’s Consolidated Statements of Operations within Interest expense on repurchase transactions. During the nine months ended September 30, 2023, the Company entered into Macquarie Transactions which resulted in interest expense of $669 and $916 for the three and nine months ended September 30, 2023, respectively, and is reported on the Company’s Consolidated Statements of Operations within Interest expense on repurchase transactions. The weighted average annual interest rate on Macquarie Transactions for the nine months ended September 30, 2024 and 2023 was 8.23% and 8.31%, respectively.

24

TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

7.

Repurchase Obligations (Continued)

The Macquarie Transactions entered into by the Company during the nine months ended September 30, 2024 and 2023 are listed below, along with the respective investments which collateralize each Repurchase Obligation. Interest expense under these Repurchase Obligations is calculated as the product of (i) the difference in days between the trade date and the settlement date of the respective Macquarie Transaction and (ii) the interest rates listed in the tables below, as stipulated in the respective repurchase agreements.

Macquarie Transactions during the nine months ended September 30, 2024:

Issuer	Investment	Agreement Date	Principal		Interest Rate	Settlement Date
Hoffmaster Group, Inc.	Term Loan	3/15/2024	$	811,723	0.00023228	4/30/2024
Comprehensive Logistics Co., LLC	Term Loan	3/26/2024		4,214,000	0.00023205	5/24/2024
Fenix Intermediate, LLC	Term Loan	3/28/2024		5,999,947	0.00023205	5/24/2024
HydroSource Logistics, LLC	Term Loan	4/5/2024		4,753,000	0.00023191	5/24/2024
VoltaGrid, LLC	Term Loan	4/9/2024		5,534,757	0.00023171	5/24/2024
The HC Companies, Inc.	Incremental Term Loan	5/22/2024		780,000	0.00023224	8/2/2024
Great Kitchens Food Company, Inc.	Term Loan	5/31/2024		806,812	0.00023280	7/16/2024
Great Kitchens Food Company, Inc.	Term Loan	5/31/2024		1,075,749	0.00023280	7/17/2024
Great Kitchens Food Company, Inc.	Term Loan	5/31/2024		7,099,943	0.00023280	8/19/2024
Superior Industries International, Inc.	Term Loan	8/14/2024		3,455,127	0.00022676	9/13/2024
Comprehensive Logistics Co., LLC	Term Loan	8/16/2024		1,476,000	0.00022650	N/A
Comprehensive Logistics Co., LLC	Term Loan	9/23/2024		3,750,000	0.00021436	N/A
Great Kitchens Food Company, Inc.	Term Loan	9/23/2024		3,750,000	0.00021436	N/A

Macquarie Transactions during the nine months ended September 30, 2023:

Issuer	Investment	Agreement Date	Principal		Interest Rate	Settlement Date
Florida Marine Transporters, LLC	Term Loan B	3/16/2023	$	10,943,137	0.00021626	3/29/2023
Del Real, LLC	Term Loan	3/28/2023		2,917,500	0.00022052	4/20/2023
Baxters North America, Inc.	Term Loan	5/17/2023		7,878,754	0.00023097	6/28/2023
Five Star Buyer, Inc.	Term Loan	5/11/2023		4,801,786	0.00022815	6/28/2023
Propulsion Acquisition, LLC	Term Loan	5/22/2023		4,259,594	0.00022955	6/28/2023
Mark Andy, Inc.	Term Loan	6/16/2023		6,796,894	0.00023023	8/15/2023
Mark Andy, Inc.	Term Loan	8/15/2023		6,796,894	0.00023185	9/15/2023
Sunland Asphalt & Construction, LLC	Term Loan B	6/16/2023		4,820,146	0.00023023	8/15/2023
Sunland Asphalt & Construction, LLC	Term Loan B	8/15/2023		4,820,146	0.00023185	9/15/2023
CSAT Holdings LLC	Term Loan	6/30/2023		8,298,874	0.00023089	8/29/2023
CSAT Holdings LLC	Term Loan	8/29/2023		8,298,874	0.00023243	9/15/2023
CG Buyer, LLC	Term Loan	7/19/2023		5,107,988	0.00023378	9/15/2023
Jones Industrial Holdings, Inc.	Term Loan	7/31/2023		10,414,998	0.00023548	9/15/2023
The HC Companies, Inc.	Term Loan	8/1/2023		10,499,037	0.00023548	9/15/2023
RPM Purchaser, Inc.	Term Loan B	9/11/2023		6,975,475	0.00023617	9/27/2023
RPM Purchaser, Inc.	Term Loan B	9/11/2023		6,221,369	0.00023617	10/11/2023

As of September 30, 2024 and December 31, 2023, the Company had $8,976 and $0, respectively, in outstanding Repurchase Obligations with Macquarie, which are categorized as Level 2 within the fair value hierarchy.

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TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

8.

Income Taxes

The Company has elected to be regulated as a BDC under the 1940 Act and to be treated as a RIC under the Code and has made such an election beginning with the taxable year ending December 31, 2022. 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 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 September 30, 2024 and December 31, 2023, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows:

	September 30, 2024			December 31, 2023
Cost of investments for federal income tax purposes	$	145,925		$	156,354
Unrealized appreciation	$	1,651		$	1,408
Unrealized depreciation	$	(1,622	)	$	(472	)
Net unrealized appreciation on investments	$	29		$	936

The Company did not have any unrecognized tax benefits as of December 31, 2023, nor were there any increases or decreases in unrecognized tax benefits for the period then ended; therefore, no interest or penalties were accrued.

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TCW STAR DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

9.

Financial Highlights

Selected data for a unit outstanding throughout the nine months ended September 30, 2024 and 2023 is presented below.

	For the nine months ended September 30,
	2024(1)			2023(1)
Net Asset Value Per Unit (accrual base), Beginning of Period	$	98.17		$	99.88
Income from Investment Operations:
Net investment income		2.96			0.77
Net realized and unrealized (loss) gain		(0.19	)		0.24
Total income from investment operations		2.77			1.01
Less Distributions:
From distributable earnings		(3.13	)		—
From return of capital		(1.90	)		—
Total distributions		(5.03	)		—
Net Asset Value Per Unit (accrual base), End of Period	$	95.91		$	100.89
Unitholder Total Return(2)(3)		7.94	%		7.63	%
Unitholder IRR before incentive fee(4)		12.30	%		10.58	%
Unitholder IRR after incentive fee(4)		10.49	%		8.96	%
Ratios and Supplemental Data:
Members’ Capital, end of period	$	134,631		$	117,352
Units outstanding, end of period		3,753,190			3,753,190
Ratios based on average net assets of Members’ Capital:
Ratio of total expenses to average net assets(5)		4.72	%		4.67	%
Ratio of net investment income to average net assets(5)		11.12	%		4.05	%
Ratio of incentive fees to average net asset(5)		1.84	%		0.83	%
Portfolio turnover rate(3)		18.86	%		19.03	%

(1)

Per unit data was calculated using the number of Units issued and outstanding as of September 30, 2024 and 2023.

(2)

The Total Return for the nine months ended September 30, 2024 and 2023 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.

(3)

Not annualized.

(4)

The Internal Rate of Return (“IRR”) since inception for the Common Unitholders, after management fees, financing costs and operating expenses, but before incentive fees is 12.30% through September 30, 2024. The IRR since inception for the Common Unitholders, after management fees, financing costs, operating expenses, and incentive fees is 10.49% through September 30, 2024. The IRR is computed based on cash flow due dates contained in notices to Members (contributions from and distributions to the Common Unitholders) and the net assets (residual value) of the Members’ Capital account at period end. The IRR is calculated based on the fair value of investments using principles and methods in accordance with GAAP and does not necessarily represent the amounts that may be realized from sales or other dispositions. Accordingly, the return may vary significantly upon realization.

(5)

Annualized.

10.

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 October 11, 2024, the Company made a payment to partially settle the Macquarie Transaction for the Comprehensive Logistics Co., LLC term loan in the amount of $1,487.

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Item 2. 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 on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or future performance or financial condition of TCW Star Direct Lending LLC. For simplicity, this report uses the terms “Company,” “we,” “us,” and “our” to refer to TCW Star Direct Lending LLC.

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;

•

an economic downturn could disproportionately impact the companies which we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;

•

interest rate volatility could adversely affect our results;

•

a decline in interest rates could adversely impact our results as all of our investments bear interest based on floating rates;

•

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;

•

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 adequacy of our working capital and our ability to generate sufficient cash to pay our operating expenses;

•

the costs associated with being an entity registered with the Securities and Exchange Commission (“SEC”);

•

uncertainty surrounding global political and financial stability, including the liquidity of the banking industry;

•

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 the 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;

28

•

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” in our Form 10-K filed with the SEC on March 27, 2024.

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.

Overview

We were formed on March 7, 2022 as a limited liability company under the laws of the State of Delaware. We have conducted private offerings 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”).

We are an externally managed, closed-end, non-diversified management investment company. On September 1, 2022, we filed an election to be regulated as a BDC under the 1940 Act. We also elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code and made such an election beginning with the taxable year ending December 31, 2022. As a BDC and a RIC, we are required to comply with certain regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.

On September 15, 2022, (the “Closing Date”) we began accepting subscription agreements from investors for the private sale of our Units. As of September 30, 2024, we have sold 3,753,190 Units for an aggregate offering price of $375.3 million. 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.”

Our Commitment Period commenced on the Closing Date and will end four years from the later of (a) September 15, 2026, four years from the Closing Date and (b) four years from the date in which the Company first completed an investment. However, the Commitment Period is subject to termination upon the occurrence of Key Person Event defined as follows: A “Key Person Event” will occur if, during the Commitment Period, (i) Richard T. Miller and one or more Suzanne Grosso, Mark Gertzof and David Wang (each of such four Persons, a “Key Person” and collectively, the “Key Persons”) fail to devote substantially all (i.e. more than 85%) of his or her business time to the investment activities of the Company, the prior funds, any successor funds and any fund(s) managed by the Adviser or an affiliate of the Adviser that are managed within the Private Credit Group (together, the “Related Entities”); or (ii) Ms. Grosso, Mr. Gertzof and Mr. Wang all fail to devote substantially all of their business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a temporary disability; provided that if a replacement has been approved as described in the paragraphs below, such replacement shall be specifically designated to take the place of one of the above-named individuals and the definition “Key Person Event” will be amended to take into account such successor.

Upon the occurrence of a Key Person Event, and in the event that the Adviser fails to replace the above-referenced individuals in the manner contemplated by the last sentence of this paragraph, the Commitment Period shall be automatically terminated upon such Key Person Event. The Commitment Period will be re-instated upon the vote or written consent of 66 2/3% in interest of the Unitholders. The Adviser is permitted at any time to replace any person designated above with a senior professional (including a Key Person) selected by the Adviser, provided that such replacement has been approved by a majority of the Unitholders (in which case, the approved substitute will be a Key Person in lieu of the person replaced). The determination of whether a Key Person Event has occurred will be made by the Company in accordance with the criteria set out above. The Company shall provide written notice to Unitholders of such Key Person Event within 30 days of the date of such Key Person Departure. If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided herein, then notwithstanding anything herein, the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any Person designated above with a senior professional

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(including a Key Person) selected by the Adviser, with the approval of the majority of the Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the Person replaced) no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key Person. If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.

In accordance with the Company’s Amended and Restated Limited Liability Company Agreement, the Company may complete investment transactions that were significantly in process as of the end of the Commitment Period and which the Company reasonably expects to be consummated prior to 90 days after 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 aggregate cumulative invested amounts.

We commenced operations during the third quarter of fiscal year 2022.

During the year-ended December 31, 2023, we formed three wholly-owned subsidiaries - TCW Star DLG-1 LLC, TCW Star DLG-2 LLC and TCW Star DLG-3 LLC each a Delaware limited liability company and each designed to be signatories on debt investments of ours.

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. Our highly negotiated private investments 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, our investment bias is towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments. Although we do not currently expect the Private Credit Group to originate a significant amount of investments for us with the use of payment-in-kind ("PIK") interest features, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, from time to time we may make investments that contain such features or that subsequently incorporate such features after origination.

We are primarily focused on investing in senior secured debt obligations, although there may be occasions where the investment may be unsecured. We will 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 circumstances, we may co-invest with other investors and/or strategic partners indirectly in a company through an Investment Vehicle. While we will invest primarily in U.S. companies, there may be certain instances where we will invest 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 will be provided through the Administration Agreement and the Advisory Agreement.

We, and indirectly our Unitholders, will bear all costs, expenses and liabilities in connection with our operations, administration and transactions, including, without limitation: (a) organizational expenses and expenses associated with the issuance of the Units and issuance of interests in a Related Entity organized and managed by TCW as a feeder fund for the Company; (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 and expenses payable under the Administration Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent, sub-administration 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 or 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

30

expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units; (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 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 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 our termination, liquidation or dissolution 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, we will not bear more than (a) an amount equal to 10 basis points of our aggregate Commitments for organizational expenses and offering expenses in connection with the offering of Units.

"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 (i) those incurred in maintaining fidelity bonds and Indemnitee insurance policies and (ii) the allocable portion of the Administrator's overhead in performing its obligations), in furtherance of providing supervisory investment management services for us. For the avoidance of doubt, 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 ("Advisers Act"), 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.

Costs incurred to organize the Company are expensed as incurred. Offering costs are accumulated and will be charged directly to Members’ Capital during the same period in which an initial capital is made. We 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 costs in connection with the offering of the Units through the Closing Period. As of September 30, 2024, we have incurred $0.1 million in organizational costs since inception, of which $0 was expensed during nine months ended September 30, 2024. Since inception, we have incurred $5.2 thousand in offering costs, all of which are charged to Members' Capital during the fourth quarter of the period ended December 31, 2022.

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. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" with respect to the fair valuation of our portfolio securities, subject to oversight by and periodic reporting to the Board.

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.

31

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.

Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 1), generally 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), generally 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. An income method approach incorporating a weighted average cost of capital and discount rate or a market method approach using prices and other relevant information generated by market transactions involving identical or comparable assets are generally used to determine fair value, though some cases use 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), generally 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 September 30, 2024, our portfolio consisted of 31 debt investments and one equity investment. Based on fair values as of September 30, 2024, our portfolio was 100.0% invested in debt investments which were all senior secured term and revolving loans and 0.0% invested in an equity investment which was a warrant.

As of December 31, 2023, our portfolio consisted of 19 debt investments and no equity investments. Based on fair values as of December 31, 2023, our portfolio was 100.0% invested in debt investments which were all senior secured term and revolving loans.

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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 of September 30, 2024:

Industry	Percent of Total Investments
Food Products		22	%
Containers & Packaging		15	%
Commercial Services & Supplies		14	%
Automobile Components		7	%
Professional Services		7	%
Ground Transportation		6	%
Machinery		5	%
Hotels, Restaurants & Leisure		4	%
Specialty Retail		4	%
Construction & Engineering		4	%
Electrical Equipment		4	%
Energy Equipment & Services		4	%
Transportation Infrastructure		4	%
Total		100	%

Results of Operations

Our operating results for the three and nine months ended September 30, 2024 and 2023 were as follows (dollar amounts in thousands):

	For the three months ended September 30,					For the nine months ended September 30,
	2024			2023		2024			2023
Total investment income	$	5,992		$	3,730	$	15,817		$	6,235
Total expenses		1,471			1,921		4,710			3,336
Net investment income		4,521			1,809		11,107			2,899
Net realized (loss) gain on investments		(2	)		90		24			93
Net change in unrealized appreciation/(depreciation) on investments		(1,034	)		191		(935	)		526
Net realized gain on short-term investments		—			127		204			270
Net increase in Members’ Capital from operations	$	3,485		$	2,217	$	10,400		$	3,788

Total investment income

Total investment income for the three months ended September 30, 2024 and 2023 included interest income (including interest income paid-in-kind) of $6.0 million and $3.7 million, respectively. Total investment income for the nine months ended September 30, 2024 and 2023 included interest income (including interest income paid-in-kind) of $15.8 million and $6.2 million, respectively. The increase in total investment income during the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 is primarily attributable to the increase in our portfolio of debt investments which increased from 17 as of September 30, 2023 to 31 as of September 30, 2024.

Net investment income

Net investment income for the three months ended September 30, 2024 and 2023 was $4.5 million and $1.8 million, respectively. Net investment income for the nine months ended September 30, 2024 and 2023 was $11.1 million and $2.9 million, respectively. The increase in net investment income during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 is primarily attributable to the increase in total investment income as described above coupled with a decrease in expenses. The increase in net investment income during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 is primarily attributable to the increase in total investment income as described above partially offset by an increase in expenses.

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Expenses

Expenses for the three and nine months ended September 30, 2024 and 2023 were as follows (dollar amounts in thousands):

	For the three months ended September 30,					For the nine months ended September 30,
	2024		2023			2024		2023
Expenses
Incentive fees	$	616	$	592		$	1,836	$	592
Management fees		434		333			1,282		587
Interest expense on repurchase transactions		146		838			704		1,359
Administrative fees		121		123			362		362
Professional fees		69		64			269		196
Directors' fees		64		80			197		225
Insurance expense		13		(125	)		38		(22	)
Organizational costs		—		1			—		1
Other expenses		8		15			22		36
Total expenses	$	1,471	$	1,921		$	4,710	$	3,336

Our total operating expenses for the three months ended September 30, 2024 and 2023 were $1.5 million and $1.9 million, respectively. Our operating expenses for the three months ended September 30, 2024 and 2023 include management fees attributed to the Adviser of $0.4 million and $0.3 million, respectively, as well as incentive fees of $0.6 million and $0.6 million, respectively. Our expenses for the three months ended September 30, 2024 and 2023 also include interest expense incurred on repurchase transactions of $0.1 million and $0.8 million, respectively.

Our total operating expenses for the nine months ended September 30, 2024 and 2023 were $4.7 million and $3.3 million, respectively. Our operating expenses for the nine months ended September 30, 2024 and 2023 include management fees attributed to the Adviser of $1.3 million and $0.6 million, respectively, as well as incentive fees of $1.8 million and $0.6, respectively. Our expenses for the nine months ended September 30, 2024 and 2023 also include interest expense incurred on repurchase transactions of $0.7 million and $1.4 million, respectively.

The total decrease in our expenses for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 is primarily due to a decrease in interest expense incurred on repurchase transactions. Interest expense incurred on repurchase transactions decreased as we did not enter into any repurchase agreements with Barclays Bank Plc during the three months ended September 30, 2024 whereas we did enter into repurchase agreements with Barclays Bank Plc during the three months ended September 30, 2023. Additionally, the weighted average interest rate of repurchase agreements entered into with Macquarie US Trading LLC decreased during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease in interest expense incurred on repurchase transactions was partially offset by an increase to management fees. Management fees increased for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 due to increases in our investment cost basis for which management fees are based.

The total increase in our expenses for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 is primarily due to an increase in incentive fees as the Adviser was eligible to earn incentive fees during the entire nine months ended September 30, 2024 but was only eligible to earn incentive fees during the three months ended September 30, 2023 which was when the Adviser surpassed the 6.5% hurdle rate. Management fees also increased for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 due to increases in our investment cost basis for which management fees are based. The increase in incentive fees and management fees was partially offset by a decrease in interest expense incurred on repurchase transactions. Interest expense incurred on repurchase transactions decreased for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 as the amount of repurchase agreements entered into with Barclays Bank Plc decreased during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. Additionally, the weighted average interest rate of repurchase agreements entered into with Macquarie US Trading LLC decreased during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

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Net change in unrealized appreciation/(depreciation) on investments

Our net change in unrealized appreciation/(depreciation) on investments for the three months ended September 30, 2024 and 2023 was ($1.0) million and $0.2 million, respectively. Our net change in unrealized appreciation/depreciation for the three months ended September 30, 2024 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer	Investment	Change in Unrealized Appreciation/ (Depreciation)
Florida Marine Transporters, LLC	Term Loan B	$	(387	)
Jones Industrial Holdings, Inc.	Term Loan		(214	)
HydroSource Logistics, LLC	Warrant, expires 4/4/34		(175	)
Mark Andy, Inc.	Term Loan		(108	)
Baxters North America, Inc.	Term Loan		(99	)
The HC Companies, Inc.	Term Loan		(87	)
Propulsion Acquisition, LLC	Term Loan		(87	)
Signature Brands, LLC	Term Loan		57
VoltaGrid, LLC	Term Loan		143
All others	Various		(77	)
Net change in unrealized appreciation/(depreciation)		$	(1,034	)

Our net change in unrealized appreciation/depreciation for the three months ended September 30, 2023 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer	Investment	Change in Unrealized Appreciation/ (Depreciation)
Baxters North America, Inc.	Term Loan	$	(274	)
Mark Andy, Inc.	Term Loan		(85	)
CSAT Holdings LLC	Term Loan		61		*
Jones Industrial Holdings, Inc.	Term Loan		131		*
Hoffmaster Group, Inc.	Term Loan		154
Alorica Inc.	Term Loan		165
All others	Various		39
Net change in unrealized appreciation/(depreciation)		$	191

*Includes reversal of previously recognized unrealized (depreciation)/appreciation. Recognized during the three months ended September 30, 2023 as realized gains/(losses) and/or accelerated original issue discount.

Our net change in unrealized appreciation/(depreciation) on investments for the nine months ended September 30, 2024 and 2023 was ($0.9) million and $0.5 million, respectively. Our net change in unrealized appreciation/depreciation for the nine months ended September 30, 2024 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer	Investment	Change in Unrealized Appreciation/ (Depreciation)
Mark Andy, Inc.	Term Loan	$	(615	)
Signature Brands, LLC	Term Loan		(515	)
The HC Companies, Inc.	Term Loan		(236	)
Hoffmaster Group, Inc.	Term Loan		(220	)
Jones Industrial Holdings, Inc.	Term Loan		(159	)
Florida Marine Transporters, LLC	Term Loan B		(144	)	*
D&D Buyer, LLC	Term Loan		112
HydroSource Logistics, LLC	Term Loan		151
RPM Purchaser, Inc.	Term Loan B		160
VoltaGrid, LLC	Term Loan		177
Baxters North America, Inc.	Term Loan		186
All others	Various		168
Net change in unrealized appreciation/(depreciation)		$	(935	)

35

*Includes reversal of previously recognized unrealized (depreciation)/appreciation. Recognized during the nine months ended September 30, 2024 as realized gains/(losses) and/or accelerated original issue discount.

Our net change in unrealized appreciation/depreciation for the nine months ended September 30, 2023 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer	Investment	Change in Unrealized Appreciation/ Depreciation
Baxters North America, Inc.	Term Loan	$	(228	)
Mark Andy, Inc.	Term Loan		(87	)
Alorica Inc.	Term Loan		89
Sunland Asphalt & Construction, LLC	Term Loan B		90
CSAT Holdings LLC	Term Loan		102		*
Florida Marine Transporters, LLC	Term Loan B		130
Jones Industrial Holdings, Inc.	Term Loan		131		*
Del Real, LLC	Term Loan		176		*
Hoffmaster Group, Inc.	Term Loan		208
All others	Various		(85	)
Net change in unrealized appreciation/(depreciation)		$	526

*Includes reversal of previously recognized unrealized (depreciation)/appreciation. Recognized during the nine months ended September 30, 2023 as realized gains/(losses) and/or accelerated original issue discount.

Net realized (loss) gain on investments

During the three months ended September 30, 2024 and 2023 we recognized ($2.0) thousand and $0.1 million in realized (losses) gains on investments. During the nine months ended September 30, 2024 and 2023 we recognized $24.0 thousand and $0.1 million in realized gains on investments. Our realized loss during the three months ended September 30, 2024 was entirely attributable to the partial disposition of our Great Kitchens Food Company, Inc. term loan. Our realized gain during the nine months ended September 30, 2024 was entirely due to the partial disposition of our Florida Marine Transporters, LLC term loan which resulted in a gain of $26.0 thousand and our partial disposition of our Great Kitchens Food Company, Inc. term loan which resulted in a loss of $2.0 thousand. Our net realized gain during the three months ended September 30, 2023 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer	Investment	Realized Gain
Jones Industrial Holdings, Inc.	Term Loan	$	32
Signature Brands, LLC	Term Loan		18
CSAT Holdings LLC	Term Loan		16
The HC Companies, Inc.	Term Loan		15
All others	Various		9
Net realized gain		$	90

Our net realized gain during the nine months ended September 30, 2023 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer	Investment	Realized Gain
Jones Industrial Holdings, Inc.	Term Loan	$	32
Signature Brands, LLC	Term Loan		18
CSAT Holdings LLC	Term Loan		16
The HC Companies, Inc.	Term Loan		15
All others	Various		12
Net realized gain		$	93

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Net realized gain on short-term investments

During the three months ended September 30, 2024 and 2023 we recognized $0 and $0.1 million, respectively, in realized gains from our short-term investments in government treasuries.

During the nine months ended September 30, 2024 and 2023 we recognized $0.2 million and $0.3 million, respectively, in realized gains from our short-term investments in government treasuries.

Net Increase in Members' Capital from Operations

Our Net increase in Members' Capital from Operations during the three months ended September 30, 2024 and 2023 was $3.5 million and $2.2 million, respectively.

The change in Net increase in Members’ Capital from operations during the three months ended September 30, 2024 compared to the Net increase in Members' Capital during the three months ended September 30, 2023 was primarily due to the increase in net investment income discussed above, partially offset by net realized and unrealized losses of $1.0 million during the three months ended September 30, 2024 compared to net realized and unrealized gains of $0.4 million during the three months ended September 30, 2023.

Our Net increase in Members' Capital from Operations during the nine months ended September 30, 2024 and 2023 was $10.4 million and $3.8 million, respectively.

The change in Net increase in Members’ Capital from operations during the nine months ended September 30, 2024 compared to the Net increase in Members' Capital during the nine months ended September 30, 2023 was primarily due to the increase in net investment income discussed above, partially offset by net realized and unrealized losses of $0.7 million during the nine months ended September 30, 2024 compared to net realized and unrealized gains of $0.9 million during the nine months ended September 30, 2023.

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Financial Condition, Liquidity and Capital Resources

On September 15, 2022, we completed the first closing of the sale of our Common Units pursuant to which we sold 3,753,190 Common Units at an aggregate purchase price of $375.3 million. We also commenced operations during the three months ended September 30, 2022. We expect to generate cash from (1) drawing down capital in respect of Units and (2) cash flows from investments and operations.

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), and (3) cash distributions to the Unitholders.

As of September 30, 2024, aggregate Commitments, Undrawn Commitments and subscribed for Units of the Company were as follows (dollar amounts in thousands):

	September 30, 2024			December 31, 2023
Commitments	$	375,319		$	375,319
Undrawn commitments	$	225,319		$	246,319
Percentage of commitments funded		40.0	%		34.4	%
Units		3,753,190			3,753,190

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 enter 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 (each, a “Macquarie Transaction”).

Additionally, we may, from time to time, enter into repurchase agreements with Barclays Bank PLC (“Barclays”), whereby we sell to Barclays our short-term investments and concurrently enter into an agreement to repurchase the same investments at an agreed-upon price at a future date, generally within 30-days (each, a “Barclays Transaction” and together with the Macquarie Transactions, the “Repurchase Transactions”).

These Repurchase Transactions are accounted for as secured borrowings. Accordingly, the investments financed by these Repurchase Transactions remain on our Consolidated Statements of Assets and Liabilities as an asset, and we record a liability to reflect our repurchase obligation to Macquarie and Barclays (the “Repurchase Obligations”). The Repurchase Obligations are presented on our Consolidated Statements of Assets and Liabilities as Repurchase Obligations. The Repurchase Obligations are secured by the respective investment or short-term investment that is the subject of the repurchase agreement. Interest expense associated with the Repurchase Obligations is reported on our Consolidated Statements of Operations within Interest expense on repurchase transactions.

During the nine months ended September 30, 2024, we entered into Barclays Transaction on January 2, 2024 and April 1, 2024 which settled on January 25, 2024 and April 25, 2024, respectively. During the nine months ended September 30, 2023, we entered into Barclays Transactions on January 3, 2023 and April 3, 2023 which settled on January 25, 2023 and April 25, 2023, respectively.

Interest expense incurred on the Barclays Transactions was $0 and $0.2 million during the three months ended September 30, 2024 and 2023, respectively. Interest expense incurred on the Barclays Transactions was $0.2 million and $0.2 million during the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, we had no outstanding Repurchase Obligations with Barclays.

During the nine months ended September 30, 2024, we entered into Macquarie Transactions which resulted in interest expense of $0.1 million and $0.5 million for the three and nine months ended September 30, 2024, respectively, and is reported on our Consolidated Statements of Operations within Interest expense on repurchase transactions. During the nine months ended September 30, 2023, we entered into Macquarie Transactions which resulted in interest expense of $0.7 million and $0.9 million for the three and nine months ended September 30, 2023, respectively, and is reported on our Consolidated Statements of Operations within Interest expense on repurchase transactions.The weighted average annual interest rate on Macquarie Transactions for the three and nine months ended September 30, 2024 and 2023 was 8.23% and 8.31%, respectively.

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The Macquarie Transactions entered into by us during the nine months ended September 30, 2024 and 2023 are listed below, along with the respective investments which collateralize each Repurchase Obligation. Interest expense under these Repurchase Obligations is calculated as the product of (i) the difference in days between the trade date and the settlement date of the respective Macquarie Transaction and (ii) the interest rates listed in the tables below, as stipulated in the respective repurchase agreements.

Macquarie Transactions during the nine months ended September 30, 2024 (dollar amounts in thousands):

Issuer	Investment	Agreement Date	Principal		Interest Rate	Settlement Date
Hoffmaster Group, Inc.	Term Loan	3/15/2024	$	811,723	0.00023228	4/30/2024
Comprehensive Logistics Co., LLC	Term Loan	3/26/2024		4,214,000	0.00023205	5/24/2024
Fenix Intermediate, LLC	Term Loan	3/28/2024		5,999,947	0.00023205	5/24/2024
HydroSource Logistics, LLC	Term Loan	4/5/2024		4,753,000	0.00023191	5/24/2024
VoltaGrid, LLC	Term Loan	4/9/2024		5,534,757	0.00023171	5/24/2024
The HC Companies, Inc.	Incremental Term Loan	5/22/2024		780,000	0.00023224	8/2/2024
Great Kitchens Food Company, Inc.	Term Loan	5/31/2024		806,812	0.00023280	7/16/2024
Great Kitchens Food Company, Inc.	Term Loan	5/31/2024		1,075,749	0.00023280	7/17/2024
Great Kitchens Food Company, Inc.	Term Loan	5/31/2024		7,099,943	0.00023280	8/19/2024
Superior Industries International, Inc.	Term Loan	8/14/2024		3,455,127	0.00022676	9/13/2024
Comprehensive Logistics Co., LLC	Term Loan	8/16/2024		1,476,000	0.00022650	N/A
Comprehensive Logistics Co., LLC	Term Loan	9/23/2024		3,750,000	0.00021436	N/A
Great Kitchens Food Company, Inc.	Term Loan	9/23/2024		3,750,000	0.00021436	N/A

Macquarie Transactions during the nine months ended September 30, 2023 (dollar amounts in thousands):

Issuer	Investment	Agreement Date	Principal		Interest Rate	Settlement Date
Florida Marine Transporters, LLC	Term Loan B	3/16/2023	$	10,943,137	0.00021626	3/29/2023
Del Real, LLC	Term Loan	3/28/2023		2,917,500	0.00022052	4/20/2023
Baxters North America, Inc.	Term Loan	5/17/2023		7,878,754	0.00023097	6/28/2023
Five Star Buyer, Inc.	Term Loan	5/11/2023		4,801,786	0.00022815	6/28/2023
Propulsion Acquisition, LLC	Term Loan	5/22/2023		4,259,594	0.00022955	6/28/2023
Mark Andy, Inc.	Term Loan	6/16/2023		6,796,894	0.00023023	8/15/2023
Mark Andy, Inc.	Term Loan	8/15/2023		6,796,894	0.00023185	9/15/2023
Sunland Asphalt & Construction, LLC	Term Loan B	6/16/2023		4,820,146	0.00023023	8/15/2023
Sunland Asphalt & Construction, LLC	Term Loan B	8/15/2023		4,820,146	0.00023185	9/15/2023
CSAT Holdings LLC	Term Loan	6/30/2023		8,298,874	0.00023089	8/29/2023
CSAT Holdings LLC	Term Loan	8/29/2023		8,298,874	0.00023243	9/15/2023
CG Buyer, LLC	Term Loan	7/19/2023		5,107,988	0.00023378	9/15/2023
Jones Industrial Holdings, Inc.	Term Loan	7/31/2023		10,414,998	0.00023548	9/15/2023
The HC Companies, Inc.	Term Loan	8/1/2023		10,499,037	0.00023548	9/15/2023
RPM Purchaser, Inc.	Term Loan B	9/11/2023		6,975,475	0.00023617	9/27/2023
RPM Purchaser, Inc.	Term Loan B	9/11/2023		6,221,369	0.00023617	10/11/2023

As of September 30, 2024 and December 31, 2023, we had $9.0 million and $0, respectively, in outstanding Repurchase Obligations with Macquarie, which are categorized as Level 2 within the fair value hierarchy.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, including changes in interest rates. As of September 30, 2024, 100% of our debt investments bore interest based on floating rates, such as SOFR. The interest rates on such investments generally reset by reference to the current market index after one to six months. As of September 30, 2024, the percentage of our floating rate debt investments that bore interest based on an interest rate floor was 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 our debt investments bear interest based on floating rates, such as SOFR, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our 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 September 30, 2024 consolidated statement of assets and liabilities, the following table shows the annual impact on interest 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):

	Interest Income (Loss)
Up 300 basis points	$	4,293
Up 200 basis points		2,862
Up 100 basis points		1,431
Down 100 basis points		(1,414	)
Down 200 basis points		(2,787	)
Down 300 basis points		(4,052	)

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ITEM 4. 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). Based on that evaluation, our President and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934.

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.

41

PART II. OTHER INFORMATION

Item 1. 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 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K that we filed with the SEC on March 27, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Sales of unregistered securities

Other than sales of the Company’s Units previously reported on Form 8-K, there have been no sales by the Company of unregistered securities.

On January 21, 2022, the Company began accepting subscription agreements from investors for the private sale of its Units. 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.

Issuer purchases of equity securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits.

Exhibit Index

3.1	Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Company’s amended registration statement on Form 10, as filed with the Securities and Exchange Commission on August 16, 2022)
3.2	Certificate of Amendment to Certificate of Formation (incorporated by reference to Exhibit 3.2 to the Company’s amended registration statement on Form 10, as filed with the Securities and Exchange Commission on August 16, 2022)
3.3	Limited Liability Company Agreement, dated May 17, 2022 (incorporated by reference to Exhibit 3.3 to the Company’s amended registration statement on Form 10, as filed with the Securities and Exchange Commission on August 16, 2022)
3.4	Amended and Restated Limited Liability Company Agreement, dated September 15, 2022 (incorporated by reference to Exhibit 3.4 to the Company’s amended registration statement on Form 10, as filed with the Securities and Exchange Commission on August 16, 2022)
10.1	Investment Advisory and Management Agreement, dated September 15, 2022, by and between the Company and TCW Asset Management Company LLC (incorporated by reference to Exhibit 10.1 to the Company’s amended registration statement on Form 10, as filed with the Securities and Exchange Commission on August 16, 2022)
10.2	Administration Agreement, dated September 15, 2022, by and between the Company and TCW Asset Management Company LLC (incorporated by reference to Exhibit 10.2 to the Company’s amended registration statement on Form 10, as filed with the Securities and Exchange Commission on August 16, 2022)
31.1*	Certification of President Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2*	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1*	Certification of President Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
32.2*	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

43

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 STAR DIRECT LENDING LLC
Date: November 12, 2024	By:	/s/ Richard T. Miller
		Richard T. Miller
		President

Date: November 12, 2024	By:	/s/ Andrew J. Kim
		Andrew J. Kim
		Chief Financial Officer

44