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TCW Direct Lending LLC

11/13/2024 | Press release | Distributed by Public on 11/13/2024 11:00

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

10-Q

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

☐ 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 814-01069

TCW DIRECT LENDING LLC

(Exact Name of Registrant as Specified in Its Charter)



Delaware	46-5327366
(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 13, 2024 was 18,034,649.

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

TCW DIRECT LENDING LLC

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

Table of Contents


	INDEX	PAGE NO.
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Schedules of Investments as of September 30, 2024 (unaudited) and December 31, 2023	3
	Consolidated Statements of Assets and Liabilities as of September 30, 2024 (unaudited) and December 31, 2023	13
	Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited)	14
	Consolidated Statements of Changes in Members' Capital for the three and nine months ended September 30, 2024 and 2023 (unaudited)	15
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)	17
	Notes to Consolidated Financial Statements (unaudited)	18
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	45
PART II.	OTHER INFORMATION	45
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47
	SIGNATURES	48

TCW 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)
Distributors
	Animal Supply Company, LLC(2)(3)	08/14/20	Term Loan - 13.82% inc PIK (SOFR + 8.50%, 1.00% Floor, all PIK)		2.5	%		$	31,567,469		08/14/25	$	27,362,675	$	7,071,113
	Animal Supply Company, LLC(3)	05/29/24	First Out Term Loan - 13.37% inc PIK (SOFR + 8.50%, 1.00% Floor, all PIK)		0.9	%			2,613,441		08/14/25		2,577,716		2,613,441
	Retail & Animal Intermediate, LLC(2)(3)	07/29/22	Delayed Draw Priming Term Loan - 20.00% inc PIK (20.00%, Fixed Coupon, all PIK)		0.0	%			3,278,755		11/14/25		2,816,305		-
					3.4	%						32,756,696		9,684,554
Diversified Consumer Services
	SSI Parent, LLC (fka School Specialty, Inc.)(4)	09/15/20	Term Loan - 12.95% (SOFR + 8.00%, 1.25% Floor)		2.9	%			8,251,530		12/29/26		8,241,093		8,251,530
					2.9	%						8,241,093		8,251,530
Hotels, Restaurants & Leisure
	Ruby Tuesday Operations LLC(4)	02/24/21	Term Loan - 17.32% inc PIK (SOFR + 12.00%, 1.25% Floor, 6.00% PIK)		3.2	%			9,248,968		02/24/27		9,166,601		9,248,968
	Ruby Tuesday Operations LLC(4)	02/01/23	Incremental Term Loan - 21.32% inc PIK (SOFR + 16.00%, 1.25% Floor, all PIK)		1.0	%			2,057,067		02/24/27		2,057,067		2,928,009
					4.2	%						11,223,668		12,176,977
Household Durables
	Cedar Electronics Holdings, Corp.(4)	05/19/15	Term Loan - 13.30% (SOFR + 8.00%, 1.50% Floor)		4.9	%			14,018,452		12/31/26		14,018,421		14,018,452
	Cedar Electronics Holdings, Corp. (4)	01/30/19	Incremental Term Loan - 15.00% inc PIK (15.00%, Fixed Coupon, all PIK)		2.0	%			5,630,500		12/31/26		5,563,163		5,630,500
					6.9	%						19,581,584		19,648,952
Industrial Conglomerates
	Overton Chicago Gear, LLC (fka H-D Advanced Manufacturing Company)(4)	08/22/24	Revolver - 6.00% inc PIK (6.00%, Fixed Coupon, all PIK)		2.0	%			5,742,643		01/31/28		5,742,643		5,742,643
	Overton Chicago Gear, LLC (fka H-D Advanced Manufacturing Company)(4)	08/22/24	Term Loan A - 6.00% inc PIK (6.00%, Fixed Coupon, all PIK)		14.1	%			40,317,058		01/31/28		40,301,880		40,317,058
					16.1	%						46,044,523		46,059,701
Metals & Mining
	Pace Industries, Inc.(2)(4)	06/01/20	HoldCo Term Loan - 7.10% inc PIK (SOFR + 2.00%, 1.50% Floor, all PIK)		0.0	%			101,379,217		06/01/40		78,137,869		-
	Pace Industries, Inc.(2)(4)	06/01/20	Term Loan - 13.35% inc PIK (SOFR + 8.25%, 1.50% Floor, all PIK)		18.1	%			72,972,194		06/01/25		68,097,904		51,664,313
	Pace Industries, Inc.(2)(4)	10/07/22	Revolver - 13.72% inc PIK (SOFR + 8.25%, 1.50% Floor, all PIK)		4.7	%			18,821,687		06/01/25		17,533,344		13,325,754
					22.8	%						163,769,117		64,990,067
Pharmaceuticals
	Noramco, LLC	07/01/16	Term Loan - 13.86% inc PIK (SOFR + 8.38%, 1.00% Floor, 0.38% PIK)		15.1	%			43,959,054		01/31/26		43,959,257		43,079,872
					15.1	%						43,959,257		43,079,872
	Total Debt Investments				71.4	%						325,575,938		203,891,653

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of September 30, 2024


Industry	Issuer	Investment	% of Net Assets			Shares		Amortized Cost			Fair Value
	EQUITY
Diversified Consumer Services
	SSI Parent, LLC (fka School Specialty, Inc.)(2)(4)(5)(7)	Class A Preferred Stock		6.3	%		806,264			$	8,062,637			$	18,060,308
	SSI Parent, LLC (fka School Specialty, Inc.)(2)(4)(5)(7)	Class B Preferred Stock		1.9	%		359,474				356,635				5,284,268
	SSI Parent, LLC (fka School Specialty, Inc.)(2)(4)(5)(7)	Common Stock		6.5	%		80,700				53,889				18,498,054
				14.7	%					8,473,161				41,842,630
Hotels, Restaurants & Leisure
	RT Holdings Parent, LLC(2)(4)(7)	Class A Units		5.6	%		5,475,885				5,133,708				15,928,802
	RT Holdings Parent, LLC(2)(4)(7)	Warrant, expires 2/24/25		0.9	%		912,647				-				2,654,981
	RT Holdings Parent, LLC(2)(4)(7)	Class P-1 Units		0.1	%		105,624				133,086				306,996
	RT Holdings Parent, LLC(2)(4)(7)	Class P-2 Units		0.0	%		53,104				66,914				76,002
				6.6	%					5,333,708				18,966,781
Household Durables
	Cedar Ultimate Parent, LLC(2)(4)(7)	Class A Preferred Units		5.4	%		9,297,990				9,187,902				15,320,019
	Cedar Ultimate Parent, LLC(2)(4)(7)	Class E Common Units		0.0	%		300,000				-				-
	Cedar Ultimate Parent, LLC(2)(4)(7)	Class D Preferred Units		0.0	%		2,900,000				-				-
				5.4	%					9,187,902				15,320,019
Industrial Conglomerates
	Precision Products Machining Group, LLC (fka H-D Advanced Manufacturing Company)(2)(4)(7)	Class A Units		11.5	%		100,000				62,647,925				32,762,000
				11.5	%					62,647,925				32,762,000
Investment Funds & Vehicles
	TCW Direct Lending Strategic Ventures(2)(4)(6)	Common membership Interests		0.0	%		800				-				-
	TCW Direct Lending Strategic Ventures(4)(6)	Preferred membership Interests		19.6	%		65,000				65,000,000				55,937,883
				19.6	%					65,000,000				55,937,883
Metals & Mining
	Pace Industries, Inc.(2)(4)(7)	Common Stock		0.0	%		971,418				2,110,522				-
				0.0	%					2,110,522				-
Technologies Hardware, Storage and Peripherals
	Quantum Corporation(2)	Common Stock		0.1	%		88,317				6,481,788				309,110
				0.1	%					6,481,788				309,110
	Total Equity Investments			57.9	%					159,235,006				165,138,423
	Total Debt & Equity Investments(8)			129.3	%					484,810,944				369,030,076
	Cash Equivalents
	First American Government Obligation Fund, Yield 4.82%			1.0	%		2,810,049				2,810,049				2,810,049
	Total Cash Equivalents			1.0	%					2,810,049				2,810,049
	Short-term Investments
	U.S. Treasury Bill, Yield 5.08%			147.0	%		425,000,000				418,769,441				418,769,441
	Total Short-term Investments			147.0	%					418,769,441				418,769,441
	Total Investments (277.5%)							$	906,390,434			$	790,609,566
	Net unrealized depreciation on unfunded commitments (-0.2%)											(682,223	)
	Liabilities in Excess of Other Assets (-177.2%)											(504,998,639	)
	Net Assets (100.0%)										$	284,928,704

(1)

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

(2)

Non-income producing.

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of September 30, 2024

(3)

As defined in the Investment Company Act of 1940, the investment is deemed to be an "affiliated person" of the Company because the Company owns, either directly or indirectly, between 5% and 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2023 and September 30, 2024 along with transactions during the nine months ended September 30, 2024 in these affiliated investments are as follows:


Name of Investment	Fair Value at December 31, 2023		Gross Addition (a)			Gross Reduction (b)		Realized Gains (Losses)		Net Change in Unrealized Appreciation/ (Depreciation)		Fair Value at September 30, 2024			Interest/Dividend/ Other income
Animal Supply Company, LLC First Out Term Loan - 9.50%	$	-		$	2,577,716		$	-		$	-		$	35,725		$	2,613,441	$	133,179
Animal Supply Company, LLC Term Loan - 9.50%		19,054,378			-			(52,086	)		-			(11,931,179	)		7,071,113		(39,059	)
Retail & Animal Intermediate, LLC Delayed Draw Priming Term Loan - 20.00%		-			-			-			-			-			-		-
Total Non-Controlled Affiliated Investments	$	19,054,378		$	2,577,716		$	(52,086	)	$	-		$	(11,895,454	)	$	9,684,554	$	94,120

(a)

Gross additions include new purchases, payment-in-kind ("PIK") income and amortization of original issue and market discounts.

(b)

Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of September 30, 2024

(4)

As defined in the Investment Company Act of 1940, the investment is deemed to be a "controlled person" of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2023 and September 30, 2024 along with transactions during the nine months ended September 30, 2024 in these controlled investments are as follows:


Name of Investment	Fair Value at December 31, 2023		Gross Addition (a)			Gross Reduction (b)		Realized Gains (Losses)		Net Change in Unrealized Appreciation/ (Depreciation)		Fair Value at September 30, 2024			Interest/Dividend/ Other income
Cedar Electronics Holdings, Corp Incremental Term Loan - 15.00%	$	5,020,439		$	542,724		$	-		$	-		$	67,337		$	5,630,500	$	543,566
Cedar Electronics Holdings, Corp Term Loan - 9.50%		14,018,452			-			-			-			-			14,018,452		1,611,881
Cedar Ultimate Parent, LLC Class A Preferred Unit		19,981,009			-			-			-			(4,660,990	)		15,320,019		-
Cedar Ultimate Parent, LLC Class D Preferred Unit		-			-			-			-			-			-		-
Cedar Ultimate Parent, LLC Class E Preferred Unit		-			-			-			-			-			-		-
Overton Chicago Gear, LLC (fka H-D Advanced Manufacturing Company) Revolver - 6.00%		-			5,742,643			-			-			-			5,742,643		243,762
Overton Chicago Gear, LLC (fka H-D Advanced Manufacturing Company) Term Loan - 6.00%		-			40,301,880			-			-			15,178			40,317,058		324,185
Pace Industries, Inc. Common Stock		-			-			-			-			-			-		-
Pace Industries, Inc. Term Loan - 3.50%		-			-			-			-			-			-		-
Pace Industries, Inc. Term Loan - 9.75%		62,986,086			2,294,114			-			-			(13,615,887	)		51,664,313		1,681,196
Pace Industries, LLC Revolver Opco - 9.75%		15,069,743			1,786,486			-			-			(3,530,475	)		13,325,754		123,234
Precision Products Machining Group, LLC (fka H-D Advanced Manufacturing Company) Class A Units		-			62,647,925			-			-			(29,885,925	)		32,762,000		-
RT Holdings Parent, LLC Class A Unit		19,487,032			-			-			-			(3,558,230	)		15,928,802		-
RT Holdings Parent, LLC Warrant		3,247,928			-			-			-			(592,947	)		2,654,981		-
RT Holdings Parent, LLC P-1 Units		376,000			-			-			-			(69,004	)		306,996		-
RT Holdings Parent, LLC P-2 Units		110,000			-			-			-			(33,998	)		76,002		-
Ruby Tuesday Operations, LLC Term Loan - 13.25%		6,696,255			2,663,752			(193,406	)		-			82,367			9,248,968		1,005,599
Ruby Tuesday Operations, LLC Incremental Term Loan - 17.25%		2,940,257			306,185			-			-			(318,433	)		2,928,009		312,613
SSI Parent, LLC (fka School Specialty, Inc.) Common Stock		31,928,148			-			-			-			(13,430,094	)		18,498,054		795,969
SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock A		15,399,637			-			-			-			2,660,670			18,060,307		-
SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock B		4,888,847			-			-			-			395,421			5,284,268		-
SSI Parent, LLC (fka School Specialty, Inc.) Term Loan - 9.25%		8,808,264			6,350			(553,633	)		-			(9,451	)		8,251,530		895,667
TCW Direct Lending Strategic Ventures LLC Common Membership Interests		-			-			-			-			-			-		-
TCW Direct Lending Strategic Ventures LLC Preferred Membership Interests		69,780,704			-			(1,880,000	)		-			(11,962,821	)		55,937,883		4,000,000
Total Controlled Affiliated Investments	$	280,738,801		$	116,292,059		$	(2,627,039	)	$	-		$	(78,447,282	)	$	315,956,539	$	11,537,672

(a)

Gross additions include new purchases, PIK income and amortization of original issue and market discounts.

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of September 30, 2024

(b)

Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

(5)

Holdings of SSI Parent, LLC (fka School Specialty, Inc.)Class A & B preferred stock and common stock are held through TCW DL SSP LLC, a special purpose vehicle.

(6)

The investment is not a qualifying asset as defined in Section 55(a) under the Investment Company Act of 1940, as amended. A business development company may not acquire an asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets. As of September 30, 2024, $55,937,883or 7.1%of the Company's total assets were represented by "non-qualifying assets."

(7)

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 $108,891,430, or 13.7%of the Company's total assets.

(8)

The fair value of the Quantum Corporation Common Stock held by the Company is based on the quoted market price of the issuer's stock as of September 30, 2024. Such common stock is considered to be a Level 1 security within the Fair Value Hierarchy. Otherwise, the fair value of each debt and equity 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 or 3-Month

PIK - Payment-In-Kind

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $32,192,934and $9,179,841, 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	%

See Notes to Consolidated Financial Statements.

TCW 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)
Distributors
	Animal Supply Company, LLC(2)(3)	08/14/20	Term Loan - 14.15% inc PIK (SOFR + 8.50%, 1.00% Floor, all PIK)		5.2	%		$	28,354,729		08/14/25	$	27,414,761	$	19,054,378
	Retail & Animal Intermediate, LLC(3)	07/29/22	Delayed Draw Priming Term Loan - 20.00% inc PIK (20.00%, Fixed Coupon, all PIK)		0.0	%			2,816,305		11/14/25		2,816,305		-
					5.2	%						30,231,066		19,054,378
Diversified Consumer Services
	SSI Parent, LLC (fka School Specialty, Inc.)(4)	09/15/20	Term Loan - 13.46% (SOFR + 8.00%, 1.25% Floor)		2.4	%			8,808,264		12/29/26		8,788,376		8,808,264
					2.4	%						8,788,376		8,808,264
Hotels, Restaurants & Leisure
	Ruby Tuesday Operations LLC(4)	02/24/21	Term Loan - 17.46% inc PIK (SOFR + 12.00%, 1.25% Floor, 6.00% PIK)		1.8	%			6,696,255		02/24/25		6,696,255		6,696,255
	Ruby Tuesday Operations LLC(4)	02/01/23	Incremental Term Loan - 21.46% inc PIK (SOFR + 16.00%, 1.25% Floor, all PIK)		0.8	%			1,750,883		02/24/25		1,750,883		2,940,257
					2.6	%						8,447,138		9,636,512
Household Durables
	Cedar Electronics Holdings, Corp.(4)	05/19/15	Term Loan - 13.46% (SOFR + 8.00%, 1.50% Floor)		3.8	%			14,018,452		12/31/26		14,018,421		14,018,452
	Cedar Electronics Holdings, Corp. (4)	01/30/19	Incremental Term Loan - 15.00% inc PIK (15.00%, Fixed Coupon, all PIK)		1.4	%			5,020,439		12/31/26		5,020,439		5,020,439
					5.2	%						19,038,860		19,038,891
Industrial Conglomerates
	H-D Advanced Manufacturing Company	06/30/15	Term Loan - 13.96% inc PIK (SOFR + 8.50%, 1.50% Floor, all PIK)		26.8	%			98,278,214		11/12/25		98,230,450		98,278,214
					26.8	%						98,230,450		98,278,214
Metals & Mining
	Pace Industries, Inc.(2) (4)	06/01/20	HoldCo Term Loan - 7.53% inc PIK (SOFR + 2.00%, 1.50% Floor, all PIK)		0.0	%			95,788,448		06/01/40		78,137,869		-
	Pace Industries, Inc.(4)	06/01/20	Term Loan - 13.78% inc PIK (SOFR + 8.25%, 1.50% Floor, all PIK)		17.2	%			65,816,181		06/01/25		65,803,789		62,986,086
	Pace Industries, Inc.(4)	10/07/22	Revolver - 13.81% inc PIK (SOFR + 8.25%, 1.50% Floor, all PIK)		4.1	%			15,746,858		06/01/25		15,746,858		15,069,743
					21.3	%						159,688,516		78,055,829
Pharmaceuticals
	Noramco, LLC	07/01/16	Term Loan - 13.92% inc PIK (SOFR + 8.38%, 1.00% Floor, 0.38% PIK)		11.9	%			43,900,104		01/31/25		43,900,103		43,505,002
					11.9	%						43,900,103		43,505,002
	Total Debt Investments				75.4	%						368,324,509		276,377,090

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2023


Industry	Issuer	Investment	% of Net Assets			Shares		Amortized Cost			Fair Value
	EQUITY
Diversified Consumer Services
	SSI Parent, LLC (fka School Specialty, Inc.)(4)(5)(7)	Class A Preferred Stock		4.2	%		806,264			$	8,062,637			$	15,399,637
	SSI Parent, LLC (fka School Specialty, Inc.)(4)(5)(7)	Class B Preferred Stock		1.3	%		359,474				356,635				4,888,847
	SSI Parent, LLC (fka School Specialty, Inc.)(4)(5)(7)	Common Stock		8.7	%		80,700				53,889				31,928,148
				14.2	%					8,473,161				52,216,632
Hotels, Restaurants & Leisure
	RT Holdings Parent, LLC(2)(4)(7)	Class A Units		5.3	%		5,475,885				5,133,708				19,487,032
	RT Holdings Parent, LLC(2)(4)(7)	Warrant, expires 12/21/27		0.9	%		912,647				-				3,247,928
	RT Holdings Parent, LLC(2)(4)(7)	Class P-1 Units		0.1	%		105,624				133,086				376,000
	RT Holdings Parent, LLC(2)(4)(7)	Class P-2 Units		0.0	%		53,104				66,914				110,000
				6.3	%					5,333,708				23,220,960
Household Durables
	Cedar Ultimate Parent, LLC(2)(4)(7)	Class A Preferred Units		5.4	%		9,297,990				9,187,902				19,981,009
	Cedar Ultimate Parent, LLC(2)(4)(7)	Class E Common Units		0.0	%		300,000				-				-
	Cedar Ultimate Parent, LLC(2)(4)(7)	Class D Preferred Units		0.0	%		2,900,000				-				-
				5.4	%					9,187,902				19,981,009
Investment Funds & Vehicles
	TCW Direct Lending Strategic Ventures(2)(4)(6)	Common membership Interests		0.0	%		800				-				-
	TCW Direct Lending Strategic Ventures(4)(6)	Preferred membership Interests		19.0	%		66,880				66,880,000				69,780,704
				19.0	%					66,880,000				69,780,704
Metals & Mining
	Pace Industries, Inc.(2)(4)(7)	Common Stock		0.0	%		971,418				2,110,522				-
				0.0	%					2,110,522				-
Technologies Hardware, Storage and Peripherals
	Quantum Corporation(2)	Common Stock		0.2	%		1,766,327				6,481,788				618,214
				0.2	%					6,481,788				618,214
	Total Equity Investments			45.1	%					98,467,081				165,817,519
	Total Debt & Equity Investments(8)			120.5	%					466,791,590				442,194,609
	Cash Equivalents
	First American Government Obligation Fund, Yield 5.30%			0.6	%		2,372,278				2,372,278				2,372,278
	Total Cash Equivalents			0.6	%					2,372,278				2,372,278
	Short-term Investments
	U.S. Treasury Bill, Yield 5.26%			134.1	%		500,000,000				491,965,556				491,965,556
	Total Short-term Investments			134.1	%					491,965,556				491,965,556
	Total Investments (255.4%)							$	961,129,424			$	936,532,443
	Net unrealized depreciation on unfunded commitments (-0.7%)											(2,399,435	)
	Liabilities in Excess of Other Assets (-154.7%)											(567,393,553	)
	Net Assets (100.0%)										$	366,739,455

(1)

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

(2)

Non-income producing.

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2023

(3)

As defined in the Investment Company Act of 1940, the investment is deemed to be an "affiliated person" of the Company because the Company owns, either directly or indirectly, between 5% and 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2022 and December 31, 2023 along with transactions during the year ended December 31, 2023 in these affiliated investments are as follows:


Name of Investment	Fair Value at December 31, 2022		Gross Addition(a)			Gross Reduction(b)		Realized Gains (Losses)	Net Change in Unrealized Appreciation/ (Depreciation)			Fair Value at December 31, 2023			Interest/Dividend/ Other income
Animal Supply Holdings LLC Class A Common	$	-		$	-		$	-	$	(1,572,727	)		$	1,572,727		$	-	$	-
Animal Supply Company, LLC Term Loan - 9.50%		22,624,644			2,742,303			-		-				(6,312,569	)		19,054,378		2,748,900
Guardia LLC (fka Carrier & Technology, LLC) Revolver - 8.75%		2,604,562			1,072			-		(1,928,556	)			(677,078	)		-		-
PNI Litigation Trust (fka Guardia) Preferred Equity		-			-			-		(115,715	)			115,715			-		-
Retail & Animal Intermediate, LLC Delayed Draw Priming Term Loan		-			2,816,304			-		-				(2,816,304	)		-		312,939
Retail and Animal Intermediate Subordinated Loan - 7.00%		-			-			-		(23,151,201	)			23,151,201			-		-
Total Non-Controlled Affiliated Investments	$	25,229,206		$	5,559,679		$	-	$	(26,768,199	)		$	15,033,692		$	19,054,378	$	3,061,839

(a)

Gross additions include new purchases, PIK income and amortization of original issue and market discounts.

(b)

Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2023

(4)

As defined in the Investment Company Act of 1940, the investment is deemed to be a "controlled person" of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2022 and December 31, 2023 along with transactions during the year ended December 31, 2023 in these controlled investments are as follows:


Name of Investment	Fair Value at December 31, 2022		Gross Addition(a)			Gross Reduction(b)		Realized Gains (Losses)		Net Change in Unrealized Appreciation/ (Depreciation)		Fair Value at December 31, 2023			Interest/Dividend/ Other income
Cedar Electronics Holdings, Corp Incremental Term Loan - 15.00%	$	4,316,274		$	704,165		$	-		$	-		$	-		$	5,020,439	$	773,261
Cedar Electronics Holdings, Corp Term Loan - 9.50%		15,126,452			532			(1,107,870	)		-			(662	)		14,018,452		2,083,627
Cedar Ultimate Parent, LLC Class A Preferred Unit		11,753,031			-			-			-			8,227,978			19,981,009		-
Cedar Ultimate Parent, LLC Class D Preferred Unit		-			-			-			-			-			-		-
Cedar Ultimate Parent, LLC Class E Preferred Unit		-			-			-			-			-			-		-
Pace Industries, Inc. Common Stock		-			-			-			-			-			-		-
Pace Industries, Inc. Term Loan - 3.50%		31,455,178			-			-			-			(31,455,178	)		-		17,031
Pace Industries, Inc. Term Loan - 9.75%		57,579,326			8,245,605			-			-			(2,838,845	)		62,986,086		8,439,162
Pace Industries, LLC Revolver Opco		8,616,757			7,130,100			-			-			(677,114	)		15,069,743		1,831,440
RT Holdings Parent, LLC Class A Unit		19,103,720			-			-			-			383,312			19,487,032		-
RT Holdings Parent, LLC Warrant		3,184,225			-			-			-			63,703			3,247,928		-
Ruby Tuesday Operations, LLC Term Loan		6,715,899			999,628			(1,019,272	)		-			-			6,696,255		1,327,622
Ruby Tuesday Operations, LLC Incremental Term Loan		-			1,750,882			-			-			1,189,375			2,940,257		318,000
Ruby Tuesday Operations, LLC Revolver - 2.78%		-			-			-			-			-			-		62,186
Ruby Tuesday P-1 Units		368,005			-			-			-			7,995			376,000		-
Ruby Tuesday P-2 Units		106,999			-			-			-			3,001			110,000		-
SSI Parent, LLC (fka School Specialty, Inc.) Common Stock		27,419,241			-			-			-			4,508,907			31,928,148		6,196,400
SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock A		13,061,335			-			-			-			2,338,302			15,399,637		-
SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock B		4,529,373			-			-			-			359,474			4,888,847		-
SSI Parent, LLC (fka School Specialty, Inc.) Term Loan - 9.25%		35,383,037			-			(26,467,962	)		-			(106,811	)		8,808,264		2,351,953
TCW Direct Lending Strategic Ventures LLC Common Membership Interests		-			-			-			-			-			-		-
TCW Direct Lending Strategic Ventures LLC Preferred Membership Interests		84,141,713			-			(18,000,000	)		-			3,638,991			69,780,704		2,400,000
Total Controlled Affiliated Investments	$	322,860,565		$	18,830,912		$	(46,595,104	)	$	-		$	(14,357,572	)	$	280,738,801	$	25,800,682

(a)

Gross additions include new purchases, PIK income and amortization of original issue and market discounts.

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2023

(b)

Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

(5)

Holdings of SSI Parent, LLC (fka School Specialty, Inc.) Class A & B preferred stock and common stock are held through TCW DL SSP LLC, a special purpose vehicle.

(6)

The investment is not a qualifying asset as defined in Section 55(a) under the Investment Company Act of 1940, as amended. A business development company may not acquire an asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets. As of December 31, 2023, $69,780,704or 7.4%of the Company's total assets were represented by "non-qualifying assets."

(7)

All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933 as amended (the "Securities Act") and may be deemed "restricted securities" under the Securities Act. As of December 31, 2023, the aggregate fair value of these securities was $95,418,601, or 10.2%of the Company's total assets.

(8)

The fair value of the Quantum Corporation Common Stock held by the Company is based on the quoted market price of the issuer's stock as of December 31, 2023. Such common stock is considered to be a Level 1 security within the Fair Value Hierarchy. Otherwise, the fair value of each debt and equity 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 or 3-Month

PIK - Payment-In-Kind

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $27,282,868and $81,882,519, respectively, for the period 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.


Country Breakdown Portfolio
United States	100.0	%

See Notes to Consolidated Financial Statements.

TCW 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 $50,441 and $148,612, respectively)	$	43,389			$	142,401
Non-controlled affiliated investments (amortized cost of $32,757 and $30,231, respectively)		9,685				19,054
Controlled affiliated investments (amortized cost of $401,613 and $287,948, respectively)		315,957				280,739
Cash and cash equivalents		2,810				2,372
Short-term investments		418,769				491,966
Interest income receivable		1,043				2,466
Deferred financing costs		324				122
Prepaid and other assets		45				34
Total Assets	$	792,022			$	939,154
Liabilities
Payable for short-term investments purchased	$	418,769			$	491,966
Credit facility payable		86,450				77,050
Unrealized depreciation on unfunded commitments		682				2,399
Interest and credit facility expense payable		588				571
Directors' fees payable		203				-
Other accrued expenses and other liabilities		401				429
Total Liabilities		507,093				572,415
Commitments and Contingencies (Note 5)
Members' Capital
Common Unitholders' commitment: (18,034,649 units issued and outstanding)		1,803,465				1,803,465
Common Unitholders' undrawn commitment: (18,034,649 units issued and outstanding)		(199,120	)			(199,120	)
Common Unitholders' return of capital		(1,115,045	)			(1,115,045	)
Common Unitholders' offering costs		(853	)			(853	)
Accumulated Common Unitholders' tax reclassification		(13,904	)			(13,904	)
Common Unitholders' capital		474,543				474,543
Accumulated overdistributed earnings		(189,614	)			(107,804	)
Total Members' Capital		284,929				366,739
Total Liabilities and Members' Capital	$	792,022			$	939,154
Net Asset Value Per Unit (accrual base) (Note 11)(1)	$	26.84			$	31.38

(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.

See Notes to Consolidated Financial Statements.

TCW 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	$	1,430			$	6,139		$	5,172		$	18,003
Interest income paid-in-kind		2,157				30			9,512			99
Other fee income		-				72			7			261
Non-controlled affiliated investments:
Interest income		8				4			(42	)		4
Interest income paid-in-kind		94				958			123			2,690
Other fee income		-				6			13			18
Controlled affiliated investments:
Interest income		770				1,004			2,256			4,286
Interest income paid-in-kind		264				3,095			4,426			8,561
Dividend income		-				800			4,796			6,996
Other fee income		-				29			60			100
Total investment income		4,723				12,137			26,323			41,018
Expenses
Interest and credit facility expenses		1,968				1,835			5,432			6,252
Interest expense on repurchase transactions		1,617				1,341			5,051			4,219
Management fees		911				-			2,673			-
Professional fees		188				141			520			523
Administrative fees		118				136			371			415
Directors' fees		87				87			244			243
Other expenses		28				32			101			133
Total expenses		4,917				3,572			14,392			11,785
Expenses waived by the Adviser		(911	)			-			(2,673	)		-
Net expenses		4,006				3,572			11,719			11,785
Net investment income		717				8,565			14,604			29,233
Net realized and unrealized (loss) gain on investments
Net realized loss:
Non-controlled/non-affiliated investments		(5,000	)			-			(5,000	)		-
Non-controlled affiliated investments		-				-			-			(2,044	)
Net change in unrealized appreciation/(depreciation):
Non-controlled/non-affiliated investments		6,370				(354	)		875			7,258
Non-controlled affiliated investments		(6,637	)			(3,360	)		(11,895	)		(8,556	)
Controlled affiliated investments		(41,290	)			1,001			(78,447	)		(8,723	)
Net realized gain on short-term investments		1,490				1,006			4,553			2,668
Net realized and unrealized loss on investments		(45,067	)			(1,707	)		(89,914	)		(9,397	)
Net (decrease) increase in Members' Capital from operations	$	(44,350	)		$	6,858		$	(75,310	)	$	19,836
Basic and diluted:
(Loss) income per unit	$	(2.46	)		$	0.38		$	(4.18	)	$	1.10
Units outstanding		18,034,649				18,034,649			18,034,649			18,034,649

See Notes to Consolidated Financial Statements.

TCW 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	$	490,088			$	(100,784	)	$	389,304
Net Increase (Decrease) in Members' Capital Resulting from Operations:
Net investment income		-				7,445			7,445
Net realized gain on investments		-				954			954
Net change in unrealized appreciation/(depreciation) on investments		-				(12,188	)		(12,188	)
Total Decrease in Members' Capital for the three months ended March 31, 2023		-				(3,789	)		(3,789	)
Members' Capital at March 31, 2023		477,458				(88,032	)		389,426
Net Increase (Decrease) in Members' Capital Resulting from Operations:
Net investment income		-				13,223			13,223
Net realized loss on investments		-				(1,336	)		(1,336	)
Net change in unrealized appreciation/(depreciation) on investments		-				4,880			4,880
Distributions to Members from:
Distributable earnings		-				(10,000	)		(10,000	)
Return of capital		(4,000	)			-			(4,000	)
Total (Decrease) Increase in Members' Capital for the three months ended June 30, 2023		(4,000	)			6,767			2,767
Members' Capital at June 30, 2023		473,458				(81,265	)		392,193
Net Increase (Decrease) in Members' Capital Resulting from Operations:
Net investment income		-				8,565			8,565
Net realized gain on investments		-				1,006			1,006
Net change in unrealized appreciation/(depreciation) on investments		-				(2,713	)		(2,713	)
Total Increase in Members' Capital for the three months ended September 30, 2023		-				6,858			6,858
Members' Capital at September 30, 2023	$	473,458			$	(74,407	)	$	399,051

See Notes to Consolidated Financial Statements.

TCW 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	$	474,543		$	(107,804	)	$	366,739
Net Increase (Decrease) in Members' Capital Resulting from Operations:
Net investment income		-			8,886			8,886
Net realized gain on investments		-			1,607			1,607
Net change in unrealized appreciation/(depreciation) on investments		-			(11,980	)		(11,980	)
Distributions to Members from:
Distributable earnings		-			(2,500	)		(2,500	)
Total Decrease in Members' Capital for the three months ended March 31, 2024		-			(3,987	)		(3,987	)
Members' Capital at March 31, 2024		474,543			(111,791	)		362,752
Net Increase (Decrease) in Members' Capital Resulting from Operations:
Net investment income		-			5,001			5,001
Net realized gain on investments		-			1,456			1,456
Net change in unrealized appreciation/(depreciation) on investments		-			(35,930	)		(35,930	)
Distributions to Members from:
Distributable earnings		-			(4,000	)		(4,000	)
Total Decrease in Members' Capital for the three months ended June 30, 2024		-			(33,473	)		(33,473	)
Members' Capital at June 30, 2024	$	474,543		$	(145,264	)	$	329,279
Net Increase (Decrease) in Members' Capital Resulting from Operations:
Net investment income		-			717			717
Net realized loss on investments		-			(3,510	)		(3,510	)
Net change in unrealized appreciation/(depreciation) on investments		-			(41,557	)		(41,557	)
Total Decrease in Members' Capital for the three months ended September 30, 2024		-			(44,350	)		(44,350	)
Members' Capital at September 30, 2024	$	474,543		$	(189,614	)	$	284,929

See Notes to Consolidated Financial Statements.

TCW 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 (decrease) increase in net assets resulting from operations	$	(75,310	)		$	19,836
Adjustments to reconcile the net (decrease) increase in net assets resulting from operations to net cash provided by operating activities:
Purchases of investments		(18,132	)			(5,637	)
Purchases of short-term investments		(418,769	)			(491,745	)
Interest income paid in-kind		(14,061	)			(11,350	)
Proceeds from sales and paydowns of investments		9,180				46,352
Proceeds from sales of short-term investments (net of $4,553 and $2,668 realized gain on short term investments, respectively)		491,966				501,075
Net realized loss on investments		5,000				2,044
Change in net unrealized (appreciation)/depreciation on investments		89,467				10,021
Amortization of premium and accretion of discount, net		(6	)			(181	)
Amortization of deferred financing costs		455				426
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in interest income receivable		1,423				(426	)
(Increase) decrease in prepaid and other assets		(11	)			1
Increase (decrease) in payable for short-term investments purchased		(73,197	)			(9,330	)
Increase (decrease) in management fees payable		-				(999	)
Increase (decrease) in interest and credit facility expense payable		17				(120	)
Increase (decrease) in directors' fees payable		203				203
Increase (decrease) in other accrued expenses and liabilities		(28	)			(4	)
Net cash (used in) provided by operating activities		(1,803	)			60,166
Cash Flows from Financing Activities
Return of capital		-				(4,000	)
Distributions to Members		(6,500	)			(10,000	)
Deferred financing costs paid		(659	)			(543	)
Proceeds from credit facility		12,900				2,000
Repayments of credit facility		(3,500	)			(46,200	)
Net cash provided by (used in) financing activities		2,241				(58,743	)
Net increase in cash and cash equivalents		438				1,423
Cash and cash equivalents, beginning of period		2,372				4,223
Cash and cash equivalents, end of period	$	2,810			$	5,646
Supplemental and non-cash financing activities
Interest expense paid	$	4,700			$	5,748
Non-cash purchases of investments due to reorganization	$	(102,632	)		$	-
Non-cash sales of investments due to reorganization	$	102,632			$	-

See Notes to Consolidated Financial Statements.

TCW 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 Direct Lending LLC ("Company") was formed as a Delaware corporation on March 20, 2014and converted to a Delaware limited liability company on April 1, 2014. The Company conducted a private offering of its limited liability company units (the "Common 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. The Company has engaged TCW Asset Management Company LLC ("TAMCO"), an affiliate of The TCW Group, Inc. ("TCW") to be its adviser (the "Adviser"). On May 13, 2014 ("Inception Date"), the Company sold and issued 10Common Units at an aggregate purchase price of $1to TAMCO.

The Company has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Company has also elected to be treated for U.S. federal income tax purposes as a Regulated Investment Company (a "RIC") under Subchapter M of the U.S Internal Revenue Code of 1986, as amended (the "Code") for the taxable year ending December 31, 2015 and subsequent years. 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.

As of September 30, 2024, the Company has twowholly-owned subsidiaries, each of which is a Delaware limited liability company designed to hold an equity investment of the Company.

The consolidated financial statements in this quarterly report on Form 10-Q include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Term:The initial term of the Company continued until the sixth anniversary of the Initial Closing Date (as defined below), September 19, 2020. The Company may extend the term for twoadditional one-yearperiods upon written notice to the holders of the Common Units and holders of preferred units, if any, (collectively the "Unitholders" or "Members") at least 90 days prior to the expiration of the term or the end of the first one-yearperiod. Thereafter, the term may be extended for successive one-year periods, with the vote or consent of a supermajority in interest of the holders of the Common Units. On April 30, 2021, the Company's Board of Directors (the "Board") approved the second one year extension of the Company's term from September 19, 2021 to September 19, 2022. On July 11, 2022 the term of the Company was extended for a one-year period from September 19, 2022 to September 19, 2023 via a supermajority vote of the Unitholders. On May 11, 2023 the term of the Company was extended for an additional one-year period from September 19, 2023 to September 19, 2024 via a supermajority vote of the Unitholders. On July 11, 2024, the Company's term was extended for an additional one-year period from September 19, 2024 to September 19, 2025 via a supermajority vote of the Unitholders.

Commitment Period: The Commitment Period commenced on September 19, 2014 (the "Initial Closing Date") and ended on September 19, 2017, the third anniversary of the Initial Closing Date. In accordance with the Company's 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 90days after the expiration date of the Commitment Period.The Company may also effect follow-on investments up to an aggregate maximum of 10% of Capital Commitments (as defined below), provided that any such follow-on investment to be made after the third anniversary of the expiration of the Commitment Period shall require the prior consent of a majority in interest of the Common Unitholders.

In October 2022, the Company's Members approved a proposal to allow the Company to make pre-identified follow-on investments in specific portfolio companies as well as their holding companies, subsidiaries, successors or other affiliates, up to an aggregate maximum of 10% of Capital Commitments. Such approval is valid throughout the remaining Company term. In September 2024, the Company's Members approved a proposal to allow the Company to make follow-on investments in existing portfolio companies up to an aggregate amount not to exceed $226,300(i.e, 11.24% of the original Capital Commitments); provided, however, that any such follow-on investments to be made after the third anniversary of the expiration of the Commitment Period shall require the prior consent of a majority in interest of the Common Unitholders.

TCW 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)

Capital Commitments: On September 19, 2014 ("the Initial Closing Date"), the Company began accepting subscription agreements from investors for the private sale of its Common Units. On March 19, 2015, the Company completed its final private placement of its Common Units. Subscription agreements with commitments ("Commitments") from investors (each a "Common Unitholder") totaling $2,013,470for the purchase of Common Units were accepted. Each Common Unitholder is obligated to contribute capital equal to their Commitment and each Unit's Commitment obligation is $100.00per unit. The amount of capital that remains to be drawn down and contributed is referred to as an "Undrawn Commitment". On July 11, 2022 the Company's Members approved a reduction in Undrawn Commitments by $10.43per unit, resulting in an approximately 41.18% reduction of overall remaining available capital commitments.The Company effected this commitment reduction by reducing the number of outstanding undrawn units and thereby reducing total Units from 20,134,698to 18,034,649. Such Unit reduction was proportionately affected for each Member and therefore has noimpact on each Member's percentage in interest in the Company.

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, the 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	$	1,803,465		$	199,120		89.0	%	18,034,649

Recallable Amount:A Common Unitholder may be required to re-contribute amounts distributed equal to 75% of the principal amount or the cost portion of any Portfolio Investment that is fully repaid to or otherwise fully recouped by the Company within one year of the Company's investment. The Recallable Amount is excluded from the calculation of the accrual based net asset value.

The Recallable Amount as of September 30, 2024 was $100,875.

2. Significant Accounting Policies

Basis of Presentation: The unaudited consolidated financial statements of the Company 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 946"). The Company has consolidated the results of its wholly owned subsidiary in its consolidated financial statements in accordance with ASC 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 28, 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 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 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 its principal market to be the market that has the greatest volume and level of activity.

TCW 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)

Transactions: The Company records investment transactions on the trade date. The Company considers 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 as interest income in the period in which the fees were earned. Income received in exchange for the provision of services such as administration and managerial services is recognized as other fee income in the period in which it was earned.

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

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

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

Deferred Financing Costs:Deferred financing costs incurred by the Company in connection with the revolving credit facility, including arrangement fees, upfront fees and legal fees, are amortized on a straight-line basis over the term of the revolving credit facility.

Organization and Offering Costs: The Company did not bear more than an amount equal to 10basis points of the aggregate capital commitments of the Company for organization and offering expenses.

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 considers all 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, short-term investments is comprised of U.S. Treasury bills, all of which are carried at fair value and are classified as Level 1 in the GAAP valuation hierarchy.

Income Taxes: 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 Members as dividends. Rather, any tax liability related to income earned and distributed by the Company represents obligations of the Company's Members and will not be reflected in the consolidated financial statements of the Company.

TCW 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)

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 adoptedASU 2022-03 and the adoption did nothave 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 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.

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),includes common stock valued at the closing price on the primary exchange in which the security trades.

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.

TCW 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)

Equity, (Level 3), includes common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used it follows the income approach. The pricing model takes into account the contract terms as well as multiple inputs, including: time value, implied volatility, equity prices and interest rates. A liquidity discount based on current market expectations, future events, minority ownership position and the period management reasonably expects to hold the investment may be applied.

Pricing inputs and weightings applied to determine value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.

Net Asset Value ("NAV") (Investment Funds and Vehicles): Equity investments in an affiliated investment fund (Strategic Ventures) are valued based on the NAV reported by the investment fund. Investments held by the affiliated fund include debt investments in privately originated senior secured debt. Such investments held by the affiliated fund are valued using the same methods, approach and standards applied above to debt investments held by the Company. The Company's ability to withdraw from the fund is subject to restrictions. The term of the fund will continue until June 5, 2021 unless dissolved earlier or extended for two additional one-year periods by the Company, in its full discretion. The Company can further extend the term of the fund for additional one-year periods upon notice to and consent from the fund's management committee. On February 25, 2021, Company extended the fund's term one additional year, until June 5, 2022. On February 1, 2022, the Company further extended the fund's term one additional year, until June 5, 2023. On April 17, 2023, the Company further extended the fund's term one additional year, until June 5, 2024. On May 1, 2024, the Company further extended the fund's term one additional year, until June 5, 2025. The Company is entitled to income and principal distributed by the fund. As of September 30, 2024, the timing of the liquidation of the fund is not known.

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		NAV	Total
Debt	$	-		$	-		$	203,892	$	-	$	203,892
Equity		309			-			108,892		-		109,201
Investment funds & vehicles(1)		-			-			-		55,938		55,938
Short- term investments		418,769			-			-		-		418,769
Cash equivalents		2,810			-			-		-		2,810
Total	$	421,888		$	-		$	312,784	$	55,938	$	790,610

(1)

Includes equity investments in Strategic Ventures. In accordance with ASC Topic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

TCW 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 December 31, 2023:


Investments	Level 1		Level 2			Level 3		NAV	Total
Debt	$	-		$	-		$	276,377	$	-	$	276,377
Equity		618			-			95,419		-		96,037
Investment funds & vehicles(1)		-			-			-		69,781		69,781
Short- term investments		491,966			-			-		-		491,966
Cash equivalents		2,372			-			-		-		2,372
Total	$	494,956		$	-		$	371,796	$	69,781	$	936,533

(1)

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	$	262,196			$	83,984		$	346,180
Purchases, including payments received in-kind		48,792				62,647			111,439
Sales and paydowns of investments		(102,840	)			-			(102,840	)
Amortization of premium and accretion of discount, net		33				-			33
Net realized losses		(5,000	)			-			(5,000	)
Net change in unrealized appreciation/(depreciation)		711				(37,739	)		(37,028	)
Balance, September 30, 2024	$	203,892			$	108,892		$	312,784
Change in net unrealized appreciation/(depreciation) in investments held as of September 30, 2024		759				(37,739	)		(36,980	)


	Debt			Equity			Total
Balance, January 1, 2024	$	276,377			$	95,419		$	371,796
Purchases, including payments received in-kind		65,696				62,647			128,343
Sales and paydowns of investments		(103,450	)			-			(103,450	)
Amortization of premium and accretion of discount, net		6				-			6
Net realized losses		(5,000	)			-			(5,000	)
Net change in unrealized appreciation/(depreciation)		(29,737	)			(49,174	)		(78,911	)
Balance, September 30, 2024	$	203,892			$	108,892		$	312,784
Change in net unrealized appreciation/(depreciation) in investments held as of September 30, 2024	$	(29,689	)		$	(49,174	)	$	(78,863	)

TCW 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	$	323,608			$	80,185		$	403,793
Purchases, including payments received in-kind		4,075				-			4,075
Sales and paydowns of investments		(680	)			-			(680	)
Amortization of premium and accretion of discount, net		33				-			33
Net change in unrealized appreciation/(depreciation)		(9,164	)			6,638			(2,526	)
Balance, September 30, 2023	$	317,872			$	86,823		$	404,695
Change in net unrealized appreciation/(depreciation) in investments held as of September 30, 2023	$	(9,164	)		$	6,637		$	(2,527	)


	Debt			Equity			Total
Balance, January 1, 2023	$	349,861			$	79,526		$	429,387
Purchases, including payments received in-kind		16,987				-			16,987
Sales and paydowns of investments		(28,352	)			-			(28,352	)
Amortization of premium and accretion of discount, net		181				-			181
Net realized losses		(1,928	)			(116	)		(2,044	)
Net change in unrealized appreciation/(depreciation)		(18,877	)			7,413			(11,464	)
Balance, September 30, 2023	$	317,872			$	86,823		$	404,695
Change in net unrealized appreciation/(depreciation) in investments held as of September 30, 2023	$	(18,200	)		$	7,297		$	(10,903	)

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

43,080

Income Method

Discount Rate

13.2 to 16.3%

14.7%

Decrease

Debt

27,900

Market Method

EBITDA Multiple

5.3x to 7.0x

6.3x

Increase

Debt

132,912

Market Method

Revenue Multiple

0.1x to 1.3x

0.7x

Increase

Equity

57,164

Market Method

EBITDA Multiple

5.3x to 7.0x

6.0x

Increase

Equity

51,728

Market Method

Revenue Multiple

0.1x to 1.3x

0.8x

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

43,506

Income Method

Discount Rate

13.6% to 16.5%

15.1%

Decrease

Debt

126,124

Market Method

EBITDA Multiple

5.8x to 9.5x

N/A

Increase

Debt

106,747

Market Method

Revenue Multiple

0.1x to 0.7x

N/A

Increase

Equity

72,198

Market Method

EBITDA Multiple

5.8x to 8.5x

N/A

Increase

Equity

23,221

Market Method

Revenue Multiple

0.1x to 0.7x

N/A

Increase

* Weighted based on fair value

TCW 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)

Unless noted, the Company generally utilizes the midpoint of a valuation range provided by an external, independent valuation firm.

4. Agreements and Related Party Transactions

Advisory Agreement: On September 15, 2014, the Company entered into an 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 was approved by the Board at an in-person meeting. Unless earlier terminated, the Advisory Agreement will remain in effect for a period of two yearsand 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 our outstanding voting securities, and (ii) the vote of a majority of the independent directors of the Board. On August 12, 2024, the Company's Board reapproved the Advisory Agreement for an additional one-yearterm until September 15, 2025.

Management Fee: Pursuant to the Advisory Agreement, and subject to the overall supervision of the Board, the Adviser will manage the Company's day-to-day operations and provide investment advisory services to the Company. The Company will pay to the Adviser, quarterly in advance, a management fee (the "Management Fee") calculated as follows: (i) for the period starting on the initial closing date and ending on the earlier of (A) the last day of the calendar quarter during which the Commitment Period (as defined below) ends or (B) the last day of the calendar quarter during which the Adviser or an affiliate thereof begins to accrue a management fee with respect to a successor fund, 0.375% (i.e., 1.50% per annum) of the aggregate commitments determined as of the end of the Closing Period, and (ii) for each calendar quarter thereafter during the term of the Company (but not beyond the tenth anniversary of the initial closing date), 0.1875% (i.e., 0.75% per annum) of the aggregate cost basis (whether acquired by the Company with contributions from members, other Company funds or borrowings) of all portfolio investments that have not been sold, distributed to the members, or written off for tax purposes (but reduced by any portion of such cost basis that has been written down to reflect a permanent impairment of value of any portfolio investment), determined in each case as of the first day of such calendar quarter. The Management Fee in respect of the Closing Period will be calculated as if all capital commitments of the Company were made on the initial closing date, regardless of when Common Units were actually funded. The actual payment of the Management Fee with respect to the Closing Period will not be made prior to the first day of the first full calendar quarter following the end of the Closing Period. The "Commitment Period" of the Company will begin on the initial closing date and end on the earlier of (a) three years from the initial closing date and (b) the date on which the undrawn Commitment of each Common Unit has been reduced to zero. While the Management Fee will accrue from the initial closing date, the Adviser intends to defer payment of such fees to the extent that such fees cannot be paid from interest and fee income generated by the Company's investments.

During the three and nine months ended September 30, 2024, Management Fees incurred were $911and $2,673, respectively. During the three and nine months ended September 30, 2023, Management Fees incurred were $970and $3,024, respectively. As described in Note 1, on May 11, 2023, the Company's term was extended from September 19, 2023 to September 19, 2024 via a supermajority vote of the Unitholders. In connection with the May 11, 2023 extension, the Adviser agreed to waive management fees earned from and after December 31, 2022.

Incentive Fee: 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 capital contributions in respect of all Common Units;

(b) Second, no Incentive Fee will be owed until the Common Unitholders have collectively received cumulative distributions equal to a 9% internal rate of return on their aggregate capital contributions 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 cumulative Incentive Fee paid to the Adviser is equal to 20% of the sum of (i) the amount by which the Hurdle exceeds the aggregate capital contributions of the Common Unitholders in respect of all Common Units and (ii) the amount of Incentive Fee being paid to the Adviser pursuant to this clause (c); and

(d) Thereafter, the Adviser will be entitled to an Incentive Fee equal to 20% of additional amounts otherwise distributable to Unitholders, with the remaining 80% distributed to the Unitholders.

TCW 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)

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 Unitholders.

If the Advisory Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating the agreement or (ii) our terminating the agreement for cause (as set out in the Advisory Agreement), we 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 our investments were liquidated for their current value (but without taking into account any unrealized appreciation of any portfolio investment), and any unamortized deferred portfolio investment-related fees would be deemed accelerated, (B) the proceeds from such liquidation were used to pay all our outstanding liabilities, and (C) the remainder were distributed to Unitholders and paid as Incentive Fee in accordance with the "waterfall" (i.e., clauses (a) through (d)) described above for determining the amount of the Incentive Fee. We will make the Final Incentive Fee Payment in cash on or immediately following the date the Advisory Agreement is so terminated. The Adviser Return Obligation (defined below) will not apply in connection with a Final Incentive Fee Payment.

NoIncentive Fees were incurred during the three and nine months ended September 30, 2024 and 2023.

Administration Agreement: On September 15, 2014, the Company entered into the Administration Agreement with the Adviser under which the Adviser (or one or more delegated service providers) will oversee the maintenance of our financial records and otherwise assist on the Company's compliance with regulations applicable to a BDC under the 1940 Act, and a RIC under the Code, to prepare reports to our Members, monitor the payment of our expenses and the performance of other administrative or professional service providers, and generally provide us with administrative and back office support. The Company will reimburse the Administrator for expenses incurred by it on behalf of the Company in performing its obligations under the Administration Agreement. Amounts paid pursuant to the Administration Agreement are subject to the annual cap on Company Expenses (as defined below), as described more fully below. On August 12, 2024, the Company's Board reapproved the Administrative Agreement for an additional one-year term until September 15, 2025.

The Company, and indirectly the Unitholders, will bear (including by reimbursing the Adviser or Administrator) all other costs and expenses of its operations, administration and transactions, including, without limitation, organizational and offering expenses, management fees, costs of reporting required under applicable securities laws, legal fees of the Company's counsel and accounting fees. However, the Company will not bear (a) more than an amount equal to 10basis points of the aggregate capital commitments of the Company for organization and offering expenses in connection with the offering of Common Units through the Closing Period and (b) more than an amount equal to 12.5basis points of the aggregate Commitments of the Company per annum (pro-rated for partial years) for its costs and expenses other than ordinary operating expenses ("Company Expenses"), including amounts paid to the Administrator under the Administration Agreement and reimbursement of expenses to the Adviser. All expenses that the Company will not bear will be borne by the Adviser or its affiliates. Notwithstanding the foregoing, the cap on Company Expenses does not apply to payments of the Management Fee, Incentive Fee, organizational and offering expenses (which are subject to the separate cap), amounts payable in connection with the Company's borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to the liquidation of the Company, taxes, or extraordinary expenses (such as litigation expenses and indemnification payments).

TCW Direct Lending Strategic Ventures LLC: On June 5, 2015, the Company, together with an affiliate of Security Benefit Corporation and accounts managed by Oak Hill Advisors, L.P., entered into an Amended and Restated Limited Liability Company Agreement (the "Agreement") to become members of TCW Direct Lending Strategic Ventures LLC ("Strategic Ventures"). Strategic Ventures focuses primarily on making senior secured floating rate loans to middle-market borrowers. The Agreement was effective June 5, 2015. The Company's investment in Strategic Ventures is restricted from redemption until the termination of Strategic Ventures.

The Company's capital commitment is $481,600, representing approximately 80% of the preferred and common equity ownership of Strategic Ventures, with the third-party investors representing the remaining capital commitments and preferred and common equity ownership. A portion of the Company's capital commitment was satisfied by the contribution of twoloans to Strategic Ventures. Strategic Ventures also entered into a revolving credit facility to finance a portion of certain eligible investments on June 5, 2015. On April 30, 2021, Strategic Ventures' revolving credit facility was terminated.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

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
Overton Chicago Gear, LLC (fka H-D Advanced Manufacturing Company)	January 2028	$	7,268		$	-		$	-	$	-
Pace Industries, Inc.	June 2025		2,336			682			3,671		158
Retail & Animal Intermediate, LLC	November 2025		-			-			2,242		2,241
Ruby Tuesday Operations LLC (fka Ruby Tuesday, Inc.)	February 2025		4,921			-			4,921		-
Total		$	14,525		$	682		$	10,834	$	2,399

The Company's total capital commitment to its underlying investment in Strategic Ventures is $481,600. As of September 30, 2024 and December 31, 2023, the Company's unfunded commitment to Strategic Ventures is $219,646.

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, management is not aware of any pending or threatened litigation.

In the normal course of business, the Company enters into contracts which provide a variety of representations and warranties, and that provide general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company's experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.

6. Members' Capital

During the three and nine months ended September 30, 2024 and 2023, the Company did not sell or issue any Common Units. As described in Note 1, on July 11, 2022 the Company's Members approved a reduction in Undrawn Commitments by $10.43per unit, resulting in an approximately 41.18% reduction of overall remaining available capital commitments.The 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		18,034,649		18,034,649		18,034,649	18,034,649
Units issued and committed at end of period		18,034,649		18,034,649		18,034,649	18,034,649

The Company did not process any deemed distributions and re-contributions during the three and nine months ended September 30, 2024 and 2023.

7. Credit Facility

The Company has a secured revolving credit agreement (the "Credit Agreement") with Natixis, New York Branch ("Natixis") as administrative agent and committed lender. The Credit Agreement provides for a revolving credit line of up to $750,000(the "Maximum Commitment") (the "Credit Facility"), subject to the lesser of the "Borrowing Base" assets or the Maximum Commitment (the "Available Commitment"). The Borrowing Base assets generally equal the sum of (a) a percentage of certain eligible investments in a controlled account, (b) a percentage of unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Credit Agreement is generally secured by the Borrowing Base assets.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

7. Credit Facility (Continued)

On April 10, 2017, the Company and Natixis entered into a Third Amended and Restated Revolving Credit Agreement. Under the Third Amended and Restated Revolving Credit Agreement borrowings bear interest at a rate equal to either the (a) adjusted eurodollar rate calculated in a customary manner plus 2.35%, (b) commercial paper rate plus 2.35%, or (c) a base rate calculated in a customary manner (using the higher of the Federal Funds Rate plus 0.50%, the Prime Rate and the Floating LIBOR Rate plus 1.00%) plus 1.35%. Moreover, the Credit Agreement's stated maturity date was extended from November 10, 2017to April 10, 2020.

On April 6, 2020, the Company entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Amended Credit Agreement"), by and among the Company, as borrower, and Natixis, New York Branch, as administrative agent and the lenders party thereto. The Amended Credit Agreement provides for a revolving credit line of up to $375,000(with an option for the Company to increase this amount to $450,000subject to consent of the lenders and satisfaction of certain other conditions), subject to the available borrowing base, which is generally the sum of (a) a percentage of certain eligible investments, (b) a percentage of remaining unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of the Company's investors, portfolio investments and substantially all other assets of the Company. The stated maturity date of the Amended Credit Agreement was April 9, 2021, which date (subject to the satisfaction of certain conditions) could have been extended by the Company for up to an additional 364days. Borrowings under the Amended Credit Agreement bore interest at a rate equal to either (a) adjusted eurodollar rate calculated in a customary manner plus 2.50%, (b) commercial paper rate plus 2.50%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted eurodollar rate plus 1.00%) plus 1.50%, provided however in each case the commercial paper rate and the eurocurrency rate shall have a floor of 1.00%.

On May 27, 2020, the Company entered into a Lender Group Joinder Agreement pursuant to which Zions Bancorporation, N.A. d/b/a California Bank & Trust was added as a committed lender (with a commitment of $25,000) under the Amended Credit Agreement. Concurrently therewith, the Company elected to increase the size of its revolving credit line under the Amended Credit Agreement to $400,000. On December 29, 2020, the Company elected to permanently decrease the size of its revolving credit line under the Amended Credit Agreement to $177,000.

On April 6, 2021, the Company entered into a Third Amendment to the Amended Credit Agreement (the "Third Amended Credit Agreement"). The Third Amended Credit Agreement provides for a revolving credit line of up to $177,000, subject to the available borrowing base, which is generally a percentage of remaining unfunded commitments from certain eligible investors in the Company. The Third Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of the Company's investors. The stated maturity date of the Third Amended Credit Agreement is April 8, 2022, which (subject to the satisfaction of certain conditions) may be extended by the Company for up to an additional 364days. On March 23, 2022, the Company exercised its final extension option, and extended the maturity date of the Third Amended Credit Agreement to April 7, 2023. Borrowings under the Third Amended Credit Agreement bear interest at a rate equal to either (a) Eurocurrency Rate calculated in a customary manner plus 1.95%, (b) commercial paper ("CP") rate plus 1.95%, or (c) a base rate calculated in a customary manner (which will never be less than the Eurocurrency Rate plus 1.00%) plus 0.95%, provided however in each case the CP Rate and the Eurocurrency Rate shall have a floor of 0.00%. The Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Company fail to satisfy certain covenants. As of September 30, 2024, the Company was in compliance with such covenants.

On January 10, 2023, the Company entered into a Fourth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fourth Amended Credit Agreement"). The Fourth Amended Credit Agreement replaces the Eurocurrency Rate with a Daily Simple SOFR Rate, Term SOFR Rate and Adjusted Term SOFR Rate (each as defined in the Fourth Amended Credit Agreement) for purposes of calculating interest on the loan. Each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR Rate for such Interest Period plus the interest rate spread or "Applicable Margin." Each Daily SOFR Loan will bear interest on the outstanding principal amount thereof at a rate per annum equal to Daily Simple SOFR plus the Applicable Margin. The Term SOFR Loan and Daily SOFR Loan have an Applicable Margin of 1.95%.

On April 7, 2023, the Company entered into the Fifth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fifth Amended Credit Agreement"). The Fifth Amended Credit Agreement removed the Adjusted Term SOFR Rate for purposes of calculating interest on the loan but kept the Daily Simple SOFR and Term SOFR rates as is. It also updated the Applicable Margin from 0.95% to 1.15% for Base Rate Loans and from 1.95% to 2.15% for all other loan types. The revolving credit line was also reduced from $177,000to $152,000and lastly, the maturity date of the loan was extended 364days to April 5, 2024.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

7. Credit Facility (Continued)

On April 5, 2024, the Company entered into the Sixth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Sixth Amended Credit Agreement"). The Sixth Amended Credit Agreement updated the Applicable Margin from 1.15% to 1.50% for Base Rate Loans and from 2.15% to 2.50% for all other loan types. The maturity date of the loan was also extended 364days to April 4, 2025.

As of September 30, 2024 and December 31, 2023, the Available Commitment under the Amended Credit Agreement was $65,550and $74,950, respectively.

As of September 30, 2024 and December 31, 2023, the amounts outstanding under the Credit Facility were $86,450and $77,050, respectively. The carrying amount of the Credit Facility, which is categorized as Level 2 within the fair value hierarchy as of September 30, 2024 and December 31, 2023, approximates its fair value. Valuation techniques and significant inputs used to determine fair value include Company details; credit, market and liquidity risk and events; financial health of the Company; place in the capital structure; interest rate; and terms and conditions of the Credit Facility.

Costs associated with the Credit Facility are recorded as deferred financing costs on our Consolidated Statements of Assets and Liabilities and the costs are being amortized over the life of the Credit Facility. As of September 30, 2024 and December 31, 2023, $324and $122, respectively, of such prepaid deferred financing costs has yet to be amortized.

The summary information regarding the Credit Facility 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
Credit facility interest expense	$	1,692			$	1,636		$	4,721		$	5,609
Undrawn commitment fees		68				67			223			168
Administrative fees		17				16			33			49
Amortization of deferred financing costs		191				116			455			426
Total	$	1,968			$	1,835		$	5,432		$	6,252
Weighted average interest rate		7.83	%			7.54	%		7.75	%		7.04	%
Average outstanding balance	$	84,592			$	84,946		$	80,053		$	105,012

8. Repurchase Transactions

The Company may, from time to time, enter into repurchase agreements with financial institutions, including 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 "Repurchase Transaction").

In accordance with ASC 860, Transfers and Servicing, these Repurchase Transactions meet the criteria for secured borrowings. Accordingly, the short-term investments 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 Barclays (the "Repurchase Obligation"). The Repurchase Obligation is secured by the short-term investments that are the subject of the repurchase agreement.

The Company had nooutstanding Repurchase Obligations as of September 30, 2024 and December 31, 2023. Interest expense incurred under these Repurchase Transactions was $1,617and $1,341for the three months ended September 30, 2024 and 2023, respectively. Interest expense incurred under these Repurchase Transactions was $5,051and $4,219for the nine months ended September 30, 2024 and 2023, respectively.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

9. Income Taxes

The Company has elected to be treated as a BDC under the 1940 Act and has elected to be treated as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not pay corporate-level U.S. Federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually to its common unitholders as dividends. The Company elected to be taxed as a RIC in 2015. The Company evaluates tax positions taken or expected to be taken in the course of preparing its 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	$	906,390			$	983,943
Unrealized appreciation	$	54,217			$	76,582
Unrealized depreciation	$	(170,680	)		$	(123,992	)
Net unrealized depreciation on investments	$	(116,463	)		$	(47,410	)

The Company did not have any unrecognized tax benefits at December 31, 2023, nor were there any increases or decreases in unrecognized tax benefits for the period then ended; and therefore nointerest or penalties were accrued. The Company is subject to examination by U.S. federal and state tax authorities regarding returns filed for the prior threeand four years, respectively.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

10. Unconsolidated Significant Subsidiaries

In accordance with Rule 3-09 of Regulation S-X ("Rule 3-09"), the Company must determine which of its unconsolidated controlled portfolio companies are considered "significant subsidiaries," if any. In evaluating these investments, Rule 1-02(w)(2) of Regulation S-X stipulates two tests to be utilized by a business development corporation to determine if any of our controlled investments are considered significant subsidiaries for financial reporting purposes: the investment test and the income test. For interim financial statements, Rule 3-09 requires summarized income statement information if any of the thresholds in the tests are exceeded.

As of September 30, 2024, our investment in Precision Products Machining Group, LLC (fka H-D Advanced Manufacturing Company) exceeded the threshold in at least one of the Rule 3-09 tests. Accordingly, included below is the summarized income statement information for Precision Products Machining Group, LLC (fka H-D Advanced Manufacturing Company):


	For the period from August 23, 2024 to September 30,
	2024(1)
Selected Income Statement Information - Precision Products Machining Group, LLC (fka H-D Advanced Manufacturing Company)
Total revenue	$	7,880
Gross profit		1,885
Net loss		(1,027	)

(1) No comparative periods are presented as Precision Products Machining Group, LLC (fka H-D Advanced Manufacturing Company) was formed on August 23, 2024.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

11. Financial Highlights

Selected data for a unit outstanding throughout the nine months ended September 30, 2024 and 2023 is presented below. The accrual base Net Asset Value is calculated by subtracting the per unit loss from investment operations from the beginning Net Asset Value per unit and reflects all units issued and outstanding.


	For the nine months ended September 30,
	2024(1)			2023(1)
Net Asset Value Per Unit (accrual base), Beginning of Period	$	31.38			$	32.84
Income from Investment Operations:
Net investment income		0.81				1.62
Net realized and unrealized loss		(4.99	)			(0.52	)
Total (loss) income from investment operations		(4.18	)			1.10
Less Distributions:
From net investment income		(0.36	)			(0.55	)
Return of capital		-				(0.22	)
Total distributions		(0.36	)			(0.77	)
Net Asset Value Per Unit (accrual base), End of Period	$	26.84			$	33.17
Common Unitholder Total Return(2)(3)		(23.63	)%			6.19	%
Common Unitholder IRR(4)		7.27	%			8.41	%
Ratios and Supplemental Data:
Members' Capital, end of period	$	284,929			$	399,051
Units outstanding, end of period		18,034,649				18,034,649
Ratios based on average net assets of Members' Capital:
Ratio of total expenses to average net assets(5)		5.51	%			3.99	%
Expenses waived by Investment Adviser(5)		(0.77	)%			-
Ratio of net expenses to average net assets(5)		4.74	%			3.99	%
Ratio of financing cost to average net assets(3)		1.56	%			1.58	%
Ratio of net investment income to average net assets(5)		5.59	%			9.91	%
Credit facility payable	$	86,450			$	82,050
Asset coverage ratio		4.30				5.86
Portfolio turnover rate(3)		2.15	%			1.15	%

(1)

Per unit data was calculated using the number of Common 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, is 7.27%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.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except unit data)

As of September 30, 2024

12. 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 1, 2024, the Company entered into a Repurchase Transaction with Barclays which settled on October 25, 2024in the amount of $418,625.

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 Direct Lending LLC. For simplicity, this report uses the terms "Company," "we," "us," and "our" to refer to TCW Direct Lending LLC and where appropriate in the context, its wholly-owned subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. These forward- looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "would," "should," "targets," "projects," and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation:

•

an economic downturn could impair our portfolio companies' ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•

a contraction of available credit could impair our ability to obtain leverage;

•

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

•

our future operating results;

•

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;

•

the increasing concentration of our investment portfolio as we continue to wind down may heighten the risk that an adverse change in one issuer or industry could have a material adverse impact on our performance;

•

pandemics or other serious public health events;

•

the speculative and illiquid nature of our investments;

•

the use of borrowed money to finance a portion of our investments;

•

the adequacy of our financing sources and working capital, including 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 monitor and administer our investments;

•

the ability of the TCW Group, Inc. to attract and retain highly talented professionals that can provide services to the Adviser and Administrator;

•

our ability to qualify and maintain our qualification as a regulated investment company, or "RIC," under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the "Code") and as a business development company ("BDC") under the Investment Company Act of 1940 (the "1940 Act") and the related tax implications;

•

the effect of legal, tax and regulatory changes; and

•

the other risks, uncertainties and other factors we identify under "Part I-Item 1A. Risk Factors" in our Form 10-K filed with the SEC on March 28, 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 April 1, 2014 as a limited liability company under the laws of the State of Delaware. We have filed an election to be regulated as a BDC under the 1940 Act. We have also elected to be treated for U.S. federal income tax purposes as a RIC under the Code for the taxable year ending December 31, 2015 and subsequent years. We are required to continue to meet the minimum distribution and other requirements for RIC qualification. As such, we are required to comply with various 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.

Each investor was required to enter into a subscription agreement in connection with its Commitment (a "Subscription Agreement"). 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 Common Unit upon at least ten business days' prior written notice to the Common Unitholders. Investors have entered into subscription agreements for 20,134,698 Common Units of the Company issued and outstanding representing a total of $2.013 billion of committed capital. On July 11, 2022 our Members approved a reduction in Undrawn Commitments by $10.43 per unit, resulting in an approximately 41.18% reduction of overall remaining available capital commitments. We effected this commitment reduction by reducing the number of outstanding undrawn units and thereby reducing total Units from 20,134,698 to 18,034,649. Such Unit reduction was proportionately effected for each Member and therefore has no impact on each Member's percentage interest in us.

As of September 30, 2024, we have two wholly-owned subsidiaries, each of which is a Delaware limited liability company designed to hold an equity investment 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. As our investment period has ended, we will not originate new loans, but may increase credit facilities to existing borrowers or affiliates. Our highly negotiated private investments may include senior secured loans, unsecured senior loans, subordinated and mezzanine loans, convertible securities, equity securities, and equity-linked securities such as options and warrants. However, our investment bias has been towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments. The investment philosophy, strategy and approach of the private credit team of the Adviser (the "Private Credit Team" fka the "Direct Lending Team") has generally not involved the use of payment-in-kind ("PIK") interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, or similar arrangements. Although the Private Credit Team generally did not originate a significant amount of investments for us with PIK interest features, the majority of our current investments do contain PIK due to certain circumstances involving debt restructurings or work-outs. The high concentration of PIK in our current portfolio is primarily a result of the continued wind down of our portfolio.

We are primarily focused on investing in senior secured debt obligations, although there may be occasions where the investment may be unsecured. We also consider an equity investment as the primary security, in combination with a debt obligation, or as a part of total return strategy. Our investments are mostly in corporations, partnerships or other business entities. Additionally, in certain circumstances, we may co-invest with other investors and/or strategic partners through indirect investments in portfolio companies through a joint venture vehicle, partnership or other special purpose vehicle (each, an "Investment Vehicle"). While we invest primarily in U.S. companies, there are certain instances where we invested in companies domiciled elsewhere.

Expenses

We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided through the Administration Agreement and the Advisory Agreement.

We will bear (including by reimbursing the Adviser or Administrator) all costs and expenses of our operations, administration and transactions, including, without limitation, organizational and offering expenses, management fees, costs of reporting required under applicable securities laws, legal fees of our counsel and accounting fees. However, we will not bear (a) more than an amount equal to 10 basis points of the aggregate Commitments for organization and offering expenses in connection with the offering of Common Units through the Closing Period and (b) more than an amount equal to 12.5 basis points of the aggregate Commitments per annum (pro-rated for partial years) for our Operating Expenses, including amounts paid to the Administrator under the Administration Agreement and reimbursement of expenses to the Adviser and its affiliates. Notwithstanding the foregoing, the cap on Operating Expenses does not apply to payments of the Management Fee, Incentive Fee, organizational and offering expenses (which are subject to the separate cap described above), amounts payable in connection with our borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to our liquidation of the Company, taxes, or extraordinary expenses (such as litigation expenses and indemnification payments to either the Adviser or the Administrator). All expenses that we will not bear will be borne by the Adviser or its affiliates.

Critical Accounting Policies and Estimates

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 our 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.

Fair Value Hierarchy: Assets and liabilities are classified by us into three levels based on valuation inputs used to determine fair value. Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.

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

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

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

Equity, (Level 1),includes common stock valued at the closing price on the primary exchange in which the security trades.

Level 3 Assets (Investments):The following valuation techniques and significant inputs are used to determine the fair value of investments in private debt for which reliable market quotations are not available. Some of the inputs are independently observable; however, a significant portion of the inputs and the internal assumptions applied are unobservable.

Debt, (Level 3),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),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. 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.

Net Asset Value ("NAV") (Investment Funds and Vehicles):Equity investments in affiliated investment fund (TCW Strategic Ventures) are valued based on the net asset value reported by the investment fund. Investments held by the affiliated fund include debt investments in privately originated senior secured debt. Such investments held by the affiliated fund are valued using the

same methods, approach and standards applied above to debt investments held by the Company. The Company's ability to withdraw from the fund is subject to restrictions. The term of the fund will continue until June 5, 2021 unless dissolved earlier or extended for two additional one-year periods by the Company, in its full discretion. The Company can further extend the term of the fund for additional one-year periods, upon notice to and consent from the funds management committee. On February 25, 2021, Company extended the fund's term one additional year, until June 5, 2022. On February 1, 2022, the Company further extended the fund's term one additional year, until June 5, 2023. On April 17, 2023, the Company further extended the fund's term one additional year, until June 5, 2024. On May 1, 2024, the Company further extended the fund's term one additional year, until June 5, 2025. The Company is entitled to income and principal distributed by the fund.

Investment Activity

As of September 30, 2024, our portfolio consisted of debt and equity investments in seven and seven portfolio companies, respectively, including TCW Strategic Ventures. Based on fair values as of September 30, 2024, our portfolio was comprised of 55.3% debt investments which were primarily senior secured, first lien term loans and 44.7% equity investments, which were primarily common and preferred stocks; warrants; and our common and preferred membership interests in TCW Strategic Ventures. Debt investments in two portfolio companies were on non-accrual status as of September 30, 2024, representing 19.5% and 40.0% of our portfolio's fair value and cost, respectively.

As of December 31, 2023, our portfolio consisted of debt and equity investments in seven and six portfolio companies, respectively, including TCW Strategic Ventures. Based on fair values as of December 31, 2023, our portfolio was comprised of 62.5% debt investments which were primarily senior secured, first lien term loans and 37.5% equity investments, which were primarily common and preferred stocks; warrants; and our common and preferred membership interests in TCW Strategic Ventures. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2023, representing 4.3% and 22.6% of our portfolio's fair value and cost, respectively.

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
Industrial Conglomerates		21	%
Metals & Mining		18	%
Investment Funds & Vehicles		15	%
Diversified Consumer Services		14	%
Pharmaceuticals		12	%
Household Durables		9	%
Hotels, Restaurants & Leisure		8	%
Distributors		3	%
Technologies Hardware, Storage and Peripherals		0	%
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	$	4,723			$	12,137		$	26,323		$	41,018
Net expenses		4,006				3,572			11,719			11,785
Net investment income		717				8,565			14,604			29,233
Net realized loss on investments		(5,000	)			-			(5,000	)		(2,044	)
Net change in unrealized appreciation/(depreciation) on investments		(41,557	)			(2,713	)		(89,467	)		(10,021	)
Net realized gain on short-term investments		1,490				1,006			4,553			2,668
Net (decrease) increase in Members' Capital from operations	$	(44,350	)		$	6,858		$	(75,310	)	$	19,836

Total investment income

Total investment income for the three months ended September 30, 2024 and 2023 was $4.7 million and $12.1 million, respectively, and included interest income (including interest income paid-in-kind) of $4.7 million and $11.2 million, respectively. Interest income for the three months ended September 30, 2024 and 2023 included $2.5 million and $4.1 million, respectively, of interest income paid-in-kind. Total investment income for the three months ended September 30, 2024 and 2023 also included $0 and $0.8 million, respectively, of dividend income from our investment in TCW Direct Lending Strategic Ventures.

Total investment income for the nine months ended September 30, 2024 and 2023 was $26.3 million and $41.0 million, respectively, and included interest income (including interest income paid-in-kind) of $21.4 million and $33.6 million, respectively. Interest income for the nine months ended September 30, 2024 and 2023 included $14.1 million and $11.4 million, respectively, of interest income paid-in-kind. Total investment income for the nine months ended September 30, 2024 and 2023 also included $4.8 million and $7.0 million, respectively, of dividend income from our investment in TCW Direct Lending Strategic Ventures.

Total investment income decreased during the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 due to the decrease in dividend income from TCW Direct Lending Strategic Ventures during the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 coupled with a decrease in interest income. Interest income decreased during the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 due to the H-D Advanced Manufacturing Company term loan being reorganized into a term loan with Overton Chicago Gear, LLC and Class A units of Precision Products Machining Group, LLC during the three months ended September 30, 2024. The equitization of a portion of the H-D term loan and a lower interest rate on the Overton Chicago Gear, LLC term loan reduced accrued interest for the period. In addition, the Pace Industries, Inc. revolver was placed into non-accrual status during the three months ended September 30, 2024 which reduced accrued interest on the loan.

Net investment income

Net investment income for the three months ended September 30, 2024 and 2023 was $0.7 million and $8.6 million, respectively. Net investment income for the nine months ended September 30, 2024 and 2023 was $14.6 million and $29.2 million, respectively.

The decrease in net investment income during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 was due to the decrease in total investment income as described above, coupled with higher net expenses during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

The decrease in net investment income during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily due to the decrease in total investment income as described above, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

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
Interest and credit facility expenses	$	1,968			$	1,835		$	5,432		$	6,252
Interest expense on repurchase transactions		1,617				1,341			5,051			4,219
Management fees		911				-			2,673			-
Professional fees		188				141			520			523
Administrative fees		118				136			371			415
Directors' fees		87				87			244			243
Other expenses		28				32			101			133
Total expenses		4,917				3,572		$	14,392		$	11,785
Expenses waived by the Adviser		(911	)			-			(2,673	)		-
Net Expenses	$	4,006			$	3,572		$	11,719		$	11,785

Our net expenses for the three months ended September 30, 2024 and 2023 were $4.0 million and $3.6 million, respectively. Our net expenses included management fees attributed to the Adviser of $0.9 million and $0 for the three months ended September 30, 2024 and 2023, respectively, which were waived by the Adviser subsequent to December 31, 2022.

Our net expenses for the nine months ended September 30, 2024 and 2023 were $11.7 million and $11.8 million, respectively. Our net expenses included management fees attributed to the Adviser of $2.7 million and $0 for the nine months ended September 30, 2024 and 2023, respectively, which were waived by the Adviser subsequent to December 31, 2022.

The increase in net operating expenses during the three months ended September 30, 2024 compared to the three months ended September 30, 2023, was primarily due to higher interest and credit facility expenses during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 due to an increase in amortization of deferred financing costs from the debt amendment that occurred after the three months ended September 30, 2023 as well as an increase in interest rates during the three months ended September 30, 2024 . In addition, there was also an increase in interest expense on repurchase transactions due to increases in interest rates during the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023.

The decrease in net operating expenses during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, was primarily due to lower interest and credit facility expenses during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 due to a decrease in our weighted averaging outstanding credit facility balance. This decrease was partially offset by an increase in interest expense on repurchase transactions due to increases in interest rates during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Net realized loss on investments

Our net realized loss on investments for the three and nine months ended September 30, 2024 was $5.0 million and $5.0 million, respectively. Our realized loss for the three and nine months ended September 30, 2024 was entirely due to our disposition of the H-D Advanced Manufacturing Company term loan.

Our net realized loss on investments for the three and nine months ended September 30, 2023 was $0 and $2.0 million, respectively. We did not have a net realized loss on investments during the three months ended September 30, 2023 as no investments were disposed of during the period. Our net loss on investments for the nine months ended September 30, 2023 was entirely due to our disposition of our revolver and preferred equity from Guardia LLC.

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 ($41.6) million and ($2.7) 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)
Precision Products Machining Group, LLC (fka H-D Advanced Manufacturing Company)	Class A Units	$	(29,886	)
SSI Parent, LLC (fka School Specialty, Inc.)	Common Stock		(6,692	)
Animal Supply Company, LLC	Term Loan		(6,627	)
TCW DLSV LLC	Preferred membership Interests		(4,903	)
RT Holdings Parent, LLC	Class A Units		(3,146	)
Pace Industries, Inc.	Revolver		824
SSI Parent, LLC (fka School Specialty, Inc.)	Class A Preferred Stock		2,661
H-D Advanced Manufacturing Company	Term Loan		5,762		*
All others	Various		450
Net change in unrealized appreciation/(depreciation)		$	(41,557	)

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

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)
Pace Industries, Inc.	HoldCo Term Loan	$	(6,236	)
Animal Supply Company, LLC	Term Loan		(3,360	)
Quantum Corporation	Common Stock		(830	)
TCW Direct Lending Strategic Ventures	Preferred membership Interests		643
SSI Parent, LLC (fka School Specialty, Inc.)	Common Stock		731
RT Holdings Parent, LLC	Class A Units		836
Cedar Ultimate Parent, LLC	Class A Preferred Units		2,209
SSI Parent, LLC (fka School Specialty, Inc.)	Class A Preferred Stock		2,338
All others	Various		956
Net change in unrealized appreciation/(depreciation)		$	(2,713	)

Our net change in unrealized appreciation/(depreciation) on investments for the nine months ended September 30, 2024 and 2023 was ($89.5) million and ($10.0) 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)
Precision Products Machining Group, LLC (fka H-D Advanced Manufacturing Company)	Class A Units	$	(29,886	)
Pace Industries, Inc.	Term Loan		(13,616	)
SSI Parent, LLC (fka School Specialty, Inc.)	Common Stock		(13,430	)
TCW DLSV LLC	Preferred membership Interests		(11,963	)
Animal Supply Company, LLC	Term Loan		(11,931	)
Cedar Ultimate Parent, LLC	Class A Preferred Units		(4,661	)
Pace Industries, Inc.	Revolver		(4,055	)
RT Holdings Parent, LLC	Class A Units		(3,558	)
Retail & Animal Intermediate, LLC	Delayed Draw Priming Term Loan		2,242
SSI Parent, LLC (fka School Specialty, Inc.)	Class A Preferred Stock		2,661
All others	Various		(1,270	)
Net change in unrealized appreciation/(depreciation)		$	(89,467	)

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)
Pace Industries, Inc.	HoldCo Term Loan	$	(19,518	)
Animal Supply Company, LLC	Term Loan		(7,994	)
SSI Parent, LLC (fka School Specialty, Inc.)	Common Stock		(2,754	)
Quantum Corporation	Common Stock		(848	)
Ruby Tuesday Operations LLC	Incremental Term Loan		1,317
TCW DLSV LLC	Preferred membership Interests		2,291
SSI Parent, LLC (fka School Specialty, Inc.)	Class A Preferred Stock		2,338
Cedar Ultimate Parent, LLC	Class A Preferred Units		7,011
H-D Advanced Manufacturing Company	Term Loan		8,442
All others	Various		(306	)
Net change in unrealized appreciation/(depreciation)		$	(10,021	)

Net realized gain on short-term investments

During the three months ended September 30, 2024 and 2023 we incurred $1.5 million and $1.0 million, respectively, in realized gains from our short-term investments in government treasuries.

During the nine months ended September 30, 2024 and 2023 we incurred $4.6 million and $2.7 million, respectively, in realized gains from our short-term investments in government treasuries.

Net (decrease) increase in Members' Capital from operations

Our Net (decrease) increase in Members' Capital from operations during the three months ended September 30, 2024 and 2023 was ($44.4) million and $6.9 million, respectively.

Our Net (decrease) increase in Members' Capital from operations during the nine months ended September 30, 2024 and 2023 was ($75.3) million and $19.8 million, respectively.

The Net decrease in Members' Capital from operations during the three months ended September 30, 2024 compared to the Net increase in Members' Capital three months ended September 30, 2023 was primarily due to net realized and unrealized losses on our investments of $45.1 million during the three months ended September 30, 2024 compared to net realized and unrealized losses of $1.7 million during the three months ended September 30, 2023 coupled with a decrease in net investment income during the three months ended September 30, 2024 compared to the three months ended September 30, 2023, as described above.

The Net decrease in Members' Capital from operations during the nine months ended September 30, 2024 compared to the Net increase in Members' Capital from operations during the nine months ended September 30, 2023 was primarily due to net realized and unrealized losses on our investments of $89.9 million during the nine months ended September 30, 2024 compared to $9.4 million during the nine months ended September 30, 2023 coupled with an decrease in net investment income during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, as described above.

Direct Lending Strategic Ventures LLC

On June 5, 2015, the Company, together with an affiliate of Security Benefit Corporation and accounts managed by Oak Hill Advisors, L.P., entered into an Amended and Restated Limited Liability Company Agreement (the "Agreement") to become members of TCW Strategic Ventures. TCW Strategic Ventures focuses primarily on making senior secured floating rate loans to middle-market borrowers. The Agreement was effective June 5, 2015. The Company's capital commitment is $481.6 million, representing approximately 80% of the preferred and common equity ownership of TCW Strategic Ventures, with the third-party investors representing the remaining capital commitments and preferred and common equity ownership. A portion of the Company's capital commitment was satisfied by the contribution of two loans to TCW Strategic Ventures. TCW Strategic Ventures also entered into a revolving credit facility to finance a portion of certain eligible investments on June 5, 2015. The revolving credit facility is for up to $600 million. TCW Strategic Ventures is managed by a management committee comprised of two members, one appointed by the Company and one appointed by Oak Hill Advisors, L.P. All decisions of the management committee require unanimous approval of its members. Neither the Company, nor the Adviser will receive management fees from this entity. Although the Company owns more than 25% of the voting securities of TCW Strategic Ventures, the Company does not believe that it has control over TCW Strategic Ventures (other than for purposes of the 1940 Act). The Company's ability to withdraw from the fund is subject to restrictions.

On April 30, 2021, TCW Strategic Ventures' revolving credit facility was terminated.

Financial Condition, Liquidity and Capital Resources

On March 19, 2015 we completed the final private placement of Common Units. We generate cash from (1) drawing down capital in respect of Common Units, (2) cash flows from investments and operations and (3) borrowings from banks or other lenders.

Our primary use of cash is for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including expenses, management fees, incentive fees, and any indemnification obligations), (3) debt service of any borrowings and (4) cash distributions to the Common Unitholders.

As of September 30, 2024 and December 31, 2023, aggregate Commitments, Undrawn Commitments and subscribed for Units of the Company are as follows (dollar amounts in thousands):


	September 30, 2024			December 31, 2023
Commitments	$	1,803,465			$	1,803,465
Undrawn commitments	$	199,120			$	199,120
Percentage of commitments funded		89.0	%			89.0	%
Units		18,034,649				18,034,649

Natixis Credit Agreement

We have a secured revolving credit agreement (the "Credit Agreement") with Natixis, New York Branch ("Natixis") as administrative agent and committed lender. The Credit Agreement provides for a revolving credit line of up to $750 million (the "Maximum Commitment") (the "Credit Facility"), subject to the lesser of the "Borrowing Base" assets or the Maximum Commitment (the "Available Commitment"). The Borrowing Base assets generally equal the sum of (a) a percentage of certain eligible investments in a controlled account, (b) a percentage of unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Credit Agreement is generally secured by the Borrowing Base assets.

On April 10, 2017, we entered into a Third Amended and Restated Revolving Credit Agreement. Under the April 10, 2017 Credit Agreement borrowings bear interest at a rate equal to either the (a) adjusted eurodollar rate calculated in a customary manner plus 2.35%, (b) commercial paper rate plus 2.35%, or (c) a base rate calculated in a customary manner (using the higher of the Federal Funds Rate plus 0.50%, the Prime Rate and the Floating LIBOR Rate plus 1.00%) plus 1.35%. Moreover, the Credit Agreement's stated maturity date was extended from November 10, 2017 to April 10, 2020.

On April 6, 2020, we entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Amended Credit Agreement"), with Natixis, New York Branch, as administrative agent and the lenders party thereto. The Amended Credit Agreement provides for a revolving credit line of up to $375.0 million (with an option for us to increase this amount to $450.0 million subject to consent of the lenders and satisfaction of certain other conditions), subject to the available borrowing base, which is generally the sum of (a) a percentage of certain eligible investments, (b) a percentage of remaining unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of our investors, portfolio investments and substantially all other assets of the Company. The stated maturity date of the Amended Credit Agreement was April 9, 2021, which date (subject to the satisfaction of certain conditions) could have been extended by the Company for up to an additional 364 days. Borrowings under the Amended Credit Agreement bore interest at a rate equal to either (a) adjusted eurodollar rate calculated in a customary manner plus 2.50%, (b) commercial paper rate plus 2.50%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted eurodollar rate plus 1.00%) plus 1.50%, provided however in each case the commercial paper rate and the eurocurrency rate shall have a floor of 1.00%.

On May 27, 2020, we entered into a Lender Group Joinder Agreement pursuant to which Zions Bancorporation, N.A. d/b/a California Bank & Trust was added as a committed lender (with a commitment of $25.0 million) under the Amended Credit Agreement. Concurrently therewith, we elected to increase the size of our revolving credit line under the Credit Agreement to $400.0 million. On December 29, 2020, we elected to permanently decrease the size of our revolving credit line under the Credit Agreement to $177.0 million.

On April 6, 2021, we entered into a Third Amendment to the Amended Credit Agreement (the "Third Amended Credit Agreement"). The Third Amended Credit Agreement provides for a revolving credit line of up to $177.0 million subject to the available borrowing base, which is generally a percentage of remaining unfunded commitments from certain eligible investors in the Company. The Third Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of the Company's investors. The stated maturity date of the Third Amended Credit Agreement is April 8, 2022, which (subject to the satisfaction of certain conditions) may be extended by us for up to an additional 364 days. On March 23, 2022, we exercised our final extension option, and extended the maturity date of the Third Amended Credit Agreement to April 7, 2023. Borrowings under the Third Amended Credit Agreement bear interest at a rate equal to either (a) Eurocurrency Rate calculated in a customary manner plus 1.95%, (b) commercial paper ("CP") rate plus 1.95%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted Eurocurrency Rate plus 1.00%) plus 0.95%, provided however in each case the CP Rate and the Eurocurrency Rate shall have a floor of 0.00%. The Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Company fail to satisfy certain covenants. As of September 30, 2024, we were in compliance with such covenants.

On January 10, 2023, we entered into a Fourth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fourth Amended Credit Agreement"). The Fourth Amended Credit Agreement replaces the Eurocurrency Rate with a Daily Simple SOFR Rate, Term SOFR Rate and Adjusted Term SOFR Rate (each as defined in the Fourth Amended Credit Agreement) for purposes of calculating interest on the loan. Each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR Rate for such Interest Period plus the interest rate spread or "Applicable Margin." Each Daily SOFR Loan will bear interest on the outstanding principal amount thereof at a rate per annum equal to Daily Simple SOFR plus the Applicable Margin. The Term SOFR Loan and Daily SOFR Loan have an Applicable Margin of 1.95%.

On April 7, 2023, we entered into the Fifth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fifth Amended Credit Agreement"). The Fifth Amended Credit Agreement removed the Adjusted Term SOFR Rate for purposes of calculating interest on the loan but kept the Daily Simple SOFR and Term SOFR rates as is. It also updated the Applicable Margin from 0.95% to 1.15% for Base Rate Loans and from 1.95% to 2.15% for all other loan types. The revolving credit line was also reduced from $177.0 million to $152.0 million and lastly, the maturity date of the loan was extended 364 days to April 5, 2024.

On April 5, 2024, we entered into the Sixth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Sixth Amended Credit Agreement"). The Sixth Amended Credit Agreement updated the Applicable Margin from 1.15% to 1.50% for Base Rate Loans and from 2.15% to 2.50% for all other loan types. The maturity date of the loan was also extended 364 days to April 4, 2025.

As of September 30, 2024 and December 31, 2023, the Available Commitment under the Credit Facility was $65.6 million and $75.0 million, respectively.

As of September 30, 2024 and December 31, 2023 the amounts outstanding under the Credit Facility were $86.5 million and $77.1 million, respectively. The carrying amount of the Credit Facility, which is categorized as Level 2 within the fair value hierarchy as of September 30, 2024 and December 31, 2023, approximates its fair value. Valuation techniques and significant inputs used to determine fair value include Company details, credit, market and liquidity risk and events, financial health of the Company, place in the capital structure, interest rate and terms and conditions of the Credit Facility.

Costs associated with the Credit Facility are recorded as deferred financing costs on our Consolidated Statements of Assets and Liabilities and the costs are being amortized over the life of the Credit Facility. We incurred financing costs of $0.9 million and $0.5 million in connection with the April 6, 2021 Third Amended Credit Agreement and the April 7, 2023 Fifth Amended Credit Agreement, respectively. We also incurred financing costs of $0.6 million in connection with the April 5, 2024 Sixth Amended Credit Agreement. As of September 30, 2024 and December 31, 2023, $0.3 million and $0.1 million, respectively, of such prepaid deferred financing costs had yet to be amortized.

The summary information regarding the Credit Facility for the three and nine months ended September 30, 2024 and 2023 was as follows (dollar amounts in thousands):


	Three months ended September 30,			Nine months ended September 30,
	2024			2023			2024		2023
Credit facility interest expense	$	1,692			$	1,636		$	4,721		$	5,609
Undrawn commitment fees		68				67			223			168
Administrative fees		17				16			33			49
Amortization of deferred financing costs		191				116			455			426
Total	$	1,968			$	1,835		$	5,432		$	6,252
Weighted average interest rate		7.83	%			7.54	%		7.75	%		7.04	%
Average outstanding balance	$	84,592			$	84,946		$	80,053		$	105,012

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 (the "Repurchase Transaction").

In accordance with ASC 860, Transfers and Servicing, these Repurchase Transactions meet the criteria for secured borrowings. Accordingly, the short-term investments remain on our Consolidated Statements of Assets and Liabilities as an asset, and we record a liability to reflect our repurchase obligation to Barclays (the "Repurchase Obligation"). The Repurchase Obligation is secured by the short-term investments that are the subject of the repurchase agreement.

We had no outstanding Repurchase Obligations as of September 30, 2024 and 2023. Interest expense incurred under these Repurchase Transactions was $1.6 million and $1.3 million for the three months ended September 30, 2024 and 2023, respectively.

Interest expense incurred under these Repurchase Transactions was $5.1 million and $4.2 million for the nine months ended September 30, 2024 and 2023, respectively.

A summary of our contractual payment obligations as of September 30, 2024 and December 31, 2023 is as follows (dollar amounts in thousands):


Revolving Credit Agreement	Total Facility Commitment		Borrowings Outstanding			Available Amount(1)
Total Debt Obligations - September 30, 2024	$	152,000		$	86,450		$	65,550
Total Debt Obligations - December 31, 2023	$	152,000		$	77,050		$	74,950

(1)

The amount available considers any limitations related to the debt facility borrowing.

We had the following unfunded commitments and unrealized losses by investment as of September 30, 2024 and December 31, 2023 (dollar amounts in thousands):


		September 30, 2024		December 31, 2023
Unfunded Commitments	Maturity/ Expiration	Amount		Unrealized Depreciation			Amount		Unrealized Depreciation
Overton Chicago Gear, LLC (fka H-D Advanced Manufacturing Company)	January 2028	$	7,268		$	-		$	-	$	-
Pace Industries, Inc.	June 2025		2,336			682			3,671		158
Retail & Animal Intermediate, LLC	November 2025		-			-			2,242		2,241
Ruby Tuesday Operations LLC (fka Ruby Tuesday, Inc.)	February 2025		4,921			-			4,921		-
Total		$	14,525		$	682		$	10,834	$	2,399

In accordance with our Second Amended and Restated Limited Liability Company Agreement, we may make follow-on investments up to an aggregate maximum of 10% of Capital Commitments (as defined in our Second Amended and Restated Limited Liability Company Agreement), provided that any such follow-on investment to be made after September 19, 2020, the third anniversary of the expiration of our commitment period, shall require the prior consent of a majority in interest of our Common Unitholders.

In October 2022, our Members approved a proposal to allow us to make pre-identified follow-on investments in specific portfolio companies as well as their holding companies, subsidiaries, successors or other affiliates, up to an aggregate maximum of 10% of Capital Commitments. Such approval is valid throughout the remaining Company term.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, including changes in interest rates. At September 30, 2024, 74.6% 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 three months. At September 30, 2024, the percentage of our floating rate debt investments that bore interest based on an interest rate floor was 0.0%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to three months only if the index exceeds the floor.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates. Based on our September 30, 2024 consolidated balance sheet, the following table shows the annual impact on net investment income (excluding the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure (dollar amounts in thousands):


	Interest Income			Interest Expense			Net Investment Income (Loss)
Up 300 basis points	$	3,223			$	2,630		$	593
Up 200 basis points		2,149				1,753			396
Up 100 basis points		1,074				877			197
Down 100 basis points		(1,074	)			(877	)		(197	)
Down 200 basis points		(2,149	)			(1,753	)		(396	)
Down 300 basis points		(3,223	)			(2,630	)		(593	)

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.

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.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K.

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

Sales of unregistered securities

On September 19, 2014, the Company began accepting subscription agreements from investors for the private sale of its Common Units. The Company continued to enter into subscription agreements through the final closing date of March 19, 2015. 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 Common Unit upon at least ten business days' prior written notice to the Unitholders. The issuance of the Common 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.

Item 6. Exhibits.

(a) Exhibits


Exhibits

3.1	Certificate of Formation (incorporated by reference to Exhibit 3.1 to a registration on Form 10 filed on April 18, 2014)

3.4	Second Amended and Restated Limited Liability Company Agreement, dated September 19, 2014 (incorporated by reference to Exhibit 3.4 to a filing on Form 10-Q filed on November 7, 2014)

10.1	Investment Advisory and Management Agreement (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on September 25, 2014).

10.2	Administration Agreement dated September 15, 2014, by and between TCW Direct Lending LLC and TCW Asset Management Company (incorporated by reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q filed on November 7, 2014).

10.6	Final form of the TCW Direct Lending Strategic Ventures LLC Amended and Restated Limited Liability Company Agreement, dated June 5, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 10, 2015).

10.8	Third Amended and Restated Revolving Credit Agreement, dated April 10, 2017, by and among TCW Direct Lending LLC, as borrower, Natixis, New York Branch, as administrative agent, sole lead arranger and sole book manager, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 14, 2017).

10.10	First Amendment to the Third Amended and Restated Revolving Credit Agreement, dated April 6, 2020, by and among TCW Direct Lending LLC, as borrower, Natixis, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 13, 2020).

10.11	Lender Group Joinder Agreement, dated May 27, 2020 by and among Zions Bancorporation, N.A. d/b/a California Bank & Trust, Natixis, New York Branch (as Administrative Agent) and TCW Direct Lending LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 2, 2020).

10.12	Third Amendment to the Third Amended and Restated Revolving Credit Agreement, dated April 6, 2021, by and among TCW Direct Lending LLC, as borrower, Natixis, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 12, 2021).

10.13	Fifth Amendment to the Third Amended and Restated Revolving Credit Agreement, dated April 7, 2023, by and among TCW Direct Lending LLC, as borrower, Natixis, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q filed on May 11, 2023).
10.14	Sixth Amendment to the Third Amended and Restated Revolving Credit Agreement, dated April 5, 2024, by and among TCW Direct Lending LLC, as borrower, Natixis, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form 10-Q filed on May 10, 2024).
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)

99.1*	Financial Statements of TCW Direct Lending Strategic Ventures LLC for the nine months ended September 30, 2024.

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

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	TCW DIRECT LENDING LLC

Date: November 13, 2024	By:	/s/ Richard T. Miller
		Richard T. Miller
		President

Date: November 13, 2024	By:	/s/ Andrew J. Kim
		Andrew J. Kim
		Chief Financial Officer

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