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10-Q 1 d668594d10q.htm FORM 10-Q Form 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 March 31, 2019

☐	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.

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


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 ☒

The number of the Registrant’s common units outstanding at May 7, 2019 was 20,134,698.

Securities registered or to be 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

TCW DIRECT LENDING LLC

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2019

Table of Contents


	INDEX	PAGE NO.
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Schedules of Investments as of March 31, 2019 (unaudited) and December 31, 2018		2
	Consolidated Statements of Assets and Liabilities as of March 31, 2019 (unaudited) and December 31, 2018		12
	Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 (unaudited)		13
	Consolidated Statements of Changes in Members’ Capital for the three months ended March 31, 2019 and 2018 (unaudited)		14
	Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 (unaudited)		15
	Notes to Consolidated Financial Statements (unaudited)		16
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		39
Item 4.	Controls and Procedures		39

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings		39
Item 1A.	Risk Factors		39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		40
Item 3.	Defaults Upon Senior Securities		40
Item 4.	Mine Safety Disclosures		40
Item 5.	Other Information		40
Item 6.	Exhibits		41

SIGNATURES			42

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Unaudited)

As of March 31, 2019


Industry	Issuer	Acquisition Date		Investment	% of Net Assets			Par Amount		Maturity Date		Amortized Cost		Fair Value
	Non-Controlled/Non-Affiliated Investments Debt
Auto Components
	Challenge Manufacturing Company LLC		04/20/17	Term Loan—9.00% (LIBOR + 6.50%, 1.00% Floor)		5.8	%	$	49,270,192		04/20/22	$	48,593,292	$	48,728,220

						5.8	%		49,270,192				48,593,292		48,728,220

Chemicals
	Ascensus Specialties LLC (fka Vertellus Performance Chemicals LLC)(1)		09/22/17	First Lien Term Loan—9.25% (LIBOR + 6.75%, 1.25% Floor)		4.9	%		41,232,727		09/22/22		40,551,641		41,438,891

						4.9	%		41,232,727				40,551,641		41,438,891

Commercial Services & Supplies
	School Specialty, Inc.(1)		04/07/17	Delayed Draw Term Loan—11.50% inc. PIK (LIBOR + 8.00%, 1.00% Floor, 1.00% PIK)		0.6	%		5,341,663		04/07/22		5,341,663		5,037,188
	School Specialty, Inc.		04/07/17	Term Loan A—11.49% inc. PIK (LIBOR + 8.00%, 1.00% Floor, 1.00% PIK)		4.4	%		38,797,313		04/07/22		38,245,243		36,585,866

						5.0	%		44,138,976				43,586,906		41,623,054

Construction & Engineering
	Intren, LLC		07/18/17	Term Loan—9.24% (LIBOR + 6.75%, 1.25% Floor)		0.9	%		10,913,818		07/18/23		10,757,579		7,857,949

						0.9	%		10,913,818				10,757,579		7,857,949

Distributors
	ASC Acquisition Holdings, LLC		02/25/19	Term Loan—12.75% inc. PIK (LIBOR + 7.50%, 1.00% Floor, 2.50% PIK)		2.5	%		22,746,265		02/22/22		21,829,014		20,608,116

						2.5	%		22,746,265				21,829,014		20,608,116

Diversified Financial Services
	Carrier & Technology Holdings, LLC		07/02/18	Term Loan—11.75% (11.75%, Fixed Coupon, all PIK)		0.0	%		39,020,148		07/02/23		38,858,295		—
	Carrier & Technology Solutions, LLC(1)		07/02/18	Revolver—9.74% (LIBOR + 7.25%, 1.50% Floor, all PIK)		0.9	%		7,763,883		07/02/23		7,763,883		7,763,883
	Carrier & Technology Solutions, LLC		07/02/18	Term Loan—9.74% (LIBOR + 7.25%, 1.50% Floor, all PIK)		1.1	%		11,419,822		07/02/23		11,371,746		9,055,919

						2.0	%		58,203,853				57,993,924		16,819,802

	Verus Analytics, LLC (fka Verus Financial, LLC)		04/11/16	First Lien Term Loan—9.86% (LIBOR + 7.25%, 0.75% Floor)		1.9	%		16,187,500		04/12/21		16,056,160		16,187,500

						3.9	%		74,391,353				74,050,084		33,007,302

Food Products
	Bumble Bee Holdings, Inc.		08/15/17	Term Loan B1—10.64% (LIBOR + 8.00%, 1.00% Floor)		3.6	%		32,830,343		08/15/23		32,349,772		30,039,764

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of March 31, 2019


Industry	Issuer	Acquisition Date		Investment	% of Net Assets			Par Amount		Maturity Date		Amortized Cost		Fair Value
Food Products (con’t)
	Connors Bros. Clover Leaf Seafoods Company (Canada) (an affiliate of Bumble Bee Holdings, Inc.)(2)		08/15/17	Term Loan B2—10.64% (LIBOR + 8.00%, 1.00% Floor)		1.0	%	$	9,301,390		08/15/23	$	9,165,236	$	8,510,772
	Harvest Hill Beverage Company		05/01/17	Term Loan A1—9.00% (LIBOR + 6.50%, 1.00% Floor)		8.6	%		72,547,764		01/19/21		72,155,071		71,967,382

						13.2	%		114,679,497				113,670,079		110,517,918

Health Care Providers & Services
	Help at Home, LLC(1)(3)		08/03/15	Term Loan B—9.24% (LIBOR + 6.75%, 1.25% Floor)		5.5	%		45,508,396		08/03/20		45,277,113		45,735,938

						5.5	%		45,508,396				45,277,113		45,735,938

Hotels, Restaurants & Leisure
	FQSR, LLC(1)		05/14/18	Delayed Draw Term Loan—8.20% (LIBOR + 5.50%, 1.00% Floor)		0.6	%		5,359,807		05/14/23		5,359,807		5,354,448
	FQSR, LLC		05/14/18	Term Loan—8.20% (LIBOR + 5.50%, 1.00% Floor)		2.9	%		24,385,080		05/14/23		23,723,703		24,360,695

						3.5	%		29,744,887				29,083,510		29,715,143

	OTG Management, LLC		06/30/16	Delayed Draw Term Loan—9.67% (LIBOR + 7.00%, 1.00% Floor)		2.2	%		18,546,807		08/26/21		18,463,687		18,528,260
	OTG Management, LLC		06/30/16	Term Loan—9.77% (LIBOR + 7.00%, 1.00% Floor)		7.0	%		58,502,243		08/26/21		57,939,647		58,443,741

						9.2	%		77,049,050				76,403,334		76,972,001

	Ruby Tuesday, Inc.(1)		12/21/17	Term Loan—12.60% inc. PIK (LIBOR + 8.00%, 1.00% Floor, 2.00% PIK)		3.5	%		31,772,285		12/21/22		30,497,147		29,071,641

						16.2	%		138,566,222				135,983,991		135,758,785

Household Durables
	Cedar Electronics Holdings, Corp.		01/03/19	Incremental Term Loan—15.00% (15.00% , Fixed Coupon)		0.3	%		2,447,719		06/26/20		2,447,719		2,259,244
	Cedar Electronics Holdings, Corp.		05/19/15	Term Loan—10.48% (LIBOR + 8.00%, 1.50% Floor)		2.1	%		19,356,297		06/26/20		19,243,233		17,865,862

						2.4	%		21,804,016				21,690,952		20,125,106

Industrial Conglomerates
	H-D Advanced Manufacturing Company(3)		06/30/15	First Lien Last Out Term Loan—11.10% inc. PIK (LIBOR + 7.00%, 1.00% Floor, 1.50% PIK)		12.3	%		105,175,296		12/31/21		104,661,133		103,176,966

						12.3	%		105,175,296				104,661,133		103,176,966

Information Technology Services
	ENA Holding Corporation		05/06/16	First Lien Term Loan—9.63% (LIBOR + 7.00%, 1.00% Floor)		5.1	%		43,719,952		05/06/21		43,265,338		42,320,913
	ENA Holding Corporation(1)		05/06/16	Revolver—9.64% (LIBOR + 7.00%, 1.00% Floor)		0.9	%		8,007,151		05/06/21		8,007,151		7,750,922

						6.0	%		51,727,103				51,272,489		50,071,835

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of March 31, 2019


Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
Internet & Direct Marketing Retail
	Lulu’s Fashion Lounge, LLC	08/28/17	First Lien Term Loan—9.50% (LIBOR + 7.00%, 1.00% Floor)		1.5	%	$	13,123,906	08/28/22	$	12,854,307	$	12,913,924

					1.5	%		13,123,906			12,854,307		12,913,924

Metals & Mining
	Pace Industries, Inc.	06/30/15	First Lien Term Loan—11.06% (LIBOR + 8.25%, 1.00% Floor)		10.0	%		84,118,105	06/30/20		83,814,624		83,445,160

					10.0	%		84,118,105			83,814,624		83,445,160

Pharmaceuticals
	Noramco, LLC(3)	07/01/16	Senior Term Loan—10.80% inc. PIK (LIBOR + 8.00%, 1.00% Floor, 0.375% PIK)		5.4	%		51,174,398	07/01/21		50,869,061		45,238,167

					5.4	%		51,174,398			50,869,061		45,238,167

Software
	Quicken Parent Corp.(1)	04/01/16	First Lien Term Loan—11.50% inc. PIK (LIBOR + 8.50%, 1.00% Floor, 0.50% PIK)		2.5	%		21,408,087	04/01/21		21,340,339		20,637,396

					2.5	%		21,408,087			21,340,339		20,637,396

Textiles, Apparel & Luxury Goods
	Frontier Spinning Mills, Inc.	02/21/19	Last Out Revolver—5.87% (LIBOR + 3.25%, 0.00% Floor)		0.1	%		750,000	04/30/20		750,000		750,000
	Frontier Spinning Mills, Inc.(3)	05/19/15	Last Out Term Loan B—11.14% (LIBOR + 8.25%, 1.00% Floor)		0.6	%		12,956,333	04/30/20		12,928,497		5,208,446

					0.7	%		13,706,333			13,678,497		5,958,446

	Total Debt Investments				98.7	%					894,481,101		826,843,173

	Equity						Shares
Distributors
	Animal Supply Holdings, LLC		Class A		0.0	%		9,807			692,398		113,453

					0.0	%		9,807			692,398		113,453

Diversified Financial Services
	Carrier & Technology Holdings, LLC(7)		Common Stock		0.0	%		2,143			—		—
	Verus Financial, LLC(4)		Common Stock		1.0	%		8,750			7,640,647		8,127,785

					1.0	%		10,893			7,640,647		8,127,785

Hotels, Restaurants & Leisure
	RTI Holding Company, LLC (an affiliate of Ruby Tuesday, Inc.) (7)		Warrant, expires 12/21/27		0.0	%		1,470,632			1,379,747		406,189

					0.0	%		1,470,632			1,379,747		406,189

Household Durables
	Cedar Ultimate Parent LLC(7)		Common Stock		0.0	%		300,000			—		—
	Cedar Ultimate Parent LLC(7)		Preferred Stock		0.0	%		9,297,990			9,187,900		—
	Cedar Ultimate Parent LLC(7)		Preferred Stock		0.0	%		2,900,000			—		—

					0.0	%		12,497,990			9,187,900		—

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of March 31, 2019


Industry	Issuer	Investment	% of Net Assets			Shares		Amortized Cost		Fair Value
Technologies Hardware, Storage and Peripherals
	Quantum Corporation(7)	Common Stock		0.1	%		391,945	$	1,708,311	$	932,829
	Quantum Corporation(7)	Warrant, expires 10/31/23		0.1	%		900,045		1,192,101		729,036
	Quantum Corporation(5) (7)	Warrant, expires 11/30/23		0.0	%		450,022		596,050		364,518
	Quantum Corporation(7)	Warrant, expires 9/30/23		0.1	%		900,045		1,217,214		729,037
	Quantum Corporation(7)	Warrant, expires 9/7/23		0.1	%		900,045		1,143,057		729,036

				0.4	%		3,542,102		5,856,733		3,484,456

Textiles, Apparel & Luxury Goods
	ASP Frontier Holdings, Inc.(7)	Warrant, expires 5/15/23		0.0	%		5,674		—		17,903

				0.0	%		5,674		—		17,903

	Total Equity Investments			1.4	%				24,757,425		12,149,786

	Total Non-Controlled/Non-Affiliated Investments*			100.1	%			$	919,238,526	$	838,992,959


								Cost
	Controlled/Affiliated Investments
Investment Funds & Vehicles
	TCW Direct Lending Strategic Ventures LLC(2)(6)	Preferred membership interests		30.1	%		261,154	$	235,200,003	$	251,874,811
	TCW Direct Lending Strategic Ventures LLC(2)(6)	Common membership interests		0.0	%		800		—		—

	Total Controlled/Affiliated Investments			30.1	%			$	235,200,003	$	251,874,811

	Cash Equivalents
	Blackrock Liquidity Funds, Yield 2.36%			7.0	%		58,954,155		58,954,155		58,954,155

	Total Investments 137.2%							$	1,213,392,684	$	1,149,821,925

	Net unrealized depreciation on unfunded commitments (0.0%)									$	(319,864	)

	Liabilities in Excess of Other Assets (37.2%)									$	(311,516,586	)

	Net Assets 100.0%									$	837,985,475

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of March 31, 2019

The fair value of the Quantum Corporation Common Stock held by the Company represents the quoted market price as of March 31, 2019 and is considered to be a Level 1 security within the Fair Value Hierarchy. The fair value of each non-controlled/non-affiliated investment was determined using significant unobservable inputs and is considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

(1)

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

(2)

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 March 31, 2019, $260,385,583 or 21.4% of the Company’s total assets were represented by “non-qualifying assets.”

(3)	In addition to the interest earned based on the stated interest rate of this loan, the Company is entitled to receive an additional interest amount on the “first out” tranche of the portfolio company’s first lien senior secured loans.

(4)	Holdings of Verus Financial, LLC common stock are through Verus Holdings LLC, a special purpose vehicle.

(5)	Fair value was reduced by 50% to represent the Company’s obligation to sell 50% of this investment back to Quantum for a nominal amount.

(6)

As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled affiliated person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

(7)	Non-income producing.

LIBOR—London Interbank Offered Rate, generally 1-Month or 3-Month

Prime—Prime Rate

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $16,013,382 and $32,960,158, respectively, for the period ended March 31, 2019. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.


Country Breakdown of Portfolio
United States	99.3	%
Canada	0.7	%

See Notes to Consolidated Financial Statements.

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments

As of December 31, 2018


Industry	Issuer	Acquisition Date		Investment	% of Net Assets			Par Amount		Maturity Date		Amortized Cost		Fair Value
	Non-Controlled/Non-Affiliated Investments Debt
Auto Components
	Challenge Manufacturing Company LLC		04/20/17	Term Loan—9.03% (LIBOR + 6.50%, 1.00% Floor)		5.4	%	$	49,954,501		04/20/22	$	49,212,783	$	49,454,956

						5.4	%		49,954,501				49,212,783		49,454,956

Chemicals
	Ascensus Specialties LLC (fka Vertellus Performance Chemicals LLC)(1)		09/22/17	First Lien Term Loan—9.28% (LIBOR + 6.75%, 1.25% Floor)		4.6	%		41,496,364		09/22/22		40,762,340		41,620,853

						4.6	%		41,496,364				40,762,340		41,620,853

Commercial Services & Supplies
	School Specialty, Inc.		04/07/17	Delayed Draw Term Loan—9.53% (LIBOR + 7.00%, 1.00% Floor)		0.6	%		5,467,476		04/07/22		5,467,476		5,150,362
	School Specialty, Inc.		04/07/17	Term Loan A—9.51% (LIBOR + 7.00%, 1.00% Floor)		4.0	%		39,259,771		04/07/22		38,654,010		36,982,704

						4.6	%		44,727,247				44,121,486		42,133,066

Construction & Engineering
	Intren, LLC		07/18/17	Term Loan—9.10% (LIBOR + 6.75%, 1.25% Floor)		1.0	%		13,196,154		07/18/23		12,996,406		9,382,465

						1.0	%		13,196,154				12,996,406		9,382,465

Distributors
	ASC Acquisition Holdings, LLC		12/16/16	First Lien Term Loan—10.03% (LIBOR + 7.50%, 1.00% Floor)		2.4	%		24,096,797		12/15/21		23,811,851		21,614,827
	ASC Acquisition Holdings, LLC		12/17/18	Term Loan—10.29% (LIBOR + 7.50%, 1.00% Floor)		0.3	%		3,154,908		12/15/21		3,091,810		3,154,908

						2.7	%		27,251,705				26,903,661		24,769,735

Diversified Financial Services
	Carrier & Technology Holdings, LLC		07/02/18	Term Loan—11.75% (11.75%, Fixed Coupon, all PIK)		0.6	%		37,896,029		07/02/23		37,724,796		5,229,652
	Carrier & Technology Solutions, LLC(1)		07/02/18	Revolver—9.71% (LIBOR + 7.25%, 1.50% Floor, all PIK)		0.8	%		7,198,078		07/02/23		7,198,078		7,198,078
	Carrier & Technology Solutions, LLC		07/02/18	Term Loan—9.60% (LIBOR + 7.25%, 1.50% Floor, all PIK)		1.2	%		11,147,081		07/02/23		11,096,219		11,147,081

						2.0	%		18,345,159				18,294,297		18,345,159

	Verus Analytics, LLC (fka Verus Financial, LLC)		04/11/16	First Lien Term Loan—10.00% (PRIME + 4.50%, 3.50% Floor)		1.8	%		16,296,875		04/12/21		16,148,606		16,296,875

						4.4	%		72,538,063				72,167,699		39,871,686

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2018


Industry	Issuer	Acquisition Date		Investment	% of Net Assets			Par Amount		Maturity Date		Amortized Cost		Fair Value
Diversified Telecommunication Services
	Alaska Communications Systems Holdings, Inc.		05/08/18	Term Loan A1—7.52% (LIBOR + 5.00%, 1.00% Floor)		0.1	%	$	1,386,161		03/13/22	$	1,386,505	$	1,386,161
	Alaska Communications Systems Holdings, Inc.		03/28/17	Term Loan A2—9.52% (LIBOR + 7.00%, 1.00% Floor)		1.8	%		16,060,982		03/13/23		15,893,682		16,060,982

						1.9	%		17,447,143				17,280,187		17,447,143

Food Products
	Bumble Bee Holdings, Inc.		08/15/17	Term Loan B1—10.65% (LIBOR + 8.00%, 1.00% Floor)		3.4	%		32,913,669		08/15/23		32,404,728		31,432,554
	Connors Bros. Clover Leaf Seafoods Company (Canada) (an affiliate of Bumble Bee Holdings, Inc.)(2)		08/15/17	Term Loan B2—10.65% (LIBOR + 8.00%, 1.00% Floor)		1.0	%		9,324,998		08/15/23		9,180,807		8,905,373
	Harvest Hill Beverage Company		01/20/16	Term Loan A1—9.03% (LIBOR + 6.50%, 1.00% Floor)		8.1	%		74,703,910		01/19/21		74,244,287		73,732,760

						12.5	%		116,942,577				115,829,822		114,070,687

Health Care Providers & Services
	Help at Home, LLC(1)(3)		08/03/15	Term Loan B—9.10% (LIBOR + 6.75%, 1.25% Floor)		4.1	%		37,602,990		08/03/20		37,413,881		37,791,005

						4.1	%		37,602,990				37,413,881		37,791,005

Hotels, Restaurants & Leisure
	FQSR, LLC(1)		05/14/18	Delayed Draw Term Loan—8.39% (LIBOR + 5.50%, 1.00% Floor)		0.6	%		5,359,807		05/14/23		5,359,807		5,290,130
	FQSR, LLC		05/14/18	Term Loan—8.12% (LIBOR + 5.50%, 1.00% Floor)		2.6	%		24,446,504		05/14/23		23,743,784		24,128,699

						3.2	%		29,806,311				29,103,591		29,418,829

	OTG Management, LLC		06/30/16	Delayed Draw Term Loan—9.58% (LIBOR + 7.00%, 1.00% Floor)		2.0	%		18,546,807		08/26/21		18,455,167		18,416,979
	OTG Management, LLC		06/30/16	Term Loan—9.47% (LIBOR + 7.00%, 1.00% Floor)		6.4	%		58,502,243		08/26/21		57,881,978		58,092,727

						8.4	%		77,049,050				76,337,145		76,509,706

	Ruby Tuesday, Inc.(1)		12/21/17	Term Loan—12.80% inc. PIK (LIBOR + 8.00%, 1.00% Floor, 2.00% PIK)		3.4	%		33,305,611		12/21/22		31,876,363		31,207,358

						15.0	%		140,160,972				137,317,099		137,135,893

Household Durables
	Cedar Electronics Holdings, Corp.		05/19/15	Term Loan—10.34% (LIBOR + 8.00%, 1.50% Floor)		1.9	%		19,200,000		06/26/20		19,018,034		17,683,200

						1.9	%		19,200,000				19,018,034		17,683,200

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2018


Industry	Issuer	Acquisition Date		Investment	% of Net Assets			Par Amount		Maturity Date		Amortized Cost		Fair Value
Industrial Conglomerates
	H-D Advanced Manufacturing Company		06/30/15	First Lien Last Out Term Loan—13.30% inc. PIK (LIBOR + 7.00%, 1.00% Floor, 3.50% PIK)		11.3	%	$	105,769,165		12/31/21	$	105,201,819	$	103,442,243

						11.3	%		105,769,165				105,201,819		103,442,243

Information Technology Services
	ENA Holding Corporation		05/06/16	First Lien Term Loan—9.53% (LIBOR + 7.00%, 1.00% Floor)		4.7	%		44,302,885		05/06/21		43,790,131		43,062,404
	ENA Holding Corporation(1)		05/06/16	Revolver—9.79% (LIBOR + 7.00%, 1.00% Floor)		0.7	%		6,405,720		05/06/21		6,405,720		6,226,360

						5.4	%		50,708,605				50,195,851		49,288,764

Internet & Direct Marketing Retail
	Lulu’s Fashion Lounge, LLC		08/28/17	First Lien Term Loan—9.52% (LIBOR + 7.00%, 1.00% Floor)		1.5	%		13,401,172		08/28/22		13,105,965		13,535,184

						1.5	%		13,401,172				13,105,965		13,535,184

Metals & Mining
	Pace Industries, Inc.		06/30/15	First Lien Term Loan—11.06% (LIBOR + 8.25%, 1.00% Floor)		9.1	%		84,118,105		06/30/20		83,754,730		83,108,688

						9.1	%		84,118,105				83,754,730		83,108,688

Pharmaceuticals
	Noramco, LLC(3)		07/01/16	Senior Term Loan—10.40% (LIBOR + 8.00%, 1.00% Floor)		5.0	%		51,289,164		07/01/21		50,949,495		45,955,091

						5.0	%		51,289,164				50,949,495		45,955,091

Software
	Quicken Parent Corp.(1)		04/01/16	First Lien Term Loan—11.35% inc. PIK (LIBOR + 8.50%, 1.00% Floor, 0.50% PIK)		2.3	%		21,769,443		04/01/21		21,691,954		20,680,971

						2.3	%		21,769,443				21,691,954		20,680,971

Textiles, Apparel & Luxury Goods
	Frontier Spinning Mills, Inc.(3)		05/19/15	Last Out Term Loan B—10.78% (LIBOR + 8.25%, 1.00% Floor)		0.8	%		12,960,042		04/30/20		12,925,853		7,192,823

						0.8	%		12,960,042				12,925,853		7,192,823

	Total Debt Investments					93.5	%						910,849,065		854,564,453

								Shares
	Equity
Diversified Financial Services
	Carrier & Technology Holdings, LLC(7)			Common Stock		0.0	%		2,143				—		—

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2018


Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Shares		Maturity Date	Amortized Cost		Fair Value
	Verus Financial, LLC(4)		Common Stock		0.9	%		8,750		$	7,640,647	$	8,738,810

					0.9	%		10,893			7,640,647		8,738,810

Hotels, Restaurants & Leisure
	RTI Holding Company, LLC (an affiliate of Ruby Tuesday, Inc.) (7)		Warrant, expires 12/21/27		0.1	%		1,470,632			1,379,747		536,201

					0.1	%		1,470,632			1,379,747		536,201

Household Durables
	Cedar Ultimate Parent LLC(7)		Common Stock		0.0	%		300,000			—		—
	Cedar Ultimate Parent LLC(7)		Preferred Stock		0.0	%		9,297,990			9,187,900		—
	Cedar Ultimate Parent LLC(7)		Preferred Stock		0.0	%		2,900,000			—		—

					0.0	%		12,497,990			9,187,900		—

Technologies Hardware, Storage and Peripherals
	Quantum Corporation(7)		Common Stock		0.1	%		391,945			1,708,311		783,890
	Quantum Corporation(7)		Warrant, expires 10/31/23		0.1	%		900,045			1,192,100		373,415
	Quantum Corporation(5) (7)		Warrant, expires 11/30/23		0.0	%		900,045			1,192,101		187,157
	Quantum Corporation(7)		Warrant, expires 9/30/23		0.0	%		900,045			1,217,214		373,414
	Quantum Corporation(7)		Warrant, expires 9/7/23		0.0	%		900,045			1,143,057		373,414

					0.2	%		3,992,125			6,452,783		2,091,290

Textiles, Apparel & Luxury Goods
	ASP Frontier Holdings, Inc. (7)		Warrant, expires 5/15/23		0.0	%		5,674			—		25,929

					0.0	%		5,674			—		25,929

	Total Equity Investments				1.2	%					24,661,077		11,392,230

	Total Non-Controlled/Non-Affiliated Investments*				94.7	%				$	935,510,142	$	865,956,683


										Cost
	Controlled/Affiliated Investments
Investment Funds & Vehicles
	TCW Direct Lending Strategic Ventures LLC(2)(6)		Preferred membership interests		28.5	%		261,153		$	235,200,003	$	260,252,121
	TCW Direct Lending Strategic Ventures LLC(2)(6)		Common membership interests		0.0	%		800			—		—

	Total Controlled/Affiliated Investments				28.5	%				$	235,200,003	$	260,252,121

	Cash Equivalents
	Blackrock Liquidity Funds, Yield 2.31%				8.1	%		73,674,801			73,674,801		73,674,801

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2018


Total Investments 131.3%	$	1,244,384,946	$	1,199,883,605

Net unrealized depreciation on unfunded commitments (0.0%)			$	(169,454	)

Liabilities in Excess of Other Assets (31.3%)			$	(286,170,835	)

Net Assets 100.0%			$	913,543,316

The fair value of the Quantum Corporation Common Stock held by the Company represents the quoted market price as of December 31, 2018 and is considered to be a Level 1 security within the Fair Value Hierarchy. The fair value of each non-controlled/non-affiliated investment was determined using significant unobservable inputs and is considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

(1)

(2)

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, 2018, $269,157,494 or 21.1% of the Company’s total assets were represented by “non-qualifying assets.”

(3)	In addition to the interest earned based on the stated interest rate of this loan, the Company is entitled to receive an additional interest amount on the “first out” tranche of the portfolio company’s first lien senior secured loans.

(4)	Holdings of Verus Financial, LLC common stock are through Verus Holdings LLC, a special purpose vehicle.

(5)	Fair value was reduced by 50% to represent the Company’s obligation to sell 50% of this investment back to Quantum for a nominal amount.

(6)

(7)	Non-income producing.

LIBOR—London Interbank Offered Rate, generally 1-Month or 3-Month

Prime—Prime Rate

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $123,170,342 and $388,281,120, respectively, for the year ended December 31, 2018. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.


Country Breakdown of Portfolio
United States	99.3	%
Canada	0.7	%

See Notes to Consolidated Financial Statements

TCW DIRECT LENDING LLC

Consolidated Statements of Assets and Liabilities

(Dollar amounts in thousands, except unit data)


	As of March 31, 2019 (unaudited)			As of December 31, 2018
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (amortized cost of $919,239 and $935,510, respectively)	$	838,993		$	865,957
Controlled affiliated investments (cost of $235,200)		251,875			260,252
Cash and cash equivalents		112,312			145,912
Interest receivable		8,714			6,219
Deferred financing costs		2,631			3,260
Receivable from Investment Adviser		264			263
Prepaid and other assets		54			85

Total Assets	$	1,214,843		$	1,281,948

Liabilities
Credit facility payable	$	375,000		$	365,000
Management fees payable		497			2,504
Unrealized depreciation on unfunded commitments		320			169
Interest and credit facility expense payable		271			151
Directors’ fees payable		68			—
Other accrued expenses and other liabilities		702			581

Total Liabilities	$	376,858		$	368,405

Commitments and Contingencies (Note 5)
Members’ Capital
Common Unitholders’ commitment: (20,134,698 units issued and outstanding)	$	2,013,470		$	2,013,470
Common Unitholders’ undrawn commitment: (20,134,698 units issued and outstanding)		(409,125	)		(409,125	)
Common Unitholders’ return of capital		(696,130	)		(614,130	)
Common Unitholders’ offering costs		(853	)		(853	)
Accumulated Common Unitholders’ tax reclassification		(9,480	)		(9,480	)

Common Unitholders’ capital		897,882			979,882
Accumulated loss		(59,897	)		(66,339	)

Total Members’ Capital	$	837,985		$	913,543

Total Liabilities and Members’ Capital	$	1,214,843		$	1,281,948

Net Asset Value Per Unit (accrual base) (Note 9)	$	61.94		$	65.69

See Notes to Consolidated Financial Statements.

TCW DIRECT LENDING LLC

Consolidated Statements of Operations (Unaudited)

(Dollar amounts in thousands, except unit data)


	For the three months ended March 31, 2019			For the three months ended March 31, 2018
Investment Income:
Interest income from non-controlled/non-affiliated investments	$	24,626		$	30,014
Interest income from non-controlled/non-affiliated investments paid-in-kind		2,850			5,410
Dividend income from non-controlled/non-affiliated investments		69			—
Dividend income from controlled affiliated investments		20,800			6,339
Other fee income from non-controlled/non-affiliated investments		550			—

Total investment income	$	48,895		$	41,763

Expenses:
Interest and credit facility expenses		4,894			5,669
Management fees		2,195			2,673
Administrative fees		265			320
Professional fees		163			186
Directors’ fees		79			83
Other expenses		56			81

Total expenses		7,652			9,012

Net investment income	$	41,243		$	32,751

Net realized and unrealized gain (loss) on investments
Net realized loss on non-controlled/non-affiliated investments	$	(580	)	$	—
Net change in unrealized appreciation/depreciation on non-controlled/non-affiliated investments		(10,844	)		(8,746	)
Net change in unrealized appreciation/depreciation on controlled affiliated investments		(8,377	)		4,332

Net realized and unrealized loss on investments	$	(19,801	)	$	(4,414	)

Net increase in Members’ Capital from operations	$	21,442		$	28,337

Basic and diluted:

Income per unit	$	1.06		$	1.40

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)


	Common Unitholders’ Capital			Accumulated Loss			Total
Balance at December 31, 2017	$	1,300,269		$	(24,849	)	$	1,275,420
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
Net investment income		—			32,751			32,751
Net change in unrealized appreciation/depreciation on investments		—			(4,414	)		(4,414	)
Distributions to Members from:
Distributable earnings*		—			(20,000	)		(20,000	)
Return of unused capital		(100,000	)		—			(100,000	)

Total (Decrease) Increase for the three months ended March 31, 2018		(100,000	)		8,337			(91,663	)

Balance at March 31, 2018	$	1,200,269		$	(16,512	)	$	1,183,757


Balance at December 31, 2018	$	979,882		$	(66,339	)	$	913,543
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
Net investment income		—			41,243			41,243
Net realized loss on investments		—			(580	)		(580	)
Net change in unrealized appreciation/depreciation on investments		—			(19,221	)		(19,221	)
Distributions to Members from:
Distributable earnings		—			(15,000	)		(15,000	)
Return of capital		(82,000	)		—			(82,000	)

Total (Decrease) Increase for the three months ended March 31, 2019		(82,000	)		6,442			(75,558	)

Balance at March 31, 2019	$	897,882		$	(59,897	)	$	837,985

*	During the three months ended March 31, 2018, the Company distributed $20,000 from net investment income.

See Notes to Consolidated Financial Statements.

TCW DIRECT LENDING LLC

Consolidated Statements of Cash Flows (Unaudited)

(Dollar amounts in thousands, except unit data)


	For the three months ended March 31, 2019			For the three months ended March 31, 2018
Cash Flows from Operating Activities
Net increase in net assets resulting from operations	$	21,442		$	28,337
Adjustments to reconcile the net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments		(13,164	)		(52,205	)
Interest income paid in-kind		(2,850	)		(5,410	)
Proceeds from sales and paydowns of investments		32,960			33,407
Net realized loss on investments		580			—
Change in net unrealized appreciation/depreciation on investments		19,221			4,414
Amortization of premium and accretion of discount, net		(1,255	)		(1,663	)
Amortization of deferred financing costs		629			944
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in interest receivable		(2,495	)		679
(Increase) decrease in receivable from Investment Adviser		(1	)		—
(Increase) decrease in prepaid and other assets		31			54
Increase (decrease) in interest and credit facility expense payable		120			645
Increase (decrease) in directors’ fees payable		68			61
Increase (decrease) in management fees payable		(2,007	)		—
Increase (decrease) in other accrued expenses and liabilities		121			163

Net cash provided by operating activities	$	53,400		$	9,426

Cash Flows from Financing Activities
Unused contributions returned to Members	$	—		$	(100,000	)
Return of capital		(82,000	)		—
Distributions to Members		(15,000	)		(20,000	)
Proceeds from credit facility		40,000			—
Repayments of credit facility		(30,000	)		(25,000	)

Net cash used in financing activities	$	(87,000	)	$	(145,000	)

Net decrease in cash and cash equivalents	$	(33,600	)	$	(135,574	)
Cash and cash equivalents, beginning of period	$	145,912		$	209,784

Cash and cash equivalents, end of period	$	112,312		$	74,210

Supplemental and non-cash financing activities
Interest expense paid	$	4,027		$	3,727

See Notes to Consolidated Financial Statements.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except for unit data)

March 31, 2019

1. Organization and Basis of Presentation

Organization: TCW Direct Lending LLC (“Company”), was formed as a Delaware corporation on March 20, 2014 and 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 10 Common Units at an aggregate purchase price of $1 to 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.

On May 18, 2016, the Company established a wholly owned subsidiary, TCW-DL VF Holdings, Inc., as a Delaware entity to hold an equity investment in a portfolio company organized as a limited liability company.

On September 19, 2016, the Company formed TCW Direct Lending Luxembourg VI S.à.r.l., (“TCW Direct Lending Luxembourg”) a private limited liability company under the laws of Luxembourg, of which the Company owns 100% of the membership interests. The Company incurred $191 in professional fees in connection with the formation of TCW Direct Lending Luxembourg, all of which were expensed as incurred.

Throughout 2017, the Company formed several Delaware limited liability companies, all of which have a single member interest owned by the Company.

In 2018, the Company cancelled all but two of our wholly-owned Delaware limited liability companies. Further, TCW Direct Lending Luxembourg was also dissolved and the Company’s interest in the subsidiary was terminated.

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Term: The term of the Company will continue until the sixth anniversary of the Initial Closing Date (as defined below), September 14, 2020 unless extended or sooner dissolved as provided in the limited liability agreement or by operation of law. The Company may extend the term for two additional one-year periods upon written notice to the holders of the 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-year period. Thereafter, the term may be extended for successive one-year periods, with the vote or consent of a supermajority in interest of the holders of the Common Units.

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 90 days subsequent to 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.

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 $2,013,470 for 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 $100.00 per unit. The amount of capital that remains to be drawn down and contributed is referred to as an “Undrawn Commitment”.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

March 31, 2019

1. Organization and Basis of Presentation (Continued)

The commitment amount funded does not include amounts contributed in anticipation of a potential investment that the Company did not consummate and therefore returned to the Members’ as unused capital. As of March 31, 2019, aggregate Commitments, Undrawn Commitments and subscribed for Units of the Company were as follows:


	Commitments		Undrawn Commitments		% of Commitments Funded			Units
Common Unitholder	$	2,013,470	$	409,125		79.7	%		20,134,698

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 March 31, 2019 was $100,875.

2. Significant Accounting Policies

Basis of Presentation: The consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC 946”). The Company has consolidated the results of its wholly owned subsidiary in its consolidated financial statements in accordance with ASC 946.

Reclassifications: Certain prior period amounts in the Consolidated Statements of Operations relating to interest income paid-in-kind (“PIK”) have been reclassified out of interest income to disclose PIK interest income separately, in accordance with updated Regulation S-X. These reclassifications have been made to conform to the current period presentation.

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.

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 is recorded on an accrual basis unless doubtful of collection or the related investment is in default. Realized gains and losses on investments are recorded on a specific identification basis. The Company typically receives a fee in the form of a discount to the purchase price at the time it funds an investment in a loan. The discount is accreted to interest income over the life of the respective loan, using the effective-interest method assuming there are no questions as to collectability, and reflected in the amortized cost basis of the investment. Discounts associated with a revolver as well as fees associated with a delayed draw that remains unfunded are treated as a discount to the issuers’ term loan. Ongoing facility, commitment or other additional fees including, prepayment fees, consent fees and forbearance fees are recognized immediately when earned as income.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

March 31, 2019

2. Significant Accounting Policies (Continued)

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: Costs incurred to organize the Company totaling $665 were expensed as incurred. Offering costs totaling $853 were accumulated and charged directly to Members’ Capital on March 19, 2015, the end of the period during which Common Units were offered (the “Closing Period”). The Company did not bear more than an amount equal to 10 basis points of the aggregate capital commitments of the Company for organization and offering expenses.

Cash and Cash Equivalents: The Company considers all investments with a maturity of three months or less at the time of acquisition to be cash equivalents. At March 31, 2019, cash and cash equivalents is comprised of demand deposits and highly liquid investments with maturities of three months or less, which approximate fair value.

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.

Recent Accounting Pronouncements: In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and amended existing rules (together, the “Final Rules”) intended to modernize the reporting and disclosure of information by registered investment companies and BDCs. In part, the Final Rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017, and the Company has implemented the applicable requirements into this report, namely the separate disclosure of PIK interest income on the Consolidated Statements of Operations and disclosure of realized gains/(losses) on controlled affiliated investments.

On May 28, 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, this Update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition–Construction-Type and Production-Type Contracts. This update is effective for fiscal years beginning after December 15, 2017. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities. The amendments in this update makes improvements to the requirements for accounting for equity investments and simplify the impairment assessment of equity investments. For public entities this update is effective for fiscal years beginning after December 15, 2017. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instrument—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this update provide a variety of technical corrections and improvements to how entities should account for financial instruments and shorten the amortization period for certain callable debt securities held at premium. For public entities, this update is effective for fiscal years beginning after December 15, 2017, and for interim periods within those fiscal years beginning after June 15, 2018. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

On August 17, 2018, the SEC issued a final rule that reduces or eliminates certain disclosure requirements under Regulation S-X, and expands others. This final rule is effective for the Company beginning January 1, 2018. As a result of this final rule, the Company has presented in its Consolidated Statement of Assets and Liabilities its total accumulated earnings (loss), rather than its components.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

March 31, 2019

2. Significant Accounting Policies (Continued)

On August 28, 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The updated guidance modifies the disclosure requirements on fair value measurements by (1) removing certain disclosure requirements including policies related to valuation processes and the timing of transfers between levels of the fair value hierarchy, (2) amending disclosure requirements related to measurement uncertainty from the use of significant unobservable inputs, and (3) adding certain new disclosure requirements including changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods therein, with early adoption permitted. As permitted by the ASU, the Company early adopted the following applicable provisions of the ASU:

•

removed the Company’s disclosure of policy for timing of transfers between levels;

•

removed the disclosure describing the Company’s valuation process for Level 3 fair value measurements;

•

for investments measured using net asset values, disclosed (1) the timing of liquidation of an investee’s assets and (2) the date when redemption restrictions will lapse, to the extent that such information has been publicly announced by the investee; and

•

disclosed information about the uncertainty of Level 3 fair value measurements as of the reporting date, rather than at a point in the future.

The Company is currently evaluating the effect of additional disclosures prescribed by this ASU on its 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, 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 and approved by the Board of Directors (the “Board”) based on similar instruments, internal assumptions and the weighting of the best available pricing inputs.

Fair Value Hierarchy: Assets and liabilities are classified by the Company based on valuation inputs used to determine fair value into three levels:

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

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

Level 3 values are based on significant unobservable inputs that reflect the 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:

Registered Investment Companies, (Level 1), include registered open-end investment companies that are valued based upon the reported net asset value of such investment.

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

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

March 31, 2019

3. Investment Valuations and Fair Value Measurements (Continued)

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. A discounted cash flow approach incorporating a weighted average cost of capital is generally used to determine fair value or, in some cases, an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.

Equity, (Level 3), include common 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 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. The Company is entitled to income and principal distributed by the fund.

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 March 31, 2019:


Investments	Level 1		Level 2		Level 3		NAV		Total
Debt	$	—	$	—	$	826,843	$	—	$	826,843
Equity		933		—		11,217		—		12,150
Investment Funds & Vehicles⁽¹⁾		—		—		—		251,875		251,875
Cash equivalents		58,954		—		—		—		58,954

Total Assets	$	59,887	$	—	$	838,060	$	251,875	$	1,149,822

⁽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 for unit data)

March 31, 2019

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, 2018:


Investments	Level 1		Level 2		Level 3		NAV		Total
Debt	$	—	$	—	$	854,564	$	—	$	854,564
Equity		784		—		10,608		—		11,392
Investment Funds & Vehicles⁽¹⁾		—		—		—		260,252		260,252
Cash equivalents		73,675		—		—		—		73,675

Total Assets	$	74,459	$	—	$	865,172	$	260,252	$	1,199,883

⁽¹⁾

The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three months ended March 31, 2019:


	Debt			Equity			Total
Balance, January 1, 2019	$	854,564		$	10,608		$	865,172
Purchases*		16,014			692			16,706
Sales and paydowns of investments		(33,652	)		—			(33,652	)
Amortization of premium and accretion of discount, net		1,255			—			1,255
Net realized gains (losses)		16			(596	)		(580	)
Net change in unrealized appreciation/depreciation		(11,354	)		513			(10,841	)

Balance, March 31, 2019	$	826,843		$	11,217		$	838,060

Change in net unrealized appreciation/depreciation in investments held as of March 31, 2019	$	(7,108	)	$	513		$	(6,595	)

*	Includes payments received in-kind

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three months ended March 31, 2018:


	Debt			Equity			Total
Balance, January 1, 2018	$	1,151,532		$	10,851		$	1,162,383
Purchases*		34,927			542			35,469
Sales and paydowns of investments		(32,722	)		(685	)		(33,407	)
Accretion of original issue discounts		1,663			—			1,663
Net change in unrealized appreciation/depreciation		(9,246	)		532			(8,714	)

Balance, March 31, 2018	$	1,146,154		$	11,240		$	1,157,394

Change in net unrealized appreciation/depreciation in investments held as of March 31, 2018	$	(9,024	)	$	532		$	(8,492	)

*	Includes payments received in-kind

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

March 31, 2019

3. Investment Valuations and Fair Value Measurements (Continued)

During the three months ended March 31, 2019 and 2018, the Company did not have any transfers between levels.

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 March 31, 2019.

Investment

Type

Fair Value

Valuation
Technique

Unobservable

Input

Range

Weighted
Average

Impact to
Valuation
from an
Increase
in Input

Debt

572,405

Income Method

Weighted Average Cost of Capital

Shadow Credit Rating

6.2% to 19.5%

CC to B+

12.2%

N/A

Decrease

Increase

Debt

203,677

Income Method

Shadow Credit Rating

CCC to B-

N/A

Increase

Debt

42,903

Market/Waterfall

Method

EBITDA Multiple

Revenue Multiple

5.7x to 8.2x

2.2x to 2.4x

N/A

Increase

Debt

7,858

Income/Market/

Waterfall Method

Weighted Average Cost of Capital

Shadow Credit Rating

EBITDA Multiple

17.6% to 21.8%

CCC- to CC

3.6x to 11.0x

20.8%

N/A

Decrease

Increase

Equity

2,683

Income Method

Implied Volatility

Risk Free Rate

Expected Term

25.0% to 69.3%

0.0% to 2.4%

0.2 yrs. to 2.0 yrs.

68.0%

1.2%

0.3 yrs.

Increase

Equity

8,534

Market/Waterfall

Method

EBITDA Multiple

4.5x to 12.5x

N/A

Increase

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, 2018.

Investment

Type

Fair Value

Valuation
Technique

Unobservable

Input

Range

Weighted
Average

Impact to
Valuation
from an
Increase
in Input

Debt

589,854

Income Method

Weighted Average Cost of Capital

Shadow Credit Rating

6.8% to 19.9%

CCC- to B+

12.1%

N/A

Decrease

Increase

Debt

206,877

Income Method

Shadow Credit Rating

CCC+ to B-

N/A

Increase

Debt

41,258

Market/Waterfall
Method

EBITDA Multiple

Revenue Multiple

5.7x to 8.2x

2.8x to 3.0x

N/A

Increase
Increase

Debt

16,575

Income/Market/
Waterfall Method

Weighted Average Cost of Capital

Shadow Credit Rating

EBITDA Multiple

18.5% to 30.0%

CCC- to CC

4.5x to 9.0x

23.7%

N/A

Decrease

Increase

Equity

1,333

Income Method

Implied Volatility

Risk Free Rate

Expected Term

25.0% to 69.0%

2.4% to 2.5%

0.1 yrs. to 2.0 yrs.

68.1%

2.4%

0.1 yrs.

Increase

Equity

9,275

Market/Waterfall

Method

EBITDA Multiple

4.5x to 12.5x

N/A

Increase

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

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

March 31, 2019

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, its 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 years and will remain in effect from year to year thereafter if approved annually by (i) the vote of the Board, or by the vote of a majority of our outstanding voting securities, and (ii) the vote of a majority of the independent directors of the Board.

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.

For the three months ended March 31, 2019 and 2018, Management Fees incurred amounted to $2,195 and $2,673, respectively, of which $497 and $0 remained payable at March 31, 2019 and 2018, respectively.

Transaction and Other Fees: Any (i) transaction, advisory, consulting, management, monitoring, directors’ or similar fees, (ii) closing, investment banking, finders’, transaction or similar fees, (iii) commitment, breakup or topping fees or litigation proceeds and (iv) other fee or payment of services performed or to be performed with respect to an investment or proposed investment received from or with respect to Portfolio Companies or prospective Portfolio Companies in connection with the Company’s activities will be will be the property of the Company.

Since inception, the Company received $2,525 in such fees, of which $1,698 and $0, were paid during the three months ended March 31, 2019 and 2018, respectively.

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;

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

March 31, 2019

4. Agreements and Related Party Transactions (Continued)

(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.

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.

For the three months ended March 31, 2019 and 2018, no Incentive Fees were incurred.

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.

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 10 basis 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 12.5 basis 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 LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

March 31, 2019

4. Agreements and Related Party Transactions (Continued)

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 two loans to Strategic Ventures. Strategic Ventures also entered into a revolving credit facility to finance a portion of certain eligible investments on June 5, 2015.

The Company’s investments in controlled affiliated investments as of and transactions during the three months ended March 31, 2019 were as follows:


	Fair Value as of January 1, 2019		Purchases		Sales		Change in Unrealized Gains and (Losses)			Fair Value as of March 31, 2019		Dividend Income		Realized Gain Distribution
Controlled Affiliates
TCW Direct Lending Strategic Ventures LLC	$	260,252	$	—	$	—	$	(8,377	)	$	251,875	$	20,800	$	—

Total Controlled Affiliates	$	260,252	$	—	$	—	$	(8,377	)	$	251,875	$	20,800	$	—

The Company’s investments in controlled affiliated investments as of and transactions during the year ended December 31, 2018 were as follows:


	Fair Value as of January 1, 2018		Purchases		Sales			Change in Unrealized Gains and (Losses)		Fair Value as of December 31, 2018		Dividend Income		Realized Gain Distribution
Controlled Affiliates
TCW Direct Lending Strategic Ventures LLC	$	259,698	$	21,600	$	(25,954	)	$	4,908	$	260,252	$	31,968	$	931

Total Controlled Affiliates	$	259,698	$	21,600	$	(25,954	)	$	4,908	$	260,252	$	31,968	$	931

For the three months ended March 31, 2019 and year ended December 31, 2018, the Company did not recognize any realized gains (losses) on controlled affiliated investments. During the three months ended March 31, 2019 and year ended December 31, 2018, the Company recognized $0 and $931 respectively, of net realized gain distributions from TCW Strategic Ventures.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

March 31, 2019

5. Commitments and Contingencies

The Company had the following unfunded commitments and unrealized losses by investment as of March 31, 2019 and December 31, 2018:


			March 31, 2019				December 31, 2018
Unfunded Commitments	Maturity/ Expiration		Amount		Unrealized Losses		Amount		Unrealized Losses
Ascensus Specialties, LLC (fka Vertellus Performance Chemicals LLC)		September 2022	$	4,218	$	—	$	4,218	$	8
Carrier & Technology Solutions, LLC		July 2023		2,270		—		2,656		—
ENA Holding Corporation		May 2021		8,169		262		1,601		45
FQSR, LLC		May 2023		4,566		27		4,566		73
Help At Home, LLC		August 2020		14,865		—		14,865		—
Quicken Parent Corp.		April 2021		862		31		862		43
Ruby Tuesday, Inc.		December 2022		4,575		—		4,575		—

Total			$	39,525	$	320	$	33,343	$	169

The Company’s total capital commitment to its underlying investment in Strategic Ventures is $481,600. As of March 31, 2019, 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 March 31, 2019, 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 months ended March 31, 2019 and 2018, the Company did not sell or issue any Common Units. The activity for the three months ended March 31, 2019 and 2018 is as follows:


	Three Months Ended March 31,
	2019		2018
Units at beginning of period		20,134,698		20,134,698

Units issued and committed at end of period		20,134,698		20,134,698

For the three months ended March 31, 2019 and 2018, the Company processed $0, of deemed distributions and re-contributions.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

March 31, 2019

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.

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, 2017 to April 10, 2020. 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 March 31, 2019, the Company was in compliance with such covenants.

As of March 31, 2019 and December 31, 2018, the Available Commitment under the Third Amended and Restated Revolving Credit Agreement is $450,000 and $500,000, respectively.

As of March 31, 2019 and December 31, 2018, the amounts outstanding under the Credit Facility were $375,000 and $365,000, respectively. The carrying amount of the Credit Facility, which is categorized as Level 2 within the fair value hierarchy as of March 31, 2019 and December 31, 2018, 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. The Company incurred financing costs of $10,123 in connection with the April 10, 2017 Third Amended and Restated Revolving Credit Agreement. The Company recorded these costs as deferred financing costs on its Consolidated Statements of Asset and Liabilities and are being amortized over the life of the Credit Facility. As of March 31, 2019 and December 31, 2018, $2,631 and $3,260, respectively, of such prepaid deferred financing costs had yet to be amortized.

The summary information regarding the Credit Facility for the three months ended March 31, 2019 and 2018 were as follows:


	Three Months Ended March 31,
	2019			2018
Credit facility interest expense	$	4,129		$	3,771
Undrawn commitment fees		120			938
Administrative fees		16			16
Amortization of deferred financing costs		629			944

Total	$	4,894		$	5,669

Weighted average interest rate		4.88	%		4.07	%
Average outstanding balance	$	383,333		$	370,778

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

March 31, 2019

8. 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 March 31, 2019 and December 31, 2018, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows:


	March 31, 2019		December 31, 2018
Cost of investments for federal income tax purposes	$	1,213,713	$	1,264,745
Unrealized appreciation	$	20,057	$	31,987
Unrealized depreciation	$	83,948	$	96,848
Net unrealized depreciation on investments	$	63,891	$	64,861

The Company did not have any unrecognized tax benefits at December 31, 2018, nor were there any increases or decreases in unrecognized tax benefits for the period then ended; and therefore no interest or penalties were accrued. The Company is subject to examination by U.S. federal and state tax authorities regarding returns filed for the prior three and five years, respectively. An examination of the Company’s 2015 federal tax return was concluded in 2017. No adjustments were proposed.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amounts in thousands, except for unit data)

March 31, 2019

9. Financial Highlights

Selected data for a unit outstanding throughout the three months ended March 31, 2019 and 2018 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 Three Months Ended March 31,
	2019			2018
Net Asset Value Per Unit (accrual base), Beginning of Period	$	65.69		$	78.70
Income from Investment Operations:
Net investment income⁽¹⁾		2.05			1.63
Net realized and unrealized loss		(0.99	)		(0.23	)

Total from investment operations		1.06			1.40
Less Distributions:
From net investment income		(0.74	)		(0.99	)
Return of capital		(4.07	)		(0.00	)

Total distributions⁽²⁾		(4.81	)		(0.99	)

Net Asset Value Per Unit (accrual base), End of Period	$	61.94		$	79.11

Common Unitholder Total Return⁽³⁾⁽⁴⁾		2.6	%		2.4	%

Common Unitholder IRR⁽⁵⁾		7.7	%		7.2	%

Ratios and Supplemental Data
Members’ Capital, end of period	$	837,985		$	1,183,757
Units outstanding, end of period		20,134,698			20,134,698
Ratios based on average net assets of Members’ Capital:
Ratio of total expenses to average net assets⁽⁶⁾		3.59	%		2.96	%
Ratio of net expenses to average net assets⁽⁶⁾		3.59	%		2.96	%
Ratio of financing cost to average net assets⁽⁴⁾		0.57	%		0.46	%
Ratio of net investment income to average net assets⁽⁶⁾		19.35	%		10.74	%
Credit facility payable	$	375,000		$	353,000
Asset coverage ratio		3.2			4.4
Portfolio turnover rate⁽⁴⁾		1.0	%		2.0	%

⁽¹⁾	Per unit data was calculated using the number of Common Units issued and outstanding as of March 31, 2019 and 2018.

⁽²⁾	Includes distributions which have an offsetting capital re-contribution (“deemed distributions”). Excludes return of unused capital.

⁽³⁾	The Total Return for the three months ended March 31, 2019 and 2018 was calculated by taking the net investment income of the Company for the period divided by the weighted average capital contributions from the Members during the period. The return is net of management fees and expenses.

⁽⁴⁾	Not annualized.

⁽⁵⁾

The Internal Rate of Return (IRR) since inception for the Common Unitholders, after management fees, financing costs and operating expenses is 7.7% through March 31, 2019. 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.

⁽⁶⁾	Annualized.

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Unaudited) (Continued)

(Dollar amount in thousands, except for unit data)

March 31, 2019

10. Subsequent Events

The Company has evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that require recognition or disclosure in these consolidated financial statements.

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 include 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 lending and investment activities;

•

interest rate volatility could adversely affect our results, particularly when we are using leverage as part of our investment strategy;

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

our contractual arrangements and relationships with third parties;

•

the ability of our portfolio companies to achieve their financial and other business objectives;

•

competition with other entities and our affiliates for investment opportunities;

•

uncertainty surrounding the financial stability of the United States, Europe and China;

•

the social, geopolitical, financial, trade and legal implications of Brexit;

•

an inability to replicate the historical success of any previously launched fund managed by the direct lending team of our investment adviser, TCW Asset Management Company LLC (the “Adviser”);

•

the speculative and illiquid nature of our investments;

•

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

•

the adequacy of our financing sources and working capital;

•

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

•

the loss of key personnel;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;

•

the ability of The TCW Group, Inc. and its subsidiaries to attract and retain highly talented professionals that can provide services to the Adviser in its capacity as our investment 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, or the “Code,” and as a business development company (“BDC”) under the Investment Company Act of 1940 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 the Form 10-K that we filed with the SEC on March 19, 2019 and elsewhere in this report.

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 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 May 18, 2016, we established a wholly owned subsidiary, TCW-DL VF Holdings, Inc., structured as a Delaware entity or tax blocker, to hold an equity investment in a portfolio company organized as a limited liability company.

On September 19, 2016, we formed TCW Direct Lending Luxembourg VI S.à.r.l., (“TCW Direct Lending Luxembourg”) a private limited liability company under the laws of Luxembourg, of which the Company owns 100% of the membership interests. Throughout 2017, we formed several Delaware limited liability companies, all of which have a single member interest owned by us.

In 2018, we cancelled all but two of our wholly-owned Delaware limited liability companies. Further, TCW Direct Lending Luxembourg was also dissolved and our interest in the subsidiary was terminated.

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. In general, we do not expect the Direct Lending Team to originate a significant amount of investments for us with payment-in-kind (“PIK”) interest features, although we may have investments with PIK interest features in limited circumstances. 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, historically, our investment bias has been towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments.

We are primarily focused on investing in senior secured debt obligations, although there may be occasions where the investment may be unsecured. We also consider an equity investment as the primary security, in combination with a debt obligation, or as a part of total return strategy. Our investments are 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

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ.

In addition to the discussion below, our critical accounting policies are further described in Note 2 to the consolidated financial statements. We consider these accounting policies to be critical because they involve management judgments and assumptions, require estimates about matters that are inherently uncertain and are important for understanding and evaluating our reported financial results. These judgments will affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. The critical accounting policies should be read in connection with our risk factors as disclosed in “Item 1A. Risk Factors.”

Investments at Fair Value

Investments which we hold for which market quotes are not readily available or are not considered reliable are valued at fair value and approved by our Board of Directors based on similar instruments, internal assumptions and the weighting of the best available pricing inputs.

Fair Value Hierarchy: Assets and liabilities are classified by us based on valuation inputs used to determine fair value into three levels.

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

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

Level 3 values are based on significant unobservable inputs that reflect 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:

Registered Investment Companies, (Level 1), include registered open-end investment companies that are valued based upon the reported net asset value of such investment.

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.

Equity, (Level 3), include common stock. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health, and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; 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. The Company is entitled to income and principal distributed by the fund.

Investment Activity

As of March 31, 2019, our non-controlled/non-affiliated portfolio consisted of 21 debt and seven equity investments. Based on fair values as of March 31, 2019, our non-controlled/non-affiliated portfolio was 98.6% invested in debt investments which were mostly senior secured, first lien term loans and 1.4% invested in equity investments comprised of common and preferred stocks as well as warrants.

As of December 31, 2018, our non-controlled/non-affiliated portfolio consisted of 22 debt investments and five equity investments. Of these investments, 98.7% were debt investments which were primarily senior secured, first lien term loans and 1.3% were equity comprised of common and preferred stocks as well as warrants.

The table below describes our non-controlled/non-affiliated investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in industries as of Mach 31, 2019:


Industry	Percent of Total Investments
Hotels, Restaurants & Leisure		16	%
Food Products		13	%
Industrial Conglomerates		12	%
Metals & Mining		10	%
Information Technology Services		6	%
Auto Components		6	%
Health Care Providers & Services		6	%
Pharmaceuticals		5	%
Commercial Services & Supplies		5	%
Chemicals		5	%
Diversified Financial Services		5	%
Software		2	%
Distributors		2	%
Household Durables		2	%
Internet & Direct Marketing Retail		2	%
Construction & Engineering		1	%
Textiles, Apparel & Luxury Goods		1	%
Technologies Hardware, Storage and Peripherals		1	%

Total		100	%

Interest income from non-controlled/non-affiliated investments, including interest income paid-in-kind, was $27.4 million and $35.4 million for the three months ended March 31, 2019 and 2018, respectively.

Results of Operations

Our operating results for the three months ended March 31, 2019 and 2018 were as follows (dollar amounts in thousands):


	Three Months Ended March 31,
	2019			2018
Total investment income	$	48,895		$	41,763
Expenses		7,652			9,012

Net investment income		41,243			32,751
Net realized loss on non-controlled/non-affiliated investments		(580	)		—
Net change in unrealized appreciation/depreciation on non-controlled/non-affiliated investments		(10,844	)		(8,746	)
Net change in unrealized appreciation/depreciation on controlled affiliated investments		(8,377	)		4,332

Net increase in Members’ Capital from operations	$	21,442		$	28,337

Total investment income

Total investment income for the three months ended March 31, 2019 and 2018 was $48.9 million and $41.8 million, respectively, and included interest income from non-controlled/non-affiliated investments of $27.4 million and $35.4 million, respectively, as well as dividend income of $20.8 million and $6.4 million, respectively, from TCW Strategic Ventures, a controlled affiliated investment which commenced operations in 2015. During the three months ended March 31, 2019, total investment income also included dividend income from non-controlled/non-affiliated investments of $0.1 million as well as other fee income of $0.6 million.

The increase in total investment income during the three months ended March 31, 2019 compared to the three months ended March 31, 2018, is primarily due to the increase in dividend income from TCW Strategic Ventures, stemming for loan payoffs which transpired during the quarter. The increases in dividend income during the quarter were partially offset by the decrease in interest income from non-controlled/non-affiliated investments, reflecting our wind down of investment operations since the expiration of the investment period.

Net investment income

Net investment income for the three months ended March 31 2019 and 2018 was $41.2 million and $32.8 million, respectively. The increase in net investment income during the three months ended March 31, 2019 compared to the three months ended March 31, 2018 is primarily attributable to the increase dividend income received from TCW Strategic Ventures.

Operating expenses for the three months ended March 31, 2019 and 2018 were as follows (dollar amounts in thousands):


	Three Months Ended March 31,
	2019		2018
Expenses
Interest and credit facility expenses	$	4,894	$	5,669
Management fees		2,195		2,673
Administrative fees		265		320
Professional fees		163		186
Directors’ fees		79		83
Other expenses		56		81

Total expenses	$	7,652	$	9,012

Our total operating expenses were $7.7 million and $9.0 million for the three months ended March 31, 2019 and 2018, respectively. Our operating expenses include management fees attributed to the Adviser of $2.2 million and $2.7 million for the three months ended March 31, 2019 and 2018, respectively. Interest and credit facility expenses decreased during the quarter compared to the three months ended March 31, 2018 primarily due to lower undrawn commitment fees, partially offset by higher interest expense due to a higher weighted average interest rate and average outstanding balance during the quarter.

Net realized loss on non-controlled/non-affiliated investments

Our net realized loss on non-controlled/non-affiliated investments for the three months ended March 31, 2019 and 2018 was $0.6 million and $0.0 million, respectively. The net realized loss on non-controlled/non-affiliated investments during the quarter were primarily due to our warrants for Quantum Corporation, which the portfolio company repurchased during the quarter. No realized gains or losses were recognized during the three months ended March 31, 2018 as none of our investments were sold during the quarter. All investment dispositions during the quarter were due to contractually scheduled paydowns.

Net change in unrealized appreciation/depreciation on non-controlled/non-affiliated investments

Our net change in unrealized appreciation/depreciation on non-controlled/non-affiliated investments for the three months ended March 31, 2019 and 2018 was ($10.8) million and ($8.7) million, respectively. Our net change in unrealized appreciation/depreciation for the three months ended March 31, 2019 was primarily due to our term loans to Carrier & Technology Holdings, LLC; Carrier & Technology Solutions, LLC (together with Carrier & Technology Holdings, LLC, formerly known as Patriot National, Inc.); Frontier Spinning Mills Inc.; and Bumble Bee Holdings, Inc., which collectively recorded $12.1 million in net change in unrealized depreciation during the quarter. These were partially offset by our Quantum Corporation warrants, which recorded an aggregate $1.8 million in unrealized appreciation during the quarter.

Our net change in unrealized appreciation/depreciation for the three months ended March 31, 2018 was primarily due to our term loans to Patriot National. Inc., which recorded an unrealized depreciation of $14.1 million during the quarter. This was partially offset by our term loans to Pace Industries, Inc., and Frontier Spinning Mills, Inc. which recorded increases in fair value of $1.2 million and $1.1 million, respectively, as well as other mark to market adjustments.

Net change in unrealized appreciation/depreciation on controlled/affiliated investments

Our net change in unrealized appreciation/depreciation on controlled/affiliated investments was ($8.4) million and $4.3 million for the three months ended March 31, 2019 and 2018, respectively. The net change in unrealized appreciation/depreciation on controlled/affiliated investments during the three months ended March 31, 2019 was primarily attributable to TCW Strategic Ventures, which, during the current quarter, made distributions in excess of its aggregate quarterly net investment income and net change in unrealized depreciation/appreciation on investments. The net change in unrealized appreciation/depreciation on controlled/affiliated investments during the three months ended March 31, 2018 was primarily attributable to undistributed profits from TCW Strategic Ventures.

Net increase in members’ capital from operations

Our net increase in members’ capital from operations during the three months ended March 31, 2019 and 2018 was $21.4 million and $28.3 million, respectively. The increase during the three months ended March 31, 2019 is attributable to higher net investment income, primarily driven by the increase in dividend income from TCW Strategic Ventures, coupled with lower operating expenses, particularly as it relates to interest and credit facility expenses. The increase during the three months ended March 31, 2018 is primarily attributable to higher investment income resulting from higher investment yields coupled with lower management fees.

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.

The Company’s investments in controlled affiliated investments as of and transactions during the three months ended March 31, 2019 were as follows:


	Fair Value as of January 1, 2019		Purchases		Sales		Change in Unrealized Gains and (Losses)			Fair Value as of March 31, 2019		Dividend Income		Realized Gain Distribution
Controlled Affiliates
TCW Direct Lending Strategic Ventures LLC	$	260,252	$	—	$	—	$	(8,377	)	$	251,875	$	20,800	$	—

Total Controlled Affiliates	$	260,252	$	—	$	—	$	(8,377	)	$	251,875	$	20,800	$	—

The Company’s investments in controlled affiliated investments for the years ended December 31, 2018 were as follows (dollar amounts in thousands):


	Fair Value as of January 1, 2018		Purchases		Sales			Change in Unrealized Gains and (Losses)		Fair Value as of December 31, 2018		Dividend Income		Realized Gain Distribution
Controlled Affiliates
TCW Direct Lending Strategic Ventures LLC	$	259,698	$	21,600	$	(25,954	)	$	4,908	$	260,252	$	31,968	$	931

Total Controlled Affiliates	$	259,698	$	21,600	$	(25,954	)	$	4,908	$	260,252	$	31,968	$	931

For the three months ended March 31, 2019 and year ended December 31, 2018, the Company did not recognize any realized gains (losses) on controlled affiliated investments. During the three months ended March 31, 2019 and year ended December 31, 2018, the Company recognized $0.0 million and $0.9 million, respectively, of net realized gain distributions from TCW Strategic Ventures.

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 March 31, 2019 and December 31, 2018, aggregate Commitments, Undrawn Commitments and subscribed for Units of the Company are as follows (dollar amounts in thousands):


	March 31, 2019			December 31, 2018
Commitments	$	2,013,470		$	2,013,470
Undrawn commitments	$	409,125		$	409,125
Percentage of commitments funded		79.7	%		79.7	%
Units		20,134,698			20,134,698

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.

As of March 31, 2019 and December 31, 2018, the Available Commitment under the Third Amended and Restated Revolving Credit Agreement is $450 million and $500 million, respectively.

As of March 31, 2019 and December 31, 2018, the amounts outstanding under the Credit Facility were $375 million and $365 million, respectively. The carrying amount of the Credit Facility, which is categorized as Level 2 within the fair value hierarchy as of March 31, 2019 and December 31, 2018, 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. The Company incurred financing costs of $10.1 million in connection with the April 10, 2017 Third Amended and Restated Revolving Credit Agreement. The Company recorded these costs as deferred financing costs on its Consolidated Statements of Asset and Liabilities and are being amortized over the life of the Credit Facility. As of March 31, 2019 and December 31, 2018, $2.6 million and $3.3 million, respectively, of such prepaid deferred financing costs had yet to be amortized.

The summary information regarding the Credit Facility for the three months ended March 31, 2019 and 2018 were as follows:


	Three Months Ended March 31,
	2019			2018
Credit facility interest expense	$	4,129		$	3,771
Undrawn commitment fees		120			938
Administrative fees		16			16
Amortization of deferred financing costs		629			944

Total	$	4,894		$	5,669

Weighted average interest rate		4.88	%		4.07	%
Average outstanding balance	$	383,333		$	370,778

A summary of our contractual payment obligations as of March 31, 2019 and December 31, 2018 is as follows (dollar amounts in thousands):


Revolving Credit Agreement	Total Facility Commitment		Borrowings Outstanding		Available Amount⁽¹⁾
Total Debt Obligations – March 31, 2019	$	750,000	$	375,000	$	75,000
Total Debt Obligations – December 31, 2018	$	750,000	$	365,000	$	135,000

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

The Company had the following unfunded commitments and unrealized losses by investment as of March 31, 2019 and December 31, 2018:


			March 31, 2019				December 31, 2018
Unfunded Commitments	Maturity/ Expiration		Amount		Unrealized Losses		Amount		Unrealized Losses
Ascensus Specialties, LLC (fka Vertellus Performance Chemicals LLC)		September 2022	$	4,218	$	—	$	4,218	$	8
Carrier & Technology Solutions, LLC		July 2023		2,270		—		2,656		—
ENA Holding Corporation		May 2021		8,169		262		1,601		45
FQSR, LLC		May 2023		4,566		27		4,566		73
Help At Home, LLC		August 2020		14,865		—		14,865		—
Quicken Parent Corp.		April 2021		862		31		862		43
Ruby Tuesday, Inc.		December 2022		4,575		—		4,575		—

Total			$	39,525	$	320	$	33,343	$	169

The Company’s total capital commitment to its underlying investment in Strategic Ventures is $481,600. As of March 31, 2019 and December 31, 2018, the Company’s unfunded commitment to Strategic Ventures was $219,646.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, including changes in interest rates. At March 31, 2019, 99.7% of our debt investments bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. At March 31, 2019, the percentage of our floating rate debt investments that bore interest based on an interest rate floor was 0.0%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.

Based on our March 31, 2019 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):


Basis Point Change	Interest Income			Interest Expense			Net Investment Income
Up 300 basis points	$	33,277		$	11,406		$	21,871
Up 200 basis points		22,185			7,604			14,581
Up 100 basis points		11,092			3,802			7,290
Down 100 basis points		(13,681	)		(4,002	)		(9,679	)
Down 200 basis points		(1,918	)		(7,752	)		5,834
Down 300 basis points		(1,362	)		(9,602	)		8,240

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).

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 three months ended March 31, 2019

*	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: May 7, 2019	By:	/s/ Richard T. Miller
		Richard T. Miller
		President

Date: May 7, 2019	By:	/s/ James G. Krause
		James G. Krause
		Chief Financial Officer