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10-Q 1 bdlc_q3_2022.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended September 30, 2022


☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 814-01378

BLACKROCK DIRECT LENDING CORP.

(Exact Name of Registrant as Specified in Charter)


Delaware	85-3439073
(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification No.)

2951 28th Street, Suite 1000
Santa Monica, California	90405
(Address of Principal Executive Offices)	(Zip Code)

(310) 566-1094

(Registrant’s telephone number, including area code)

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


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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☐ No ☒

Indicate by check mark 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 and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):


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 a 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 Exchange Act). Yes ☐ No ☒

As of September 30, 2022, there was no established public market for the Registrant's shares of common stock.

The number of the Registrant's shares of common stock outstanding on November 4, 2022 was 14,578,998.

BLACKROCK DIRECT LENDING CORP.

FORM 10-Q

FOR THE NINE MONTHS ENDED September 30, 2022

TABLE OF CONTENTS


Part I.	Financial Information

Item 1.	Financial Statements

	Statements of Assets and Liabilities as of September 30, 2022 (Unaudited) and December 31, 2021	3

	Statements of Operations for the three and nine months ended September 30, 2022 (Unaudited) and September 30, 2021 (Unaudited)	4

	Statements of Changes in Net Assets for the three and nine months ended September 30, 2022 (Unaudited) and September 30, 2021 (Unaudited)	5

	Statements of Cash Flows for the nine months ended September 30, 2022 (Unaudited) and September 30, 2021 (Unaudited)	6

	Schedules of Investments as of September 30, 2022 (Unaudited) and December 31, 2021	7

	Notes to Financial Statements (Unaudited)	18

	Schedule of Restricted Securities of Unaffiliated Issuers as of September 30, 2022 (Unaudited) and December 31, 2021	31

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44

Item 4.	Controls and Procedures	45

Part II.	Other Information

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 3.	Defaults upon Senior Securities	47

Item 4.	Mine Safety Disclosures	47

Item 5.	Other Information	48

Item 6.	Exhibits	48

BlackRock Direct Lending Corp.

Statements of Assets and Liabilities


	September 30, 2022		December 31, 2021
Assets	(unaudited)
Investments, at fair value:
Non-controlled, non-affiliated investments (cost of $197,160,469 and $114,888,752, respectively)	$	194,682,639	$	116,529,036
Total investments (cost of $197,160,469 and $114,888,752, respectively)		194,682,639		116,529,036

Cash and cash equivalents		5,877,271		1,957,486
Interest receivable		1,219,443		809,137
Deferred debt issuance costs		219,790		451,461
Deferred offering costs		133,811		196,256
Prepaid expenses and other assets		189,360		98,285
Total assets		202,322,314		120,041,661

Liabilities
Debt (net of deferred issuance costs of $15,304 and $15,709, respectively)		50,094,696		22,094,291
Management fees payable		358,236		—
Reimbursements due to the Advisor		270,385		142,784
Interest and debt related payables		143,276		73,441
Incentive fees payable (Note 3)		—		304,622
Accrued capital gains incentive fees (Note 3)		—		165,778
Payable for investments purchased		—		10,366,640
Accrued expenses and other liabilities		426,299		291,747
Total liabilities		51,292,892		33,439,303

Commitments and contingencies (Note 5)

Net assets	$	151,029,422	$	86,602,358

Composition of net assets applicable to common stockholders
Common stock, $0.001 par value; 300,000,000 shares authorized, 14,578,998 and 8,371,979 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	$	14,579	$	8,372
Paid-in capital in excess of par		150,231,679		85,083,664
Distributable earnings		783,164		1,510,322
Total net assets		151,029,422		86,602,358
Total liabilities and net assets	$	202,322,314	$	120,041,661

Net assets per share	$	10.36	$	10.34

See accompanying notes to the financial statements.

BlackRock Direct Lending Corp.

Statements of Operations (Unaudited)


	Three Months Ended September 30,					Nine Months Ended September 30,
Investment income	2022			2021		2022			2021
Interest income (excluding PIK):
Non-controlled, non-affiliated investments	$	4,521,415		$	1,499,951	$	10,135,998		$	2,465,205
PIK income:
Non-controlled, non-affiliated investments		—			11,554		148,344			11,554
Other income:
Non-controlled, non-affiliated investments		109,630			—		154,719			30,000
Total investment income		4,631,045			1,511,505		10,439,061			2,506,759

Operating expenses
Interest and other debt expenses		564,184			150,690		1,236,229			171,594
Management fees		358,236			124,250		935,864			174,392
Professional fees		94,765			127,190		293,123			326,068
Administrative expenses		84,796			87,554		286,181			281,760
Director fees		40,000			45,926		121,000			133,426
Custody and transfer agent fees		14,609			7,277		38,128			28,417
Insurance expense		6,896			6,065		20,464			18,336
Incentive fees earned		—			—		201,710			—
Incentive fees on capital gains (1)		—			—		(165,778	)		—
Other operating expenses		80,628			42,296		183,510			56,285
Total operating expenses		1,244,114			591,248		3,150,431			1,190,278

Net investment income		3,386,931			920,257		7,288,630			1,316,481

Realized and unrealized gain (loss)
Net realized gain (loss):
Non-controlled, non-affiliated investments		—			5,920		4,041			5,920
Change in net unrealized appreciation (depreciation)
Non-controlled, non-affiliated investments		(1,108,735	)		1,177,721		(4,118,114	)		1,735,167
Net realized and unrealized gain (loss)		(1,108,735	)		1,183,641		(4,114,073	)		1,741,087

Net increase (decrease) in net assets from operations	$	2,278,196		$	2,103,898	$	3,174,557		$	3,057,568

Earnings per share (2)	$	0.18		$	0.35	$	0.31		$	0.58

Basic and diluted weighted average shares outstanding		13,174,056			5,996,102		10,894,171			4,712,791

(1)

Net investment income and per share amounts displayed above are net of the accrual for incentive fees on capital gains which is reflected on a hypothetical liquidation basis in accordance with Generally Accepted Accounting Principles (“GAAP”) for the three and nine months ended September 30, 2022 (see Note 3).

(2)

Computed based on the actual number of shares outstanding and capital activity during the time periods such earnings occurred.

See accompanying notes to the financial statements.

BlackRock Direct Lending Corp.

Statements of Changes in Net Assets (Unaudited)


	Common Stock				Paid in Capital in			Distributable			Total
	Shares		Par Amount		Excess of Par			Earnings (Loss)			Net Assets
Balance at December 31, 2020		3,010,000	$	3,010	$	29,954,394		$	(95,482	)	$	29,861,922
Issuance of common stock		1,500,858		1,501		15,048,499		—				15,050,000
Offering costs charged to paid-in capital	—		—			(11,399	)	—				(11,399	)
Net investment income	—		—		—				98,398			98,398
Net realized and unrealized gain (loss)	—		—		—				188,445			188,445
Balance at March 31, 2021		4,510,858	$	4,511	$	44,991,494		$	191,361		$	45,187,366

Issuance of common stock		1,485,244		1,485		15,048,515		—				15,050,000
Offering costs charged to paid-in capital	—		—			(19,327	)	—				(19,327	)
Net investment income	—		—		—				297,826			297,826
Net realized and unrealized gain (loss)	—		—		—				369,001			369,001
Dividends paid to common shareholders	—		—		—				—			—
Balance at June 30, 2021		5,996,102	$	5,996	$	60,020,682		$	858,188		$	60,884,866
Net investment income	—		—		—				920,257			920,257
Net realized and unrealized gain (loss)	—		—		—				1,183,641			1,183,641
Dividends paid to common shareholders	—		—		—				(209,983	)		(209,983	)
Balance at September 30, 2021		5,996,102	$	5,996	$	60,020,682		$	2,752,103		$	62,778,781


	Common Stock				Paid in Capital in			Distributable			Total
	Shares		Par Amount		Excess of Par			Earnings (Loss)			Net Assets
Balance at December 31, 2021		8,371,979	$	8,372	$	85,083,664		$	1,510,322		$	86,602,358
Net investment income	—		—		—				1,403,289			1,403,289
Net realized and unrealized gain (loss)	—		—		—				(275,229	)		(275,229	)
Balance at March 31, 2022		8,371,979	$	8,372	$	85,083,664		$	2,638,382		$	87,730,418

Issuance of common stock		3,334,694		3,335		35,113,332		—				35,116,667
Offering costs charged to paid-in capital	—		—			(35,683	)	—				(35,683	)
Net investment income	—		—		—				2,498,410			2,498,410
Net realized and unrealized gain (loss)	—		—		—				(2,730,109	)		(2,730,109	)
Dividends paid to common shareholders	—		—		—				(1,401,289	)		(1,401,289	)
Balance at June 30, 2022		11,706,673	$	11,707	$	120,161,313		$	1,005,394		$	121,178,414


Issuance of common stock		2,872,325		2,872		30,097,128		—				30,100,000
Offering costs charged to paid-in capital	—		—			(26,762	)	—				(26,762	)
Net investment income	—		—		—				3,386,931			3,386,931
Net realized and unrealized gain (loss)	—		—		—				(1,108,735	)		(1,108,735	)
Dividends paid to common shareholders	—		—		—				(2,500,426	)		(2,500,426	)
Balance at September 30, 2022		14,578,998	$	14,579	$	150,231,679		$	783,164		$	151,029,422

See accompanying notes to the financial statements.

BlackRock Direct Lending Corp.

Statements of Cash Flows (Unaudited)


	For the Nine Months Ended September 30,
	2022			2021
Operating activities
Net increase (decrease) in net assets resulting from operations	$	3,174,557		$	3,057,568
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized (gain) loss		(4,041	)		(5,920	)
Change in net unrealized (appreciation)/depreciation of investments		4,118,114			(1,735,167	)
Net amortization of investment discounts and premiums		(699,025	)		(103,927	)
Amortization of deferred debt issuance costs		232,076			64,552
Interest and dividend income paid in kind		(148,344	)		(11,554	)
Changes in assets and liabilities:
Purchases of investments		(90,895,904	)		(80,892,586	)
Proceeds from disposition of investments		9,475,597			1,407,478
Decrease (increase) in interest receivable		(410,306	)		(463,854	)
Decrease (increase) in prepaid expenses and other assets		(91,075	)		(30,060	)
Increase (decrease) in management fees payable		358,236			124,250
Increase (decrease) in reimbursements due to the Advisor		127,601			(37,898	)
Increase (decrease) in interest and debt related payables		69,835			56,068
Increase (decrease) in incentive fees payable		(304,622	)		—
Increase (decrease) in accrued capital gains incentive fees		(165,778	)		—
Increase (decrease) in payable for investments purchased		(10,366,640	)		3,657,712
Increase (decrease) in accrued expenses and other liabilities		134,552			384,947
Net cash provided by (used in) operating activities		(85,395,167	)		(74,528,391	)

Financing activities
Draws on credit facilities		90,000,000			50,000,000
Repayments on credit facilities		(62,000,000	)		(25,000,000	)
Proceeds from shares of common stock sold		65,216,667			30,100,000
Payments of debt issuance costs		—			(445,379	)
Payments of equity offering costs		—			(267,620	)
Dividends paid to shareholders		(3,901,715	)		(209,983	)
Net cash provided by (used in) financing activities		89,314,952			54,177,018

Net increase (decrease) in cash and cash equivalents (including restricted cash)		3,919,785			(20,351,373	)
Cash and cash equivalents (including restricted cash) at beginning of period		1,957,486			30,193,016
Cash and cash equivalents (including restricted cash) at end of period	$	5,877,271		$	9,841,643

Supplemental cash flow information
Interest payments	$	934,318		$	50,972

See accompanying notes to the financial statements.

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited)

September 30, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (A)
Automobiles
ALCV Purchaser, Inc. (AutoLenders)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.75	%		9.75	%	4/15/2026	$	921,061	$	910,999		$	921,061			0.46	%	F
ALCV Purchaser, Inc. (AutoLenders)	Sr Secured Revolver	LIBOR(Q)		1.00	%		6.75	%		9.80	%	4/15/2026	$	92,635		91,643			92,635			0.05	%	F
																1,002,642			1,013,696			0.51	%
Aerospace & Defense
Sailpoint Technologies Holdings, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.25	%		9.10	%	8/16/2029	$	1,632,483		1,600,025			1,599,833			0.80	%	F
Sailpoint Technologies Holdings, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.25	%		9.10	%	8/16/2028	$	-		(2,595	)		(2,650	)		0.00	%	E/F
																1,597,430			1,597,183			0.80	%
Beverages
JP Intermediate B, LLC (Juice Plus)	First Lien Term Loan	LIBOR(Q)		1.00	%		5.50	%		8.31	%	11/20/2025	$	1,923,514		1,795,678			1,461,390			0.73	%

Building Products
Porcelain Acquisition Corporation (Paramount)	First Lien Term Loan	LIBOR(Q)		1.00	%		5.75	%		9.42	%	4/30/2027	$	865,091		850,940			874,607			0.44	%	F
Porcelain Acquisition Corporation (Paramount)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		5.75	%		9.42	%	4/30/2027	$	135,161		133,022			136,648			0.07	%	F
																983,962			1,011,255			0.51	%
Capital Markets
GC Champion Acquisition LLC	First Lien Term Loan	SOFR(M)		1.00	%		6.75	%		9.77	%	8/19/2028	$	2,838,198		2,781,987			2,781,434			1.39	%	F
GC Champion Acquisition LLC	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		6.75	%		9.77	%	8/19/2028	$	-		(15,465	)		(15,768	)		(0.01	)%	E/F
																2,766,522			2,765,666			1.38	%
Commercial Services & Supplies
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Term Loan	LIBOR(Q)		0.75	%		7.25	%		10.32	%	8/31/2029	$	1,076,305		1,061,688			1,020,337			0.51	%	F
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		7.25	%		10.32	%	8/31/2029	$	-		(1,194	)		(9,577	)		(0.00	)%	E/F
Pueblo Mechanical and Controls, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		8.78	%	8/23/2028	$	1,637,286		1,596,787			1,597,663			0.80	%	F
Pueblo Mechanical and Controls, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		8.78	%	8/23/2028	$	-		(27,740	)		(27,326	)		(0.01	)%	E/F
Pueblo Mechanical and Controls, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.00	%		8.78	%	8/23/2027	$	-		(6,496	)		(6,422	)		0.00	%	E/F
																2,623,045			2,574,675			1.30	%
Construction & Engineering
CSG Buyer, Inc. (Core States)	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		8.34	%	3/31/2028	$	1,303,598		1,277,526			1,274,919			0.64	%	F
CSG Buyer, Inc. (Core States)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.00	%		8.34	%	3/31/2028	$	-		(8,521	)		(9,373	)		(0.00	)%	E/F
CSG Buyer, Inc. (Core States)	Sr Secured Revolver	SOFR(M)		1.00	%		6.00	%		9.05	%	3/31/2028	$	85,213		80,952			80,526			0.04	%	F
Homerenew Buyer, Inc. (Project Dream)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		10.20	%	8/10/2027	$	1,417,530		1,386,543			1,372,169			0.68	%	F
Homerenew Buyer, Inc. (Project Dream)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.50	%		10.69	%	8/10/2027	$	1,949,985		1,898,611			1,866,363			0.93	%	F
Homerenew Buyer, Inc. (Project Dream)	Sr Secured Revolver	SOFR(M)		1.00	%		6.50	%		9.68	%	11/23/2027	$	55,729		45,893			40,444			0.02	%	F
Sunland Asphalt & Construction, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		6.00	%		8.88	%	1/13/2026	$	995,721		981,985			971,823			0.48	%	F
Sunland Asphalt & Construction, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		6.00	%		8.88	%	1/13/2026	$	334,811		330,136			326,776			0.16	%	F
																5,993,125			5,923,646			2.95	%
Consumer Finance
Freedom Financial Network Funding, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		9.00	%		12.62	%	9/21/2027	$	2,983,631		2,909,159			2,909,041			1.45	%	F
Freedom Financial Network Funding, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		9.00	%		12.62	%	9/21/2027	$	-		(24,795	)		(24,864	)		(0.01	)%	E/F
																2,884,364			2,884,177			1.44	%
Construction & Material
AHF Parent Holding, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		8.57	%	2/1/2028	$	2,430,003		2,384,557			2,284,203			1.14	%	D

Containers & Packaging
BW Holding, Inc. (Brook & Whittle)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.50	%		10.55	%	12/14/2029	$	1,653,888		1,618,730			1,551,347			0.77	%	F
BW Holding, Inc. (Brook & Whittle)	Second Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		7.50	%		10.55	%	12/14/2029	$	153,411		150,198			143,899			0.07	%	F
																1,768,928			1,695,246			0.85	%
Distributors
Colony Display, LLC	First Lien Term Loan	SOFR(S)		1.00	%	7.50% Cash + 2.00% PIK				13.91	%	6/30/2026	$	968,263		953,229			937,278			0.47	%	F

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

September 30, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Diversified Consumer Services
Elevate Brands OpCo, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		8.50	%		11.63	%	3/15/2027	$	3,131,544	$	3,080,405		$	2,987,493			1.49	%	F
Razor Group GmbH (Germany)	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		9.00	%		12.60	%	9/30/2025	$	4,000,000		4,030,503			3,988,000			1.99	%	B/F
Razor Group GmbH (Germany)	First Lien Sr Secured Convertible Term Loan	Fixed		-		3.50% Cash + 3.50% PIK				7.00	%	10/2/2023	$	552,216		552,216			910,053			0.45	%	B/F
SellerX Germany Gmbh & Co. Kg (Germany)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		8.00	%		11.67	%	11/23/2025	$	1,038,843		1,018,693			981,343			0.49	%	B/F
Fusion Holding Corp. (Finalsite)	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		9.46	%	9/15/2027	$	-		(7,602	)		(7,670	)		0.00	%	E/F
Fusion Holding Corp. (Finalsite)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		9.46	%	9/17/2029	$	4,175,771		4,082,391			4,081,816			2.04	%	F
Whele, LLC (Perch)	First Lien Incremental Term Loan	LIBOR(S)		1.00	%		8.50	%		12.16	%	10/15/2025	$	2,687,893		2,703,997			2,521,243			1.26	%	F
																15,460,603			15,462,278			7.72	%
Diversified Financial Services
2-10 Holdco, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		9.13	%	3/26/2026	$	2,623,181		2,598,903			2,602,983			1.30	%	F
2-10 Holdco, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.00	%		9.13	%	3/26/2026	$	-		-			(734	)		0.00	%	E/F
GC Agile Holdings Limited (Apex) (United Kingdom)	Second Lien Term Loan	LIBOR(Q)		0.50	%		6.75	%		10.42	%	6/15/2026	$	1,250,000		1,238,883			1,235,125			0.62	%	B/F
Accordion Partners LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.25	%		9.80	%	8/29/2029	$	-		(16,922	)		(20,307	)		(0.01	)%	E/F
Accordion Partners LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		9.80	%	8/31/2028	$	-		(7,414	)		(9,025	)		0.00	%	E/F
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		9.80	%	8/29/2029	$	3,827,398		3,742,224			3,724,058			1.86	%	F
Apex Group Treasury LLC	Second Lien Incremental Term Loan	LIBOR(Q)		0.50	%		6.75	%		10.42	%	7/27/2029	$	1,761,100		1,726,062			1,740,143			0.87	%	C/F
GC Waves Holdings, Inc. (Mercer)	First Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%		5.50	%		8.62	%	8/13/2026	$	461,822		452,294			448,131			0.22	%	F
Foreside Financial Group, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		5.50	%		8.62	%	9/30/2027	$	585,413		574,172			569,022			0.28	%	F
Foreside Financial Group, LLC	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		5.50	%		8.02	%	9/30/2027	$	5,742		3,357			2,169			0.00	%	F
Foreside Financial Group, LLC	Sr Secured Revolver	SOFR(M)		1.00	%		5.50	%		8.62	%	9/30/2027	$	-		(715	)		(1,072	)		0.00	%	E/F
Oasis Financial, LLC	Second Lien Term Loan	LIBOR(M)		1.00	%		8.50	%		11.49	%	7/5/2026	$	2,723,829		2,683,464			2,669,352			1.33	%	F
Wealth Enhancement Group, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.00	%		9.96	%	10/4/2027	$	231,675		218,200			184,715			0.09	%	F
Wealth Enhancement Group, LLC	Sr Secured Revolver	SOFR(S)		1.00	%		6.00	%		9.96	%	10/4/2027	$	-		(773	)		(2,678	)		0.00	%	E/F
Wharf Street Rating Acquisition LLC (KBRA)	First Lien Term Loan	LIBOR(Q)		0.75	%		5.75	%		8.87	%	12/10/2027	$	2,636,927		2,589,856			2,560,192			1.28	%	F
Wharf Street Rating Acquisition LLC (KBRA)	Sr Secured Revolver	LIBOR(Q)		0.75	%		5.75	%		8.87	%	12/10/2027	$	-		(4,604	)		(7,731	)		(0.00	)%	E/F
Worldremit Group Limited (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	LIBOR(Q)		1.00	%		9.25	%		12.34	%	2/11/2025	$	4,000,000		3,947,603			3,932,000			1.96	%	B/F/I
																19,744,590			19,626,343			9.80	%
Diversified Telecommunication Services
MetroNet Systems Holdings, LLC	Second Lien Term Loan	LIBOR(M)		0.75	%		7.00	%		10.12	%	6/2/2029	$	561,180		553,881			556,410			0.28	%	F
MetroNet Systems Holdings, LLC	Second Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%		7.00	%		10.12	%	6/2/2029	$	1,155,370		1,135,253			1,145,550			0.57	%	F
																1,689,134			1,701,960			0.85	%
Health Care Equipment & Supplies
Touchstone Acquisition, Inc. (Team Technologies)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.00	%		9.12	%	12/29/2028	$	1,797,627		1,764,410			1,743,878			0.87	%	F

Health Care Providers & Services
CBI-Gator Acquisition, LLC	First Lien Term Loan	LIBOR(Q)		0.75	%		5.75	%		8.63	%	10/25/2027	$	1,774,325		1,743,382			1,685,609			0.84	%	F
CBI-Gator Acquisition, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		5.75	%		7.73	%	10/25/2027	$	-		(5,771	)		(17,063	)		(0.01	)%	E/F
CBI-Gator Acquisition, LLC	Sr Secured Revolver	LIBOR(Q)		0.75	%		5.75	%		7.73	%	10/25/2027	$	181,832		179,135			172,740			0.09	%	F
Opco Borrower, LLC (Giving Home Health Care)	Sr Secured Revolver	SOFR(M)		1.00	%		6.50	%		9.57	%	8/19/2027	$	93,070		90,782			90,836			0.05	%	F
Opco Borrower, LLC (Giving Home Health Care)	First Lien Term Loan	SOFR(M)		1.00	%		6.50	%		9.57	%	8/19/2027	$	2,559,413		2,534,000			2,534,842			1.26	%	F
INH Buyer, Inc. (IMS Health)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		9.67	%	6/28/2028	$	3,564,000		3,501,700			2,861,892			1.43	%	F
PHC Buyer, LLC (Patriot Home Care)	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		8.65	%	5/4/2028	$	1,515,801		1,486,715			1,480,937			0.74	%	F
PHC Buyer, LLC (Patriot Home Care)	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.00	%		8.65	%	5/4/2028	$	-		(10,772	)		(13,281	)		(0.01	)%	E/F
																9,519,171			8,796,511			4.39	%

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

September 30, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Health Care Technology
Appriss Health, LLC (PatientPing)	First Lien Term Loan	LIBOR(M)		1.00	%		7.25	%		9.93	%	5/6/2027	$	1,139,859	$	1,122,670		$	1,087,425			0.54	%	F
Appriss Health, LLC (PatientPing)	Sr Secured Revolver	LIBOR(M)		1.00	%		7.25	%		9.93	%	5/6/2027	$	-		(1,169	)		(3,500	)		0.00	%	E/F
ESO Solutions, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		10.56	%	5/3/2027	$	3,325,794		3,267,300			3,252,627			1.62	%	F
ESO Solutions, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		10.56	%	5/3/2027	$	-		(3,750	)		(5,380	)		0.00	%	E/F
Gainwell Acquisition Corp.	Second Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		10.29	%	10/2/2028	$	800,332		796,804			772,320			0.39	%	F
																5,181,855			5,103,492			2.55	%
Hotels, Restaurants & Leisure
Gympass US, LLC	First Lien Term Loan	SOFR(M)		1.00	%	3.00% Cash + 4.00% PIK				9.77	%	7/8/2027	$	757,970		750,553			754,180			0.38	%	F

Insurance
Alera Group, Inc.	First Lien Incremental Term Loan	SOFR(M)		0.75	%		6.60	%		9.63	%	10/2/2028	$	334,634		328,046			322,587			0.16	%	F
Alera Group, Inc.	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.60	%		9.63	%	10/2/2028	$	-		(13,198	)		(24,094	)		(0.01	)%	E/F
AmeriLife Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		5.75	%		8.83	%	8/31/2029	$	-		(10,818	)		(13,139	)		(0.01	)%	E/F
AmeriLife Holdings, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		5.75	%		8.83	%	8/31/2028	$	-		(5,398	)		(6,570	)		(0.00	)%	E/F
AmeriLife Holdings, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		8.83	%	8/31/2029	$	2,189,891		2,146,642			2,137,334			1.07	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.11	%		9.15	%	11/1/2028	$	2,130,386		2,101,918			2,064,344			1.03	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		9.15	%	11/1/2028	$	363,143		357,886			353,701			0.18	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	LIBOR(M)		0.80	%		6.00	%		9.12	%	11/1/2027	$	591,774		584,169			573,429			0.29	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.00	%		9.12	%	11/1/2028	$	699,352		686,345			675,734			0.34	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.00	%		9.15	%	11/1/2027	$	-		(1,264	)		(3,081	)		0.00	%	E/F
																6,174,328			6,080,245			3.05	%
Internet Software & Services
Astra Acquisition Corp. (Anthology)	Second Lien Term Loan	LIBOR(M)		0.75	%		8.88	%		11.99	%	10/25/2029	$	2,853,861		2,800,840			2,625,552			1.31	%	F
Anaconda, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.50	%		10.58	%	8/22/2027	$	843,157		834,769			837,254			0.42	%	F
Civic Plus, LLC	First Lien Term Loan	LIBOR(Q)		0.75	%		6.00	%		8.43	%	8/25/2027	$	516,258		507,371			506,604			0.25	%	F
Civic Plus, LLC	First Lien Term Loan	LIBOR(Q)		0.75	%		11.75	%		14.38	%	8/25/2027	$	436,519		428,154			428,356			0.21	%	F
Civic Plus, LLC	First Lien Delay Draw Term Loan	LIBOR(Q)		0.75	%		6.00	%		8.70	%	8/25/2027	$	241,996		237,962			237,470			0.12	%	F
Civic Plus, LLC	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.00	%		7.51	%	8/25/2027	$	-		(792	)		(905	)		0.00	%	E/F
Civic Plus, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.00	%		7.51	%	8/25/2027	$	-		(836	)		(816	)		0.00	%	E/F
InMoment, Inc.	First Lien Term Loan	SOFR(M)		0.75	%	5.50% cash + 2.00% PIK				10.16	%	6/8/2028	$	4,539,774		4,452,398			4,450,341			2.22	%	F
Magenta Buyer, LLC (McAfee)	Second Lien Term Loan	LIBOR(M)		0.75	%		8.25	%		11.37	%	7/27/2029	$	3,000,000		2,962,024			2,769,990			1.38	%
Pluralsight, Inc.	First Lien Incremental Term Loan	LIBOR(M)		1.00	%		8.00	%		10.68	%	4/6/2027	$	1,020,610		1,003,787			998,157			0.50	%	F
Reveal Data Corporation et al	First Lien Term Loan	SOFR(M)		1.00	%		6.50	%		9.19	%	3/9/2028	$	1,025,904		1,002,161			1,001,282			0.50	%	F
Suited Connector, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		6.00	%		8.56	%	12/1/2027	$	1,351,636		1,327,596			1,174,572			0.59	%	F
Suited Connector, LLC	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		6.00	%		8.56	%	12/1/2027	$	-		(5,657	)		(42,964	)		(0.02	)%	E/F
Suited Connector, LLC	Sr Secured Revolver	LIBOR(Q)		1.00	%		6.00	%		8.46	%	12/1/2027	$	218,645		214,778			190,002			0.09	%	F
Tahoe Finco, LLC (Talend)	First Lien Term Loan	LIBOR(M)		0.75	%		6.00	%		8.68	%	10/1/2028	$	4,481,637		4,402,320			4,371,837			2.18	%	F
Tahoe Finco, LLC (Talend)	Sr Secured Revolver	LIBOR(M)		0.75	%		6.00	%		8.68	%	10/1/2027	$	-		(5,770	)		(8,470	)		(0.00	)%	E/F
																20,161,105			19,538,262			9.75	%
IT Services
Ensono, Inc.	Second Lien Term Loan B	LIBOR(M)		-			8.00	%		11.12	%	5/28/2029	$	3,000,000		2,974,375			2,781,000			1.39	%	F
Idera, Inc.	Second Lien Term Loan	LIBOR(M)		0.75	%		6.75	%		9.32	%	3/2/2029	$	1,137,871		1,130,693			1,035,463			0.52	%	F
																4,105,068			3,816,463			1.91	%

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

September 30, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Leisure Products
Peloton Interactive, Inc.	First Lien Term Loan	SOFR(S)		0.50	%		6.50	%		8.35	%	5/25/2027	$	1,051,250	$	1,014,282		$	1,029,242			0.51	%	D

Media
Kid Distro Holdings, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		5.75	%		8.63	%	10/1/2027	$	827,110		813,046			805,936			0.40	%	F
Kid Distro Holdings, LLC	Sr Secured Revolver	LIBOR(Q)		1.00	%		5.75	%		8.63	%	10/1/2027	$	-		(1,246	)		(1,901	)		0.00	%	E/F
NEP II, Inc.	Second Lien Term Loan	LIBOR(M)		-			7.00	%		10.12	%	10/19/2026	$	130,856		122,971			117,443			0.06	%
Streamland Media Midco LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		9.59	%	8/31/2023	$	3,432,654		3,374,655			3,360,568			1.68	%	F
Streamland Media Midco LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.75	%		9.59	%	8/31/2023	$	-		(18,231	)		(22,764	)		(0.01	)%	E/F
Terraboost Media Operating Company, LLC	First Lien Term Loan	SOFR(M)		1.00	%		6.50	%		7.87	%	8/23/2026	$	1,442,470		1,416,848			1,389,098			0.69	%	F
																5,708,043			5,648,380			2.82	%
Paper & Forest Products
Alpine Acquisition Corp II (48Forty)	Sr Secured Revolver	PRIME		1.00	%		5.50	%		10.50	%	11/30/2026	$	186,219		179,161			175,338			0.09	%	F
Alpine Acquisition Corp II (48Forty)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.50	%		8.53	%	11/30/2026	$	265,627		258,467			254,763			0.13	%	F
Alpine Acquisition Corp II (48Forty)	First Lien Incremental Term Loan	SOFR(Q)		1.00	%		5.50	%		8.53	%	11/30/2026	$	3,975,224		3,889,573			3,812,943			1.90	%	F
																4,327,201			4,243,044			2.12	%
Professional Services
Cherry Bekaert Advisory, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		5.50	%		9.05	%	6/30/2028	$	931,488		913,450			913,696			0.46	%	F
Cherry Bekaert Advisory, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		5.50	%		9.05	%	6/30/2028	$	-		(7,305	)		(7,280	)		0.00	%	E/F
Cherry Bekaert Advisory, LLC	Sr Secured Revolver	SOFR(M)		0.75	%		5.50	%		8.56	%	6/30/2028	$	19,058		15,403			15,418			0.01	%	F
GI Consilio Parent, LLC	Second Lien Term Loan	LIBOR(M)		0.50	%		7.50	%		10.62	%	5/14/2029	$	3,000,000		2,975,374			2,823,000			1.41	%	F
DTI Holdco, Inc. (Epiq Systems, Inc.)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.75	%		10.33	%	4/26/2030	$	1,988,125		1,949,925			1,839,015			0.92	%	F
ICIMS, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.75	%		9.49	%	8/18/2028	$	4,391,188		4,315,111			4,314,342			2.15	%	F
ICIMS, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.75	%		9.49	%	8/18/2028	$	-		(20,009	)		(20,411	)		(0.01	)%	E/F
ICIMS, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.75	%		9.49	%	8/18/2028	$	-		(7,174	)		(7,319	)		0.00	%	E/F
JobandTalent USA, Inc. (United Kingdom)	First Lien Term Loan	SOFR(M)		1.00	%		8.75	%		11.88	%	2/17/2025	$	4,272,200		4,206,034			4,212,389			2.10	%	B/F/I
JobandTalent USA, Inc. (United Kingdom)	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		8.75	%		11.88	%	2/17/2025	$	1,750,000		1,726,357			1,725,500			0.86	%	B/F
Security Services Acquisition Sub Corp. (Protos)	First Lien Term Loan	LIBOR(M)		1.00	%		6.00	%		9.03	%	9/30/2026	$	1,456,621		1,447,665			1,432,150			0.71	%	F
VT TopCo, Inc. (Veritext)	Second Lien Term Loan	LIBOR(M)		0.75	%		6.75	%		9.87	%	8/4/2026	$	438,158		435,814			424,192			0.21	%	F
																17,950,645			17,664,692			8.82	%
Real Estate Management & Development
Greystone Affordable Housing Initiatives, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.25	%		6.00	%		9.05	%	3/2/2026	$	2,800,000		2,800,000			2,766,400			1.38	%	C/F
Greystone Select Company II, LLC (Passco)	First Lien Delayed Draw Term Loan	SOFR(M)		1.50	%		6.50	%		9.68	%	3/21/2027	$	-		(47,795	)		(50,710	)		(0.03	)%	E/F
Greystone Select Company II, LLC (Passco)	First Lien Term Loan	SOFR(M)		1.50	%		6.50	%		9.68	%	3/21/2027	$	1,847,720		1,813,021			1,812,614			0.90	%	F
																4,565,226			4,528,304			2.25	%
Road & Rail
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Term Loan	SOFR(S)		1.00	%		7.25	%		11.03	%	4/8/2025	$	5,000,000		4,944,244			4,970,000			2.35	%	F

Semiconductors & Semiconductor Equipment
Emerald Technologies (U.S.) AcquisitionCo, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		6.25	%		9.38	%	12/29/2027	$	758,781		744,845			730,327			0.36	%
Emerald Technologies (U.S.) AcquisitionCo, Inc.	Sr Secured Revolver	SOFR(M)		1.00	%		6.25	%		9.38	%	12/29/2026	$	-		(32,173	)		(18,438	)		(0.01	)%	E/F
																712,672			711,889			0.35	%

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

September 30, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Software
Aerospike, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		7.50	%		10.62	%	12/29/2025	$	958,030	$	950,179		$	946,629			0.47	%	F
AlphaSense, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		9.96	%	3/11/2027	$	3,443,467		3,410,580			3,411,099			1.70	%	F
Aras Corporation	First Lien Term Loan	LIBOR(Q)		1.00	%	3.25% Cash + 3.75% PIK				9.46	%	4/13/2027	$	1,746,289		1,721,179			1,700,885			0.85	%	F
Aras Corporation	Sr Secured Revolver	LIBOR(S)		1.00	%		6.50	%		9.50	%	4/13/2027	$	40,630		38,771			37,460			0.02	%	F
Backoffice Associates Holdings, LLC (Syniti)	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		10.48	%	4/30/2026	$	1,976,860		1,932,542			1,953,137			0.97	%	F
Backoffice Associates Holdings, LLC (Syniti)	Sr Secured Revolver	PRIME		-			6.75	%		13.00	%	4/30/2026	$	205,992		200,217			202,863			0.10	%	F
CyberGrants Holdings, LLC	First Lien Term Loan	LIBOR(Q)		0.75	%		6.25	%		9.92	%	9/8/2027	$	3,057,103		3,017,221			3,000,852			1.50	%	F
CyberGrants Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		6.25	%		9.92	%	9/8/2027	$	18,313		10,543			7,156			0.00	%	F
CyberGrants Holdings, LLC	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.25	%		9.92	%	9/8/2027	$	153,084		149,921			148,467			0.07	%	F
Grey Orange Incorporated	First Lien Term Loan (3.75% Exit Fee)	SOFR(S)		1.00	%		7.25	%		9.31	%	5/6/2026	$	611,185		601,993			603,362			0.30	%	F/I
Grey Orange Incorporated	First Lien Delayed Draw Term Loan (3.75% Exit Fee)	SOFR(S)		1.00	%		7.25	%		9.31	%	5/6/2026	$	-		(5,496	)		(7,823	)		(0.00	)%	E/F/I
Fusion Risk Management, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		9.41	%	8/30/2028	$	-		(8,504	)		(9,827	)		0.00	%	E/F
Fusion Risk Management, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		9.41	%	8/30/2028	$	3,779,611		3,695,401			3,681,341			1.84	%	F
GTY Technology Holdings Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				10.43	%	7/9/2029	$	-		(26,767	)		(26,631	)		(0.01	)%	E/F
GTY Technology Holdings Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				10.43	%	7/9/2029	$	-		(6,177	)		(6,146	)		0.00	%	E/F
GTY Technology Holdings Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				10.43	%	7/9/2029	$	1,769,090		1,735,315			1,734,947			0.87	%	F
JOBVITE, Inc.	First Lien Last-Out Term Loan	SOFR(S)		0.75	%		8.00	%		10.93	%	8/5/2028	$	2,796,125		2,727,949			2,728,739			1.36	%	F
Howlco, LLC, (Lone Wolf)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		8.96	%	10/23/2026	$	738,760		732,818			716,449			0.36	%	F
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Term Loan	LIBOR(M)		1.00	%	3.00% Cash + 3.00% PIK				8.99	%	12/17/2027	$	2,893,512		2,842,198			2,833,038			1.41	%	F
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%	3.00% Cash + 3.00% PIK				8.99	%	12/17/2027	$	-		(8,730	)		(10,489	)		(0.01	)%	E/F
Integrate.com, Inc. (Infinity Data, Inc.)	Sr Secured Revolver	LIBOR(M)		1.00	%		6.00	%		8.99	%	12/17/2027	$	-		(4,365	)		(5,244	)		0.00	%	E/F
Kaseya, Inc.	First Lien Term Loan	SOFR(S)		0.75	%		5.75	%		8.29	%	6/25/2029	$	3,448,180		3,397,380			3,406,802			1.70	%	F
Kaseya, Inc.	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		5.75	%		8.29	%	6/25/2029	$	-		(3,040	)		(2,529	)		0.00	%	E/F
Kaseya, Inc.	Sr Secured Revolver	SOFR(S)		0.75	%		5.75	%		8.29	%	6/25/2029	$	-		(3,040	)		(2,529	)		0.00	%	E/F
Lightspeed Solutions, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.00	%		9.04	%	3/1/2028	$	-		(13,273	)		(17,332	)		(0.01	)%	E/F
Lightspeed Solutions, LLC	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		9.04	%	3/1/2028	$	2,276,685		2,234,569			2,222,956			1.11	%	F
Nvest, Inc. (SigFig)	First Lien Term Loan	SOFR(S)		1.00	%		7.50	%		11.49	%	9/15/2025	$	932,814		918,938			918,541			0.46	%	F
Oak Purchaser, Inc. (DaySmart)	First Lien Term Loan	SOFR(Q)		0.75	%		5.50	%		7.55	%	4/28/2028	$	650,015		643,515			633,115			0.32	%	F/I
Oak Purchaser, Inc. (DaySmart)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		5.50	%		9.48	%	4/28/2028	$	145,603		141,270			134,336			0.07	%	F/I
Oak Purchaser, Inc. (DaySmart)	Sr Secured Revolver	SOFR(Q)		0.75	%		5.50	%		7.55	%	4/28/2028	$	-		(867	)		(2,253	)		0.00	%	E/F/I
Oversight Systems, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		7.00	%		10.12	%	9/24/2026	$	616,281		606,195			596,314			0.30	%	F
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Term Loan	LIBOR(Q)		1.00	%	4.50% Cash + 3.00% PIK				11.19	%	3/31/2027	$	1,496,404		1,472,979			1,479,943			0.74	%	B/F
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	Sr Secured Revolver	LIBOR(Q)		1.00	%	4.50% Cash + 3.00% PIK				11.19	%	3/31/2027	$	-		(2,443	)		(1,788	)		0.00	%	B/E/F
Smarsh, Inc.	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		6.50	%		10.05	%	2/19/2029	$	-		(8,932	)		(17,623	)		(0.01	)%	E/F
Smarsh, Inc.	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.50	%		10.05	%	2/19/2029	$	-		(2,233	)		(4,406	)		0.00	%	E/F
Smarsh, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		10.05	%	2/19/2029	$	1,958,057		1,921,821			1,887,567			0.94	%	F
Thunder Purchaser, Inc. (Vector Solutions)	First Lien Term Loan	EURIBOR		1.00	%		5.75	%		9.42	%	6/30/2028	$	2,713,340		2,666,509			2,573,603			1.28	%	F
Thunder Purchaser, Inc. (Vector Solutions)	First Lien Delayed Draw Term Loan	EURIBOR		1.00	%		5.75	%		9.42	%	6/30/2028	$	743,834		731,029			705,527			0.35	%	F
Thunder Purchaser, Inc. (Vector Solutions)	Sr Secured Revolver	EURIBOR		1.00	%		5.75	%		9.42	%	6/30/2028	$	70,093		66,063			59,565			0.03	%	F
Zilliant Incorporated	First Lien Term Loan	LIBOR(S)		0.75	%	2.00% Cash + 4.50% PIK				9.25	%	12/21/2027	$	2,299,206		2,259,217			2,202,639			1.10	%	F
Zilliant Incorporated	First Lien Delayed Draw Term Loan	LIBOR(S)		0.75	%	2.00% Cash + 4.50% PIK				9.25	%	12/21/2027	$	-		(9,684	)		(23,333	)		(0.01	)%	E/F
Zilliant Incorporated	Sr Secured Revolver	LIBOR(S)		0.75	%		6.00	%		8.75	%	12/21/2027	$	-		(3,874	)		(9,334	)		0.00	%	E/F
																40,718,887			40,380,045			20.17	%

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

September 30, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity/ Expiration	Principal/ Shares		Cost			Fair Value			% of Total Cash and Investments			Notes
Specialty Retail
Hanna Andersson, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		6.25	%		8.76	%	7/2/2026	$	2,960,698	$	2,913,812		$	2,898,523			1.45	%	F
Supergoop, LLC	First Lien Term Loan	LIBOR(M)		0.75	%		5.75	%		8.87	%	12/29/2028	$	537,933		528,038			530,545			0.26	%	F
Supergoop, LLC	Sr Secured Revolver	LIBOR(M)		0.75	%		5.75	%		8.87	%	12/29/2028	$	-		(1,451	)		(995	)		0.00	%	E/F
																3,440,399			3,428,073			1.71	%
Technology Hardware, Storage & Peripherals
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.00	%		10.64	%	2/17/2026	$	94,286		92,688			91,269			0.05	%	B/F

Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.25	%		9.92	%	9/17/2026	$	4,471,484		4,378,681			4,356,566			2.17	%	B/F

Total Debt Investments - 128.3% of Net Assets																197,157,266			193,823,531			96.65	%
Equity Securities
Diversified Consumer Services
Elevate Brands Holdco, Inc.	Warrants to Purchase Common Stock											3/14/2032		26,332		-			23,969			0.01	%	F/G/H
Elevate Brands Holdco, Inc.	Warrants to Purchase Preferred Stock											3/14/2032		13,166		-			16,549			0.01	%	F/G/H
PerchHQ, LLC	Warrants to Purchase Common Stock											10/15/2027		18,636		-			128,360			0.06	%	F/G/H
Razor Group GmbH (Germany)	Warrants to Purchase Preferred Series A1 Shares											4/28/2028		61		-			606,169			0.30	%	B/F/G/H
MXP Prime Platform GmbH (SellerX) (Germany)	Warrants to Purchase Preferred Series B Shares											11/23/2028		8		-			14,266			0.01	%	B/F/G/H
																-			789,313			0.38	%
Diversified Financial Services
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series D Stock											2/11/2031		2,394		-			63,561			0.03	%	B/F/G/H
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series E Stock											8/27/2031		299		-			3,349			0.00	%	B/F/G/H
																-			66,910			0.03	%
Software
Grey Orange International Inc.	Warrants to Purchase Common Stock											5/6/2032		32,515		3,203			2,885			0.00	%	F/G/H

Total Equity Securities - 0.6% of Net Assets																3,203			859,108			0.42	%

Total Investments - 128.9% of Net Assets																197,160,469			194,682,639			97.07	%

Cash and Cash Equivalents - 3.9% of Net Assets																			5,877,271			2.93	%

Total Cash and Investments - 132.8% of Net Assets																			200,559,910			100.00	%

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

September 30, 2022

Notes to Schedule of Investments:

(A) Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933 (the “Securities Act”). Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

(B) Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940 (the “1940 Act”). Under the 1940 Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(C) Deemed an investment company under Section 3(c) of the 1940 Act and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(D) Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(E) Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.

(F) Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.

(G) Restricted security. (See Note 2)

(H) Non-income producing investment.

(I) In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.

LIBOR or SOFR resets monthly (M), quarterly (Q) or semiannually (S).

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $91,044,248 and $9,475,597 respectively, for the nine months ended September 30, 2022. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of September 30, 2022 was $194,682,639 or 97.1% of total cash and investments of the Company. As of September 30, 2022, approximately 15.6% of the total assets of the Company were non-qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the financial statements.

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited)

December 31, 2021


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (A)
Automobiles
ALCV Purchaser, Inc. (AutoLenders)	First Lien Term Loan	LIBOR(M)		1.00	%		6.75	%		7.75	%	2/25/2026	$	1,111,625	$	1,096,822		$	1,136,192			0.96	%	E
ALCV Purchaser, Inc. (AutoLenders)	First Lien Revolver	LIBOR(M)		1.00	%		6.75	%		7.75	%	2/25/2026	$	-		(1,192	)		-			0.00	%	D/E
																1,095,630			1,136,192			0.96	%
Beverages
JP Intermediate B, LLC (Juice Plus)	First Lien Term Loan	LIBOR(Q)		1.00	%		5.50	%		6.50	%	11/20/2025	$	2,020,379		1,859,153			1,884,003			1.59	%

Building Products
Porcelain Acquisition Corporation (Paramount)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	4/30/2027	$	871,662		855,419			873,405			0.74	%	E
Porcelain Acquisition Corporation (Paramount)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	4/30/2027	$	-		(6,680	)		751			0.00	%	D/E
																848,739			874,156			0.74	%
Commercial Services & Supplies
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Term Loan	LIBOR(M)		0.75	%		7.25	%		8.00	%	8/31/2029	$	1,076,305		1,060,778			1,068,771			0.90	%	E
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%		7.25	%		8.00	%	8/31/2029	$	-		(1,324	)		(1,289	)		0.00	%	D/E
																1,059,454			1,067,482			0.90	%
Construction & Engineering
Homerenew Buyer, Inc. (Project Dream)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.50	%		7.50	%	8/10/2027	$	1,264,230		1,233,078			1,231,359			1.06	%	E
Homerenew Buyer, Inc. (Project Dream)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		6.50	%		7.50	%	8/10/2027	$	-		(18,968	)		(20,095	)		(0.02	)%	D/E
Homerenew Buyer, Inc. (Project Dream)	Sr Secured Revolver	LIBOR(Q)		1.00	%		6.50	%		7.50	%	11/23/2027	$	-		(8,137	)		(8,612	)		(0.01	)%	D/E
PHRG Intermediate, LLC (Power Home)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.00	%		6.75	%	12/16/2026	$	4,516,650		4,403,734			4,471,484			3.77	%	E
Sunland Asphalt & Construction, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	1/13/2026	$	1,003,322		986,630			1,000,312			0.84	%	E
Sunland Asphalt & Construction, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	1/13/2026	$	337,367		331,542			335,728			0.28	%	E
																6,927,879			7,010,176			5.92	%
Containers & Packaging
BW Holding, Inc. (Brook & Whittle)	Second Lien Term Loan	LIBOR(Q)		0.75	%		7.50	%		8.25	%	12/14/2029	$	883,647		863,765			863,765			0.73	%	E
BW Holding, Inc. (Brook & Whittle)	Second Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		7.50	%		8.25	%	12/14/2029	$	-		(3,452	)		(3,452	)		0.00	%	D/E
																860,313			860,313			0.73	%
Distributors
Colony Display, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		6.50	%		7.50	%	6/30/2026	$	975,617		957,834			944,397			0.79	%	E
Colony Display, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		6.50	%		7.50	%	6/30/2026	$	-		(8,833	)		(15,688	)		(0.01	)%	D/E
																949,001			928,709			0.78	%
Diversified Consumer Services
Razor Group GmbH (Germany)	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		9.00	%		10.00	%	9/30/2025	$	4,000,000		4,033,904			3,992,000			3.37	%	B/E
Razor Group GmbH (Germany)	First Lien Sr Secured Convertible Term Loan	Fixed		-		3.50% Cash + 3.50% PIK				7.00	%	10/2/2023	$	537,968		537,968			827,395			0.70	%	B/E
SellerX Germany Gmbh & Co. Kg (Germany)	First Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		9.00	%	11/23/2025	$	911,288		902,583			906,914			0.77	%	B/E
SellerX Germany Gmbh & Co. Kg (Germany)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		8.00	%		9.00	%	11/23/2025	$	-		(15,468	)		(7,626	)		(0.01	)%	B/D/E
Whele, LLC (Perch)	First Lien Incremental Term Loan	LIBOR(M)		1.00	%		7.50	%		8.50	%	10/15/2025	$	2,815,986		2,837,663			2,824,434			2.38	%	E
																8,296,650			8,543,117			7.21	%
Diversified Financial Services
2-10 Holdco, Inc.	First Lien Term Loan	LIBOR(Q)		0.75	%		6.00	%		6.75	%	3/26/2026	$	2,643,155		2,614,241			2,628,617			2.22	%	E
2-10 Holdco, Inc.	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.00	%		6.75	%	3/26/2026	$	-		-			(524	)		0.00	%	D/E
GC Agile Holdings Limited (Apex) (United Kingdom)	Second Lien Term Loan	LIBOR(Q)		1.25	%		7.00	%		8.25	%	6/15/2026	$	1,250,000		1,237,851			1,234,375			1.04	%	B/E
Oasis Financial, LLC	Second Lien Term Loan	LIBOR(M)		1.00	%		8.50	%		9.50	%	7/5/2026	$	2,723,829		2,677,055			2,688,419			2.27	%	E
Wharf Street Rating Acquisition LLC (KBRA)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.00	%		6.75	%	12/10/2027	$	2,656,853		2,604,309			2,603,716			2.20	%	E
Wharf Street Rating Acquisition LLC (KBRA)	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.00	%		6.75	%	12/10/2027	$	-		(5,262	)		(5,314	)		0.00	%	D/E
Worldremit Group Limited (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	LIBOR(Q)		1.00	%		9.25	%		10.25	%	2/11/2025	$	4,000,000		3,932,291			3,904,000			3.29	%	B/E/H
																13,060,485			13,053,289			11.02	%

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

December 31, 2021


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Diversified Telecommunication Services
MetroNet Systems Holdings, LLC	Second Lien Term Loan	LIBOR(M)		0.75	%		7.00	%		7.75	%	6/2/2029	$	561,180	$	553,299		$	561,011			0.48	%	E
MetroNet Systems Holdings, LLC	Second Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%		7.00	%		7.75	%	6/2/2029	$	1,155,370		1,133,745			1,155,024			0.97	%	E
																1,687,044			1,716,035			1.45	%
Health Care Equipment & Supplies
Touchstone Acquisition, Inc. (Team Technologies)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.00	%		6.75	%	12/21/2028	$	1,806,660		1,770,527			1,770,527			1.49	%	E

Health Care Providers & Services
CBI-Gator Acquisition, LLC	First Lien Term Loan	LIBOR(Q)		0.75	%		5.75	%		6.50	%	10/25/2027	$	1,787,733		1,752,683			1,759,129			1.48	%	E
CBI-Gator Acquisition, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		5.75	%		6.50	%	10/25/2027	$	-		(6,617	)		(5,460	)		0.00	%	D/E
CBI-Gator Acquisition, LLC	Sr Secured Revolver	LIBOR(Q)		0.75	%		5.75	%		6.50	%	10/25/2027	$	100,321		97,268			97,813			0.08	%	E
INH Buyer, Inc. (IMS Health)	First Lien Term Loan	LIBOR(S)		1.00	%		6.00	%		7.00	%	6/28/2028	$	3,591,000		3,522,704			3,375,540			2.85	%	E
Tempus, LLC (Epic Staffing)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	2/5/2027	$	1,620,002		1,590,834			1,636,202			1.38	%	E
Tempus, LLC (Epic Staffing)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	2/5/2027	$	611,351		593,124			627,689			0.53	%	E
																7,549,996			7,490,913			6.32	%
Health Care Technology
Appriss Health, LLC (PatientPing)	First Lien Term Loan	LIBOR(Q)		1.00	%		7.25	%		8.25	%	5/6/2027	$	1,141,285		1,121,709			1,120,742			0.94	%	E
Appriss Health, LLC (PatientPing)	First Lien Revolver	LIBOR(Q)		1.00	%		7.25	%		8.25	%	5/6/2027	$	-		(1,358	)		(1,370	)		0.00	%	D/E
ESO Solutions, Inc.	First Lien Term Loan	LIBOR(S)		1.00	%		7.00	%		8.00	%	5/3/2027	$	2,696,287		2,645,710			2,696,287			2.28	%	E
ESO Solutions, Inc.	First Lien Revolver	LIBOR(S)		1.00	%		7.00	%		8.00	%	5/3/2027	$	-		(4,358	)		-			0.00	%	D/E
Gainwell Acquisition Corp.	Second Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		9.00	%	10/2/2028	$	800,332		796,500			815,538			0.69	%	E
																4,558,203			4,631,197			3.91	%
Insurance
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.00	%		6.75	%	11/1/2028	$	2,146,485		2,115,284			2,103,555			1.77	%	E
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		5.75	%		6.75	%	11/1/2027	$	410,018		401,337			398,093			0.34	%	E
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.00	%		6.75	%	11/1/2027	$	-		(1,450	)		(1,987	)		0.00	%	D/E
																2,515,171			2,499,661			2.11	%
Internet Software & Services
Astra Acquisition Corp. (Anthology)	Second Lien Term Loan	LIBOR(M)		0.75	%		8.88	%		9.63	%	10/25/2029	$	2,854,547		2,797,457			2,818,864			2.38	%
Civic Plus, LLC	First Lien Term Loan	LIBOR(Q)		0.75	%		6.00	%		6.75	%	8/25/2027	$	516,258		506,322			503,816			0.43	%	E
Civic Plus, LLC	First Lien Delay Draw Term Loan	LIBOR(Q)		0.75	%		6.00	%		6.75	%	8/25/2027	$	-		(4,558	)		(5,832	)		0.00	%	D/E
Civic Plus, LLC	First Lien Revolver	LIBOR(Q)		0.75	%		6.00	%		6.75	%	8/25/2027	$	-		(912	)		(1,166	)		0.00	%	D/E
Magenta Buyer, LLC (McAfee)	Second Lien Term Loan	LIBOR(Q)		0.75	%		8.25	%		9.00	%	7/27/2029	$	3,000,000		2,958,325			2,987,820			2.52	%
Pluralsight, Inc.	First Lien Incremental Term Loan	LIBOR(S)		1.00	%		8.00	%		9.00	%	4/6/2027	$	1,020,610		1,001,664			1,018,569			0.86	%	E
Suited Connector, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	12/1/2027	$	1,377,463		1,350,149			1,349,914			1.14	%	E
Suited Connector, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	12/1/2027	$	-		(6,466	)		(6,559	)		(0.01	)%	D/E
Suited Connector, LLC	Sr Secured Revolver	LIBOR(Q)		1.00	%		6.00	%		7.00	%	12/1/2027	$	65,593		61,275			61,221			0.05	%	E
Tahoe Finco, LLC (Talend)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.00	%		6.75	%	10/1/2028	$	4,481,637		4,395,030			4,392,004			3.71	%	E
Tahoe Finco, LLC (Talend)	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.00	%		6.75	%	10/1/2027	$	-		(6,485	)		(6,722	)		(0.01	)%	D/E
																13,051,801			13,111,929			11.07	%
IT Services
Ensono, Inc.	Second Lien Term Loan B	LIBOR(S)		-			8.00	%		8.35	%	5/28/2029	$	3,000,000		2,971,227			3,060,000			2.59	%	E
Idera, Inc.	Second Lien Term Loan	LIBOR(S)		0.75	%		6.75	%		7.50	%	2/4/2029	$	1,137,871		1,129,799			1,140,716			0.96	%	E
																4,101,026			4,200,716			3.55	%
Media
Kid Distro Holdings, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	10/1/2027	$	835,464		819,449			814,161			0.68	%	E
Kid Distro Holdings, LLC	Sr Secured Revolver	LIBOR(Q)		1.00	%		6.00	%		7.00	%	10/1/2027	$	-		(1,431	)		(1,894	)		0.00	%	D/E
NEP II, Inc.	Second Lien Term Loan	LIBOR(M)		-			7.00	%		7.10	%	10/19/2026	$	130,856		121,822			128,631			0.11	%
																939,840			940,898			0.79	%
Professional Services
GI Consilio Parent, LLC	Second Lien Term Loan	LIBOR(M)		0.50	%		7.50	%		8.00	%	5/14/2029	$	3,000,000		2,971,842			3,029,999			2.56	%	E
JobandTalent USA, Inc. (United Kingdom)	First Lien Term Loan	LIBOR(M)		1.00	%		8.75	%		9.75	%	2/17/2025	$	2,766,650		2,718,665			2,794,317			2.36	%	B/E
JobandTalent USA, Inc. (United Kingdom)	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		8.75	%		9.75	%	2/17/2025	$	1,750,000		1,720,092			1,767,500			1.49	%	B/E
Security Services Acquisition Sub Corp. (Protos)	First Lien Term Loan	LIBOR(M)		1.00	%		6.00	%		7.00	%	9/30/2026	$	1,467,656		1,454,416			1,444,908			1.22	%	E
VT TopCo, Inc. (Veritext)	Second Lien Term Loan	LIBOR(M)		0.75	%		6.75	%		7.50	%	8/17/2026	$	438,158		435,368			440,349			0.37	%	E
																9,300,383			9,477,073			8.00	%

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

December 31, 2021


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Real Estate Management & Development
Greystone Affordable Housing Initiatives, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.25	%		6.00	%		7.25	%	3/2/2026	$	2,800,000	$	2,800,000		$	2,800,000			2.36	%	C/E

Road & Rail
Keep Truckin, Inc.	First Lien Term Loan	LIBOR(S)		1.00	%		7.25	%		8.25	%	4/8/2025	$	4,516,650		4,456,729			4,516,650			3.81	%	E

Software
Aerospike, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		7.50	%		8.50	%	12/29/2025	$	958,030		948,478			948,451			0.77	%	E
Aras Corporation	First Lien Term Loan	LIBOR(Q)		1.00	%	3.25% Cash + 3.75%PIK				8.00	%	4/13/2027	$	1,538,205		1,509,955			1,519,746			1.28	%	E
Aras Corporation	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%	3.25% Cash + 3.75%PIK				8.00	%	4/13/2027	$	162,518		159,653			160,568			0.14	%	E
Aras Corporation	First Lien Revolver	LIBOR(Q)		1.00	%		6.50	%		7.50	%	4/13/2027	$	-		(2,149	)		(1,463	)		0.00	%	D/E
Backoffice Associates Holdings, LLC (Syniti)	First Lien Term Loan	LIBOR(S)		1.00	%		7.75	%		8.75	%	4/30/2026	$	1,999,465		1,946,088			2,017,460			1.70	%	E
Backoffice Associates Holdings, LLC (Syniti)	First Lien Revolver	PRIME		-			6.75	%		10.00	%	4/30/2026	$	65,187		58,379			65,187			0.06	%	E
CyberGrants Holdings, LLC	First Lien Term Loan	LIBOR(Q)		0.75	%		6.50	%		7.25	%	9/8/2027	$	2,559,435		2,522,724			2,538,192			2.14	%	E
CyberGrants Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		6.50	%		7.25	%	9/8/2027	$	-		(3,568	)		(2,083	)		0.00	%	D/E
CyberGrants Holdings, LLC	First Lien Revolver	LIBOR(Q)		0.75	%		6.50	%		7.25	%	9/8/2027	$	-		(3,568	)		(2,083	)		0.00	%	D/E
Howlco, LLC, (Lone Wolf)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	10/23/2026	$	744,371		737,366			731,536			0.62	%	E
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	12/17/2027	$	2,835,453		2,779,006			2,778,743			2.35	%	E
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	12/17/2027	$	-		(9,968	)		(10,037	)		(0.01	)%	D/E
Integrate.com, Inc. (Infinity Data, Inc.)	Sr Secured Revolver	LIBOR(Q)		1.00	%		6.00	%		7.00	%	12/17/2027	$	-		(4,984	)		(5,019	)		0.00	%	D/E
Oversight Systems, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		5.25	%		6.25	%	9/24/2026	$	620,950		609,050			603,625			0.51	%	E
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	3/31/2027	$	1,462,870		1,436,169			1,468,722			1.24	%	B/E
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Revolver	LIBOR(Q)		1.00	%		7.00	%		8.00	%	3/31/2027	$	-		(2,847	)		-			0.00	%	B/D/E
SEP Vulcan Acquisition, Inc. (Tasktop) (Canada)	First Lien Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	3/16/2027	$	1,210,490		1,188,589			1,222,595			1.03	%	B/E
SEP Vulcan Acquisition, Inc. (Tasktop) (Canada)	Sr Secured Revolver	LIBOR(Q)		1.00	%		7.00	%		8.00	%	3/16/2027	$	-		(3,005	)		-			0.00	%	B/D/E
Thunder Purchaser, Inc. (Vector Solutions)	First Lien Term Loan	LIBOR(Q)		1.00	%		5.75	%		6.75	%	6/30/2028	$	2,733,938		2,681,566			2,663,402			2.25	%	E
Thunder Purchaser, Inc. (Vector Solutions)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		5.75	%		6.75	%	6/30/2028	$	581,192		561,137			554,197			0.47	%	E
Thunder Purchaser, Inc. (Vector Solutions)	Sr Secured Revolver	PRIME		-			4.75	%		8.00	%	6/30/2028	$	-		(3,785	)		(5,275	)		0.00	%	D/E
Zilliant Incorporated	First Lien Term Loan	LIBOR(Q)		0.75	%	6.50% PIK				7.25	%	12/21/2027	$	2,222,222		2,178,028			2,177,778			1.84	%	E
Zilliant Incorporated	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%	6.50% PIK				7.25	%	12/21/2027	$	-		(11,055	)		(11,111	)		(0.01	)%	D/E
Zilliant Incorporated	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.00	%		6.75	%	12/21/2027	$	-		(4,422	)		(4,444	)		0.00	%	D/E
																19,266,837			19,408,687			16.38	%
Specialty Retail
Hanna Andersson, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		6.25	%		7.25	%	7/2/2026	$	3,017,634		2,961,117			3,005,564			2.53	%	E
Supergoop, LLC	First Lien Term Loan	LIBOR(Q)		0.75	%		5.75	%		6.50	%	12/28/2028	$	541,998		531,158			531,158			0.45	%	E
Supergoop, LLC	Sr Secured Revolver	LIBOR(Q)		0.75	%		5.75	%		6.50	%	12/28/2028	$	-		(1,453	)		(1,453	)		0.00	%	D/E
																3,490,822			3,535,269			2.98	%
Technology Hardware, Storage & Peripherals
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	2/17/2026	$	46,983		45,108			45,098			0.04	%	B/E

Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.25	%		7.00	%	9/17/2026	$	4,505,358		4,397,961			4,376,055			3.69	%	B/E

Total Debt Investments - 133.8% of Net Assets																114,888,752			115,878,145			97.80	%

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

December 31, 2021


Issuer	Instrument	Ref	Floor	Spread	Total Coupon	Maturity	Principal		Cost		Fair Value		% of Total Cash and Investments			Notes
Equity Securities
Diversified Consumer Services
Razor Group GmbH (Germany)	Warrants to Purchase Preferred Series A1 Shares					4/28/2028		61	$	-	$	567,701		0.48	%	B/E/F/G

Diversified Financial Services
MXP Prime Platform GmbH (SellerX)	Warrants to Purchase Preferred B Shares					11/23/2028		8		-		21,117		0.02	%	B/E/F/G
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series D Stock					2/11/2031		2,394		-		58,868		0.05	%	B/E/F/G
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series E Stock					8/27/2031		299		-		3,205		0.00	%	B/E/F/G
										-		83,190		0.07	%

Total Equity Securities - 0.8% of Net Assets										-		650,891		0.55	%

Total Investments - 134.6% of Net Assets									$	114,888,752	$	116,529,036		98.35	%

Cash and Cash Equivalents - 2.3% of Net Assets											$	1,957,486		1.65	%

Total Cash and Investments - 136.9% of Net Assets											$	118,486,522		100.00	%

Notes to Schedule of Investments:

(A) Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

(B) Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(C) Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(D) Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.

(E) Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.

(F) Restricted security. (See Note 2)

(G) Non-income producing investment.

(H) In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.

LIBOR or EURIBOR resets monthly (M), quarterly (Q) or semiannually (S).

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $116,897,453 and $4,270,573, respectively, for the year ended December 31, 2021. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2021 was $116,529,036, or 98.4% of total cash and investments of the Company. As of December 31, 2021, approximately 21.8% of the total assets of the Company were not-qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the financial statements.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited)

September 30, 2022

1. Organization and Nature of Operations

BlackRock Direct Lending Corp. (the “Company”) is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to achieve high risk-adjusted returns produced from current income generated by investing primarily in senior secured corporate debt instruments. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020.

The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.

BlackRock Capital Investment Advisors, LLC, a wholly owned, indirect subsidiary of BlackRock, Inc., serves as the advisor of the Company (the "Advisor"). BlackRock Financial Management, Inc. serves as the administrator of the Company (the “Administrator”), and is affiliated with the Advisor. Company management consists of the Advisor and the Company’s board of directors (the "Board of Directors"). The Advisor directs and executes the day-to-day operations of the Company, subject to oversight from the Board of Directors, which sets the broad policies of the Company. The Board of Directors of the Company has delegated investment management of the Company’s assets to the Advisor. The Board of Directors consists of four persons, three of whom are independent.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been 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 Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The following is a summary of the significant accounting policies of the Company.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well the reported amounts of revenues and expenses during the reporting periods presented. Although management

believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.

Investment Valuation

Pursuant to Rule 2a-5 (the "Rule") under the 1940 Act, the Board of Directors designated the Advisor as the Company's valuation designee (the "Valuation Designee") to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted by the Advisor to seek to ensure compliance with the requirements of the Rule.

Investments are recorded at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in the policies adopted by the Valuation Designee and approved by the Board of Directors. Fair value is generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date.

All investments are valued at least quarterly based on quotations or other affirmative pricing from independent third-party sources, with the exception of investments priced directly by the Valuation Designee which in the aggregate comprise less than 5% of the capitalization of the Company. Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2022

2. Summary of Significant Accounting Policies (Continued)

Investments not listed on a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a nationally recognized pricing service or by using quotations from broker-dealers.

Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative valuations performed by independent valuation services approved by the Valuation Designee or, for investments aggregating less than 5% of the total assets of the Company, using valuations determined directly by the Valuation Designee. Such valuations are determined under documented valuation policies and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee").

Generally, to increase objectivity in valuing the investments, the Valuation Designee will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Valuation Designee’s valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. Such circumstances may include macroeconomic, geopolitical and other events and conditions such as the current COVID-19 pandemic that may significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on the Company’s investments. The foregoing policies apply to all investments, including any in companies and groups of affiliated companies aggregating more than 5% of the Company’s assets.

Fair valuations of investments in each asset class are determined using one or more methodologies including market quotations, the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Such information may include observed multiples of earnings and/or revenues at which transactions in securities of comparable companies occur, with appropriate adjustments for differences in company size, operations or other factors affecting comparability.

The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The discount rates used for such analyses reflect market yields for comparable investments, considering such factors as relative credit quality, capital structure, and other factors.

In following these approaches, the types of factors that may be taken into account also include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, comparable costs of capital, the principal market in which the investment trades and enterprise values, among other factors.

Investments may be categorized based on the types of inputs used in valuing such investments. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Transfers between levels are recognized as of the beginning of the reporting period.

At September 30, 2022, the Company’s investments were categorized as follows:


Level	Basis for Determining Fair Value	Bank Debt (1)		Equity Securities		Total
2	Other direct and indirect observable market inputs (2)		8,392,595		—		8,392,595
3	Independent third-party valuation sources that employ significant unobservable inputs		185,430,936		859,108		186,290,044
Total		$	193,823,531	$	859,108	$	194,682,639

(1)

Includes senior secured loans

(2)

For example, quoted prices in inactive markets or quotes for comparable investments

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2022

2. Summary of Significant Accounting Policies (Continued)

Unobservable inputs used in the fair value measurement of Level 3 investments as of September 30, 2022 included the following:


Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg.) (1)
Bank Debt	$	175,730,922	Income approach	Discount rate	9.0% - 16.8% (12.2%)
		8,789,961	Market quotations	Indicative bid/ask quotes	1 (1)
		910,053	Option Pricing Model	EBITDA/Revenue multiples	3.8x (3.8x)
				Implied volatility	65.0% (65.0%)
				Term	2.5 years (2.5 years)
Equity		128,360	Market comparable companies	Revenue multiples	1.6x (1.6x)
		730,748	Option Pricing Model	EBITDA/Revenue multiples	2.5x - 12.3x (3.8x)
				Implied volatility	60.0 - 70.0% (65.1%)
				Term	0.6 - 4.5 years (2.7 years)
	$	186,290,044

(1)

Weighted by fair value

Certain fair value measurements may employ more than one valuation technique, with each valuation technique receiving a relative weight between 0% and 100%. Generally, a change in an unobservable input may result in a change to the value of an investment as follows:


Input	Impact to Value if Input Increases	Impact to Value if Input Decreases
Discount rate	Decrease	Increase
Revenue multiples	Increase	Decrease
EBITDA multiples	Increase	Decrease
Book value multiples	Increase	Decrease
Implied volatility	Increase	Decrease
Term	Increase	Decrease
Yield	Increase	Decrease

Changes in investments categorized as Level 3 during the three months ended September 30, 2022 were as follows:


	Independent Third-Party Valuation
	Bank Debt			Equity Securities		Total
Beginning balance	$	147,014,347		$	800,359	$	147,814,706
Net realized and unrealized gains (losses)		(1,033,662	)		58,749		(974,913	)
Acquisitions (1)		44,337,284			—		44,337,284
Dispositions		(4,887,033	)		—		(4,887,033	)
Ending balance	$	185,430,936		$	859,108	$	186,290,044

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(1,064,489	)	$	58,749	$	(1,005,740	)

(1)

Includes payments received in kind and accretion of original issue and market discounts

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2022

2. Summary of Significant Accounting Policies (Continued)

Changes in investments categorized as Level 3 during the nine months ended September 30, 2022 were as follows:


	Independent Third-Party Valuation
	Bank Debt			Equity Securities		Total
Beginning balance	$	108,058,825		$	650,891	$	108,709,716
Net realized and unrealized gains (losses)		(3,613,846	)		205,014		(3,408,832	)
Acquisitions (1)		88,266,836			3,203		88,270,039
Dispositions		(9,335,748	)		—		(9,335,748	)
Transfers into Level 3 (2)		2,811,729			—		2,811,729
Transfers out of Level 3 (3)		(756,860	)		—		(756,860	)
Ending balance	$	185,430,936		$	859,108	$	186,290,044

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(3,545,189	)	$	205,013	$	(3,340,176	)

(1)

Includes payments received in kind and accretion of original issue and market discounts

(2)

Comprised of one investment that was transferred from Level 2 due to reduced number of market quotes

(3)

Comprised of one investment that was transferred to Level 2 due to increased observable market activity

At December 31, 2021, the Company’s investments were categorized as follows:


Level	Basis for Determining Fair Value	Bank Debt		Equity Securities		Total
2	Other direct and indirect observable market inputs (1)	$	7,819,320	$	—	$	7,819,320
3	Independent third-party valuation sources that employ significant unobservable inputs		108,058,825		650,891		108,709,716
Total		$	115,878,145	$	650,891	$	116,529,036

(1)

For example, quoted prices in inactive markets or quotes for comparable investments

Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2021 included the following:


Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg.) (1)
Bank Debt	$	101,178,882	Income approach	Discount rate	6.9% - 12.8% (8.8%)
		6,052,548	Market quotations	Indicative bid/ask quotes	1 (1)
		827,395	Option Pricing Model	EBITDA/Revenue multiples	4.8x (4.8x)
				Implied volatility	65.0% (65.0%)
				Term	3.3 years (3.3 years)
Equity		650,891	Option Pricing Model	EBITDA/Revenue multiples	4.8x (4.8x)
				Implied volatility	64.3% (64.3%)
				Term	3.3 years (3.3 years)
	$	108,709,716

(1)

Weighted by fair value

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2022

2. Summary of Significant Accounting Policies (Continued)

Changes in investments categorized as Level 3 during the three months ended September 30, 2021 were as follows:


	Independent Third-Party Valuation
	Bank Debt			Equity Securities		Total
Beginning balance	$	50,466,731		$	119,516	$	50,586,247
Net realized and unrealized gains (losses)		856,024			374,641		1,230,665
Acquisitions (1)		28,732,471			—		28,732,471
Dispositions		(354,789	)		—		(354,789	)
Transfers out of Level 3 (2)		(121,096	)		—		(121,096	)
Ending balance	$	79,579,341		$	494,157	$	80,073,498

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	866,398		$	374,641	$	1,241,039

_____________________________________

(1)

Includes payments received in kind and accretion of original issue and market discounts

(2)

Comprised of one investment that was transferred to Level 2 due to increased observable market activity

Changes in investments categorized as Level 3 during the nine months ended September 30, 2021 were as follows:


	Independent Third-Party Valuation
	Bank Debt			Equity Securities		Total
Beginning balance	$	—		$	—	$	—
Net realized and unrealized gains (losses)		1,120,927			494,157		1,615,084
Acquisitions (1)		79,687,887			—		79,687,887
Dispositions		(1,229,473	)		—		(1,229,473	)
Ending balance	$	79,579,341		$	494,157	$	80,073,498

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	1,113,519		$	494,157	$	1,607,676

__________________________________

(1)

Includes payments received in kind and accretion of original issue and market discounts

Investment Transactions

Investment transactions are recorded on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost inventory to the basis of investments sold.

Cash and Cash Equivalents

Cash consists of amounts held in accounts with the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally 60 days or less and may not be insured by the FDIC or may exceed federally insured limits. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy. At September 30, 2022, included in cash and cash equivalents was $4,495,179 (3.0% of net assets) held in the JP Morgan U.S. Treasury Plus Money Market Fund with a 7-day yield of 2.56%.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2022

2. Summary of Significant Accounting Policies (Continued)

At December 31, 2021, included in cash and cash equivalents was $1,169,710 (1.4% of net assets) held in the JP Morgan U.S. Treasury Plus Money Market Fund with a 7-day yield of 0.01%. There was no restricted cash at September 30, 2022 or December 31, 2021.

Restricted Investments

The Company may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted investments is included at the end of the Schedules of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.

Foreign Currency Investments

The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Such positions are converted at the respective closing foreign exchange rates in effect at September 30, 2022 and December 31, 2021 and reported in U.S. dollars. Purchases and sales of investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in net realized and unrealized gain or loss from investments. The Company did not hold any investments denominated in foreign currency at September 30, 2022 and December 31, 2021.

Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. Government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. Government.

Organization and Offering Costs

Costs incurred to organize the Company are expensed as incurred. During the period from November 30, 2020 (inception) to September 30, 2022, the Company incurred $71,685 in organizational expenses. During the nine months ended September 30, 2022, the Company did not incur any additional organizational expenses. From November 30, 2020 through September 30, 2022, the Company had incurred a total of $267,621 in offering costs, of which $133,811 has been charged to paid-in capital. Remaining offering costs will be charged to paid-in capital as additional capital commitments are called. The Company will not bear more than $1,000,000 for organization and offering costs.

Deferred Debt Issuance Costs

Certain costs incurred in connection with the issuance of debt of the Company were capitalized and are being amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Company.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2022

2. Summary of Significant Accounting Policies (Continued)

Revenue Recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

Certain debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

Income Taxes

The Company intends to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the financial statements. In accordance with ASC Topic 740 - Income Taxes, the Company recognizes in its financial statements the effect of a tax position when it is determined that such position is more likely than not, based on the technical merits, to be sustained upon examination.

The tax returns of the Company remain open for examination by tax authorities for a period of three years from the date they are filed. No such examinations are currently pending. Management has analyzed tax laws and regulations and their application to the Company as of September 30, 2022, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the financial statements.

The final tax characterization of distributions is determined after the fiscal year and is reported on Form 1099 and in the Company’s annual report to stockholders. Distributions can be characterized as ordinary income, capital gains and/or return of capital. As of December 31, 2021, the Company had no non-expiring capital loss carryforwards available to offset future realized capital gains.

As of December 31, 2021, gross unrealized appreciation and depreciation for investments based on cost for U.S. federal income tax purposes were as follows:


	December 31, 2021
Tax basis of investments	$	114,888,752

Unrealized appreciation		1,999,528
Unrealized depreciation		(359,244	)
Net unrealized appreciation (depreciation)	$	1,640,284

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2022

2. Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements

In March 2020 and January 2021, the FASB issued ASU No. 2020-04 and ASU No. 2021-01, respectively, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently evaluating the impact of adopting ASU 2020-04 on its financial statements.

3. Management Fees, Incentive Fees and Other Expenses

On November 30, 2020, the Company entered into an investment management agreement with the Advisor (the “Investment Management Agreement”). Under the Investment Management Agreement, the Advisor, for its service to the Company, is entitled to receive a management fee from the Company and an incentive fee. The management fee is calculated at an annual rate of 0.90% of the Company’s total assets (excluding cash and cash equivalents) and payable quarterly in arrears. For the period from the date the Company first issues shares of common stock to one or more investors (other than the Advisor and its affiliates) through the end of the first calendar quarter, no management fee is payable. Subsequently, the management fee is calculated based on the value of the Company’s total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The management fees for any partial quarter are appropriately prorated.

Incentive fee is only incurred to the extent the Company’s cumulative total return (after incentive fee) exceeds a 6% annual rate on daily weighted-average unreturned capital contributions. Subject to that limitation, incentive fee is calculated on net investment income (before incentive fee) and net realized gains (net of any unrealized depreciation) at a rate of 12.5%. Incentive fee is computed as the difference between incentive fee earned and incentive fee paid, subject to the total return hurdle, on a cumulative basis, and is payable quarterly in arrears. There were no incentive fees paid or accrued on net investment income or capital gains for the three months ended September 30, 2022 as our performance did not exceed the cumulative total return threshold.

Incentive fees on capital gains accrued on a liquidation basis (but not payable) under GAAP for the nine months ended September 30, 2022, were $(165,778) and $0 on a cumulative basis. There can be no assurance that unrealized capital appreciation and depreciation will be realized in the future, or that any accrued capital gains incentive fee will become payable under the Investment Management Agreement. Incentive fee amounts on capital gains actually paid by the Company will specifically exclude consideration of unrealized capital appreciation, consistent with requirements under the Investment Advisers Act of 1940 (the “Advisers Act”) and the Investment Management Agreement.

The Company bears all expenses incurred in connection with its business, including fees and expenses of outside contracted services, such as custodian, administrative, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments, and any other transaction costs associated with the purchase and sale of investments.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2022

4. Debt

On December 11, 2020, the Company issued to each of 110 separate investors an unsecured promissory note with a principal amount of $1,000, at par. The Company pays interest on the unpaid principal amount of the notes at a rate of 12.00% per annum payable semi-annually in arrears. The notes mature on December 31, 2050.

On June 18, 2021, the Company entered into a three-year revolving line of credit with Sumitomo Mitsui Banking Corporation as administrative agent, lead arranger and as a lender, with a capacity of up to $75 million, secured by the unfunded equity commitments of the Company’s investors (the “Capital Call Facility”). The Capital Call Facility matures on June 16, 2023. Interest on the Capital Call Facility accrues at a rate equal to LIBOR plus 1.95% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 0.95%, the Federal Funds Rate plus 1.45%, or one-month LIBOR plus 1.95%, whichever is highest. Commitment fees on the Capital Call Facility accrue at a rate of 0.225% per annum on the undrawn amount of the commitment.

Total expenses related to debt included the following:


	Nine Months Ended September 30,
	2022		2021
Interest expense	$	942,193	$	96,069
Amortization of deferred debt issuance costs		232,076		64,555
Commitment fees		61,960		10,970
Total	$	1,236,229	$	171,594

At September 30, 2022, there was $50,000,000 of debt outstanding under the Capital Call Facility, with a weighted-average interest rate, excluding fees of 3.20%. At December 31, 2021, there was $22,000,000 of debt outstanding under the Capital Call Facility, with a weighted-average interest rate, excluding fees of 2.06%. Outstanding debt is carried at amortized cost in the Statements of Assets and Liabilities. As of September 30, 2022 and December 31, 2021, the estimated fair value of the outstanding debt approximated their carrying values.

5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk

The Company conducts business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the Boston area.

In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers, and the custodian. These activities may expose the Company to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Company enters into contracts that contain a variety of indemnifications and is engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2022

5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk (Continued)

The Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at September 30, 2022 and December 31, 2021 as follows:


		Unfunded Balances
Issuer	Maturity	September 30, 2022		December 31, 2021
2-10 Holdco, Inc.	3/26/2026	$	95,345	$	95,345
Accordion Partners LLC	8/29/2029	$	1,086,379	N/A
ALCV Purchaser, Inc. (AutoLenders)	4/15/2026	N/A			92,635
Alera Group, Inc.	10/2/2028		669,268	N/A
Alpine Acquisition Corp II (48Forty)	11/30/2026		79,808	N/A
AmeriLife Holdings, LLC	8/31/2029		821,209	N/A
Appriss Health, LLC (PatientPing)	5/6/2027		76,086		76,086
Aras Corporation	4/13/2027		81,259		121,888
Backoffice Associates Holdings, LLC (Syniti)	4/30/2026		54,757		195,562
BW Holding, Inc. (Brook & Whittle)	12/14/2029	N/A			153,411
CBI-Gator Acquisition, LLC	10/25/2027		341,263	N/A
Cherry Bekaert Advisory, LLC	6/30/2028		552,670		397,694
Civic Plus, LLC	8/25/2027		92,051		290,395
Colony Display, LLC	6/30/2026	N/A			490,260
CSG Buyer, Inc. (Core States)	3/31/2028		553,884	N/A
CyberGrants Holdings, LLC	9/8/2027		685,930		501,850
Elevate Brands OpCo, LLC	3/15/2027		2,408,880	N/A
Emerald Technologies (U.S.) AcquisitionCo, Inc.	12/29/2026		268,108	N/A
ESO Solutions, Inc.	5/3/2027		244,561		244,561
Foreside Financial Group, LLC	9/30/2027		160,124	N/A
Freedom Financial Network Funding, LLC	9/21/2027		994,544	N/A
Fusion Holding Corp.	9/15/2027		340,879	N/A
Fusion Risk Management, Inc.	8/30/2028		377,961	N/A
GC Champion Acquisition LLC	8/19/2028		788,388	N/A
GC Waves Holdings, Inc. (Mercer)	8/13/2026		782,838	N/A
Grey Orange Incorporated	5/6/2026		611,185	N/A
Greystone Select Company II, LLC (Passco)	3/21/2027		2,668,930	N/A
GTY Technology Holdings Inc.	7/9/2029		1,698,252	N/A
Homerenew Buyer, Inc. (Project Dream)	11/23/2027		1,085,153		1,104,131
Howlco, LLC, (Lone Wolf)	9/8/2027	N/A			1,870
ICIMS, Inc.	8/18/2028		1,584,575	N/A
Integrate.com, Inc. (Infinity Data, Inc.)	12/17/2027		752,775		752,775
Kaseya, Inc.	6/25/2029		421,554	N/A
Kid Distro Holdings, LLC	10/1/2027		74,263		74,263
Lightspeed Solutions, LLC	3/1/2028		734,415	N/A
Oak Purchaser, Inc. (DaySmart)	4/28/2028		374,409	N/A
Opco Borrower, LLC (Giving Home Healthcare)	8/19/2027		139,604	N/A
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	11/1/2028		308,401	N/A
PHC Buyer, LLC (Patriot Home Care)	5/4/2028		577,448		285,602
Porcelain Acquisition Corporation (Paramount)	4/30/2027	N/A			375,447
Pueblo Mechanical and Controls, LLC	8/23/2028		1,394,516	N/A
Sailpoint Technologies Holdings, Inc.	8/16/2028		132,507	N/A
SellerX Germany Gmbh & Co. Kg (Germany)	11/23/2025		1,461,157		1,588,712
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	3/31/2027		162,541		162,541
SEP Vulcan Acquisition, Inc. (Tasktop) (Canada)	3/16/2027	N/A			172,927
Smarsh, Inc.	2/19/2029		611,893	N/A
Streamland Media Midco LLC	8/31/2023		1,083,996	N/A
Suited Connector, LLC	12/1/2027		327,967		481,019
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom)	2/17/2026	N/A			47,302
Sunland Asphalt & Construction, LLC	9/30/2025	N/A			209,025

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2022

5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk (Continued)


		Unfunded Balances
Issuer	Maturity	September 30, 2022		December 31, 2021
Supergoop, LLC	12/29/2028		73,983		72,628
Tahoe Finco, LLC (Talend)	10/1/2027		336,123		336,123
Tempus, LLC (Epic Staffing)	2/5/2027	N/A			1,022,432
Thermostat Purchaser III, Inc. (Reedy Industries)	8/31/2029		184,181		184,181
Thunder Purchaser, Inc. (Vector Solutions)	6/30/2028		134,346		669,556
Wealth Enhancement Group, LLC	10/4/2027		2,851,465	N/A
Wharf Street Rating Acquisition LLC (KBRA)	12/10/2027		265,685		265,685
Zilliant Incorporated	12/21/2027		777,778		777,778
Total Unfunded Balances		$	32,385,294	$	11,243,684

6. Other Related Party Transactions

The Company, the Advisor and affiliates may be considered related parties. From time to time, the Advisor advances payments to third parties on behalf of the Company and receives reimbursement from the Company. At September 30, 2022 and December 31, 2021, amounts reimbursable to the Advisor totaled $270,385 and $142,784 respectively, as reflected in the Statements of Assets and Liabilities.

Pursuant to an administration agreement between the Administrator and the Company (the “Administration Agreement”), the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Company, as well as costs and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the Administrator or its affiliates to the Company. For the nine months ended September 30, 2022 and 2021, $286,181 and $281,760 of such costs were allocated to the Company and subject to reimbursement pursuant to the Administration Agreement, respectively.

7. Stockholders’ Equity and Dividends

As of September 30, 2022, the Company had received $301.0 million of equity commitments to purchase shares of the Company's common stock. As of September 30, 2022, $150.5 million (50.0% of total commitments) had been called. During the nine months ended September 30, 2022, the Company issued 6,207,019 shares, with an average purchase price of $10.50 per share, and par value of $0.001 per share.

Dividends and distributions to common stockholders are recorded on the ex-dividend date. Distributions are declared considering annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year. The following table summarizes the Company’s dividends declared and paid for the nine months ended September 30, 2022.


Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
May 16, 2022	June 16, 2022	June 30, 2022	Regular	$	0.12	$	1,401,289
June 28, 2022	September 16, 2022	September 30, 2022	Regular	$	0.17	$	2,500,426
				$	0.29	$	3,901,715

8. Subsequent Events

On October 27, 2022, the Company’s board of directors declared a fourth quarter dividend in the amount of $3,386,931, or approximately $0.23 per share, payable on December 30, 2022 to stockholders of record as of the close of business on December 16, 2022.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2022

9. Financial Highlights

The financial highlights below show the Company's results of operations for the nine months ended September 30, 2022 and 2021.


	For the Nine Months Ended September 30,
	2022			2021
Per Common Share
Per share NAV at beginning of period	$	10.34		$	9.92

Investment operations: (1)
Net investment income		0.65			0.26
Net realized and unrealized gain (loss)		(0.34	)		0.32
Total from investment operations		0.31			0.58
Dividends to common shareholders		(0.29	)		(0.03	)
Per share NAV at end of period	$	10.36		$	10.47

Total return based on net asset value: (2)		3.00	%		5.85	%

Shares outstanding at end of period		14,578,998			5,996,102
Ratios to average net asset value: (3)
Net investment income		8.54	%		3.66	%
Expenses before incentive fee (4)		3.64	%		3.31	%
Expenses and incentive fee (5)		3.68	%		3.31	%

Ending net asset value	$	151,029,422		$	62,778,781
Portfolio turnover rate		6.3	%		3.6	%
Weighted-average debt outstanding	$	39,027,582		$	3,516,593
Weighted-average interest rate on debt		3.4	%		4.1	%
Weighted-average number of shares of common stock		10,894,171			4,712,791
Weighted-average debt per share	$	3.58		$	0.75

(1)

Per share changes in net asset value are computed based on the actual number of shares outstanding during the time such activity occurred.

(2)

Not annualized for periods less than one year. Total return based on net asset value equals the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share at the beginning of the period.

(3)

Annualized for periods less than one year except for incentive fees and other certain non-recurring expenses.

(4)

Includes interest and other debt costs.

(5)

Includes incentive fees and all Company expenses including interest and other debt costs.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2022

10. Senior Securities

Information about the Company's senior securities is shown in the following table as of the end of each of the last two fiscal years and the period ended September 30, 2022.


Class and Year	Total Amount Outstanding(1)		Asset Coverage Per Unit(2)		Involuntary Liquidating Preference Per Unit(3)		Average Market Value Per Unit(4)
Unsecured Notes
As of September 30, 2022	$	110,000	$	4,005		—	N/A
Fiscal Year 2021		110,000		4,904		—	N/A
Fiscal Year 2020		110,000		272,472		—	N/A
Capital Call Facility
As of September 30, 2022	$	50,000,000	$	4,006		—	N/A
Fiscal Year 2021		22,000,000		4,928		—	N/A
Fiscal Year 2020		—		—		—	N/A

(1)

Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. The asset coverage ratio with respect to indebtedness is multiplied by $1,000 to determine the Asset Coverage Per Unit.

(3)

The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.

(4)

The Company's senior securities are not registered for public trading.

BlackRock Direct Lending Corp.

Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)

September 30, 2022


Investment		Acquisition Date
Elevate Brands Holdco, Inc., Warrants to Purchase Common Stock		3/14/2022
Elevate Brands Holdco, Inc., Warrants to Purchase Preferred Stock		3/14/2022
Grey Orange International Inc., Warrants to Purchase Common Stock		5/6/2022
MXP Prime Platform GmbH (SellerX) (Germany), Warrants to Purchase Preferred Series B Shares		11/23/2021
PerchHQ, LLC, Warrants to Purchase Units		9/30/2022
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series A1 Shares		4/28/2021
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock		2/11/2021
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series E Stock		8/27/2021

BlackRock Direct Lending Corp.

Schedule of Restricted Securities of Unaffiliated Issuers

December 31, 2021


Investment		Acquisition Date
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series A1 Shares		4/28/2021
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock		2/11/2021
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series E Stock		8/27/2021

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 our unaudited financial statements and related notes thereto appearing elsewhere in this quarterly 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 the future performance or financial condition of BlackRock Direct Lending Corp. (the “Company,” “we,” “us” or “our”). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

•

our, or our portfolio companies’, future business, operations, operating results or prospects;

•

the return or impact of current and future investments;

•

the impact of a protracted decline in the liquidity of credit markets on our business;

•

the impact of fluctuations in interest rates on our business;

•

the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies;

•

our contractual arrangements and relationships with third parties;

•

the general economy and its impact on the industries in which we invest;

•

the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;

•

our expected financings and investments;

•

the adequacy of our financing resources and working capital;

•

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

•

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

•

the timing, form and amount of any dividend distributions; and

•

the phase-out of LIBOR and the use of replacement rates for LIBOR

•

the consequences of the conflict between Russia and Ukraine, including international sanctions, the potential impact on inflation and increased disruption to supply chains; and

•

our ability to maintain our qualification as a RIC and as a business development company.

We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking statements. The forward looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

The Company is a Delaware corporation formed on October 12, 2020 and is an externally managed, closed-end, non-diversified management investment company. We have elected to be regulated as a BDC under the 1940 Act. Our investment objective is to achieve high risk-adjusted returns produced primarily from current income generated by investing primarily in senior secured corporate debt instruments. We seek to achieve our investment objective through investments in privately-originated, performing senior secured debt primarily in North America-based companies with target enterprise values between $100 million and $1.5 billion. Performing debt is debt that at the time of investment is not defaulted or, in the view of the Advisor, distressed. The Company targets positions in first lien, second lien and unitranche debt, with a preference for floating-rate debt, which the Advisor believes provides flexibility to adapt to changing market conditions. The Company may invest in securities of any maturity and credit quality. Our

investment activities will benefit from what we believe are the competitive advantages of our Advisor, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, middle-market companies.

The Company has elected to be treated as a RIC for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Code, for each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy those requirements.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as amended, public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of September 30, 2022, 84.4% of our total assets were invested in qualifying assets.

Revenues

We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment related income.

Expenses

The Company is responsible for paying the compensation of the Advisor. In addition, the Company is generally responsible for all operating expenses of the Company, and shall pay, and shall reimburse the Advisor or the Administrator and their respective affiliates for, all fees, costs, expenses, liabilities and obligations of the Company relating or attributable to:

•

our organization;

•

calculating our net asset value (including the cost and expenses of any independent valuation firms);

•

interest payable on debt, if any, incurred to finance our investments;

•

the base management fee and any incentive fee;

•

dividends and distributions on our shares of common stock;

•

administration fees payable under the Administration Agreement;

•

fees payable to third parties relating to, or associated with, making investments;

•

transfer agent and custodial fees;

•

registration fees;

•

taxes;

•

director fees and expenses;

•

costs of preparing and filing reports or other documents with the SEC;

•

costs of any reports, proxy statements or other notices to our stockholders, including printing costs;

•

our fidelity bond;

•

directors and officers/errors and omissions liability insurance, and any other insurance premiums;

•

indemnification payments;

•

direct costs and expenses of administration, including audit and legal costs; and

•

all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of overhead under the Administration Agreement, including rent and other allocable portions of the cost of certain of our officers and their respective staffs.

The Investment Management Agreement provides that the base management fee be calculated at an annual rate of 0.90% of our total assets (excluding cash and cash equivalents) on the last day of each preceding calendar quarter and is payable quarterly in arrears. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. No base management fee is payable for the period from the date of the initial drawdown purchase through the end of the first calendar quarter after the initial drawdown purchase. Subsequently, the base management fee is calculated based on the value of our total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The base management fee for any partial quarter is appropriately prorated.

Additionally, the Investment Management Agreement provides that the Advisor or its affiliates may be entitled to incentive fee under certain circumstances. According to the terms of such agreement, the incentive fee equals the sum of (i) 12.5% of all net investment income and (ii) 12.5% of all net realized capital gains (net of any net unrealized capital depreciation) less net investment income incentive fee and capital gains incentive fee previously paid. However, incentive fee will only be paid to the extent the cumulative total return of the Company after incentive fee and including such payment would equal or exceed a 6% annual return on daily weighted-average contributed common equity. The determination of incentive fee is subject to limitations under the 1940 Act and the Advisers Act.

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 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. Management considers the following critical accounting policies important to understanding the financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements.

Valuation of portfolio investments

Pursuant to Rule 2a-5 (the “Rule”) under the 1940 Act, the Board of Directors designated the Advisor as the Company’s valuation designee (the “Valuation Designee”) to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted by the Advisor to seek to ensure compliance with the requirements of the Rules.

We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee) and approved by the Board of Directors. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers. However, short term debt investments with original maturities of generally three months or less are valued at amortized cost, which approximates fair value. Debt and equity securities for

which market quotations are not readily available, which is the case for many of our investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our documented valuation policies and procedures reviewed and approved by the Valuation Committee. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread.

The valuation process adopted by the Valuation Designee with respect to investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value is as follows:

•

The investment professionals of the Valuation Designee provide recent portfolio company financial statements and other reporting materials to independent valuation firms approved by the Valuation Committee.

•

Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented and discussed with senior management of the Valuation Designee.

•

The fair value of smaller investments comprising in the aggregate less than 5% of our total capitalization may be determined by the Valuation Designee in good faith in accordance with our valuation policy without the employment of an independent valuation firm.

•

The Valuation Designee determines the fair value of the remainder of investments in our portfolio in good faith based on
the input of the Valuation Committee and the respective independent valuation firms.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing one or more methodologies, including the market approach, the income approach, or in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Valuation Designee may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, our principal market (as the reporting entity) and enterprise values.

When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.

Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into the three broad levels as follows:

Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets.

Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.

Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

As of September 30, 2022, none of our investments were categorized as Level 1, 4.3% were categorized as Level 2 and 95.7% were Level 3 investments valued based on valuations by independent third-party sources.

As of December 31, 2021, none of our investments were categorized as Level 1, 6.7% were categorized as Level 2 and 93.3% were Level 3 investments valued based on valuations by independent third-party sources.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the financial statements.

Revenue recognition

Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

Net realized gains or losses and net change in unrealized appreciation or depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Portfolio and investment activity

During the three months ended September 30, 2022, we invested approximately $44.0 million, comprised of investments in 17 new portfolio companies and 1 existing portfolio company, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $44.0 million, or 100.0% of total acquisitions, were in senior secured loans. Additionally, we received approximately $4.9 million in proceeds from sales or repayments of investments during the three months ended September 30, 2022.

During the nine months ended September 30, 2022, we invested approximately $91.0 million in senior secured loans in 41 new

portfolio companies and 9 existing portfolio companies. Additionally, we received approximately $9.5 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2022.

At September 30, 2022, our investment portfolio of $194.7 million (at fair value) consisted of 98 portfolio companies and was invested 99.5% in senior secured loans and 0.5% in equity investments. Our average portfolio company investment at fair value was approximately $1.9 million. Our largest portfolio company investment by value was approximately 3.1% of our portfolio and our five largest portfolio company investments by value comprised approximately 12.7% of our portfolio at September 30, 2022.

At December 31, 2021, our investment portfolio of $116.5 million (at fair value) consisted of 56 portfolio companies and was invested 99.4% in senior secured loans and 0.6% in equity investments. Our average portfolio company investment at fair value was approximately $2.0 million. Our largest portfolio company investment by value was approximately 4.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 20.0% of our portfolio at December 31, 2021.

The industry composition of our portfolio at fair value at September 30, 2022 was as follows:


Industry	Percent of Total Investments
Software		20.7	%
Diversified Financial Services		10.1	%
Internet Software & Services		10.0	%
Professional Services		9.1	%
Diversified Consumer Services		8.3	%
Insurance		3.1	%
Construction & Engineering		3.0	%
Media		2.9	%
Health Care Technology		2.6	%
Road & Rail		2.6	%
Health Care Providers & Services		2.4	%
Real Estate Management & Development		2.3	%
Wireless Telecommunication Services		2.2	%
Paper & Forest Products		2.2	%
Healthcare Providers & Services		2.1	%
IT Services		2.0	%
Specialty Retail		1.8	%
Consumer Finance		1.5	%
Capital Markets		1.4	%
Commercial Services & Supplies		1.3	%
Construction Materials		1.2	%
Other		7.2	%
Total		100.0	%

The weighted average effective yield of our debt and total portfolio was 10.8% at September 30, 2022 and 8.2% at December 31, 2021. At September 30, 2022, 99.5% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, SOFR, or the Prime Rate, and 0.5% of debt investments bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 97.9% at September 30, 2022. No debt investments in the portfolio company were on non-accrual status as of September 30, 2022. At December 31, 2021, 99.3% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 96.5% at December 31, 2021. No debt investments in the portfolio company were on non-accrual status as of December 31, 2021.

Results of operations

Investment income

Investment income totaled $4,631,045 and $1,511,505, respectively, for the three months ended September 30, 2022 and 2021, of which $4,521,045 and $1,499,951 were attributable to interest and fees on our debt investments, $0 and $11,554 were attributable to PIK income, and $109,630 and $0 to other income, respectively. The increase in investment income in the three months ended September 30, 2022 compared to the three months ended September 30, 2021 reflects the significant increase in portfolio size as the Company continues to ramp up, as well as the increase in LIBOR/SOFR rates during the three months ended September 30, 2022.

Investment income totaled $10,439,061 and $2,506,759, respectively, for the nine months ended September 30, 2022 and 2021, of which $10,135,998 and $2,465,205 were attributable to interest income and fees on our debt investments, $148,344 and $11,554 were attributable to PIK income, and $154,719 and $30,000 to other income, respectively. The increase in investment income in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 reflects the significant increase in portfolio size as the Company continues to ramp up, as well as the increase in LIBOR rates during the nine months ended September 30, 2022.

Expenses

Total operating expenses for the three months ended September 30, 2022 and 2021 were $1,244,114 and $591,248, respectively, comprised of $564,184 and $150,690 in interest and other debt expenses, $358,236 and $124,250 in management fees, $94,765 and $127,190 in professional fees, $84,796 and $87,554 in administrative expenses, $40,000 and $45,926 in director fees, $14,609 and $7,277 in custody and transfer agent fees, $6,896 and $6,065 in insurance expenses, $0 and $0 in accrued incentive fees on capital gains, and $80,628 and $42,296 in other expenses, respectively. The increase in expenses in the three months ended September 30, 2022 compared to the three months ended September 30, 2021 primarily reflects the increase in interest expense due to higher

LIBOR/SOFR rates during the nine months ended September 30, 2022, as well as the significant significant increase in portfolio size and other Company activities as the Company continues to ramp up.

Total operating expenses for the nine months ended September 30, 2022 and 2021 were $3,150,431 and $1,190,278 respectively, comprised of $1,236,229 and $171,594 in interest and other debt expenses, $935,864 and $174,392 in management fees, $293,123 and $326,068 in professional fees, $286,181 and $281,760 in administrative expenses, $121,000 and $133,426 in director fees, $38,128 and $28,417 in custody and transfer agent fees, $20,464 and $18,336 in insurance expenses, $201,710 and $0 in incentive fees earned, ($165,778) and $0 in accrued incentive fees on capital gains, and $183,510 and $56,285 in other expenses, respectively. The increase in expenses in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 primarily reflects the increase in interest expense due to higher LIBOR/SOFR rates during the nine months ended September 30, 2022, as well as the significant increase in portfolio size and other Company activities as the Company continues to ramp up.

Net investment income

Net investment income was $3,386,931 and $920,257 respectively, for the three months ended September 30, 2022 and 2021. The increase in net investment income reflects the higher investment income, partially offset by the higher operating expenses during the three months ended September 30, 2022 compared to the same period in 2021.

Net investment income was $7,288,630 and $1,316,481, respectively, for the nine months ended September 30, 2022 and 2021. The increase in net investment income reflects the higher investment income, partially offset by the higher operating expenses during the nine months ended September 30, 2022 compared to the same period in 2021.

Net realized and unrealized gain or loss

Net realized gain for the three months ended September 30, 2022 and 2021 was $0 and $5,920, respectively.

Net realized gain for the nine months ended September 30, 2022 and 2021 was $4,041 and $5,920, respectively.

For the three months ended September 30, 2022 and 2021, the change in net unrealized appreciation (depreciation) was $(1,108,735) and $1,177,721, respectively. The change in net unrealized depreciation for the three months ended September 30, 2022 was primarily driven by $(272,327) net unrealized depreciation on INH Buyer, Inc., $(171,706) net unrealized depreciation on Ensono and other unrealized depreciation across the portfolio due to wider yield spreads during the period, partially offset by $30,828 unrealized appreciation on our investment in PowerHome Remodeling Group (PHRG). The change in net unrealized appreciation for the three months ended September 30, 2021 was attributed primarily to spread tightening across our portfolio.

For the nine months ended September 30, 2022 and 2021, the change in net unrealized appreciation (depreciation) was $(4,118,114) and $1,735,167, respectively. The change in net unrealized depreciation for the nine months ended September 30, 2022 was primarily driven by $(492,645) net unrealized depreciation on INH Buyer, Inc., $(359,139) net unrealized depreciation on Juice Plus and other unrealized depreciation across the portfolio due to wider yield spreads during the period, partially offset by $68,409 unrealized appreciation on our investment in Razor Group, and $23,968 on our investment in Elevate. The change in net unrealized appreciation for the nine months ended September 30, 2021 was attributed primarily to spread tightening across our portfolio.

Incentive compensation

For the three months ended September 30, 2022, there were no incentive fees paid or accrued as our performance did not exceed the cumulative total return threshold..

For the nine months ended September 30, 2022, $201,710 in incentive fees earned were payable due to our performance exceeding the cumulative total return threshold. In addition, we reversed the accrual of $165,778 as a reserve for incentive fees on capital gains based on a hypothetical liquidation basis in accordance with GAAP.

There were no incentive fees paid or accrued as our performance did not exceed the cumulative total return threshold for the three and nine months ended September 30, 2021.

Income tax expense, including excise tax

The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. The Company has made and intends to continue to make the requisite distributions to its stockholders which will generally relieve the Company from U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year end as such amounts are known. No excise tax was incurred in the nine months ended September 30, 2022 and 2021.

Net increase in net assets resulting from operations

The net increase in net assets applicable to common stockholders resulting from operations was $2,278,196 and $2,103,898 respectively, for the three months ended September 30, 2022 and 2021.

The net increase in net assets applicable to common stockholders resulting from operations was $3,174,557 and $3,057,568 respectively, for the nine months ended September 30, 2022 and 2021.

Liquidity and capital resources

Our liquidity and capital resources are expected to be generated primarily through the initial private placement of shares of the Company's common stock, borrowings under the Capital Call Facility, and cash flows from operations, including investments sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies, payments to service our debt and other general corporate purposes.

The following table summarizes the total shares issued and proceeds received in connection with the Company’s private placement for the nine months ended September 30, 2022 and 2021:


	Nine Months Ended September 30,
	2022		2021
Shares Issued		6,207,019		2,986,102
Average Price Per Share	$	10.50	$	10.07
Proceeds (1)	$	65,154,222	$	30,069,274

(1) Net of offering costs of $62,445 and $30,726 for the nine months ended September 30, 2022 and 2021, respectively

On June 18, 2021, the Company entered into the Capital Call Facility with Sumitomo Mitsui Banking Corporation as administrative agent, lead arranger and as a lender, with a capacity of up to $75 million, secured by the unfunded equity commitments of the Company’s investors. The Capital Call Facility matures on June 16, 2023. Interest on the Capital Call Facility accrues at a rate equal to LIBOR plus 1.95% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 0.95%, the Federal Funds Rate plus 1.45%, or one-month LIBOR plus 1.95%, whichever is highest. Commitment fees on the Capital Call Facility accrue at a rate of 0.225% per annum on the undrawn amount of the commitment. At September 30, 2022, there was $50.0 million drawn on the Capital Call Facility.

Total debt outstanding as of September 30, 2022 also included unsecured promissory notes with a principal amount of $110,000, at a rate of 12% per annum, and a maturity date of December 31, 2050.

Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a BDC to have a ratio of total outstanding indebtedness to net assets of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. The Company does not currently intend to seek approval for the modified asset coverage ratio election set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA. As of September 30, 2022, the Company’s asset coverage ratio was 401%.

Net cash used in operating activities during the nine months ended September 30, 2022 was $85.4 million, consisting primarily of the settlement of acquisitions of investments (net of dispositions) of $91.8 million, offset by net investment income (net of non-cash income and expenses) of approximately $6.4 million.

Net cash provided by financing activities was $89.3 million during the nine months ended September 30, 2022, consisting of $28.0 in net draws on the Capital Call Facility, $65.2 million proceeds from shares of common stock sold offset by $3.9 million in dividends paid to shareholders .

At September 30, 2022, we had $5.9 million in cash and cash equivalents.

Contractual obligations

We have entered into several contracts under which we have future commitments. Pursuant to the Investment Management Agreement, the Advisor manages our day-to-day operations and provides investment advisory services to us. Payments under the Investment Management Agreement are equal to a percentage of the value of our total assets (excluding cash and cash equivalents) and an incentive fee, plus reimbursement of certain expenses incurred by the Advisor. Under our Administration Agreement, the Administrator provides us with administrative services, facilities and personnel. Payments under the Administration Agreement are equal to an allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us, and may include rent and our allocable portion of the cost of certain of our officers and their respective staffs. We are responsible for reimbursing the Advisor for due diligence and negotiation expenses, fees and expenses of custodians, administrators, transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as applicable. The Advisor is not responsible for any of the foregoing expenses and such services are not investment advisory services under the 1940 Act. The Company may terminate each of the Investment Management Agreement and Administration Agreement without penalty upon not less than 60 days’ written notice to the other party and the Advisor and the Administrator may terminate the Investment Management Agreement or Administration Agreement, as applicable, without penalty upon not less than 120 days’ written notice to the other party.

Distributions

Our dividends and distributions to common stockholders, if any, are determined and declared by our board of directors and are recorded on the ex-dividend date. Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.

The following table summarizes dividends declared for the nine months ended September 30, 2022. Tax characteristics of any distributions are reported to stockholders on Form 1099-DIV or Form 1042-S after the end of the calendar year.


Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
May 16, 2022	June 16, 2022	June 30, 2022	Regular	$	0.12	$	1,401,289
June 28, 2022	September 16, 2022	September 30, 2022	Regular	$	0.17	$	2,500,426
				$	0.29	$	3,901,715

The following table summarizes dividends declared for the nine months ended September 30, 2021. Tax characteristics of any distributions are reported to stockholders on Form 1099-DIV or Form 1042-S after the end of the calendar year


Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
August 4, 2021	September 1, 2021	September 15, 2021	Regular	$	0.035	$	209,983
				$	0.035	$	209,983

We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of:

•

98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;

•

98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally ending on October 31 of the calendar year; and

•

certain undistributed amounts from previous years on which we paid no U.S. federal income tax.

We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax.

In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to pay a large portion of a dividend in shares of our common stock instead of in cash. As long as a sufficient portion of such dividend is paid in cash (which portion can generally be as low as 20%) and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes.

Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

•

The Company has entered into an Investment Management Agreement with the Advisor.

•

The Administrator provides us with administrative services necessary to conduct our day-to-day operations. For providing these services, facilities and personnel, the Administrator may be reimbursed by us for expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of certain of our officers and the Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we are required to provide such assistance. The Administrator is an affiliate of the Advisor.

•

We have entered into a royalty-free license agreement with BlackRock and the Advisor, pursuant to which each of BlackRock and the Advisor has agreed to grant us a non-exclusive, royalty-free license to use the name "BlackRock".

The Advisor and its affiliates, employees and associates currently do and in the future may manage other funds and accounts. The Advisor and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds or accounts. Accordingly, conflicts may arise regarding the allocation of investments or opportunities among us and those accounts. In general, the Advisor will allocate investment opportunities pro rata among us and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co-investment exemptive order applicable to us. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, we may desire to retain an asset at the same time that one or more other funds or accounts desire to sell it or we may not have additional capital to invest at a time the other funds or accounts do. If the Advisor is unable to manage our investments effectively, we may be unable to achieve our investment objective. In addition, the Advisor may face conflicts in allocating investment opportunities between us and certain other entities that could impact our investment returns. While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, we may face conflict of interests and investments made pursuant to the exemptive order conditions which could in certain circumstances affect adversely the price paid or received by us or the availability or size of the position purchased or sold by us.

Recent Developments

From October 1, 2022 through November 2, 2022, the Company has invested approximately $5.9 million primarily in 5 senior secured loans with a combined effective yield of approximately 11.8%.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. At September 30, 2022, 99.5% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, SOFR, or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. At September 30, 2022, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 97.9%. 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 Statement of Assets and Liabilities as of September 30, 2022, the following table shows the annual impact on net investment income (excluding the related incentive fee impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments and the fact that our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure:


Basis Point Change	Net Investment Income			Net Investment Income Per Share
Up 300 basis points	$	4,510,979		$	0.31
Up 200 basis points		3,007,320			0.21
Up 100 basis points		1,503,660			0.10
Down 100 basis points		(1,474,489	)		(0.10	)
Down 200 basis points		(2,933,271	)		(0.20	)
Down 300 basis points		(2,981,542	)		(0.20	)

Item 4. Controls and Procedures

As of the period covered by this report, we, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Part II – Other Information

Item 1. Legal Proceedings

Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, as of September 30, 2022, we are currently not a party to any pending material legal proceedings.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our most recent annual report on Form 10-K, as filed with the Securities and Exchange Commission on March 2, 2022, except as below.

Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impact our business, financial condition and earnings.

Periods of market volatility remain, and may continue to occur in the future, in response to various political, social and economic events both within and outside of the U.S. These conditions have resulted in, and in many cases continue to result in, greater price volatility, less liquidity, widening credit spreads and a lack of price transparency, with many securities remaining illiquid and of uncertain value. Such market conditions may adversely affect the Company, including by making valuation of some of the Company’s securities uncertain and/or result in sudden and significant valuation increases or declines in the Company’s holdings. If there is a significant decline in the value of the Company’s portfolio, this may impact the asset coverage levels for the Company’s outstanding leverage.

Risks resulting from any future debt or other economic crisis could also have a detrimental impact on the global economic recovery, the financial condition of financial institutions and our business, financial condition and results of operation. Market and economic disruptions have affected, and may in the future affect, consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt and home prices, among other factors. To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit factors, our business, financial condition and results of operations could be significantly and adversely affected. Downgrades to the credit ratings of major banks could result in increased borrowing costs for such banks and negatively affect the broader economy. Moreover, Federal Reserve policy, including with respect to certain interest rates, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, rising interest rates and/or a return to unfavorable economic conditions could impair the Company’s ability to achieve its investment objectives.

The occurrence of events similar to those in recent years, such as localized wars, instability, new and ongoing pandemics (such as COVID-19), epidemics or outbreaks of infectious diseases in certain parts of the world, natural/environmental disasters, terrorist attacks in the U.S. and around the world, social and political discord, debt crises, sovereign debt downgrades, increasingly strained relations between the U.S. and a number of foreign countries, new and continued political unrest in various countries, the exit or potential exit of one or more countries from the EU or the EMU, continued changes in the balance of political power among and within the branches of the U.S. government, government shutdowns, among others, may result in market volatility, may have long term effects on the U.S. and worldwide financial markets, and may cause further economic uncertainties in the U.S. and worldwide. In particular, the consequences of the conflict between Russia and Ukraine, including international sanctions, the potential impact on inflation and increased disruption to supply chains and energy resources may impact our portfolio companies, result in an economic downturn or recession either globally or locally in the U.S. or other economies, reduce business activity, spawn additional conflicts (whether in the form of traditional military action, reignited "cold" wars or in the form of virtual warfare such as cyberattacks) with similar and perhaps wider ranging impacts and consequences and have an adverse impact on the Company’s returns and net asset value. Such consequences also may increase our funding cost or limit our access to the capital markets.

The current political climate has intensified concerns about a potential trade war between China and the U.S., as each country has imposed tariffs on the other country’s products. These actions may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on our performance. U.S. companies that source material and goods from China and those that make large amounts of sales in China would be particularly vulnerable to an escalation of trade tensions. Uncertainty regarding the outcome of the trade tensions and the potential for a trade war could cause the U.S. dollar to decline against safe haven currencies, such as the Japanese yen and the euro. Events such as these and their consequences are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future. Any of these effects could have a material adverse effect on our business, financial condition and results of operations.

Rising interest rates or changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial condition and results of operations.

Our debt investments are generally based on floating rates, such as London Interbank Offer Rate (“LIBOR”), EURIBOR, Secured Overnight Financing Rate (“SOFR”), the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our common stock and our rate of return on invested capital. A reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on our net interest income. While we generally expect to invest a limited percentage of our assets in instruments with a fixed interest rate, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, an increase in interest rates could decrease the value of those fixed rate investments. Rising interest rates may also increase the cost of debt for our underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to the Company. Also, an increase in interest rates available to investors could make investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock.

Because we have borrowed money, and may issue preferred stock to finance investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds or pay distributions on preferred stock and the rate that our investments yield. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In this period of rising interest rates, our cost of funds may increase except to the extent we have issued fixed rate debt or preferred stock, which could reduce our net investment income.

You should also be aware that a change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold and may result in a substantial increase in the amount of Incentive Fees payable to our Advisor with respect to the portion of the Incentive Fee based on income.

Interest rates have risen in recent months, and the risk that they may continue to do so is pronounced.

We are subject to risks related to inflation.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. Recently, inflation has increased to its highest level in decades. As inflation increases, the real value of our shares and distributions therefore may decline. In addition, during any periods of rising inflation, interest rates of any debt securities issued by the Company would likely increase, which would tend to further reduce returns to shareholders. Inflation rates may change frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in economic policies, and our investments may not keep pace with inflation, which may result in losses to our shareholders. This risk is greater for fixed-income instruments with longer maturities

We are subject to credit risk related to investments in our portfolio companies and with our financial institutions and counterparties

The Company has investments in lower rated and comparable quality unrated senior and junior secured, unsecured and subordinated debt securities and loans, which are subject to a greater degree of credit risk than more highly rated investments. The risk of loss due to default by the issuer is significantly greater for holders of such securities and loans, particularly in cases where the investment is unsecured or subordinated to other creditors of the issuer.

The Company may be exposed to counterparty credit risk, or the risk that an entity with which the Company has unsettled or open transactions may fail to or be unable to perform on its commitments. The Company manages counterparty risk by entering into transactions only with counterparties that they believe have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Company to market, issuer and counterparty credit risks, consist principally of investments in portfolio companies. The extent of the Company’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is generally approximated by their fair value recorded in the Consolidated Statements of Assets and Liabilities. The Company is also exposed to credit risk related to maintaining all of its cash at a major financial institution.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:


Number		Description
3.1		Certificate of Incorporation(1)
3.2		By-Laws(1)
4.1		Form of Subscription Agreement(2)
31.1		Certification of Chief Executive Officer 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 Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U. S. C. 1350)*

* Filed herewith.

(1)

Incorporated by reference to the Company’s Registration Statement on Form 10 (File No. 000-56231) filed on December 10, 2020.

(2)

Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56231) filed on January 25, 2021.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

BlackRock Direct Lending Corp.


Date: November 4, 2022	By:	/s/ Nik Singhal
	Name:	Nik Singhal
	Title:	Chief Executive Officer

Date: November 4, 2022	By:	/s/ Erik L. Cuellar
	Name:	Erik L. Cuellar
	Title:	Chief Financial Officer