TCW Star Direct Lending LLC

05/13/2026 | Press release | Distributed by Public on 05/13/2026 15:15

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or future performance or financial condition of TCW Star Direct Lending LLC. For simplicity, this report uses the terms "Company," "we," "us," and "our" to refer to TCW Star Direct Lending LLC and where appropriate in the context, its wholly-owned subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

an economic downturn could impair our portfolio companies' ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
an economic downturn could disproportionately impact the companies which we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;
a decline in interest rates could adversely impact our results as a majority of our debt investments bear interest based on floating rates;
the impact of current global economic conditions, including those caused by inflation, an elevated interest rate environment and geopolitical events;
interest rate volatility could adversely affect our results;
our future operating results;
our business prospects and the prospects of our portfolio companies;
our contractual arrangements and relationships with third parties;
the ability of our portfolio companies to achieve their financial and other business objectives;
an inability to replicate the historical success of any previously launched fund managed by the private credit team of our investment adviser, TCW Asset Management Company LLC (the "Adviser", also the "Administrator");
potential illiquidity and lack of a viable trading market for our Units (as defined herein);
the ability of the Adviser to attract and retain highly talented professionals, and the allocation of such professionals' time;
our reliance on management of the portfolio companies in which we invest;
we may be unable to generate returns for our investors and any losses of the Company will be borne solely by holders of our Units ("Unitholders") and not by the Adviser;
the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;
defaults by a substantial number of Unitholders or by one or more Unitholders who have made substantial Capital Commitments (as defined herein);
the impact of prepayment on the value of our investments;
the allocation of expenses in co-investments;
our reliance on the skill and expertise of the Adviser;
investments at different levels of a capital structure may expose us to additional risks;
conflicts of interest may arise between the Advisers, Other Clients (as defined herein) and certain of our portfolio companies;
we may be limited in our ability to engage in certain transactions with affiliates under the 1940 Act;
the speculative and illiquid nature of our investments;
operational risks;
uncertainty surrounding market and geopolitical risk;
disruptions and instability in the capital markets;
uncertainty with respect to trade policies, treaties and tariffs;
our status as a non-diversified investment company may cause our net asset value to fluctuate;
collateral may consist of assets that may not be readily liquidated;
our investments may not be diversified;
our reliance upon un-affiliated co-lenders, consultants, service providers and other counterparties;
valuation risks;
the risks associated with indirect investments in portfolio companies through joint ventures, partnerships or other special purpose vehicles;
insolvencies of our portfolio companies;
potential lender liability proceedings;
additional risks associated with the highly levered portfolio companies in which we may invest;
the risks associated with the bridge financings, subordinated or mezzanine financings, unitranche loans, delayed draw facilities which we may make to portfolio companies;
loans to middle-market portfolio companies present a greater risk than loans to larger companies;
risks associated payment-in-kind ("PIK") interest and private credit;
investments in portfolio companies located outside of the US may present additional risks;
we will pay fees and expenses which will reduce the actual returns to Unitholders, the distributions we make to Unitholders, and the overall value of the Unitholders' investment;
we may retain, in whole or in part, any proceeds attributable to portfolio investments and may use the amounts retained to make investments, pay Company fees and expenses, repay Company borrowings, or fund reasonable reserves for future Company expenses or other obligations;
we may issue preferred units with separate rights and privileges;
compliance with current legal, tax and regulatory framework and changes thereto;
the costs associated with being a public entity;
uncertainty surrounding global political and financial stability, including the liquidity of the banking industry;
changes or potential disruptions in our operations and the operations of our portfolio companies, the economy, financial markets or political environment, including those caused by tariffs and trade disputes with other countries, supply chain issues, inflation and an elevated interest rate environment;
risks associated with possible disruption in our operations, the operations of our portfolio companies or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters, pandemics or cybersecurity incidents;
the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;
the ability of the TCW Group, Inc. to attract and retain highly talented professionals that can provide services to the Adviser and Administrator;
our ability to qualify and maintain our qualification as a regulated investment company, or "RIC," under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the "Code") and as a business development company ("BDC") under the Investment Company Act of 1940 (the "1940 Act") and the related tax implications;
the effect of legal, tax and regulatory changes;
information systems failures and other cybersecurity risks significantly disrupting our business, financial condition or operating results;
the risks artificial intelligence pose to us and our portfolio companies; and
the other risks, uncertainties and other factors we identify in this quarterly report on Form 10-Q and under "Part I-Item 1A. Risk Factors" in our Form 10-K filed with the SEC on March 26, 2026.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward- looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the "1934 Act"), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this report because we are regulated under the 1940 Act as an investment company.

Overview

We were formed on March 7, 2022 as a limited liability company under the laws of the State of Delaware. We have conducted private offerings of our common limited liability company units (the "Units") to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act").

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

On September 15, 2022, (the "Closing Date") we began accepting subscription agreements from investors for the private sale of our Units. As of March 31, 2026, we have sold 3,753,190 Units for an aggregate offering price of $375.3 million. Each Unitholder is obligated to contribute capital equal to their Commitment and each Unit's Commitment obligation is $100.00 per unit. The sale of the Units was made pursuant to subscription agreements entered into by us and each investor. Under the terms of the subscription agreements, we may draw down all or any portion of the undrawn commitment with respect to each Unit generally upon at least ten business days' prior written notice to the unitholders. The amount of capital that remains to be drawn down and contributed is referred to as an "Undrawn Commitment."

Our Commitment Period commenced on the Closing Date and will end on December 21, 2026, which is the later of (a) September 15, 2026, four years from the Closing Date and (b) December 21, 2022, which is four years from the date on which the Company first completed an investment. The Commitment Period automatically extends for successive one-year periods beginning December 21, 2025, so that immediately following such extension, the Commitment Period will expire two years from the extension date. However, the Commitment Period is subject to termination upon the occurrence of a Key Person Event defined as follows: A "Key Person Event" will occur if, during the Commitment Period, (i) Richard T. Miller and one or more of Suzanne Grosso, Mark Gertzof and David Wang (each of such four Persons, a "Key Person" and collectively, the "Key Persons") fail to devote substantially all (i.e. more than 85%) of his or her business time to the investment activities of the Company, the prior funds, any successor funds and any fund(s) managed by the Adviser or an affiliate of the Adviser that are managed within the Private Credit Group (together, the "Related Entities"); or (ii) Ms. Grosso, Mr. Gertzof and Mr. Wang all fail to devote substantially all of their business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a temporary disability; provided that if a replacement has been approved as described in the paragraphs below, such replacement shall be specifically designated to take the place of one of the above-named individuals and the definition "Key Person Event" will be amended to take into account such successor.

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

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

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

As of March 31, 2026, we have five wholly-owned subsidiaries, each a Delaware limited liability company.

Revenues

We generate revenues in the form of interest income and capital appreciation by providing private capital to middle market companies operating in a broad range of industries primarily in the United States. Our highly negotiated private investments include senior secured loans, unsecured senior loans, subordinated and mezzanine loans, convertible securities, notes and other non-convertible debt securities, equity securities, and equity-linked securities such as options and warrants. However, our investment bias is towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments. Although we do not currently expect the Private Credit Group to originate a significant amount of investments for us with the use of PIK interest features, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, from time to time we may make investments that contain such features or that subsequently incorporate such features after origination.

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

Expenses

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

We, and indirectly our Unitholders, bear all costs, expenses and liabilities in connection with our operations, administration and transactions, including, without limitation: (a) organizational expenses and expenses associated with the issuance of the Units and issuance of interests in a Related Entity organized and managed by TCW as a feeder fund for the Company; (b) expenses of calculating our net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring our financial and legal affairs, providing administrative services, monitoring or administering our investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with our reporting and compliance obligations under the 1940 Act, the 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance our investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under the Administration

Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent, sub-administration and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes or other governmental charges assessed against us; (n) independent directors' fees and expenses and the costs associated with convening a meeting of our board of directors or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any preferred units; (p) costs of any reports, proxy statements or other notices to Unitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of our financial statements and tax returns; (r) our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, "no-action" positions or other guidance sought from a regulator, pertaining to us; (u) compensation of other personnel (including employees and secretarial and other staff of the Administrator) to the extent they are devoted to preparing our financial statements or tax returns or providing similar "back office" financial services to us; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for us, monitoring our investments and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to us, including in each case services with respect to the proposed purchase or sale of securities by us that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the LLC Agreement or Advisory Agreement or related documents of us or related entities; (aa) fees, costs, and expenses incurred in connection with our termination, liquidation or dissolution or related entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering our business.

However, we will not bear more than (a) an amount equal to 10 basis points of our aggregate Commitments for organizational expenses and offering expenses in connection with the offering of Units.

"Adviser Operating Expenses" means overhead and operating and administrative expenses incurred by or on behalf of the Adviser or any of its affiliates, including us, in connection with maintaining and operating the Adviser's office, including salaries and other compensation (including compensation due to its officers), rent, routine office equipment expense and liability and insurance premiums (other than (i) those incurred in maintaining fidelity bonds and Indemnitee insurance policies and (ii) the allocable portion of the Administrator's overhead in performing its obligations), in furtherance of providing supervisory investment management services for us. For the avoidance of doubt, Adviser Operating Expenses include any expenses incurred by the Adviser or its affiliates in connection with the Adviser's registration as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act"), or with its compliance as a registered investment adviser thereunder.

All Adviser Operating Expenses and all our expenses that we will not bear, as set forth above, are borne by the Adviser or its affiliates.

Costs incurred to organize the Company are expensed as incurred. Offering costs are accumulated and will be charged directly to Members' Capital during the same period in which an initial capital call is made. We will not bear more than an amount equal to 10 basis points of the aggregate capital commitments to the Company through the Units (the "Commitments") of the Company for organization and offering costs in connection with the offering of the Units through the Closing Period. As of March 31, 2026, we have incurred $0.1 million in organizational costs since inception, of which $0 was expensed during three months ended March 31, 2026. Since inception, we have incurred $5.2 thousand in offering costs, all of which are charged to Members' Capital during the fourth quarter of the period ended December 31, 2022.

Critical Accounting Policies and Estimates

Investments at Fair Value

The preparation of our consolidated financial statements requires us 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. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described below. The critical accounting estimates should be read in conjunction with the other risks, uncertainties and other factors we identify in this quarterly report on Form 10-Q and under Part I - Item 1A. "Risk Factors" in our Form 10-K filed with the SEC on March 26, 2026. See Note 3 to our consolidated financial statements for more information on our critical accounting policies.

Investments that we hold for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by the Board based on similar instruments, internal assumptions and the weighting of the best available pricing inputs. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" with respect to the fair valuation of our portfolio securities, subject to oversight by and periodic reporting to the Board. Prior to this date, fair valuations were approved by the Board in accordance with our valuation policy.

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

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

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

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

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

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

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

Level 2 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 2), generally includes warrants valued using quotes for comparable investments.

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

Debt, (Level 3), includes investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. An income method approach incorporating a weighted average cost of capital and discount rate, or a market method approach using prices and other relevant information generated by market transactions involving identical or comparable assets, is generally used to determine fair value, though some cases use an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.

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

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

Income Recognition

Interest income and interest income paid-in-kind are recorded on an accrual basis unless doubtful of collection or the related investment is in default.

Although we do not currently expect the Private Credit Group to originate a significant amount of investments for us with the use of PIK interest features, from time to time we may make investments that contain such features or that subsequently incorporate such features after origination. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. To maintain our tax status as a RIC, this non-cash source of income must be paid out to Unitholders in the form of dividends for the year the income was earned, even though we have not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest. For the three months ended March 31, 2026, PIK interest income earned was $0.7 million, representing 10.0% of investment income. For the three months ended March 31, 2025, PIK interest income earned was $0.5 million, representing 8.7% of investment income.

Realized gains and losses on investments are recorded on a specific identification basis. We typically receive a fee in the form of a discount to the purchase price at the time it funds an investment in a loan. The discount is accreted to interest income over the life of the respective loan, using the effective-interest method assuming there are no questions as to collectability, and reflected in the amortized cost basis of the investment. Ongoing facility, commitment or other additional fees including prepayment fees, consent fees and forbearance fees are recognized immediately when earned as income.

We may enter into certain intercreditor agreements or loan agreements that entitle us to the "last out" tranche of first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. In certain cases, we may receive a higher interest rate than the contractual stated interest rate as disclosed on our Consolidated Schedule of Investments.

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

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment regarding collectability. If at any point we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current. We may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection.

Investment Activity

As of March 31, 2026, our portfolio consisted of 47 debt investments and four equity investments. Based on fair values as of March 31, 2026, our portfolio was 96.3% invested in debt investments which were all senior secured term loans and revolving loans and 3.7% invested in an equity investment which were warrants and common units.

As of December 31, 2025, our portfolio consisted of 48 debt investments and four equity investments. Based on fair values as of December 31, 2025, our portfolio was 96.5% invested in debt investments which were all senior secured term loans and revolving loans and 3.5% invested in an equity investment which were warrants and common units.

The table below describes our debt and equity investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets by industry as of March 31, 2026:

Industry

Percent of Total Investments

Commercial Services & Supplies

11

%

Hotels, Restaurants & Leisure

10

%

Energy Equipment & Services

8

%

Personal Care Products

8

%

Containers & Packaging

7

%

Food Products

7

%

Building Products

5

%

Specialty Retail

5

%

Leisure Products

4

%

Professional Services

4

%

Automobile Components

4

%

Metals & Mining

4

%

Health Care Equipment & Supplies

4

%

Ground Transportation

4

%

Construction & Engineering

3

%

Software

3

%

Transportation Infrastructure

2

%

Machinery

2

%

Paper & Forest Products

2

%

Trading Companies & Distributors

2

%

Consumer Discretionary Textiles, Apparel & Luxury Goods

1

%

Total

100

%

Results of Operations

Our operating results for the three months ended March 31, 2026 and 2025 were as follows (dollar amounts in thousands):

For the three months ended March 31,

2026

2025

Total investment income

$

6,587

$

5,399

Total expenses

1,892

1,460

Net investment income

4,695

3,939

Net change in unrealized appreciation/(depreciation) on investments

(184

)

(1,361

)

Net increase in Members' Capital from operations

$

4,511

$

2,578

Total investment income

Total investment income for the three months ended March 31, 2026 and 2025 was $6.6 million and $5.4 million, respectively. Total investment income for the three months ended March 31, 2026 and 2025 included interest income (including interest income paid-in-kind) of $6.6 million and $5.4 million, respectively.

The increase in total investment income during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is primarily attributable to the increase in the par value of our debt investments which increased from $181.5 million as of March 31, 2025 to $226.4 million as of March 31, 2026 coupled with an increase in our portfolio of debt investments which increased from 46 as of March 31, 2025 to 47 as of March 31, 2026.

Total Expenses

Expenses for the three months ended March 31, 2026 and 2025 were as follows (dollar amounts in thousands):

For the three months ended March 31,

2026

2025

Expenses

Incentive fees

$

796

$

455

Management fees

684

513

Administrative fees

124

120

Interest expense on repurchase transactions

115

210

Professional fees

62

69

Directors' fees

54

50

Insurance expense

16

13

Other expenses

41

30

Total expenses

$

1,892

$

1,460

Our total operating expenses for the three months ended March 31, 2026 and 2025 were $1.9 million and $1.5 million, respectively. Our operating expenses for the three months ended March 31, 2026 and 2025 include management fees attributed to the Adviser of $0.7 million and $0.5 million, respectively, and incentive fees attributed to the Adviser of $0.8 million and $0.5, respectively. Our expenses for the three months ended March 31, 2026 and 2025 also include interest expense incurred on repurchase transactions of $0.1 million and $0.2 million, respectively.

The increase in our total expenses for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is primarily due to an increase in incentive fees which increased due to net realized and unrealized losses on investments of $0.2 million during the three months ended March 31, 2026 compared to net realized and unrealized losses on investments of $1.4 million during the three months ended March 31, 2025 coupled with higher net investment income during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Management fees also increased due to increases in the investment cost basis for which management fees are based.

Net investment income

Net investment income for the three months ended March 31, 2026 and 2025 was $4.7 million and $3.9 million, respectively. The increase in net income for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is primarily attributable to the increase in total investment income partially offset by an increase in expenses, as described above.

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

Our net change in unrealized appreciation/(depreciation) on non-controlled/non-affiliated investments for the three months ended March 31, 2026 and 2025 was ($0.2) million and ($1.4) million, respectively. Our net change in unrealized appreciation/(depreciation) for the three months ended March 31, 2026 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer

Investment

Change in
Unrealized
Appreciation/
(Depreciation)

Mark Andy, Inc.

Term Loan

$

(771

)

Connect America.com, LLC

Last Out Term Loan

(278

)

Cinelease, LLC

ABL Term Loan

116

Cinelease, LLC

Warrant, expires 7/31/35

211

HydroSource Logistics, LLC

Warrant, expires 4/4/34

998

All others

Various

(460

)

Net change in unrealized appreciation/(depreciation)

$

(184

)

Our net change in unrealized appreciation/(depreciation) for the three months ended March 31, 2025 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer

Investment

Change in
Unrealized
Appreciation/
(Depreciation)

Signature Brands, LLC

Term Loan

$

(1,135

)

The HC Companies, Inc.

Term Loan

(235

)

Mark Andy, Inc.

Term Loan

124

HydroSource Logistics, LLC

Warrant, expires 4/4/34

160

All others

Various

(275

)

Net change in unrealized appreciation/(depreciation)

$

(1,361

)

Net realized gain/(loss) on non-controlled/non-affiliated investments

During the three months ended March 31, 2026 and 2025 we did not recognize a realized gain or loss on investments as none of our investments were disposed of during the period.

Net increase in Members' Capital from operations

Our Net increase in Members' Capital from operations during the three months ended March 31, 2026 and 2025 was $4.5 million and $2.6 million, respectively.

The Net increase in Members' Capital from operations during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 increased due to net realized and unrealized losses of $0.2 million during the three months ended March 31, 2026 compared to net realized and unrealized losses of $1.4 million during the three months ended March 31, 2025 which was coupled with the increase in net investment income described above.

Financial Condition, Liquidity and Capital Resources

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

Our primary use of cash is for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including expenses, the Management Fee, the Incentive Fee, and any indemnification obligations), and (3) cash distributions to the Unitholders.

As of March 31, 2026 and December 31, 2025, aggregate Commitments, Undrawn Commitments and subscribed for Units of the Company were as follows (dollar amounts in thousands):

March 31, 2026

December 31, 2025

Commitments

$

375,319

$

375,319

Undrawn commitments

$

130,319

$

137,319

Percentage of commitments funded

65.3

%

63.4

%

Units

3,753,190

3,753,190

In order to finance certain investment transactions, we may, from time to time, enter into repurchase agreements with Macquarie US Trading LLC ("Macquarie"), whereby we sell to Macquarie an investment that we hold and concurrently enter into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold (each, a "Macquarie Transaction").

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

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

We did not enter into any Barclays Transactions during the three months ended March 31, 2026 and 2025.

The Macquarie Transactions entered into by us during the three months ended March 31, 2026 and 2025 had an average principal balance of $9.3 million and $11.4 million, respectively, and a weighted average annual interest rate of 6.66% and 7.49%, respectively. Interest expense under these Repurchase Obligations is calculated as the product of (i) the difference in days between the trade date and the settlement date of the respective Macquarie Transaction and (ii) the interest rates as stipulated in the respective repurchase agreements.

As of March 31, 2026 and December 31, 2025, we had $8.5 million and $0, respectively in outstanding Repurchase Obligations with Macquarie. The Repurchase Obligation outstanding as of March 31, 2026 is associated with a repurchase agreement that was entered into on March 23, 2026. Such Repurchase Obligation was collateralized by our term loan to The Vitamin Shoppe, LLC. Interest under these Repurchase Obligation is calculated as "the product of (i) the difference in days between the trade date and the settlement date of the Macquarie Transaction and (ii) 0.000183344" as stipulated in the repurchase agreement. As of March 31, 2026, the remaining contractual maturity of the repurchase agreement was between 31-90 days. Our outstanding Repurchase Obligation is categorized as Level 2 within the fair value hierarchy.

The net proceeds we received from Macquarie Transactions during the three months ended March 31, 2026 and 2025 was a net loss of $0.1 million and $0.2 million, respectively, comprised entirely of interest expense.

Interest expense incurred on Macquarie Transactions for the three months ended March 31, 2026 and 2025 was $0.1 million and $0.2 million, respectively.

TCW Star Direct Lending LLC published this content on May 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 13, 2026 at 21:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]