Sec Form 13D Filing - Nippon Life Global Investors Americas Inc. filing for TCW Star Direct Lending LLCTCW Star Direct Lending LLC - 2022-09-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(AMENDMENT NO. )*

TCW Star Direct Lending LLC

(Name of Issuer)

Common Limited Liability Company Units

(Title of Class of Securities)

0001916608

(Issuer’s CIK Number)

(CUSIP Number)

Nippon Life Global Investors Americas, Inc.

101 Park Avenue, 33rd Floor,

New York, NY 10178

Attention: Compliance Department

With a copy to:

David S. Bakst, Esq.

Mayer Brown LLP

1221 Avenue of the Americas,

New York, NY 10020

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 15, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

---

1.		NAMES OF REPORTING PERSONS   NLGI US Private Debt Fund II
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (See Instructions) WC
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6.		Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially   Owned by Each Reporting Person With		7.		Sole Voting Power -0-
		8.		Shared Voting Power 3,753,190 *
		9.		Sole Dispositive Power -0-
		10.		Shared Dispositive Power 3,753,190 *
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,753,190 *
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)		☐
13.		Percent of Class Represented by Amount in Row (11)   99.999% *
14.		Type of Reporting Person (See Instructions)   OO

* See Item 5 hereof

 

1.		NAMES OF REPORTING PERSONS   Nippon Life Global Investors Americas, Inc.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (See Instructions) Not Applicable
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐

---

6.		Citizenship or Place of Organization   New York
Number of Shares Beneficially   Owned by Each Reporting Person With		7.		Sole Voting Power -0-
		8.		Shared Voting Power 3,753,190 *
		9.		Sole Dispositive Power -0-
		10.		Shared Dispositive Power 3,753,190 *
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,753,190 *
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)		☐
13.		Percent of Class Represented by Amount in Row (11)   99.999% *
14.		Type of Reporting Person (See Instructions)   IA

* See Item 5 hereof

 

1.		NAMES OF REPORTING PERSONS   Nippon Life Insurance Company
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (See Instructions) Not Applicable
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6.		Citizenship or Place of Organization   Japan
Number of Shares Beneficially   Owned by Each Reporting Person With		7.		Sole Voting Power -0-
		8.		Shared Voting Power 3,753,190 *
		9.		Sole Dispositive Power -0-
		10.		Shared Dispositive Power 3,753,190 *

---

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,753,190 *
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)		☐
13.		Percent of Class Represented by Amount in Row (11)   99.999% *
14.		Type of Reporting Person (See Instructions)   OO (Non-US Life Insurance Company)

* See Item 5 hereof

---

1.		NAMES OF REPORTING PERSONS   Taiju Life Insurance Company Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (See Instructions) WC
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6.		Citizenship or Place of Organization   Japan
Number of Shares Beneficially   Owned by Each Reporting Person With		7.		Sole Voting Power -0-
		8.		Shared Voting Power 3,753,190 *
		9.		Sole Dispositive Power -0-
		10.		Shared Dispositive Power 3,753,190 *
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,753,190 *
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)		☐
13.		Percent of Class Represented by Amount in Row (11)   99.999% *
14.		Type of Reporting Person (See Instructions)   OO (Non-US Life Insurance Company)

* See Item 5 hereof

---

SCHEDULE 13D

 

ITEM 1.  Security

and Issuer.

Title and class of equity securities: Common Limited Liability Company Units

Name and address of the principal executive offices of the issuer:

TCW Star Direct Lending LLC

200 Clarendon Street, 51st Floor

Boston, MA 02116

 

ITEM 2.  Identity

and Background.

 

(a)	Name of Person Filing

NLGI US Private Debt Fund II

Nippon Life Global Investors Americas, Inc.

Nippon Life Insurance Company

Taiju Life Insurance Company Limited

 

(b)	Address of Principal Business Office or, if none, Residence

NLGI US Private Debt Fund II

c/o MUFG Fund Services (Cayman) Limited

MUFG House, 227 Elgin Ave

P.O. Box 609

Grand Cayman, KY1-1107

Cayman Islands

Nippon Life Global Investors Americas, Inc.

101 Park Avenue, 33^rd Floor,

New York, NY 10178

Nippon Life Insurance Company

1-6-6 Marunouchi

Chiyoda-Ku, Tokyo 100-8288

Taiju Life Insurance Company Limited

1-1-20 Aomi

Koto City, Tokyo 135-0064, Japan

 

(c)	Occupation or Employment

NLGI US Private Debt Fund II is in the primary business of making investments.

Nippon Life Global Investors Americas, Inc. is in the primary business of being an investment advisor.

Nippon Life Insurance Company is in the primary business of providing insurance.

Taiju Life Insurance Company Limited is in the primary business of providing insurance.

 

Schedule 1 sets forth the executive officers and directors of Nippon Life Global Investors Americas, Inc., Nippon Life Insurance Company and Taiju Life Insurance Company Limited, and their respective business address and citizenship.

---

(d) – (e)

During the last five years, neither NLGI US Private Debt Fund II (the “Fund”), Nippon Life Global Investors Americas, Inc. (“NLGIA”), Nippon Life Insurance Company (“Nippon”), nor Taiju Life Insurance Company Limited (“Taiju” and, together with the Fund, NLGIA and Nippon each, a “Reporting Person”) nor, to any Reporting Person’s knowledge, any executive officer or director listed on Schedule 1 (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)	Citizenship

NLGI US Private Debt Fund II – Cayman Islands Unit Trust

Nippon Life Global Investors Americas, Inc. – New York corporation

Nippon Life Insurance Company – Japanese mutual life insurance company

Taiju Life Insurance Company Limited – Japanese life insurance company

 

ITEM 3.  Source

and Amount of Funds or Other Consideration.

The total amount of funds used by the Fund to purchase the 3,753,190 Common Units (the “Common Units”) of TCW Star Direct Lending LLC (the “Issuer”) reported herein will be $375,319,000.00, which is the amount required to satisfy capital calls made by the Issuer with respect to the Common Units. With respect to capital calls made by the Issuer with respect to the Common Units, the Fund from time to time uses a subscription line of credit to fund such capital calls. The outstanding amounts with respect to the line of credit will be repaid promptly, by the Fund making a capital call to the holders of units of the Fund. Accordingly, all of such funds will be directly or indirectly derived from capital contributions to the Fund.

 

ITEM 4.  Purpose

of Transaction.

The Fund acquired the Common Units for investment purposes.

The Reporting Persons may determine from time to time in the future, based on their evaluation of the business of the Issuer and other factors, acquire or sell the Common Units, subject to the transfer restrictions of Issuer in the governing documents of the Issuer.

Except as stated in response to this Item 4, the Reporting Persons have no current plans or proposals with respect to the Issuer or its securities of the types enumerated in paragraphs (a) through (j) of this Item 4 of form Schedule 13D.

 

ITEM 5.  Interest

in Securities of the Issuer.

The Fund directly owns 3,753,190 Common Units (the “Subject Units”). NLGIA serves as the investment manager of the Fund, and by virtue of its role as the investment manager, may be deemed to share voting and dispositive power over the Subject Units and thereby may be deemed to be a beneficial owner of the Subject Units. Taiju owns 6.5% of the equity interest of the Fund and thereby may be deemed to be the indirect beneficial owner of the Subject Units. Nippon owns 100% of the equity interest of NLGIA, 93.5% of the Fund, and 82.6% of the equity interest of Taiju, and by virtue of its ownership of NLGIA and Taiju, may be deemed to share voting and dispositive power over the Subject Units and thereby may be deemed to be a beneficial owner of the Subject Units.

The percentages used herein are calculated based upon 3,753,200 Common Units issued and outstanding as of September 15, 2022, as confirmed by the Issuer.

 

(a)	Amount Beneficially Owned and Percentage of Class

---

NLGI US Private Debt Fund II - 3,753,190 Common Units; 99.999%

Nippon Life Global Investors Americas, Inc. - 3,753,190 Common Units; 99.999%

Nippon Life Insurance Company - 3,753,190 Common Units; 99.999%

Taiju Life Insurance Company Limited - 3,753,190 Common Units; 99.999%

 

(b)	Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote

 

-

 

(ii)

Shared power to vote or to direct the vote

NLGI US Private Debt Fund II - 3,753,190 Common Units

Nippon Life Global Investors Americas, Inc. - 3,753,190 Common Units

Nippon Life Insurance Company - 3,753,190 Common Units

Taiju Life Insurance Company Limited - 3,753,190 Common Units

 

(iii)

Sole power to dispose or to direct the disposition of

 

-

 

(iv)

Shared power to dispose or to direct the disposition of

NLGI US Private Debt Fund II - 3,753,190 Common Units

Nippon Life Global Investors Americas, Inc. - 3,753,190 Common Units

Nippon Life Insurance Company - 3,753,190 Common Units

Taiju Life Insurance Company Limited - 3,753,190 Common Units

 

(c)	In the past sixty days, pursuant to a subscription agreement, dated as of September 15, 2022, between the Fund and the Issuer, the Fund agreed to purchase 3,753,190 Common Units of the Issuer at $100.00 per share for a total purchase price of $375,319,000.00.

 

(d)	Not applicable.

 

(e)	Not applicable.

 

ITEM 6.  Contracts,

Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Items 3 and 4 are incorporated by reference. By acquiring Common Units through entry into subscription agreements with the Issuer, the Fund became a party to the limited liability company agreement of the Issuer (the “LLC Agreement”). The LLC Agreement is by and among those persons who have entered into subscription agreements with the Issuer for the purchase of Common Units in the Issuer as members, or who are subsequently admitted to the Issuer as holders of Common Units. The LLC Agreement sets forth the terms pursuant to which the Issuer will be operated and the rights and obligations of its members, including, but not limited to, the transfer and voting of Common Units. The foregoing description of the LLC Agreement in this Item 6 is qualified in its entirety by reference to the full text of the LLC Agreement included as Exhibit 99.2 and incorporated herein by reference.

 

ITEM 7.  Material

to be Filed as Exhibits.

 

Exhibit No.		Document
Exhibit 99.1		Joint Filing Agreement
Exhibit 99.2		Limited Liability Company Agreement of TCW Star Direct Lending LLC (incorporated by reference to Exhibit 3.3 to a registration on Issuer’s Form 10 filed on August 16, 2022)

---

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Date: September 23, 2022

 

---

Schedule 1

The following are each of the executive officers and directors of NLGIA and their respective addresses, occupation and citizenship as of September 23, 2022:

 

Name		Business Address		Title		Principal Occupation		Citizenship
Shinichi Okamoto		101 Park Ave., 33rd Floor, New York, NY 10178		Director		Executive Officer & Regional CEO for the Americas and Europe, Nippon Life		Japanese Citizen
Hiroyuki Ichikawa		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director		General Manager, Finance and Investment Planning Department, Nippon Life		Japanese Citizen
Akira Shibata		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director		General Manager, Global Business Planning Department, Nippon Life		Japanese Citizen
Yasuyuki Suzuki		101 Park Ave., 33rd Floor, New York, NY 10178		Director		President and CEO of Nippon Life Americas, Inc.		Japanese Citizen
Daisuke Ishida		101 Park Ave., 33rd Floor, New York, NY 10178		Director, President and Chief Executive Officer		President and CEO of NLGIA		Japanese Citizen
Yoshinori Kamiya		3250 Ash St Palo Alto, CA 94306		Managing Director		Head of Silicon Valley Office, NLGIA		Japanese Citizen
Masafumi Irisawa		101 Park Ave., 33rd Floor, New York, NY 10178		Senior Executive Vice President		Head of Alternative Investment, NLGIA		Japanese Citizen
Yasuhisa Tsurumi		101 Park Ave., 33rd Floor, New York, NY 10178		Executive Vice President		Head of Equity Investment, NLGIA		Japanese Citizen
Masato Nakamura		101 Park Ave., 33rd Floor, New York, NY 10178		Executive Vice President and Chief Compliance Officer		Head of Back Office and Compliance, NLGIA		Japanese Citizen
Atsushi Kimura		101 Park Ave., 33rd Floor, New York, NY 10178		Senior Executive Vice President and Chief Administrative Officer		Head of Administration, NLGIA		Japanese Citizen
Kazuhiro Endo		101 Park Ave., 33rd Floor, New York, NY 10178		Senior Vice President		Head of Fixed Income Investment, NLGIA		Japanese Citizen
Satoshi Mitarai		101 Park Ave., 33rd Floor, New York, NY 10178		Senior Vice President		Head of Private Equity Investment, NLGIA		Japanese Citizen
Yosuke Kimura		101 Park Ave., 33rd Floor, New York, NY 10178		Senior Vice President		Head of Real Estate and Infrastructure Investment, NLGIA		Japanese Citizen

---

The following are each of the executive officers and directors of Nippon and their respective addresses, occupation and citizenship as of September 23, 2022:

 

Name		Business Address		Title		Principal Occupation		Citizenship
Yoshinobu Tsutsui		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Chairman		Chairman		Japanese Citizen
Hiroshi Shimizu		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		President		President		Japanese Citizen
Takeshi Furuichi		3-5-12, Imabashi, Chuo-ku, Osaka 541-8501, Japan		Vice Chairman		Auditing Department		Japanese Citizen
Kazuo Kobayashi		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director and Executive Vice President		Metropolitan Area Headquarters, Tokai Regional Headquarters, Kinki Regional Headquarters, Sales Representatives Training Dept., Sales Representatives Operations Management Dept., General Insurance Planning & Operation Dept., Service Network Development Dept., Corporate & Worksite Marketing Dept.		Japanese Citizen
Akito Arima		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director		Outside Director		Japanese Citizen
Shin Ushijima		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director		Outside Director		Japanese Citizen
Kazuo Imai		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director		Outside Director		Japanese Citizen
Satoshi Miura		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director		Outside Director		Japanese Citizen
Makoto Yagi		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director		Outside Director		Japanese Citizen
Masaru Nakamura		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director and Senior Managing Executive Officer		Credit Dept., Securities Operations Dept., Secretarial Dept., Public Affairs Dept., Affiliated Business Dept., Human Resource Planning Dept., Human Resource Development Dept., Personnel Dept., General Affairs Dept., Health Management Dept.		Japanese Citizen
Takeshi Yabe		1-6-6, Marunouchi, Chiyoda- ku, Tokyo 100-8288, Japan		Director and Senior Managing Executive Officer		System Planning Dept., Individual Insurance System Dept.		Japanese Citizen
Tomiji Akabayashi		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director and Senior Managing Executive Officer		1st to 3rd Corporate Marketing Dept., Head Office East Japan Corporate Marketing Dept., Head Office Tokai Corporate Marketing Dept., Head Office Osaka Corporate Marketing Dept., Head Office Kyushu Corporate Marketing Dept., Corporate Marketing Planning Dept., Group Annuities Dept., Corporate Sales Promotion Dept., Group Marketing Information Center		Japanese Citizen

---

Name		Business Address		Title		Principal Occupation		Citizenship
Yosuke Matsunaga		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director and Managing Executive Officer		Finance & Investment Planning Dept.		Japanese Citizen
Yuji Mikasa		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director and Managing Executive Officer		Corporate Planning Dept., Public & Investor Relations Dept., Planning and Research Dept., Head Office Public Affairs Dept., Actuarial Dept.		Japanese Citizen
Yutaka Ideguchi		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director and Managing Executive Officer		Global Business Planning Dept., Global Insurance Business Dept., Overseas Representative Office		Japanese Citizen
Yashushi Hasegawa		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director and Managing Executive Officer		Finance Planning & Management Dept., Structured Finance Dept., 1st to 3rd Corporate Finance Dept., Metropolitan Area Corporate Finance Dept., Corporate Finance Dept., Tokai Area Corporate Finance Dept., Osaka Corporate Finance Dept., Kyushu Area Corporate Finance Dept., Real Estate Investment Dept.		Japanese Citizen
Nobuyuki Souda		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director and Managing Executive Officer		Agency Marketing Headquarters, Financial Institution Relations Headquarters, Agency Operations Dept., Financial Institution Relations Dept.		Japanese Citizen
Nobuto Fujimoto		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director and Managing Executive Officer		Olympic & Paralympic Games Promotion Dept., CSR Promotion Office, Legal Office, Compliance Dept., Risk Management Dept.		Japanese Citizen
Satoshi Asahi		3-5-12, Imabashi, Chuo-ku, Osaka 541-8501, Japan		Director and Managing Executive Officer		Customer Service Headquarters		Japanese Citizen
Satoshi Tanaka		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director and Executive Officer		CRM Planning Dept., Product Planning Dept., Marketing Planning Dept., Channel Development Dept., Sales Representatives Human Resource Dept.		Japanese Citizen
Kazuhide Toda		1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan		Director and Executive Officer		Treasury & Capital Markets Dept., Equity Investment Dept., International Investment Dept., Foreign Equity & Alternative Investment Dept., Credit Investment Dept., Separate Account Investment Dept.		Japanese Citizen

---

The following are each of the executive officers and directors of Taiju and their respective addresses, occupation and citizenship as of September 23, 2022:

 

Name		Business Address		Title		Principal Occupation		Citizenship
Toshiya Yoshimura		2-1-1, Otemachi, Chiyoda-ku, Tokyo, 100-8123, Japan		President		Representative Director		Japanese Citizen