# TCG CAPITAL MARKETS L.L.C. X-17A-5 (2025-03-03) — Broker-dealer annual report - Company: TCG CAPITAL MARKETS L.L.C. - Form: X-17A-5 - Filed: 2025-03-03 - Period: 2024-12-31 - Accession: 0001530264-25-000003 - CIK: 1725013 - File #: 8-70061 - Type: Broker-dealer - Material weakness: No - Auditor: Ernst & Young LLP - Auditor location: New York, NY - Contact: Rafael Beck - Phone: 212-897-1690 - Email: rbeck@integrated.solutions - Website: integrated.solutions - Signed by: Rafael Beck (Chief Financial Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1725013/000153026425000003/tcg24s.pdf --- {0}------------------------------------------------ #### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ## ANNUAL REPORTS FORM X-17A-5 PART III SEC FILE NUMER 8- 70061 FACING PAGF Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | FILING FOR THE PERIOD BEGINNING | | 01/01/24 | AND ENDING | 12/31/24 | | | | | |---------------------------------|--------------------------------------------------|----------|------------|----------|--|--|--|--| | | | MM/DD/YY | | MM/DD/YY | | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | | | | NAME OF FIRM: | TCG Capital Markets L.L.C. | | | | | | | | | | TVDE OE DECICTDANT (rhary all annlicania haves); | | | | | | | | )F REGISTRANT (check all applicable boxes): മ Broker-dealer □ Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) ### 1 Vanderbilt Avenue, Suite 3400 | | (No. and Street) | | | | | | | | |------------------------------------------------------------------------------------------------|----------------------------------------------|-----------------|----------------------------|--|--|--|--|--| | New York | NY | | 10017 | | | | | | | (City) | (State) | | (Zip Code) | | | | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | Rafael Beck | (212) 897-1690 | | rbeck@integrated.solutions | | | | | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Ernst & Young LLP | | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | | | | One Manhattan West | New York | NY | 10001 | | | | | | | (Address) | (City) | (State) | (Zip Code) | | | | | | | 10/20/2003 | | 42 | | | | | | | | (Date of Registration with PCAOB)(if applicable) | (PCAOB Registration Number, if applicable) | | | | | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | \* Claims for exemption from the requirement that the annual reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION ı, Rafael Beck , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to TCG Capital Markets L.L.C. C. as of 12/31/24 , is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may proprietary interest in any account classified solely as that of a customer. Chief Financial Officer Title ![](_page_1_Picture_5.jpeg) Notary Public {2}------------------------------------------------ ### **dŚŝƐĨŝůŝŶŐΎΎĐŽŶƚĂŝŶƐ;ĐŚĞĐŬĂůůĂƉƉůŝĐĂďůĞďŽdžĞƐͿ͗** - D ^ƚĂƚĞŵĞŶƚŽĨĨŝŶĂŶĐŝĂůĐŽŶĚŝƚŝŽŶ͘ [El - E EŽƚĞƐƚŽƵŶĐŽŶƐŽůŝĚĂƚĞĚŽƌĐŽŶƐŽůŝĚĂƚĞĚƐƚĂƚĞŵĞŶƚŽĨĨŝŶĂŶĐŝĂůĐŽŶĚŝƚŝŽŶ͕ĂƐĂƉƉůŝĐĂďůĞ͘ [El - F ^ƚĂƚĞŵĞŶƚŽĨŝŶĐŽŵĞ;ůŽƐƐͿŽƌ͕ŝĨƚŚĞƌĞŝƐŽƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞŝŶƚŚĞƉĞƌŝŽĚ;ƐͿƉƌĞƐĞŶƚĞĚ͕ĂƐƚĂƚĞŵĞŶƚŽĨ ĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ;ĂƐĚĞĨŝŶĞĚŝŶΑϮϭϬ͘ϭͲϬϮŽĨZĞŐƵůĂƚŝŽŶ^ͲyͿ͘ □ - G ^ƚĂƚĞŵĞŶƚŽĨĐĂƐŚĨůŽǁƐ͘ □ - H ^ƚĂƚĞŵĞŶƚŽĨĐŚĂŶŐĞƐŝŶƐƚŽĐŬŚŽůĚĞƌƐ͛ŽƌƉĂƌƚŶĞƌƐ͛ŽƌŵĞŵďĞƌƐ͛ŽƌƐŽůĞƉƌŽƉƌŝĞƚŽƌ͛ƐĞƋƵŝƚLJ͕ĂƐĂƉƉůŝĐĂďůĞ͘ □ - I ^ƚĂƚĞŵĞŶƚŽĨĐŚĂŶŐĞƐŝŶůŝĂďŝůŝƚŝĞƐƐƵďŽƌĚŝŶĂƚĞĚƚŽĐůĂŝŵƐŽĨĐƌĞĚŝƚŽƌƐ͘ □ - J EŽƚĞƐƚŽƵŶĐŽŶƐŽůŝĚĂƚĞĚŽƌĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͕͕ĂƐĂƉƉůŝĐĂďůĞ͘ □ - K ŽŵƉƵƚĂƚŝŽŶŽĨŶĞƚĐĂƉŝƚĂůƵŶĚĞƌϭϳ&ZϮϰϬ͘ϭϱĐϯͲϭŽƌϭϳ&ZϮϰϬ͘ϭϴĂͲϭ͕ĂƐ ĂƉƉůŝĐĂďůĞ͘ □ - L ŽŵƉƵƚĂƚŝŽŶŽĨƚĂŶŐŝďůĞŶĞƚǁŽƌƚŚƵŶĚĞƌϭϳ&ZϮϰϬ͘ϭϴĂͲϮ͘ □ - M ŽŵƉƵƚĂƚŝŽŶĨŽƌĚĞƚĞƌŵŝŶĂƚŝŽŶŽĨĐƵƐƚŽŵĞƌƌĞƐĞƌǀĞƌĞƋƵŝƌĞŵĞŶƚƐƉƵƌƐƵĂŶƚƚŽdžŚŝďŝƚƚŽϭϳ&ZϮϰϬ͘ϭϱĐϯͲϯ͘ □ - N ŽŵƉƵƚĂƚŝŽŶĨŽƌĚĞƚĞƌŵŝŶĂƚŝŽŶŽĨƐĞĐƵƌŝƚLJͲďĂƐĞĚƐǁĂƉƌĞƐĞƌǀĞƌĞƋƵŝƌĞŵĞŶƚƐƉƵƌƐƵĂŶƚƚŽdžŚŝďŝƚƚŽϭϳ&Z ϮϰϬ͘ϭϱĐϯͲϯŽƌdžŚŝďŝƚƚŽϭϳ&ZϮϰϬ͘ϭϴĂͲϰ͕ĂƐĂƉƉůŝĐĂďůĞ͘ □ - O ŽŵƉƵƚĂƚŝŽŶĨŽƌĞƚĞƌŵŝŶĂƚŝŽŶŽĨWZĞƋƵŝƌĞŵĞŶƚƐƵŶĚĞƌdžŚŝďŝƚƚŽΑϮϰϬ͘ϭϱĐϯͲϯ͘ □ - P /ŶĨŽƌŵĂƚŝŽŶƌĞůĂƚŝŶŐƚŽƉŽƐƐĞƐƐŝŽŶŽƌĐŽŶƚƌŽůƌĞƋƵŝƌĞŵĞŶƚƐĨŽƌĐƵƐƚŽŵĞƌƐƵŶĚĞƌϭϳ&ZϮϰϬ͘ϭϱĐϯͲϯ͘ □ - Q /ŶĨŽƌŵĂƚŝŽŶƌĞůĂƚŝŶŐƚŽƉŽƐƐĞƐƐŝŽŶŽƌĐŽŶƚƌŽůƌĞƋƵŝƌĞŵĞŶƚƐĨŽƌƐĞĐƵƌŝƚLJͲďĂƐĞĚƐǁĂƉĐƵƐƚŽŵĞƌƐƵŶĚĞƌϭϳ&Z ϮϰϬ͘ϭϱĐϯͲϯ;ƉͿ;ϮͿŽƌϭϳ&ZϮϰϬ͘ϭϴĂͲϰ͕ĂƐĂƉƉůŝĐĂďůĞ͘ □ - R ZĞĐŽŶĐŝůŝĂƚŝŽŶƐ͕ŝŶĐůƵĚŝŶŐĂƉƉƌŽƉƌŝĂƚĞĞdžƉůĂŶĂƚŝŽŶƐ͕ŽĨƚŚĞ&Kh^ZĞƉŽƌƚǁŝƚŚĐŽŵƉƵƚĂƚŝŽŶŽĨŶĞƚĐĂƉŝƚĂůŽƌƚĂŶŐŝďůĞ ŶĞƚǁŽƌƚŚƵŶĚĞƌϭϳ&ZϮϰϬ͘ϭϱĐϯͲϭ͕ϭϳ&ZϮϰϬ͘ϭϴĂͲϭ͕Žƌϭϳ&ZϮϰϬ͘ϭϴĂͲϮ͕ĂƐĂƉƉůŝĐĂďůĞ͕ĂŶĚƚŚĞƌĞƐĞƌǀĞƌĞƋƵŝƌĞŵĞŶƚƐ ƵŶĚĞƌϭϳ&ZϮϰϬ͘ϭϱĐϯͲϯŽƌϭϳ&ZϮϰϬ͘ϭϴĂͲϰ͕ĂƐĂƉƉůŝĐĂďůĞ͕ŝĨŵĂƚĞƌŝĂůĚŝĨĨĞƌĞŶĐĞƐĞdžŝƐƚ͕ŽƌĂƐƚĂƚĞŵĞŶƚƚŚĂƚŶŽŵĂƚĞƌŝĂů ĚŝĨĨĞƌĞŶĐĞƐĞdžŝƐƚ͘ □ - S ^ƵŵŵĂƌLJŽĨĨŝŶĂŶĐŝĂůĚĂƚĂĨŽƌƐƵďƐŝĚŝĂƌŝĞƐŶŽƚĐŽŶƐŽůŝĚĂƚĞĚŝŶƚŚĞƐƚĂƚĞŵĞŶƚŽĨĨŝŶĂŶĐŝĂůĐŽŶĚŝƚŝŽŶ͘ □ - T KĂƚŚŽƌĂĨĨŝƌŵĂƚŝŽŶŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚϭϳ&ZϮϰϬ͘ϭϳĂͲϱ͕ϭϳ&ZϮϰϬ͘ϭϳĂͲϭϮ͕Žƌϭϳ&ZϮϰϬ͘ϭϴĂͲϳ͕ĂƐĂƉƉůŝĐĂďůĞ͘ [El - U ŽŵƉůŝĂŶĐĞƌĞƉŽƌƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚϭϳ&ZϮϰϬ͘ϭϳĂͲϱŽƌϭϳ&ZϮϰϬ͘ϭϴĂͲϳ͕ĂƐĂƉƉůŝĐĂďůĞ͘ □ - V džĞŵƉƚŝŽŶƌĞƉŽƌƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚϭϳ&ZϮϰϬ͘ϭϳĂͲϱŽƌϭϳ&ZϮϰϬ͘ϭϴĂͲϳ͕ĂƐĂƉƉůŝĐĂďůĞ͘ □ - W /ŶĚĞƉĞŶĚĞŶƚƉƵďůŝĐĂĐĐŽƵŶƚĂŶƚ͛ƐƌĞƉŽƌƚďĂƐĞĚŽŶĂŶĞdžĂŵŝŶĂƚŝŽŶŽĨƚŚĞƐƚĂƚĞŵĞŶƚŽĨĨŝŶĂŶĐŝĂůĐŽŶĚŝƚŝŽŶ͘ [El - X /ŶĚĞƉĞŶĚĞŶƚƉƵďůŝĐĂĐĐŽƵŶƚĂŶƚ͛ƐƌĞƉŽƌƚďĂƐĞĚŽŶĂŶĞdžĂŵŝŶĂƚŝŽŶŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽƌĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐƵŶĚĞƌ ϭϳ&ZϮϰϬ͘ϭϳĂͲϱ͕ϭϳ&ZϮϰϬ͘ϭϴĂͲϳ͕Žƌϭϳ&ZϮϰϬ͘ϭϳĂͲϭϮ͕ĂƐĂƉƉůŝĐĂďůĞ͘ □ - Y /ŶĚĞƉĞŶĚĞŶƚƉƵďůŝĐĂĐĐŽƵŶƚĂŶƚ͛ƐƌĞƉŽƌƚďĂƐĞĚŽŶĂŶĞdžĂŵŝŶĂƚŝŽŶŽĨĐĞƌƚĂŝŶƐƚĂƚĞŵĞŶƚƐŝŶƚŚĞĐŽŵƉůŝĂŶĐĞƌĞƉŽƌƚƵŶĚĞƌ ϭϳ&ZϮϰϬ͘ϭϳĂͲϱŽƌϭϳ&ZϮϰϬ͘ϭϴĂͲϳ͕ĂƐĂƉƉůŝĐĂďůĞ͘ □ - Z /ŶĚĞƉĞŶĚĞŶƚƉƵďůŝĐĂĐĐŽƵŶƚĂŶƚ͛ƐƌĞƉŽƌƚďĂƐĞĚŽŶĂƌĞǀŝĞǁŽĨƚŚĞĞdžĞŵƉƚŝŽŶƌĞƉŽƌƚƵŶĚĞƌϭϳ&ZϮϰϬ͘ϭϳĂͲϱŽƌϭϳ &ZϮϰϬ͘ϭϴĂͲϳ͕ĂƐĂƉƉůŝĐĂďůĞ͘ □ - [ ^ƵƉƉůĞŵĞŶƚĂůƌĞƉŽƌƚƐŽŶĂƉƉůLJŝŶŐĂŐƌĞĞĚͲƵƉŽŶƉƌŽĐĞĚƵƌĞƐ͕ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚϭϳ&ZϮϰϬ͘ϭϱĐϯͲϭĞŽƌϭϳ&Z ϮϰϬ͘ϭϳĂͲϭϮ͕ĂƐĂƉƉůŝĐĂďůĞ͘ □ - \ ZĞƉŽƌƚĚĞƐĐƌŝďŝŶŐĂŶLJŵĂƚĞƌŝĂůŝŶĂĚĞƋƵĂĐŝĞƐĨŽƵŶĚƚŽĞdžŝƐƚŽƌĨŽƵŶĚƚŽŚĂǀĞĞdžŝƐƚĞĚƐŝŶĐĞƚŚĞĚĂƚĞŽĨƚŚĞƉƌĞǀŝŽƵƐ ĂƵĚŝƚ͕ŽƌĂƐƚĂƚĞŵĞŶƚƚŚĂƚŶŽŵĂƚĞƌŝĂůŝŶĂĚĞƋƵĂĐŝĞƐĞdžŝƐƚ͕ƵŶĚĞƌϭϳ&ZϮϰϬ͘ϭϳĂͲϭϮ;ŬͿ͘ □ - ] KƚŚĞƌ͗ □ *ΎΎdŽƌĞƋƵĞƐƚĐŽŶĨŝĚĞŶƚŝĂůƚƌĞĂƚŵĞŶƚŽĨĐĞƌƚĂŝŶƉŽƌƚŝŽŶƐŽĨƚŚŝƐĨŝůŝŶŐ͕ƐĞĞϭϳ&ZϮϰϬ͘ϭϳĂͲϱ;ĞͿ;ϯͿŽƌϭϳ&ZϮϰϬ͘ϭϴĂͲ* *ϳ;ĚͿ;ϮͿ͕ĂƐĂƉƉůŝĐĂďůĞ.* {3}------------------------------------------------ **Statement of Financial Condition December 31, 2024** {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) Ernst & Young LLP One Manhattan West New York, NY 10001 Tel: +1 212 773 0000 ey.com #### **Report of Independent Registered Public Accounting Firm** To the Member and Officers of TCG Capital Markets L.L.C. #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of TCG Capital Markets L.L.C. (the Company) as of December 31, 2024 and the related notes (the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company at December 31, 2024, in conformity with U.S. generally accepted accounting principles. #### **Basis for Opinion** This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We have served as the Company's auditor since 2018. February 28, 2025 {5}------------------------------------------------ ### **Statement of Financial Condition December 31, 2024** | Cash and cash equivalents
\$
31,469,737
Fee receivables
7,037,632
Prepaid expense
268,245
Other asset
13,315
Total assets
\$
38,788,929
Liabilities and Member's Equity
Liabilities
Compensation payable
\$
1,671,346
Accrued expenses
219,933
Due to affiliates
10,307
Other liabilities
189,135
Total liabilities
2,090,721
Member's equity
36,698,208 | Assets | | | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------|----|------------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total liabilities and member's equity | \$ | 38,788,929 | The accompanying notes are an integral part of these financial statements. {6}------------------------------------------------ ### **Notes to Statement of Financial Condition December 31, 2024** #### **1. Organization and Business** TCG Capital Markets L.L.C. (the "Company"), a wholly owned subsidiary of Carlyle Investment Management, L.L.C. (the "Parent", or the "Member"), is a limited liability company formed under the laws of the State of Delaware. The Company is a broker-dealer registered with the Securities and Exchange Commission (the "SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"). The Company acts as an agent of issuers with respect to the offer and sale of interests in debt, collateralized loan obligations, equity securities and loans of corporate issuers and special purpose vehicles in transactions in securities and other instruments that are registered offerings or are exempt from registration under the Securities Act of 1933. The primary focus of the Company is to originate and syndicate loans and underwrite or act as a private placement agent of securities of both third parties and affiliated portfolio companies or entities. The Company operates as a single segment. The liability of the Member is limited to the capital held by the Company. #### **2. Summary of Significant Accounting Policies** #### **Basis of Presentation** These financial statements were prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") which 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 and the amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. #### **Revenue Recognition** The Company recognizes revenue in accordance with ASC Topic 606, *Revenue from Contracts with Customers*. The revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, which includes assessing the collectability of the consideration to which it will be entitled in exchange for the goods or services transferred to the customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. Revenue from contracts with customers may include commission income and fees from origination, syndication, distribution, underwriting services and service fees from an affiliate. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the {7}------------------------------------------------ ### **Notes to Statement of Financial Condition December 31, 2024** Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. *Placement fees.* The Company earns fees by providing placement services to affiliated entities pursuant to placement agent agreements. The customer in these contracts is generally the investment advisor or the fund entity that is retaining the Company as a placement agent. The Company's performance obligation in these contracts is the promise to provide placement agent services, which it satisfies at a point in time (the trade date) when the customer receives and accepts the subscriptions submitted by the Company. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to a customer. *Underwriting fees.* The Company underwrites securities for affiliated entities that want to raise funds through a sale of securities. Revenues are earned from fees arising from securities offerings in which the Company acts as an underwriter. Revenue is recognized on the trade date (the date on which the Company sells the securities to customers) for the portion the Company has sold to customers. The Company has determined that the trade date is the appropriate point in time to recognize revenue for securities underwriting transactions as there are no significant actions which the Company needs to take subsequent to this date and the purchaser obtains the control and benefit of the capital markets offering at that point. Underwriting costs that are deferred are recognized in expense at the time the related revenues are recorded. In the event that transactions are not completed, and the securities are not issued, the Company immediately expenses those costs. *Service fees from affiliate.* The Company has agreements with various affiliated entities, under which revenue earned for wealth management fundraising activities is limited to compensation expenses incurred by the Company during the fulfillment of the fundraising services. In this arrangement, the Company is primarily responsible for fulfilling the fundraising services and is therefore a principal. Accordingly, the reimbursement for these costs is presented on a gross basis as service fees from affiliate on the statement of operations and the expense in compensation expenses in the statement of operations. Service fees revenues are recognized over time as the fundraising services are provided. The reimbursements of such costs are paid in arrears. *Dividend income.* Dividend income from money market mutual funds is recognized on an accrual basis. *Distribution fees.* The Company may enter into arrangements with managed accounts or other pooled investment vehicles (funds) to distribute shares to investors. The Company may receive distribution fees paid by the fund up front, over time, upon the investor's exit from the fund (that is, a contingent deferred sales charge), or as a combination thereof. The Company believes that its performance obligation is the sale of securities to investors and as such this is fulfilled on the trade date. Any fixed amounts are recognized on the trade date and variable amounts are recognized to the extent it is probable that a significant revenue reversal will not occur once the uncertainty is resolved. For variable amounts, as the uncertainty is dependent on the value of the shares at future points in time as well as the length of time the investor remains in the fund, both of which are highly susceptible to factors outside the Company's influence, the Company does not believe that it can overcome this constraint until the market value of the fund and the investor activities are known, which usually occurs on a monthly or quarterly basis. Distribution fees recognized in the current period are primarily related to performance obligations that have been satisfied in prior {8}------------------------------------------------ ### **Notes to Statement of Financial Condition December 31, 2024** periods. The Company typically does not charge any fees to the extent that it distributes shares of funds that are managed by affiliates. The Company incurs costs in connection with its use of other broker-dealers for the solicitation of investors and otherwise to assist the Company in performing its obligations under the distribution agreements. The Company concluded that it controls the services provided by other broker-dealers before they are transferred to the customer and therefore the Company is a principal. Accordingly, the Company recognizes commissions payable to other broker-dealers on a gross basis as distribution fee revenue for the amount received from investors and a corresponding expense for the obligation to the other broker-dealers. *Fee rebates.* The Company may offer fee rebates to certain investors based on specific criteria outlined in the purchase agreements. These rebates are typically calculated as a percentage of the fees earned by the Company and are intended to incentivize and reward substantial investment commitments. Fee rebates are recognized on the trade date. #### **Fee Receivables** Fee receivables represent amounts due from the Company's affiliates, underwriting fees receivable and distribution fees receivable pursuant to the terms of services agreements. Fee receivables amounted to \$3.0 million and \$7.0 million as of December 31, 2023, and 2024, respectively. #### **Cash and Cash Equivalents** The Company considers investments in money market mutual funds to be cash equivalents. As of December 31, 2024, the Company held a cash equivalent of \$31.4 million with one money market mutual fund. The fair value of money market mutual funds approximates cost and these investments are classified within Level 1 of the fair value hierarchy. #### **Prepaid Expense and Other Asset** The Company usually prepays some of its FINRA renewal fees for the upcoming year, and this amount is recorded as a prepaid expense on the statement of financial condition. A deposit with Central Registration Depository ("CRD") is included in other asset on the statement of financial condition. FINRA operates the CRD and uses the funds deposited to process registrations and other regulatory assessments of the Company. #### **Income Taxes** Since the Company is a single member limited liability company, it is disregarded for income tax purposes and management made an election not to allocate tax expense from the Parent. Therefore, no federal, state, or local income taxes are provided or considered for the purpose of the financial statements. As of December 31, 2024, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination is subject to ongoing evaluation as facts and circumstances may require. #### **Segment Reporting** The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services, including marketing of affiliated funds, agency transactions, and investment banking businesses. Substantially all revenues are derived from customers in the United States. The Company has identified its Chief Executive Officer as the chief {9}------------------------------------------------ ### **Notes to Statement of Financial Condition December 31, 2024** operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Note 4), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or make distributions to its parent. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. #### **Credit Losses** The Company follows the guidance in *ASC 326 Financial Instruments – Credit Losses* ("ASC 326"). ASC 326 requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Under the standard, the allowance for credit losses must be deducted from the amortized cost of the financial asset to present the net amount expected to be collected. The statement of operations may reflect the measurement of credit losses for financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. As of December 31, 2024, management has determined that the Company's expected credit losses are de minimis and that they do not require financial statement recognition. #### **3. Transactions with Related Parties** The Company maintains an administrative services agreement with the Parent. Pursuant to the agreement, the Parent provides accounting, administration, information technology, compliance services, office space, employee services and other services. The Parent provides these services at no cost to the Company. The Company maintains a letter agreement with TCG Senior Funding L.L.C, an affiliate (or "TCGSF"). In accordance with the letter agreement, the Company and TCGSF agreed that TCGSF alone shall bear, in full, any and all facility fees payable to Mizuho Bank, Ltd. ("Mizuho") under a revolving credit facility agreement entered into by the Company, TCGSF and Mizuho (see Note 5). The Company has agreements with various affiliated entities, under which revenues are earned for fundraising, underwriting, sales of private placements and other service activities. Substantially all revenues earned by the Company are from related parties. The Company has a services agreement with the Parent, under which the Parent reimburses the Company for compensation expenses incurred during the fulfillment of fundraising services. These reimbursements are paid in arrears. In the normal course of business, the Company may borrow funds from related parties. The funds are available in computing net capital under the SEC's uniform net capital rule to have sufficient capital to participate in certain underwriting commitments. To the extent that such borrowings are required for the Company's continued compliance with minimum net capital requirements, they may not be repaid. During the year ended December 31, 2024, the Company did not borrow any funds from related parties. All transactions with related parties are settled in the normal course of business. The terms of any of these arrangements may not be the same as those that would otherwise exist or result from agreements and transactions among unrelated parties. {10}------------------------------------------------ ### **Notes to Statement of Financial Condition December 31, 2024** #### **4. Regulatory Requirements** The Company is subject to SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934 and has elected to compute its net capital requirements in accordance with the Alternative Net Capital Method. Under the alternative method, net capital, as defined, shall not be less than \$250,000. As of December 31, 2024, the Company had net capital of \$28.8 million which exceeded the required net capital by \$28.5 million. The Company does not hold customers' cash or securities, and therefore has no obligations under SEC Customer Protection Rule 15c3-3 under the Securities Exchange Act of 1934. #### **5. Revolving Credit Facility** The Company and TCGSF established a revolving line of credit, primarily intended to support certain lending activities of affiliates of the Parent. As currently amended, the credit facility provides for a revolving line of credit with a capacity of \$300 million, which matures in September 2027, and a second revolving line of credit with a capacity of \$200 million, which matures in August 2025. The Company's borrowing capacity is subject to the ability of the financial institutions in the banking syndicate to fulfill their respective obligations under the credit facility. Principal amounts outstanding accrue interest at applicable SOFR or Eurocurrency rates plus an applicable margin of 2.00% or an alternate base rate plus an applicable margin of 1.00% (as of December 31, 2024, the interest rate was 8.5%). The Company did not draw on the credit facility and there was no outstanding balance as of December 31, 2024. Under the terms of the credit facility, the Company is not liable for amounts drawn by TCGSF. #### **6. Commitments and Contingencies** In the normal course of business, the Company enters into underwriting commitments. There were no such underwriting commitments that were open at December 31, 2024. The Company may also enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, the Member considers the likelihood of such an event to be remote; however, the maximum potential exposure is unknown. #### **7. Legal Matters** The Company may be a party to litigation in the ordinary course of business. The Member does not believe that the outcome of current matters, if any, will materially affect the Company or the financial statements. #### **8. Concentrations** As of December 31, 2024, all cash equivalents are held by one financial institution and therefore are subject to the credit risk at that financial institution, as well as to the extend balances held at a financial institution exceed insured limits. The Company has not experienced any losses in such accounts and does not believe there to be any significant credit risk with respect to these deposits. {11}------------------------------------------------ ### **Notes to Statement of Financial Condition December 31, 2024** Fee receivables from four customers amount to \$7.0 million, representing all of the fee receivables on the statement of financial condition as of December 31, 2024. #### **9. Economic Risks** Our business and the businesses of the companies in which we invest are materially affected by conditions in the global financial markets, and economic conditions or other events throughout the world that are outside of our control, including, but not limited to, changes in interest rates, availability and cost of credit, inflation rates, availability and cost of energy, economic uncertainty, slowdown in global growth, changes in laws (including laws relating to taxation and regulations on the financial industry), disease, pandemics or other severe public health events, trade barriers, tariffs, commodity prices, currency exchange rates and controls, national and international political circumstances (including government contract terminations or funding pauses, government agency closures, government shutdowns, wars, terrorist acts, or security operations), geopolitical tensions and instability, social unrest, supply chain pressures, and the effects of climate change. #### **10. Subsequent Events** Management of the Company has evaluated events or transactions that may have occurred since December 31, 2024, through the date of issuance of these financial statements, and determined that there are no material events that would require adjustment or disclosure in the Company's financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.