Device-to-device (D2D) underlay networks help in improving the spectrum efficiency of cellular networks by enabling nearby devices to perform direct communication through sharing of network resources with the cellular devices. Such networks can therefore be used to offload cached popular contents (such as videos), thereby improving the quality-of-experience (QoE). However, offload probability largely depends on the availability of the desired contents in nearby UEs and the mode of UE viz., cellular user equipment (CUE) and D2D user equipment (DUE). We study the dynamics of a D2D network by modeling the states of UEs as queuing system and identify its steady-state that help in (i) finding the expected stall-ratio under the steadystate, and (ii) understanding the factors affecting QoE, such as device density.