UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 7, 2026 (
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Item 1.01. Entry into a Material Definitive Agreement.
On April 1, 2026, in connection with the completion of the Exchange Offer (as defined below), TCW Direct Lending VIII LLC (the “Company”) entered into Amendment No. 5 to its Amended and Restated Limited Liability Company Agreement (the “LLCA Amendment”). The LLCA Amendment, among other things, revises Article 14 of the Company’s limited liability company agreement with respect to the “publicly offered security” exception under the Plan Asset Regulation for purposes of ERISA and Section 4975 of the Code, and as an additional protective measure, monitoring benefit plan investor ownership; requires the Company to provide certain certifications and notices to ERISA Members; authorizes the Board to interpret Article 14 consistent with that reliance; and revises the circumstances in which an ERISA Member may elect, or be required, to withdraw from the Company. The foregoing description is qualified in its entirety by reference to the LLCA Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. Capitalized terms used but not defined in this Item 1.01 have the meanings assigned to them in the LLCA Amendment.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 1, 2026, the Company completed its previously announced exchange offer (the “Exchange Offer”), pursuant to which holders of the Company’s outstanding limited liability company units (the “Units”) were permitted to exchange all or a portion of their Units for an equivalent number of limited liability company units of TCW Specialty Lending LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (the “Perpetual Fund”).
The Exchange Offer was conducted pursuant to the Company’s Offer to Exchange, dated January 14, 2026, as amended and supplemented on February 20, 2026, March 9, 2026, and March 24, 2026. In accordance with the terms of the Exchange Offer, 6,435,400 Units were validly tendered and accepted for exchange, representing approximately 50.49% of the Company’s outstanding Units.
In connection with the completion of the Exchange Offer, the Company transferred to the Perpetual Fund a pro rata share of all of the assets, liabilities and related interests held by the Company immediately prior to the completion of the Exchange Offer, in proportion to the number of Units validly tendered and accepted for exchange, and tendering holders received an equivalent number of Perpetual Fund units in exchange for the accepted Units. Units accepted for exchange in the Exchange Offer were canceled upon settlement.
The unaudited pro forma financial information of the Company, together with the related notes thereto, is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. As reflected in the unaudited pro forma financial information, the assets, liabilities and related results of operations transferred to the Perpetual Fund represented approximately 50.49% of the Company’s assets, liabilities and related results of operations. In addition, in connection with the Exchange Offer, the Company repaid approximately $40.5 million outstanding under its subscription-based credit facility.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 above is incorporated herein by reference. The amendment modifies certain provisions of the Company’s limited liability company agreement applicable to holders of the Company’s limited liability company units, including with respect to ERISA-related matters, notices to ERISA Members, Board interpretive authority under Article 14 and the circumstances in which an ERISA Member may elect, or be required, to withdraw from the Company. Capitalized terms used but not defined in this Item 3.03 have the meanings assigned to them in the LLCA Amendment.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:
| • | Unaudited pro forma statement of assets and liabilities as of December 31, 2025; and |
| • | Unaudited pro forma statement of operations for the year ended December 31, 2025. |
(d) Exhibits
| 3.1 | Amendment No. 5 to Amended and Restated Limited Liability Company Agreement of TCW Direct Lending VIII LLC, dated as of April 1, 2026 | |
| 99.1 | Unaudited Pro Forma Financial Information of TCW Direct Lending VIII LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TCW DIRECT LENDING VIII LLC | ||||||
| Date: April 7, 2026 | By: | /s/ Andrew Kim | ||||
| Name: Andrew Kim | ||||||
| Title: Chief Financial Officer | ||||||