TCW Direct Lending VIII LLC 8-K

What Happened

• On April 1, 2026, TCW Direct Lending VIII LLC completed a previously announced exchange offer under which 6,435,400 Units (about 50.49% of outstanding Units) were validly tendered and accepted for exchange. Those accepted Units were canceled and the Company transferred a pro rata share of its assets, liabilities and related results of operations—approximately 50.49%—to TCW Specialty Lending LLC (the “Perpetual Fund”), a wholly owned subsidiary.
• In connection with the Exchange Offer the Company repaid approximately $40.5 million outstanding under its subscription-based credit facility.
• Also on April 1, 2026, the Company entered into Amendment No. 5 to its Amended and Restated Limited Liability Company Agreement (LLCA Amendment), which revises Article 14 to address the “publicly offered security” exception under the ERISA Plan Asset Regulation and Section 4975 of the Code, requires certain certifications and notices to ERISA members, authorizes Board interpretation consistent with that reliance, and updates withdrawal election rules for ERISA members.

Key Details

• Date of completion and amendment: April 1, 2026.
• Units exchanged and accepted: 6,435,400 units (≈50.49% of outstanding Units).
• Pro rata transfer: ~50.49% of the Company’s assets, liabilities and related results moved to the Perpetual Fund.
• Debt repayment: ~$40.5 million repaid under the subscription-based credit facility.
• Documents filed: LLCA Amendment (Exhibit 3.1) and unaudited pro forma financial information reflecting the transfers (Exhibit 99.1).

Why It Matters

• The Exchange Offer materially changed the Company’s scale by transferring roughly half of its assets, liabilities and related operating results to the Perpetual Fund, which affects the remaining Company’s balance sheet and future reported performance (see the filed pro forma financials).
• The $40.5 million repayment reduced outstanding borrowings and may affect leverage and liquidity.
• The LLCA Amendment focuses on ERISA-related compliance (Plan Asset Regulation) and places new monitoring, certification and withdrawal provisions for ERISA investors—changes that protect ERISA plan status and may affect benefit-plan holders and how the Company manages plan-investor ownership going forward.