---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-145527"
form_type: "8-K"
ticker: null
cik: "0001825265"
company_name: "TCW Direct Lending VIII LLC"
filed_at: "2026-04-07T23:59:59+00:00"
generated_at: "2026-05-15T07:05:14.719807+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# TCW Direct Lending VIII completes exchange offer; 50.49% of units tendered

## Summary
- 6,435,400 units (50.49% of outstanding) exchanged for units of TCW Specialty Lending LLC perpetual fund.
- Pro rata 50.49% of assets, liabilities and operations transferred to the Perpetual Fund; tendered units canceled.
- Company repaid ~$40.5M under its subscription-based credit facility in connection with the exchange.
- Adopted Amendment No. 5 to LLC agreement revising ERISA provisions for benefit plan investor protections.
- Filed unaudited pro forma financials (Ex-99.1) assuming a 70% exchange rate; actual exchange was 50.49%.

## SEC filing metadata
- accession: 0001193125-26-145527
- form_type: 8-K
- cik: 0001825265
- company_name: TCW Direct Lending VIII LLC
- filed_at: 2026-04-07T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 3.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1825265/000119312526145527/0001193125-26-145527-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1825265/000119312526145527/d123753d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-145527
- JSON: https://secwatch.observer/filing/0001193125-26-145527.json
- Plain text: https://secwatch.observer/filing/0001193125-26-145527.txt

## Source-grounded claims
- claim_id: 5b09ccffb435d47e98e51414f67abe72d8aa5471
  claim: TCW Direct Lending VIII LLC completed a disposition involving holders of the Company’s outstanding limited liability company units (closed 2026-04-01).
  evidence_excerpt: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825265/000119312526145527/0001193125-26-145527-index.htm
- claim_id: 939cea54584576c349afea9e9fa4a4274c6236a5
  claim: TCW Direct Lending VIII LLC amended Amendment No. 5 to its Amended and Restated Limited Liability Company Agreement (effective 2026-04-01).
  evidence_excerpt: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825265/000119312526145527/0001193125-26-145527-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.