DEF 14A

DEF 14A 1 d474348ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Consent Solicitation Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

TCW Direct Lending VIII LLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing party:

(4)

Date Filed:

TCW Direct Lending VIII LLC

200 Clarendon Street, 51st Floor

Boston, MA 02116

NOTICE OF CONSENT SOLICITATION

July 5, 2023

Dear Unitholders:

I am writing to you on an important matter relating to your investment in TCW Direct Lending VIII LLC, a limited liability company organized under Delaware law (the “Company”). Pursuant to the Company’s Amended and Restated Limited Liability Company Agreement, dated January 21, 2022, as amended (the “Agreement”), the Company currently has a closing period of eighteen months following the initial closing date (the “Closing Period”). The Agreement may be amended to extend the Closing Period, provided that such amendment is approved by a majority in interest of the Unitholders. The Company now seeks to amend the Agreement to extend the Closing Period by six months, such that the Closing Period would then be the twenty-four month period following the initial closing. Because the initial closing occurred on January 21, 2022, the proposed amendment would extend the Closing Period until January 21, 2024.

This Notice of Consent Solicitation, the accompanying Consent Solicitation Statement and the accompanying Written Consent Form (collectively, the “Consent Solicitation”) is being furnished to all Unitholders, in connection with the consent solicitation of the Unitholders to take action without a meeting.

Unitholders are being asked to consider and consent to the following proposal (the “Proposal”):

●

To amend the Agreement for the purpose of (i) extending the Closing Period by six months, such that it would be defined as the twenty-four month period following the initial closing and (ii) clarifying that, notwithstanding the extensions to the Closing Period, the term of the Company will expire as originally scheduled on January 21, 2029 (subject to further extension as provided in the Agreement).

The Board of Directors has authorized the Company to issue the Consent Solicitation to the Unitholders.

The solicitation is being made on the terms and subject to the conditions set forth in the accompanying Consent Solicitation Statement and Written Consent Form.

In accordance with Section 3.8 of the Agreement, your consent to the Proposal will be deemed conclusively granted upon our receipt of your executed Written Consent Form. You may change your Written Consent Form by returning a later-dated, signed Written Consent Form, in accordance with the instructions in the Written Consent Form, so that it is received by the Company before 5:00 p.m. New York Time July 26, 2023 (the “Expiration Date”). The Company reserves the right to solicit and accept consents after the Expiration Date.

You can submit your written consent or written objection to the Proposal in any of the following ways:

•

by DocuSign;

•

by electronic mail — be sure to sign and date the enclosed Written Consent Form, then scan it and email it to the email address provided on the Written Consent Form; or

•

by facsimile – be sure to sign and date the enclosed Written Consent Form, then transmit it to the number provided on the Written Consent Form

Whichever method you choose, please read the enclosed Consent Solicitation Statement carefully before you vote. If you should have any questions about this Notice of Consent Solicitation, please contact David Wang at david.wang@tcw.com or (213) 244-0048. For questions regarding the Consent Solicitation materials, please contact TCW Client Services at ssfclientservice@tcw.com or (213) 244-0020.

By Order of the Board of Directors,

/s/ Richard T. Miller

Richard T. Miller

President

The Consent Solicitation Statement is dated July 5, 2023, and is first being sent to the Unitholders on or about July 5, 2023.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSAL OR RELATED FOLLOW-ON TRANSACTIONS DESCRIBED IN THE CONSENT SOLICITATION STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSAL, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE CONSENT SOLICITATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

iii

TCW DIRECT LENDING VIII LLC

200 Clarendon Street, 51st Floor

Boston, MA 02116

CONSENT SOLICITATION STATEMENT

This Consent Solicitation Statement is furnished to all holders of Common Units in connection with a solicitation of consents authorized by the Board of Directors (the “Board” and each member thereof, a “Director” and collectively, the “Directors”) of TCW Direct Lending VIII LLC, a limited liability company organized under Delaware law (the “Company”), related to the Proposal described herein.

Pursuant to the Company’s Amended and Restated Limited Liability Company Agreement, dated January 21, 2022, as amended (the “Agreement”), the Company currently has a closing period of eighteen months following the initial closing date, which was January 21, 2022 (the “Closing Period”). The Agreement may be amended to extend the Closing Period provided that such extension is approved by a majority in interest of the Unitholders. The Company now seeks to amend the Agreement to further extend the Closing Period by six months, such that the Closing Period would then be the twenty-four month period following the initial closing, meaning until January 21, 2024.

In addition, Section 8.1 of the Agreement states (in part) that “[t]he term of the Company shall continue until the sixth anniversary of the Final Closing Date, unless such term is extended as provided in this 8.1, or unless the Company is sooner dissolved as provided in 8.2 or by operation of law.” The Company and the Adviser do not believe that the proposed extension of Closing Period (or the prior extension approved in May 2023) should extend the scheduled term of the Company. Accordingly, we are seeking to amend this statement to replace “the sixth anniversary of the Final Closing Date” with “January 21, 2029,” such that the term would be scheduled to expire on the sixth anniversary of the originally-scheduled conclusion of the Closing Period, subject to extension as otherwise provided in the Agreement.

This Consent Solicitation Statement, the accompanying Notice of Consent Solicitation and the accompanying Written Consent Form (collectively, the “Consent Solicitation”) is being furnished to all Unitholders, in connection with a solicitation of the Unitholders to take action without a meeting. Unitholders are being asked to consider and consent to the following Proposal:

●

To amend the Agreement for the purpose of (i) extending the Closing Period by six months, such that it would be defined as the twenty-four month period following the initial closing and (ii) and (ii) clarifying that, notwithstanding the extensions to the Closing Period, the term of the Company will expire as originally scheduled on January 21, 2029 (subject to further extension as provided in the Agreement).

The Board of Directors has authorized the Company to issue the Consent Solicitation to the Unitholders.

The Board of Directors has decided to authorize the solicitation of consent by notice rather than calling a meeting of Unitholders, in order to eliminate the costs and management time involved in holding a meeting. Pursuant to Section 18-302(d) of the Delaware Limited Liability Company Act (the “Act”), unless otherwise provided in a company’s governing instrument, on any matter that is to be voted on by the company’s unitholders, the unitholders may take such action without a meeting and without a vote if consented to, in writing, or by electronic transmission by unitholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all common units in the Company entitled to vote thereon were present and voted.

Section 3.8 of the Agreement, in pertinent part states:

Whenever action is required by this Agreement to be taken by a specified percentage in interest of the Members (or any class or group of Members), such action shall be deemed to be valid if taken upon the written vote or written consent of those Members (or those Members included in such class or group) whose Units represent the specified percentage of the aggregate outstanding Units of all Members (or all

Members included in such class or group) at the time. Each Member shall be entitled to one vote for each Unit held on all matters submitted to a vote of the Members. Any Units held by the Adviser shall be voted by or on behalf of the Adviser in the same proportion as the Units not held by the Adviser are voted. Except as expressly provided herein, no class of, or enumerated category of, Members shall be entitled to vote or consent separately as a class with respect to any matter. For these purposes, a “majority in interest” shall mean a percentage in interest in excess of 50%, and a “Supermajority in Interest” shall mean a percentage in interest in excess of 66 2/3%.

Unitholders as of the close of business on June 28, 2023 (the “Record Date”), are entitled to submit a Written Consent Form. Unitholders representing at least 50% of the outstanding Common Units as of the close of business on the Record Date must consent to the Proposal for it to be approved. As of the Record Date, the Company had 8,390,110 Common Units outstanding and approximately 124 beneficial holders of such Common Units. There are no Preferred Units outstanding. The Consent Solicitation materials (consisting of this Consent Solicitation Statement, the Notice of Consent Solicitation and the Written Consent Form) are being sent to all Unitholders on or about July 5, 2023.

Unitholders who wish to consent or object must submit their properly completed and executed Written Consent Forms by electronic mail, facsimile, or DocuSign, in each case in accordance with the instructions on the Written Consent Form. The Company reserves the right (but is not obligated) to accept any Written Consent Form received by any other reasonable means or in any form that reasonably evidences the consent or objection to the Proposal.

Your consent will be deemed effective when received. However, you may change your Written Consent Form by returning a later-dated, signed Written Consent Form, in accordance with the instructions in the Written Consent Form, so that it is received before the Expiration Date. The Company reserves the right to solicit and accept consents after the Expiration Date.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY OR THE COMMODITY FUTURES TRADING COMMISSION HAS APPROVED OR DISAPPROVED THE PROPOSAL OR RELATED FOLLOW-ON TRANSACTIONS DESCRIBED IN THE CONSENT SOLICITATION STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSAL, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE CONSENT SOLICITATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Requests for copies of this Consent Solicitation should be directed to TCW Client Services at ssfclientservice@tcw.com or (213) 244-0020.

The final results of the Consent Solicitation will be published in a Current Report on Form 8-K by the Company. This Consent Solicitation and the Form 8-K will constitute notice of taking of action without a meeting, as permitted by applicable law and Section 3.8 of the Agreement.

All questions as to the form of all documents and the validity and eligibility (including time of receipt) and acceptance of Written Consent Forms and changes to Written Consent Forms will be determined by the Company in its sole discretion, which determination will be final and binding.

Changes of Written Consents

Written Consent Forms may be changed by returning a later-dated, signed Written Consent Form to the Company, in accordance with the instructions in the Written Consent Form, so that it is received prior to the Expiration Date. No Written Consent Forms may be changed after the Expiration Date. The Company reserves the right to solicit and accept consents after the Expiration Date.

Solicitation of Consents

The Company is sending you this Consent Solicitation Statement in connection with its solicitation of the Unitholders’ consent to the Proposal. TCW Asset Management, LLC, the Company’s investment adviser (the “Adviser”), will pay for the costs of the solicitation. Neither the Company nor the Adviser has retained a solicitor for this purpose.

No Appraisal Rights

Under applicable Delaware law, the non-consenting Unitholders are not entitled to appraisal rights with respect to the Proposal, and the Company will not independently provide the Unitholders with any such right.

Non-Votes and Objections

Because approval of the Proposal requires consent from the holders of a majority in interest of the Common Units, non-votes (essentially, holders of Common Units who do not respond) and objections have the effect of a vote against the Proposal.

GENERAL INFORMATION ABOUT THE PROPOSAL

The following questions and answers briefly address some commonly asked questions about the Proposal in connection with which your consent is being solicited. The following questions and answers do not include all the information that is important to the Unitholders. We urge Unitholders to carefully read this entire Consent Solicitation Statement, as well as the Notice of Consent Solicitation, the Written Consent Form and the other documents referred to in this Consent Solicitation Statement.

Q.	WHAT AM I BEING ASKED TO CONSIDER AND VOTE ON AT THE MEETING?

A.	The matter to be considered and consented to is:

●

Q.	WHY IS THE COMPANY PROVIDING UNITHOLDERS WITH THE OPPORTUNITY TO CONSENT OR OBJECT TO THE PROPOSAL?

Section 12.1.1 of the Agreement provides that, in the case of an amendment affecting the rights of both the Common Unitholders and the Preferred Unitholders, the terms and provisions of the Agreement may be amended with the prior written consent of a majority in interest of the Common Unitholders and a majority in interest of the Preferred Unitholders. Section 3.8 of the Agreement provides that any action that would otherwise require or permit a vote by Unitholders may be approved by such Unitholders through a written consent process. Such a consent solicitation process must provide the Unitholders with the opportunity to consent or object to the proposed action.

As of the close of business on June 28, 2023, there were 8,390,110 Common Units issued and outstanding and entitled to consent, and no Preferred Units outstanding.

Q.	WHAT EFFECT WILL THE PROPOSAL HAVE ON THE COMPANY’S INVESTMENT OBJECTIVE OR FEES BORNE BY UNITHOLDERS?

A.	None. The Company’s investment objective and any fees borne by Unitholders will not be affected by consenting to the Proposal.

Q.	WOULD THE PROPOSAL HAVE ANY ADVERSE EFFECT ON UNITHOLDERS?

Although the Adviser believes that extending the Closing Period for an additional six months has the potential to improve the long-term total return of the Company’s investments by increasing the size of the Company, which would give it additional assets to invest and greater potential economies of scale, Unitholders should understand that there can be no assurances that the Adviser can invest the extra assets profitably or that greater economies of scale can be realized to a material extent.

Q.	WHAT IS REQUIRED IN ORDER FOR THE PROPOSAL TO PASS?

Section 12.1.1 of the Agreement provides that, in the case of an amendment affecting the rights of both the Common Unitholders and the Preferred Unitholders, the terms and provisions of the Agreement may be amended with the prior written consent of a majority in interest of the Common Unitholders and a majority in interest of the Preferred Unitholders. Because there are currently no Preferred Unitholders, an amendment to the Agreement may be made upon prior written consent provided by a majority in interest of the Common Unitholders. Section 3.8 of the Agreement defines “majority in interest” as a percentage in interest in excess of 50%. As a result, holders of more than 50% of the Common Units will need to consent to the Proposal in order for it pass.

Q.	WHO IS SOLICITING MY CONSENT?

A.	In this proxy statement, the officers of the Company and the employees of the Adviser will solicit your consent with respect to the Proposal described herein.

Q.	WHAT DO I NEED TO DO NOW?

You should carefully read this entire Consent Solicitation Statement, as well as the Notice of Consent Solicitation, the Written Consent Form and the other documents referred to in this Consent Solicitation Statement. You should consider how the Proposal will affect you as a Unitholder. If desired, you should then complete and return your Written Consent Form prior to 5:00 p.m. New York Time July 26, 2023 (the “Expiration Date”) in accordance with the instructions set forth herein and on the Written Consent Form.

Q.	MAY I CHANGE MY WRITTEN CONSENT FORM AFTER I SUBMITTED IT?

Yes. You may change your Written Consent Form by returning a later-dated, signed Written Consent Form to the Company, in accordance with the instructions in the Written Consent Form, so that it is received prior to the Expiration Date. No submitted Written Consent Forms may be changed after the Expiration Date. The Company reserves the right to solicit and accept consents after the Expiration Date.

Q.	WHO PAYS FOR THIS SOLICITATION OF CONSENTS?

A.	The Adviser will pay for the costs of the solicitation.

Q.	WHO CAN HELP ANSWER MY QUESTIONS?

A.	If you have questions about the Proposal, please contact David Wang at david.wang@tcw.com or (213) 244-0048. If you need additional copies of the Consent Solicitation materials, you should contact TCW Client Services at ssfclientservice@tcw.com or (213) 244-0020.

This information summarizes information that is included in more

detail in the Consent Solicitation Statement. We urge you to

read the Consent Solicitation Statement carefully.

SUMMARY OF THE CONSENT SOLICITATION STATEMENT

This summary highlights selected information from this Consent Solicitation Statement and does not contain all of the information that is important to you. To better understand the Proposal for which consent is being solicited, you should carefully read this entire Consent Solicitation Statement, as well as the Notice of Consent Solicitation, the Written Consent Form and the other documents referred to in this Consent Solicitation Statement. See also the section entitled “Where You Can Find More Information.”

The Proposal

You are being asked to consider and consent to the following Proposal:

●

To amend the Agreement for the purpose of extending the Closing Period by six months, such that it would be defined as the twenty-four month period following the initial closing.

Approval of the Proposal does not constitute approval of any other matter. The Adviser has recommended approval of the Proposal in order to extend the Closing Period by six months because the Adviser believes that doing so has the potential to be advantageous to the Company and the Unitholders.

The Adviser believes that extending the Closing Period for an additional six months has the potential to improve the long-term total return of the Company’s investments by increasing the size of the Company, which would give it additional assets to invest and greater potential economies of scale. Nevertheless, Unitholders should understand that extension of the Closing Period could mean that a portion of the distributions the Company would otherwise make may be delayed for the duration of the extended Closing Period.

Despite this delay, the Adviser believes that extending the Closing Period for an additional six months should benefit the Company and Unitholders as a whole.

Required Consent for the Proposal

The Proposal will be conclusively deemed approved as soon as holders representing in excess of 50% of the outstanding Common Units have returned consents approving the Proposal.

WRITTEN CONSENT IN LIEU OF MEETING OF UNITHOLDERS

General

The Company is furnishing this Consent Solicitation Statement to the Unitholders as part of the solicitation of consents for use in connection with the proposed action by written consent of Unitholders without a meeting. This Consent Solicitation Statement is first being sent to the Unitholders on or about July 5, 2023. This Consent Solicitation Statement provides you with information you need to know to be able to consent (or object) to the proposed action.

Expiration Date

To be eligible to be counted, Written Consent Forms must be received by the Company at any time prior to 5:00 p.m. New York Time, on July 26, 2023 (the “Expiration Date”). The Company reserves the right to solicit and accept consents after the Expiration Date

Method and Cost of Solicitation

The Consent Solicitation (consisting of this Consent Solicitation Statement, the Notice of Consent Solicitation and the Written Consent Form) is being sent to all Unitholders on or about July 5, 2023.

The Company is sending you this Consent Solicitation in connection with its solicitation of the Unitholders’ consent to the Proposal. TCW Asset Management Company LLC (the “Adviser”) will pay for the costs of solicitation.

Power to Consent or Object

Unitholders as of June 28, 2023, are entitled to submit a Written Consent Form.

Holders of in excess of 50% of Common Units outstanding as of the close of business on June 28, 2023, must consent to the Proposal for it to be approved. As of June 28, 2023, the Company had 8,390,110 Common Units outstanding and approximately 124 beneficial holders of such Common Units. There are no Preferred Units outstanding.

You may change your Written Consent Form by returning a later-dated, signed Written Consent Form, in accordance with the instructions in the Written Consent Form, so that it is received before the Expiration Date. The Company reserves the right to solicit and accept consents after the Expiration Date.

Giving Consent

Unitholders who wish to consent or object must submit their properly completed and executed Written Consent Forms by DocuSign, electronic mail or facsimile, in each case in accordance with the instructions on the Written Consent Form. The Company reserves the right (but is not obligated) to accept any Written Consent Form received by any other reasonable means or in any form that reasonably evidences the consent or objection to either Proposal.

Changing Your Written Consent

Written Consent Forms may be changed by returning a later-dated, signed Written Consent Form, in accordance with the instructions in the Written Consent Form, so that it is received prior to the Expiration Date. No Written Consent Forms may be changed after the Expiration Date. The Company reserves the right to solicit and accept consents after the Expiration Date.

Who Can Answer Your Questions About the Consent

If you have questions about the Proposal, please contact David Wang at david.wang@tcw.com or (213) 244-0048. If you need additional copies of the Consent Solicitation materials, you should contact TCW Client Services at ssfclientservice@tcw.com or (213) 244-0020.

You may also obtain additional information about the Company from documents filed with the Securities and Exchange Commission, or the SEC, by following the instructions in the section entitled “Where You Can Find More Information.”

No Appraisal Rights

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Relationship with the Adviser and Potential Conflicts of Interest

The Company, the Adviser and the Company’s respective direct or indirect Members, partners, officers, Directors, employees, agents and affiliates may be subject to certain potential conflicts of interest in connection with the Company’s activities and investments. For example, the terms of the Adviser’s management and incentive fees may create an incentive for the Adviser to approve and cause the Company to make more speculative investments than it would otherwise make in the absence of such fee structure.

The Adviser’s Private Credit Team (the “Private Credit Team”) is separated from those partners and employees of the Adviser and its affiliates involved in the management of the investments of other funds and other accounts (the “Other Employees”) by an ethical wall, and accordingly, the Other Employees may be unable to make certain material information available to the Private Credit Team. In addition, the Adviser’s other funds and separate accounts may take positions in securities and/or issuers that are in a different part of the capital structure of an issuer or adverse to the Company.

The members of the senior management and investment teams and the investment committee of the Adviser serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company, or of investment funds managed by the Adviser or its affiliates. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the Company’s best interests or in the best interest of the unitholders. For example, Mr. Miller and the other members of the investment committee have management responsibilities for other investment funds, accounts or other investment vehicles managed by the Adviser or its affiliates.

The Company’s investment objective may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. For example, the Adviser concurrently manages accounts that are pursuing an investment strategy similar to the Company’s strategy, and the Company may compete with these and other entities managed by affiliates of the Adviser for capital and investment opportunities. As a result, those individuals at the Adviser may face conflicts in the allocation of investment opportunities between the Company and other investment funds or accounts advised by principals of, or affiliated with, the Adviser. The Adviser has agreed with the Board that, when the Company is able to co-invest with other investment funds or accounts managed by the Adviser, allocations among the Company and other investment funds or accounts will generally be made based on capital available for investment in the asset class being allocated to the extent consistent with the Investment Company Act of 1940, as amended (the “1940 Act”). The Company expects that available capital for its investments will be determined based on the amount of cash on-hand, existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and diversification requirements and other investment policies and restrictions set by the Board or as imposed by applicable laws, rules, regulations or interpretations. In situations where the Company cannot co-invest with other investment funds managed by the Adviser due to the restrictions contained in the 1940 Act, the investment policies and procedures of the Adviser generally require that such opportunities be offered to the Company and such other investment funds on an alternating basis. However, there can be no assurance that the Company will be able to participate in all investment opportunities that are suitable to it. The Company and the Adviser have received an Exemptive Order from the SEC that permits the Company to co-invest with affiliates of the Adviser, including private funds managed by the Adviser, if the Board determines that it would be advantageous for the Company to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions, as well as regulatory requirements and other pertinent factors.

Certain Business Relationships

Certain of the Company’s current Directors and officers are directors or officers of the Adviser.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of June 28, 2023, the Directors of the Company owned the following units of the Company and the “Other Beneficial Owners” owned beneficially 5% or more of the units of the Company as set forth below:


Name and Address	Amount of Units Beneficially Owned and Nature of Ownership¹		Percentage of Class Owned¹
Independent Directors
Sheila A. Finnerty		2,000			*
Saverio M. Flemma		2,000			*
R. David Kelly		2,000			*
Andrew W. Tarica		2,500			*

Interested Directors
Richard T. Miller		50,000			*
Laird R. Landmann		0			*

Officers
Andrew Kim		1,500			*
Gayle Espinosa		0			*
Joseph Magpayo		0			*
David Wang		7,500			*
Gladys Xiques		0			*

Other Beneficial Owners
Nationwide Mutual Insurance Company (2)		1,050,000		12.51	%
Memphis Light, Gas and Water Division Retirement & Pension System (3)		700,000		8.34	%
U.S. Retirement Trust		514,550		6.13	%
Cliffwater Corporate Lending Fund		500,000		5.96	%
CommonSpirit Health Operating Investment Pool, LLC (4)		500,000		5.96	%
Holtec International		500,000		5.96	%
Lockheed Martin Corporation Master Retirement Trust		500,000		5.96	%

*	Less than 1%

(1)

The number of units are those beneficially owned as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any units as to which a person has sole or shared voting power or investment power and any units which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. The percentages used herein are calculated based upon 8,390,110 common units outstanding, which reflects the number of common units issued and outstanding as of the Record Date.

(2)	Holdings consist of units held by Nationwide Life Insurance Company, Nationwide Life and Annuity Insurance Company, Nationwide Mutual Insurance Company, Nationwide Defined Benefit Master Trust, and Geneva Re Ltd.

(3)	Holdings consist of units held by Memphis Light, Gas and Water Division Retirement & Pension System and Memphis Light, Gas and Water Division OPEB Trust.

(4)	Holdings consist of units held by CommonSpirit Health Operating Investment Pool, LLC and the CommonSpirit Health Retirement Master Trust.

DELIVERY OF DOCUMENTS TO UNITHOLDERS

Unitholders sharing an address will each receive a copy of the Consent Solicitation. However, only one Consent Solicitation is being delivered to multiple Unitholders sharing an address, if such Unitholders have given their consent. Unitholders sharing an address can request delivery of a single copy of any consent solicitation materials in the future by contacting the financial institution through which the Unitholder holds the Common Units.

The Company will deliver promptly upon written or oral request a separate copy of the Consent Solicitation Statement to a Unitholder at a shared address to which a single copy of the documents was delivered. Unitholders may request a separate copy of a Consent Solicitation Statement by contacting TCW Client Services at ssfclientservice@tcw.com or (213) 244-0020.

If a Unitholder wishes to receive a separate consent solicitation statement in the future, the Unitholder may notify the Company by contacting the financial institution through which the Unitholder holds the Common Units.

WHERE YOU CAN FIND MORE INFORMATION

The Company files reports and other information with the SEC as required by the Securities Exchange Act of 1934. You can read the Company’s SEC filings, including this Consent Solicitation, over the Internet at the SEC’s website at http://www.sec.gov. You may also obtain copies of the materials described above at prescribed rates by electronic request at the following e-mail address: publicinfo@sec.gov.

If you have questions about the Proposal for which consent has been solicited herein, please contact David Wang at david.wang@tcw.com or (213) 244-0048. If you would like additional copies of this Consent Solicitation Statement, you should contact TCW Client Service at ssfclientservice@tcw.com or (213) 244-0020.

If you are a Unitholder of the Company and would like to request documents, please do so by July 19, 2023, in order to receive them before the Expiration Date. If you request any documents, the Company will send them to you by email.

This document is a Consent Solicitation Statement of the Company for the proposed actions by written consent. We have not authorized anyone to give any information or make any representation about the Proposal that is different from, or in addition to, that contained in this Consent Solicitation Statement. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

INSTRUCTIONS TO WRITTEN CONSENT FORM

READ THE CONSENT SOLICITATION STATEMENT. THEN, PLEASE DO ONE OF THE FOLLOWING:

RETURN YOUR WRITTEN CONSENT FORM BY DOCUSIGN

Check the appropriate boxes on the written consent form below, then sign and

promptly return it via DocuSign.

RETURN YOUR WRITTEN CONSENT FORM BY ELECTRONIC MAIL

Check the appropriate boxes on the written consent form below, then sign and date it.

Scan it electronically and promptly return it by electronic mail to ssfclientservice@tcw.com.

RETURN YOUR WRITTEN CONSENT FORM BY FACSIMILE

Check the appropriate boxes on the written consent form below, then sign and date it

and promptly return it by facsimile to the attention of TCW Client Services at (213) 244-0238.

FORM OF CONSENT OF UNITHOLDER

TCW DIRECT LENDING VIII LLC

CONSENT OF UNITHOLDER

THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, being a unitholder of TCW Direct Lending VIII LLC (the “Company”), (i) acknowledges receipt of the Notice of Solicitation of Consents dated July 5, 2023 and the accompanying Consent Solicitation Statement dated July 5, 2023, and (ii) votes in the manner designated below all of the common units of the Company held by the undersigned.

This consent, when properly executed, will apply in the manner specified below.

Please carefully review the Consent Solicitation Statement delivered with this consent.

Proposal 1: To amend the Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 21, 2022, as amended, for the purpose of (i) extending the Closing Period by six months, such that it would be defined as the twenty-four month period following the initial closing and (ii) clarifying that, notwithstanding the extensions to the Closing Period, the term of the Company will expire as originally scheduled on January 21, 2029 (subject to further extension as provided in the Agreement).

Please specify your vote by an “X” in the appropriate space below.

Consent [ ] Object [ ] Abstain [ ]

Please complete, sign and date this written consent and return it at or before 5:00 p.m., Eastern Time, on July 26, 2023. This consent may be executed and delivered by DocuSign or by email to ssfclientservice@tcw.com or by fax to (213) 244-0238.

UNITHOLDER NAME


By:
Name:
Title:

Date: