Correspondence 0001193125-24-016928 from TCW Direct Lending VIII LLC (CIK 0001825265)
TCW Direct Lending VIII LLC (CIK 0001825265)
Date: Jan. 26, 2024 · CIK: 0001825265 · Accession: 0001193125-24-016928
AI Filing Summary & Sentiment
File numbers found in text: 814-01420
Letter
SEC Comment response Letter
Paul Hastings LLP
101 California Street, Forty-Eighth Floor
San Francisco, CA 94111
telephone (415) 856-7000
facsimile (415) 856-7100
www.paulhastings.com
January 26,
VIA EDGAR CORRESPONDENCE
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: TCW Direct Lending VIII LLC - File No. 814-01420
Ladies and Gentlemen:
On behalf of TCW Direct Lending VIII LLC (the “Registrant”), we hereby respond to the oral comments provided on January 23, 2023 to the undersigned by Ms. Valerie J. Lithotomos of the staff (the “Staff”) of the Securities and Exchange Commission with respect to the Registrant’s preliminary proxy soliciting materials, which contained disclosure with respect to the consent solicitation of unitholders of the Registrant with respect.
The Registrant’s responses to those comments are provided below. We have restated the substance of those comments to the best of our understanding. Capitalized terms have the same meanings as in the proxy statement, unless otherwise indicated. We have consulted with the Registrant in preparing and submitting this response letter.
The Registrant also acknowledges the Staff’s standard disclaimer as expressed as part of the oral comments.
1. Comment: Please add disclosure with respect to the considerations of the board of the Registrant in authorizing this consent solicitation, as required by Item 20 of Schedule 14A.
Response: Comment accepted. The Registrant will add that disclosure to the definitive materials.
2. Comment: Please confirm that the business relationships described in these soliciting materials address the requirements of Item 5(a) of Schedule 14A.
Response: Comment acknowledged. The Registrant hereby confirms that the disclosure already provided under the heading “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” and “Relationships with the Adviser and Potential Conflicts of Interest” fully addresses that disclosure requirement.
* * * * *
Please contact the undersigned at (415) 856-7007 with comments and questions.
Very truly yours,
/s/ David A. Hearth
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CORRESP 1 filename1.htm SEC Comment response Letter Paul Hastings LLP 101 California Street, Forty-Eighth Floor San Francisco, CA 94111 telephone (415) 856-7000 facsimile (415) 856-7100 www.paulhastings.com January 26, 2024 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: TCW Direct Lending VIII LLC - File No. 814-01420 Ladies and Gentlemen: On behalf of TCW Direct Lending VIII LLC (the “Registrant”), we hereby respond to the oral comments provided on January 23, 2023 to the undersigned by Ms. Valerie J. Lithotomos of the staff (the “Staff”) of the Securities and Exchange Commission with respect to the Registrant’s preliminary proxy soliciting materials, which contained disclosure with respect to the consent solicitation of unitholders of the Registrant with respect. The Registrant’s responses to those comments are provided below. We have restated the substance of those comments to the best of our understanding. Capitalized terms have the same meanings as in the proxy statement, unless otherwise indicated. We have consulted with the Registrant in preparing and submitting this response letter. The Registrant also acknowledges the Staff’s standard disclaimer as expressed as part of the oral comments. 1. Comment: Please add disclosure with respect to the considerations of the board of the Registrant in authorizing this consent solicitation, as required by Item 20 of Schedule 14A. Response: Comment accepted. The Registrant will add that disclosure to the definitive materials. 2. Comment: Please confirm that the business relationships described in these soliciting materials address the requirements of Item 5(a) of Schedule 14A. Response: Comment acknowledged. The Registrant hereby confirms that the disclosure already provided under the heading “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” and “Relationships with the Adviser and Potential Conflicts of Interest” fully addresses that disclosure requirement. * * * * * Please contact the undersigned at (415) 856-7007 with comments and questions. Very truly yours, /s/ David A. Hearth David A. Hearth for PAUL HASTINGS LLP cc: TCW Investment Management Company LLC 2