The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has

not determined if it is accurate and complete.

The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Noti ce of Exempt Offeri ng of Securi ti es
OMB APPROVAL
OMB Number: 3235-0076
Expires:
August 31,
2015
Estimated average burden
hours per
response:
4.00
1. Issuer' s Identity
CIK (Filer ID Number)
Previous
Names
X None Entity Type
0001571703
Corporation
X Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)
Name of Issuer
Lone Star Fund VIII (Bermuda), L.P.
J urisdiction of
Incorporation/Organization
BERMUDA
Year of Incorporation/Organization
Over Five Years Ago
X Within Last Five Years (Specify Year) 2013
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
Lone Star Fund VIII (Bermuda), L.P.
Street Address 1 Street Address 2
Washington Mall, Suite 304 7 Reid Street
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Hamilton BERMUDA HM11 817.347.5290
1. Issuer' s Identity
CIK (Filer ID Number)
Previous
Names
X None Entity Type
0001572544
Corporation
X Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Name of Issuer
LSF VIII International, L.P.
J urisdiction of
Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
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Other (Specify)
Over Five Years Ago
X Within Last Five Years (Specify Year) 2013
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
LSF VIII International, L.P.
Street Address 1 Street Address 2
2711 N. Haskell Avenue, Suite 1700
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Dallas TEXAS 75204 817.347.5290
1. Issuer' s Identity
CIK (Filer ID Number)
Previous
Names
X None Entity Type
0001572538
Corporation
X Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)
Name of Issuer
LSF VIII International Finance, L.P.
J urisdiction of
Incorporation/Organization
BERMUDA
Year of Incorporation/Organization
Over Five Years Ago
X Within Last Five Years (Specify Year) 2013
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
LSF VIII International Finance, L.P.
Street Address 1 Street Address 2
Washington Mall, Suite 304 7 Reid Street
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Hamilton BERMUDA HM11 817.347.5290
1. Issuer' s Identity
CIK (Filer ID Number)
Previous
Names
X None Entity Type
0001572534
Corporation
X Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Name of Issuer
LSF VIII International 2, L.P.
J urisdiction of
Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
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Other (Specify)
Over Five Years Ago
X Within Last Five Years (Specify Year) 2013
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
LSF VIII International 2, L.P.
Street Address 1 Street Address 2
2711 N. Haskell Avenue, Suite 1700
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Dallas TEXAS 75204 817.347.5290
3. Related Persons
Last Name First Name Middle Name
Lone Star Partners VIII, L.P. -
Street Address 1 Street Address 2
Washington Mall, Suite 304 7 Reid Street
City State/Province/Country ZIP/PostalCode
Hamilton BERMUDA HM11
Relationship: Executive Officer Director X Promoter
Clarification of Response (if Necessary):
general partner
Last Name First Name Middle Name
Lone Star Global Acquisitions, Ltd. -
Street Address 1 Street Address 2
Washington Mall, Suite 304 7 Reid Street
City State/Province/Country ZIP/PostalCode
Hamilton BERMUDA HM11
Relationship: Executive Officer Director X Promoter
Clarification of Response (if Necessary):
investment adviser
4. Industry Group
Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
X Pooled Investment Fund
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
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Hedge Fund
X Private Equity Fund
Venture Capital Fund
Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes X No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other
5. Issuer Size
Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000

$1,000,001 -
$5,000,000
$5,000,001 - $25,000,000

$5,000,001 -
$25,000,000
$25,000,001 - $50,000,000

$25,000,001 -
$100,000,000
$50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii)) Rule 505
Rule 504 (b)(1)(i) X Rule 506
Rule 504 (b)(1)(ii) Securities Act Section 4(5)
Rule 504 (b)(1)(iii) X Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
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Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
X Section 3(c)(7)
7. Type of Filing
X New Notice Date of First Sale 2013-03-06 First Sale Yet to Occur
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? Yes X No
9. Type(s) of Securities Offered (select all that apply)
X Equity X Pooled Investment Fund Interests
Debt Tenant-in-Common Securities

Option, Warrant or Other Right to Acquire Another
Security
Mineral Property Securities

Security to be Acquired Upon Exercise of Option,
Warrant or Other Right to Acquire Security
Other (describe)
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction,
such as a merger, acquisition or exchange offer?
Yes X No
Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor $3,000,000USD
12. Sales Compensation
Recipient Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD
Number
X None
Street Address 1 Street Address 2
City State/Province/Country
ZIP/Postal
Code
State(s) of Solicitation (select all that
apply)
Check All States or check individual
States

All
States
Foreign/non-US
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13. Offering and Sales Amounts
Total Offering Amount USD or X Indefinite
Total Amount Sold $675,000,000USD
Total Remaining to be Sold USD or X Indefinite
Clarification of Response (if Necessary):
14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as
accredited investors, and enter the number of such non-accredited investors who already have
invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not
qualify as accredited investors, enter the total number of investors who already have invested in
the offering:
3
15. Sales Commissions & Finder' s Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure
is not known, provide an estimate and check the box next to the amount.
Sales Commissions $0USD Estimate
Finders' Fees $0USD Estimate
Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any
of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the
amount is unknown, provide an estimate and check the box next to the amount.
$1,600,000USD X Estimate
Clarification of Response (if Necessary):
A portion of the gross proceeds may be used to reimburse Lone Star Global Acquisitions, Ltd. for expenses it incurs and for potential
payment of management fee.
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and
clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and
undertaking to furnish them, upon written request, in the accordance with applicable law, the information
furnished to offerees.*
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally
designated officer of the State in which the issuer maintains its principal place of business and any State in which
this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on
its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered
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or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any
place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any
activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or
indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust
Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule
or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal
place of business or any State in which this notice is filed.
Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule
505 for one of the reasons stated in Rule 505(b)(2)(iii).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be
signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
X
I also am a duly authorized representative of the other issuer(s) identified in Item 1 above and authorized to sign on
their behalf.
Issuer Signature Name of Signer Title Date
Lone Star Fund VIII (Bermuda), L.P. Sandra Collins Sandra Collins Vice President of the GP of the GP of the Issuer 2013-03-19
Persons who respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416
(Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this FormD are "covered securities" for
purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this FormD, States cannot routinely require offering materials
under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits themto do so under NSMIA's preservation of their anti-fraud
authority.
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