Nuveen Churchill Direct Lending Corp. Enters Material Agreement

TL;DR

Nuveen Churchill Direct Lending Corp. signed a big deal on 3/14, creating a new financial obligation.

AI Summary

Nuveen Churchill Direct Lending Corp. entered into a material definitive agreement on March 14, 2024. This agreement involves a direct financial obligation for the registrant. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Nuveen Churchill Direct Lending Corp., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.

Key Players & Entities

• Nuveen Churchill Direct Lending Corp. (company) — Registrant
• March 14, 2024 (date) — Date of earliest event reported
• 375 Park Avenue, 9th Floor, New York, NY (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 NCDL NYSE Indicate by check mark whet
• $296,970,000 — nding Corp. (the "Company") completed a $296,970,000 term debt securitization (the "2024 Deb
• $2 million — Closing Date. The 2024 Notes consist of $2 million of AAA Class X 2024 Notes, which bear i
• $175.5 million — t the three-month Term SOFR plus 1.40%; $175.5 million of AAA Class A 2024 Notes, which bear i
• $37.5 million — t the three-month Term SOFR plus 2.00%; $37.5 million of AA Class B 2024 Notes, which bear in
• $81.97 million — e three-month Term SOFR plus 2.65%; and $81.97 million of Subordinated 2024 Notes, which do no
• $275 million — available under the Loan Agreement from $275 million to $150 million, which facility amount
• $150 m — the Loan Agreement from $275 million to $150 million, which facility amount may be inc
• $250 million — nt and each applicable Lender, to up to $250 million during the reinvestment period, which i

Filing Documents

• ncdlc-20240314.htm (8-K) — 48KB
• exhibit101-churchillncdlcc.htm (EX-10.1) — 2732KB
• exhibit102-churchillncdlcc.htm (EX-10.2) — 269KB
• exhibit103-wellsxchurchill.htm (EX-10.3) — 1462KB
• 0001628280-24-012245.txt ( ) — 5296KB
• ncdlc-20240314.xsd (EX-101.SCH) — 2KB
• ncdlc-20240314_def.xml (EX-101.DEF) — 15KB
• ncdlc-20240314_lab.xml (EX-101.LAB) — 27KB
• ncdlc-20240314_pre.xml (EX-101.PRE) — 16KB
• ncdlc-20240314_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. CLO-III Closing On March 14, 2024 (the "Closing Date"), Nuveen Churchill Direct Lending Corp. (the "Company") completed a $296,970,000 term debt securitization (the "2024 Debt Securitization"). The term debt securitization is also known as a collateralized loan obligation and is a form of secured financing incurred by the Company. The notes offered in the 2024 Debt Securitization (the "2024 Notes") were issued by Churchill NCDLC CLO-III, LLC (formerly known as Nuveen Churchill BDC SPV III, LLC) (the "2024 Issuer"), a direct, wholly owned, consolidated subsidiary of the Company, pursuant to an indenture (the "Indenture") dated as of the Closing Date. The 2024 Notes consist of $2 million of AAA Class X 2024 Notes, which bear interest at the three-month Term SOFR plus 1.40%; $175.5 million of AAA Class A 2024 Notes, which bear interest at the three-month Term SOFR plus 2.00%; $37.5 million of AA Class B 2024 Notes, which bear interest at the three-month Term SOFR plus 2.65%; and $81.97 million of Subordinated 2024 Notes, which do not bear interest. The Company directly retained all of the Subordinated 2024 Notes. The 2024 Notes are backed by a diversified portfolio of senior secured and second lien loans. The Indenture contains certain conditions pursuant to which loans can be acquired by the 2024 Issuer, in accordance with rating agency criteria or as otherwise agreed with certain institutional investors who purchased the 2024 Notes. Through April 20, 2028, all principal collections received on the underlying collateral may be used by the 2024 Issuer to purchase new collateral under the direction of the Company, in its capacity as collateral manager of the 2024 Issuer and in accordance with the Company's investment strategy, allowing the Company to maintain the initial leverage in the 2024 Debt Securitization. The 2024 Notes are due on April 20, 2036. The 2024 Notes are the secured obligation of the 2024

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 Indenture, dated as of March 14, 2024, by and between Churchill NCDLC CLO-III, LLC, as issuer, and U.S. Bank Trust Company, National Association, as trustee 10.2 Collateral Management Agreement, dated as of March 14, 2024, by and between Churchill NCDLC CLO-III, LLC, as issuer, and Nuveen Churchill Direct Lending Corp., as collateral manager 10.3 Third Amendment to Loan and Security Agreement, dated as of March 14, 2024, by and among Nuveen Churchill BDC SPV V, LLC, as borrower, Nuveen Churchill Direct Lending Corp , as the collateral manager and the equity investor , and Wells Fargo Bank National Associat ion, as administrative agent and lender . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NUVEEN CHURCHILL DIRECT LENDING CORP. Date: March 20, 2024 By: /s/ Kenneth J. Kencel Name: Kenneth J. Kencel Title: Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR