Nuveen Churchill Direct Lending Corp
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 27, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibit and Financial Statement Schedules
Part IV
a. Documents Filed as Part of this Report
The following financial statements are set forth in Item 8:
Nuveen Churchill Direct Lending Corp.
| Page | |
|---|---|
| Consolidated Statements of Assets and Liabilities as of December 31, 2024 and 2023 | 94 |
| Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022 | 95 |
| Consolidated Statements of Changes in Net Assets for the Years Ended December 31, 2024, 2023 and 2022 | 96 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 | 97 |
| Consolidated Schedules of Investments for the Years Ended December 31, 2024 and 2023 | 99 |
| Notes to Financial Statements | 145 |
b. Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K or hereby incorporated by reference to exhibits previously filed with the United States Securities and Exchange Commission.
| 3.1 | Articles of Amendment and Restatement (1) |
| 3.2 | Articles of Amendment (2) |
| 3.3 | Bylaws (1) |
| 3.4 | Certificate of Merger of Churchill Middle Market CLO V Ltd. (1) |
| 4.1 | Form of Stock Certificate (1) |
| 4.2 | Description of Securities (7) |
| 4.3 | Indenture, dated as of January 22, 2025, by and between Nuveen Churchill Direct Lending Corp. and U.S. Bank Trust Company, National Association, as trustee (20) |
| 4.4 | First Supplemental Indenture, dated as of January 22, 2025, by and between Nuveen Churchill Direct Lending Corp. and U.S. Bank Trust Company, National Association, as trustee (20) |
| 4.5 | Form of Global Note with respect to the 6.650% Notes due 2030 (20) |
| 10.1 | Amended and Restated Investment Advisory Agreement between Nuveen Churchill Direct Lending Corp. and Churchill DLC Advisor LLC, dated as of January 29, 2024 (19) |
| 10.2 | Third Amended and Restated Investment Sub-Advisory Agreement by and between Nuveen Churchill Advisors LLC and Churchill Asset Management LLC, dated as of March 8, 2022 (6) |
| 10.3 | Investment Sub-Advisory Agreement by and among Churchill DLC Advisor LLC, Churchill Asset Management LLC, and Nuveen Asset Management, LLC., dated as of January 29, 2024 (19) |
| 10.4 | Administration Agreement between Nuveen Churchill BDC Inc. and Nuveen Churchill Administration LLC (1) |
| 10.5 | Custody Agreement between Nuveen Churchill BDC Inc. and U.S. Bank National Association (1) |
| 10.6 | Amended and Restated Dividend Reinvestment Plan (13) |
| 10.7 | Transfer Agency and Service Agreement between Nuveen Churchill Direct Lending Corp. and Computershare Inc., and its affiliate Computershare Trust Company, N.A. (15) |
| 10.8 | Revolving Credit Agreement, dated as of September 10, 2020, by and among Nuveen Churchill Direct Lending Corp., as the borrower, Sumitomo Mitsui Banking Corporation, as the administrative agent, and the lenders (3) |
| 10.9 | Second Amendment to the Amended and Restated Loan and Security Agreement, dated as of March 31, 2022, by and among Nuveen Churchill BDC SPV I, LLC as borrower, Nuveen Churchill Direct Lending Corp., as the collateral manager, the Lenders, Wells Fargo Bank, National Association, as administrative agent, and U.S. Bank National Association, as collateral agent and custodian (5) |
| 10.10 | 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 equity investor, and Wells Fargo Bank National Association, as administrative agent and lender (16) |
| 10.11 | Fifth Amendment to the Amended and Restated Loan and Security Agreement, dated August 27, 2024, by and among Nuveen Churchill BDC SPV V, LLC, as borrower, Nuveen Churchill Direct Lending Corp., as the collateral manager and equity investor, and Wells Fargo Bank, National Association, as administrative agent and lender (18) |
| 10.12 | Borrower Joinder Agreement, dated as of May 5, 2022, among Nuveen Churchill BDC SPV I, LLC, Nuveen Churchill BDC SPV III, LLC and Wells Fargo Bank, National Association, as the administrative agent (8) |
| 10.13 | Form of Omnibus Amendment to Transaction Documents, dated as of October 28, 2020, by and among Nuveen Churchill BDC SPV I LLC, as borrower, Nuveen Churchill Direct Lending Corp., as collateral manager and equity investor, and Wells Fargo Bank, National Association, as administrative agent and lender (4) |
| 10.14 | Amended and Restated Loan and Servicing Agreement, dated as of October 13, 2023, by and among each of the borrowers from time to time party hereto, as the borrower, Nuveen Churchill Direct Lending Corp., as the servicer, Sumitomo Mitsui Banking Corporation, as the administrative agent, collateral agent, and as the lender, U.S. Bank Trust Company, National Association, as the collateral manager, and U.S. Bank National Association as the collateral custodian and as the account bank. (11) |
| 10.15 | Borrower Joinder Agreement, dated as of October 19, 2023, among Nuveen Churchill BDC SPV II, LLC, Nuveen Churchill BDC SPV IV, LLC and Sumitomo Mitsui Bank Corporation, as the administrative agent (15) |
| 10.16 | Purchase and Placement Agreement by and among, Churchill NCDLC CLO-I LLC, Wells Fargo Securities, LLC, as initial purchaser and NatWest Markets Plc, as co-placement agent (7) |
| 10.17 | Indenture and Security Agreement, dated as of May 20, 2022, by and between Churchill NCDLC CLO-I, LLC, as issuer, and U.S. Bank Trust Company, National Association, trustee (9) |
| 10.18 | Collateral Management Agreement, dated as of May 20, 2022, by and between Churchill NCDLC CLO-I, LLC, as issuer, and Nuveen Churchill Direct Lending Corp., as collateral manager (9) |
| 10.19 | Class A-L Loan Agreement, dated May 20, 2022, by and among Churchill NCDLC CLO-I, LLC, as borrower, U.S. Bank Trust Company, National Association, as loan agent and as trustee under the indenture, and each of the Class A-L lenders party thereto (9) |
| 10.20 | Indenture and Security Agreement, dated as of December 7, 2023, by and between Churchill NCDLC CLO-II, LLC, as issuer, and U.S. Bank Trust Company, National Association, as trustee. (12) |
| 10.21 | Placement Agreement, dated as of December 7, 2023, by and among Churchill NCDLC CLO-II, LLC, as issuer, SMBC Nikko Securities America, Inc., as placement agent, and Capital One Securities, Inc., as co-placement agent. (12) |
| 10.22 | Collateral Management Agreement, dated as of December 7, 2023, by and between Churchill NCDLC CLO-II, LLC, as issuer, and Nuveen Churchill Direct Lending Corp., as collateral manager. (12) |
| 10.23 | Class A-L-A Loan Agreement, dated December 7, 2023, by and among Churchill NCDLC CLO-II, LLC, as borrower, U.S. Bank Trust Company, National Association, as loan agent and as trustee under the indenture and security agreement, and each of the Class A-L-A Lenders party thereto. (12) |
| 10.24 | Class A-L-B Loan Agreement, dated December 7, 2023, by and among Churchill NCDLC CLO-II, LLC, as borrower, U.S. Bank Trust Company, National Association, as loan agent and as trustee under the indenture and security agreement, and each of the Class A-L-B Lenders party thereto. (12) |
| 10.25 | Purchase and Placement Agreement, dated February 9, 2024, by and among Churchill NCDLC CLO-III LLC, as issuer, and Wells Fargo Securities, LLC, as initial purchaser. (14) |
| 10.26 | 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 (16) |
| 10.27 | 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 (16) |
| 10.28 | Senior Secured Revolving Credit Agreement, dated as of June 23, 2023, by and among Nuveen Churchill Direct Lending Corp., as the borrower, Sumitomo Mitsui Banking Corporation, as the administrative agent and the lenders. (10) |
| 10.29 | Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of April 9, 2024, by and among Nuveen Churchill Direct Lending Corp., as borrower, NCDL Equity Holdings LLC, as subsidiary guarantor, the lenders and issuing banks party thereto, Sumitomo Mitsui Banking Corporation, as administrative agent for the lenders (17) |
| 10.30 | Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated as of October 4, 2024, by and among Nuveen Churchill Direct Lending Corp., as borrower, NCDL Equity Holdings LLC, as subsidiary guarantor, the lenders and issuing banks party thereto, Sumitomo Mitsui Banking Corporation, as administrative agent for the lenders (19) |
| 14.1 | Independent Director Code of Ethics of Nuveen Churchill Direct Lending Corp.* |
| 14.2 | Code of Ethics of Nuveen, LLC* |
| 19.1 | Insider Trading Policy (15) |
| 21.1 | List of Subsidiaries* |
| 23.1 | Consent of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP (relating to the Consolidated Financial Statements)* |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended * |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended * |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended * |
| 97.1 | Compensation Recoupment Policy (15) |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Filed herewith.
(1)Previously filed on January 29, 2020 with Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56133) and incorporated by reference herein.
(2)Previously filed on June 2, 2020 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(3)Previously filed on September 15, 2020 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(4)Previously filed on October 30, 2020 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(5)Previously filed on March 12, 2021 with the Company's Annual Report on Form 10-K and incorporated by reference herein.
(6)Previously filed on April 5, 2022 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(7)Previously filed on March 8, 2022 with the Company's Annual Report on Form 10-K and incorporated by reference herein.
(8)Previously filed on April 22, 2022 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(9)Previously filed on May 10, 2022 with the Company's Quarterly Report on Form 10-Q and incorporated by reference herein.
(10)Previously filed on May 25, 2022 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(11)Previously filed on June 28, 2023 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(12)Previously filed on October 30, 2023 with the Company's Quarterly Report on Form 10-Q and incorporated by reference herein.
(13)Previously filed on December 12, 2023 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(14)Previously filed on January 30, 2024 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(15)Previously filed on February 15, 2024 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(16)Previously filed on February 27, 2024 with the Company's Annual Report on Form 10-K and incorporated by reference herein.
(17)Previously filed on March 20, 2024 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(18)Previously filed on April 15, 2024 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(19)Previously filed on September 3, 2024 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(20)Previously filed on October 8, 2024 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(21)Previously filed on January 22, 2025 with the Company's Current Report on Form 8-K and incorporated by reference herein.
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