Nuveen Churchill Direct Lending Corp

6. SECURED BORROWINGS

The Company, CLO-I, CLO-II, CLO-III and SPV V are party to credit facilities or debt obligations as described below. In accordance with the 1940 Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is maintained at a level of at least 150% after such borrowings. As of December 31, 2024 and December 31, 2023, asset coverage was 187.03% and 178.57%, respectively. Proceeds of the credit facilities or debt obligations are used for general corporate purposes, including the funding of portfolio investments. The Company and its wholly owned subsidiaries were in compliance with all covenants and other requirements of their respective agreements.

Subscription Facility

On September 10, 2020, the Company entered into a revolving credit agreement (the “Subscription Facility Agreement” and the facility thereunder, the “Subscription Facility”) with Sumitomo Mitsui Banking Corporation (“SMBC”), as the administrative agent for certain secured parties, the syndication agent, the lead arranger, the book manager, the letter of credit issuer and the lender. The Subscription Facility had a maximum commitment of $50,000, subject to availability under the "Borrowing Base." The Borrowing Base was calculated based on the unfunded capital commitments of certain investors that had subscribed to purchase shares of the Company, to the extent the capital commitments of such investors also had been approved by SMBC for inclusion in the Borrowing base and met certain additional criteria.

The Subscription Facility Agreement expired on September 8, 2023, and the Company fully paid down the outstanding balance including the accrued interest expense.

For the years ended December 31, 2024, 2023, and 2022 the components of interest expense related to the Subscription Facility were as follows:

Wells Fargo Financing Facility

On December 31, 2019, a wholly owned subsidiary of the Company entered into a credit agreement ("the “Wells Fargo Financing Facility” and the agreement relating thereto, as amended from time to time, the “Wells Fargo Financing Facility Agreement”), with Wells Fargo Bank, N.A. as lender (“Wells Fargo”) and administrative agent. The Wells Fargo Financing Facility Agreement was amended on October 28, 2020, March 31, 2022, March 14, 2024 and August 27, 2024. The most recent amendment on August 27, 2024, among other things, increased the maximum facility amount available from $150,000 to $225,000.

The Wells Fargo Financing Facility reinvestment period expires on March 31, 2025 and has a maturity date of March 31, 2027. The Wells Fargo Financing Facility Agreement also requires the Company to maintain an asset coverage ratio equal to at least 1.50:1.00. Advances under the Wells Fargo Financing Facility may be prepaid and reborrowed at any time during the reinvestment period, but any termination or reduction of the facility amount prior to the first anniversary of the date of the amendment (subject to certain exceptions) is subject to a commitment reduction fee of 1%. Under the Wells Fargo Financing Facility Agreement, the Company paid a fee on daily undrawn amounts under the Wells Fargo Financing Facility of 0.25% per annum during the period ended June 14, 2024. For the six months following June 14, 2024, the Company paid a fee on daily undrawn amounts under the Wells Fargo Facility of 0.50% per annum, and, thereafter, pays 0.50% per annum on undrawn amounts of up to 40% of the maximum facility amount and 1.50% per annum on undrawn amounts in excess of 40% of the maximum facility amount.

As of December 31, 2024 and December 31, 2023, the Wells Fargo Financing Facility bore interest at a rate of SOFR, reset daily, plus 2.20%, per annum.

On March 14, 2024, SPV V entered into the borrower joinder agreement to become party to the Wells Fargo Financing Facility Agreement and pledged all of its assets to the collateral agent to secure their obligations under the Wells Fargo Financing Facility. The Company and SPV V have made customary representations and warranties and are required to comply with various financial covenants related to liquidity and other maintenance covenants, reporting requirements and other customary requirements for similar facilities.

For the years ended December 31, 2024, 2023, and 2022 the components of interest expense related to the Wells Fargo Financing Facility were as follows:

The Wells Fargo Financing Facility was terminated subsequent to fiscal year ended December 31, 2024. See "Note 12. Subsequent Events" for more information.

SMBC Financing Facility

On November 24, 2020, a wholly owned subsidiary of the Company entered into a senior secured revolving credit facility (the “SMBC Financing Facility” and the agreement relating thereto the “SMBC Financing Facility Agreement”) with SMBC, as the administrative agent, the collateral agent and the lender. On October 19, 2023, SPV IV entered into the borrower joinder agreement (the “SMBC Joinder”) to become party to the SMBC Financing Facility Agreement.

The SMBC Financing Facility Agreement was amended on December 23, 2021, June 29, 2022 and November 21, 2023. The SMBC Financing Facility Agreement was most recently amended on November 21, 2023 (the "SMBC Financing Facility Amendment"), among other things, to: (i) extend (A) the reinvestment period from November 24, 2023 to November 24, 2024 and (B) the stated maturity date from November 24, 2025 to November 24, 2026; (ii) change the interest rate for loans under the SMBC Financing Facility Agreement from (A) either the Base Rate (as defined in the SMBC Financing Facility Agreement) plus 1.15% or the Term SOFR (as defined in the SMBC Financing Facility Agreement) plus 2.15% to (B) either the Base Rate plus 1.65% or Term SOFR plus 2.65%; (iii) reduced the maximum facility amount from $300,000 to $150,000 upon the occurrence of a permitted securitization, subject to a subsequent increase to $250,000, in the sole discretion of the administrative agent, if so requested by the borrowers; and (iv) provide for an unused commitment fee of, from the three month anniversary of the SMBC Financing Facility Amendment date to the six-month anniversary of the SMBC Financing Facility Amendment date,0.50% per annum on the unused commitments and on or after the six month anniversary of the SMBC Financing Facility Amendment date,0.50% per annum on the unused commitments if such unused commitments are less than 50% of the total commitments and 1.00% per annum on the unused commitments if such unused commitments are greater than or equal to 50% of the total commitments. In connection with the SMBC Financing Facility Amendment, the borrowers paid an extension fee of $450 plus an annualized fee of 0.30% multiplied by $150,000 based on the length of time (in years) until the occurrence of a permitted securitization. Advances under the SMBC Financing Facility Agreement may be prepaid and reborrowed at any time during the reinvestment period.

Effective December 7, 2023, following the closing of the 2023 Debt Securitization (discussed further below), the maximum facility amount available was reduced to $150,000 from $300,000 and SPV IV began borrowing under the SMBC Financing Facility.

On November 5, 2024, the Company terminated in full the SMBC Financing Facility Agreement and the SMBC Financing Facility thereunder. In connection with the termination of the SMBC Financing Facility, the Company also terminated the security interest over the collateral granted to SMBC and the lenders pursuant to the SMBC Financing Facility Agreement. The SMBC Financing Facility was terminated concurrent with the satisfaction of all obligations and liabilities of the Company to the lenders thereunder, including, without limitation, payments of principal and interest, other fees, breakage costs and other amounts owing to the lenders.

For the years ended December 31, 2024, 2023, and 2022 the components of interest expense related to the SMBC Financing Facility were as follows:

Revolving Credit Facility

On June 23, 2023, the Company entered into a senior secured revolving credit agreement (the “Senior Secured Revolving Credit Agreement" and facility thereunder, the “Revolving Credit Facility”) with SMBC as the lender, administrative agent, and one of the lead arrangers along with Wells Fargo. The Revolving Credit Facility is guaranteed by NCDL Equity Holdings and will be guaranteed by certain subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Guarantors”).

The Revolving Credit Facility was amended on April 9, 2024 and October 4, 2024. The most recent amendment on October 4, 2024 ("the Revolving Credit Facility Amendment"), among other things, (i) extended the Commitment Termination Date and Final Maturity Date (each as defined below); (ii) added a term loan tranche: (iii) increased the total committed facility amount from $250,000 to $325,000 and (iv) reduced (a) the applicable margin with respect to SONIA borrowings, from 2.125% to 2.00% and (b) the credit spread adjustment from 0.15% to 0.10% for Term SOFR borrowings with a three-month tenor and from 0.25% to 0.10% for Term SOFR borrowings with a six-month tenor and (c) the applicable margin with respect to all other permitted borrowing rates, from 1.125% to 1.000%. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each guarantor, subject to certain exceptions, and includes a $25,000 limit for swingline loans.

The availability period under the Revolving Credit Facility will terminate on October 4, 2028 (the “Commitment Termination Date”) and will mature on October 4, 2029 (the “Final Maturity Date”). During the period from the Commitment Termination Date to the Final Maturity Date, the Company will be obligated to make mandatory prepayments out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn in U.S. dollars will bear interest at either term SOFR plus a margin, or the prime rate plus a margin. The Company may elect either the term SOFR or prime rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin. The Company also will pay a fee of 0.375% per annum on average daily undrawn amounts. As of December 31, 2024, the Revolving Credit Facility bore interest at one-month SOFR plus 2.00% per annum. As of December 31, 2023, the Revolving Credit Facility bore interest at one-month SOFR plus 2.25% per annum.

The Senior Secured Revolving Credit Agreement includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and minimum shareholders’ equity, as well as customary events of default.

For the years ended December 31, 2024, 2023, and 2022 the components of interest expense related to the Revolving Credit Facility were as follows:

CLO-I

On May 20, 2022 (the “Closing Date”), the Company completed a $448,325 term debt securitization (the “2022 Debt Securitization”). 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 2022 Debt Securitization (the “2022 Notes”) were issued by CLO-I, an indirect, wholly owned, consolidated subsidiary of the Company. The 2022 Notes consist of $199,000 of AAA Class A-1 2022 Notes, which bear interest at the three-month Term SOFR plus 1.80%; $34,250 of AAA Class A-1F 2022 Notes, which bear interest at 4.42%; $47,250 of AA Class B 2022 Notes, which bear interest at the three-month Term SOFR plus 2.30%; $31,500 of A Class C 2022 Notes, which bear interest at the three-month Term SOFR plus 3.15%; $27,000 of BBB Class D 2022 Notes, which bear interest at the three-month Term SOFR plus 4.15%; and $79,325 of Subordinated 2022 Notes, which do not bear interest. The Company directly owns all of the BBB Class D 2022 Notes and the Subordinated 2022 Notes and, as such, these notes are eliminated in consolidation.

As part of the 2022 Debt Securitization, CLO-I also entered into a loan agreement (the “CLO-I Loan Agreement”) on the Closing Date, pursuant to which various financial institutions and other persons which are, or may become, parties to the CLO-I Loan Agreement as lenders (the “Lenders”) committed to make $30,000 of AAA Class A-L 2022 Loans to CLO-I (the “2022 Loans” and, together with the 2022 Notes, the “2022 Debt”). The 2022 Loans bear interest at the three-month Term SOFR plus 1.80% and were fully drawn upon the closing of the transactions. Any Lender may elect to convert all of the Class A-L 2022 Loans held by such Lenders into Class A-1 2022 Notes upon written notice to CLO-I in accordance with the CLO-I Loan Agreement.

The 2022 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through April 20, 2026, all principal collections received on the underlying collateral may be used by CLO-I to purchase new collateral under the direction of the Company, in its capacity as collateral manager of CLO-I and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2022 Debt Securitization. The 2022 Notes are due on April 20, 2034. The 2022 Loans are scheduled to mature, and, unless earlier repaid, the entire unpaid principal balance thereof is due and payable on April 20, 2034.

The 2022 Debt is the secured obligation of CLO-I, and the indenture and the CLO-I Loan Agreement, as applicable, governing the 2022 Debt includes customary covenants and events of default. The 2022 Debt has not been, and will not be, registered under the Securities Act, or any state “blue sky” laws.

The Company serves as collateral manager to CLO-I under a collateral management agreement (the “Collateral Management Agreement”) and has waived the management fee due to it in consideration for providing these services.

For the years ended December 31, 2024, 2023, and 2022 the components of interest expense related to the CLO-I were as follows:

CLO-II

On December 7, 2023 (the “Closing Date”), the Company completed a $298,060 term debt securitization (the “2023 Debt Securitization”).

The notes offered in the 2023 Debt Securitization (the “2023 Notes”) were issued by CLO-II, an indirect, wholly owned, consolidated subsidiary of the Company. The 2023 Notes consist of $2,000 of AAA Class X 2023 Notes, which bear interest at the three-month Term SOFR plus 2.00%, $100,500 of AAA Class A-1 2023 Notes, which bear interest at the three-month Term SOFR plus 2.35%; $37,500 of AA Class B 2023 Notes, which bear interest at three-month Term SOFR plus 3.20% and approximately $83,060 of Subordinated 2023 Notes, which do not bear interest. The Company directly owns all of the Subordinated 2023 Notes and as such, these notes are eliminated in consolidation.

As part of the 2023 Debt Securitization, CLO-II also entered into a loan agreement (the “CLO-II Loan Agreement”) on the Closing Date, pursuant to which various financial institutions and other persons which are, or may become, parties to the CLO-II Loan Agreement as lenders (the “Lenders”) committed to make $25,000 of AAA Class A-L-A 2023 Loans and $50,000 AAA Class A-L-B 2023 Loans to CLO-II (the “2023 Loans” and, together with the 2023 Notes, the “2023 Debt”). The 2023 Loans bear interest at the three-month Term SOFR plus 2.35% and were fully drawn upon the closing of the transactions. Any Lender may elect to convert all or a portion of the Class A-L-A 2023 Loans held by such Lenders into Class A-1 2023 Notes upon written notice to CLO-II in accordance with the CLO-II Loan Agreement.

The 2023 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through January 20, 2028, all principal collections received on the underlying collateral may be used by CLO-II to purchase new collateral under the direction of the Company, in its capacity as collateral manager of CLO-II and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2023 Debt Securitization. The 2023 Notes are due on January 20, 2036. The 2023 Loans are scheduled to mature, and, unless earlier repaid, the entire unpaid principal balance thereof is due and payable on January 20, 2036.

The 2023 Debt is the secured obligation of CLO-II, and the indenture and the CLO-II Loan Agreement, as applicable, governing the 2023 Debt includes customary covenants and events of default. The 2023 Debt has not been, and will not be, registered under the Securities Act, or any state “blue sky” laws.

The Company serves as collateral manager to CLO-II under a collateral management agreement (the “Collateral Management Agreement”) and has waived the management fee due to it in consideration for providing these services.

For the years ended December 31, 2024, 2023, and 2022 the components of interest expense related to the CLO-II were as follows:

CLO-III

On March 14, 2024 (the “Closing Date”), the Company completed a $296,970 term debt securitization (the “2024 Debt Securitization”).

The notes offered in the 2024 Debt Securitization (the “2024 Notes” or “2024 Debt”) 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 $2,000 of AAA Class X 2024 Notes, which bear interest at the three-month Term SOFR plus 1.40%; $175,500 of AAA Class A 2024 Notes, which bear interest at the three-month Term SOFR plus 2.00%; $37,500 of AA Class B 2024 Notes, which bear interest at the three-month Term SOFR plus 2.65%; and $81,970 of Subordinated 2024 Notes, which do not bear interest. The Company directly retained all of the Subordinated 2024 Notes and as such, these notes are eliminated in consolidation.

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 Issuer, and the Indenture governing the 2024 Notes includes customary covenants and events of default. The 2024 Notes have not been, and will not be, registered under the Securities Act or any state “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or applicable exemption from registration.

The Company serves as collateral manager to the 2024 Issuer under a collateral management agreement (the “Collateral Management Agreement”) and has waived any management fee due to it in consideration for providing these services.

For the years ended December 31, 2024, 2023, and 2022 the components of interest expense related to the CLO-III were as follows:

Summary of Secured Borrowings

The Company's debt obligations consisted of the following as of December 31, 2024 and December 31, 2023:

(1)Amount outstanding on the consolidated statements of assets and liabilities is net of deferred financing costs.

(2)The unused portion on the credit facilities is the amount upon which commitment fees are based.

(3)Available for borrowing on the credit facilities based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

(1)Amount outstanding on the consolidated statements of assets and liabilities is net of deferred financing costs.

(2)The unused portion on the credit facilities is the amount upon which commitment fees are based.

(3)Available for borrowing on the credit facilities based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

For the years ended December 31, 2024, 2023, and 2022, the components of interest expense and debt financing expenses were as follows:

(1)Average interest rate includes borrowing interest expense and unused fees.

Contractual Obligations

The following tables show the contractual maturities of the Company's debt obligations as of December 31, 2024 and December 31, 2023:

7. COMMITMENTS AND CONTINGENCIES

In the ordinary course of its business, the Company enters into contracts or agreements that contain indemnifications or warranties. Future events could occur that might lead to the enforcement of these provisions against the Company. The Company believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of December 31, 2024 and December 31, 2023 for any such exposure.

As of December 31, 2024 and December 31, 2023, the Company had the following unfunded investment commitments:

The Company seeks to carefully consider its unfunded investment commitments for the purpose of planning its ongoing liquidity. As of December 31, 2024, the Company had adequate financial resources to satisfy the unfunded investment commitments.

8. NET ASSETS

The Company has the authority to issue 500,000,000 shares of common stock, par value $0.01 per share.

IPO and Private Offerings

On January 29, 2024, the Company closed its IPO, issuing 5,500,000 shares of its common stock at a public offering price of $18.05 per share. The Company received total cash proceeds of $99,275. The Company's common stock began trading on the NYSE under the symbol “NCDL” on January 25, 2024.

Prior to April 28, 2023, in connection with the Private Offerings, the Company entered into subscription agreements (“Subscription Agreements”) with investors, pursuant to which investors were required to fund drawdowns to purchase the Company's shares of common stock up to the amount of their respective capital commitment each time the Company delivered a drawdown notice. Following the final drawdown notice dated December 21, 2023 and due on January 5, 2024, all capital commitments had been drawn.

The following table summarizes total shares issued and proceeds received in connection with the IPO and the Company's capital drawdowns delivered pursuant to the Subscription Agreements from inception through December 31, 2024:

Distributions

The following table summarizes the Company's distributions declared from inception through December 31, 2024:

(1) Represents a special dividend and a supplemental dividend.

(2) Represents a supplemental dividend.

(3) Represents a special dividend.

The distributions declared were derived from investment company taxable income and net capital gain, if any. The federal income tax characterization of distributions declared and paid for the fiscal year are determined at fiscal year-end based upon the Company’s investment company taxable income for the full fiscal year and distributions paid during the full year. Refer to Note 11, Income Tax for further information.

The following table reflects the shares issued pursuant to the dividend reinvestment from inception through December 31, 2024:

(1) All shares issued to shareholders are newly issued shares.

On March 5, 2024, the Company entered into a share repurchase plan (the “Company 10b5-1 Plan”), pursuant to which the Company may purchase up to $99,275 in the aggregate of its outstanding shares of common stock in the open market at prices below its NAV per share over a specified period. Any purchase of the shares pursuant to the Company 10b5-1 Plan are conducted in accordance with the guidelines and conditions of Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company adopted the Company 10b5-1 Plan because it believes that, if its common stock is trading below its then-current NAV per share, it will be in the best interest of its stockholders for the Company to reinvest in its portfolio.

The Company 10b5-1 Plan is designed to allow the Company to repurchase its shares of common stock at times when the Company otherwise might be prevented from doing so under insider trading laws. The Company 10b5-1 Plan requires BofA Securities, Inc., as agent, to repurchase shares of common stock on the Company's behalf when the market price per share is below the most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced NAV per share). Under the Company 10b5-1 Plan, the agent will increase the volume of purchases made as the price of the shares of the Company's common stock declines, subject to volume restrictions. The timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of the shares of the Company's common stock and trading volumes, and no assurance can be given that any particular amount of shares of the common stock will be repurchased.

The Company 10b5-1 Plan became effective on March 29, 2024 and commenced on April 1, 2024. The 10b5-1 Plan will terminate upon the earliest to occur of (i) 12-months from the effective date (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares of common stock purchased under the Company 10b5-1 Plan equals $99,275 and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.

The following table reflects the shares repurchased pursuant to the Company 10b5-1 Plan for each month from inception through December 31, 2024 (dollar amounts in thousands, except per share data):

9. EARNINGS PER SHARE

The following table presents the computation of basic and diluted earnings per common share for the following periods ($ in thousands, except per share amounts):

10. CONSOLIDATED FINANCIAL HIGHLIGHTS AND SENIOR SECURITIES

The following is a schedule of financial highlights for the years ended December 31, 2024, 2023, 2022, 2021, and 2020:

(1)The per share data was derived by using the weighted average shares outstanding during the period.

(2)The per share data for distributions reflects the actual amount of distributions recorded during the period.

(3)Includes the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on shares outstanding as of a period end or transaction date.

(4)Total return is calculated as the change in NAV per share during the period, plus distributions per share, if any, reinvested in accordance with the Company’s dividend reinvestment plan effective during each relevant period divided by the beginning NAV per share.

(5)Total return based on market value is calculated as the change in market value per share during the respective periods, taking into account distributions, if any, reinvested in accordance with the Company’s dividend reinvestment plan. The beginning market value per share is based on the initial public offering price of $18.05 per share and is not annualized.

(6)The ratio of total expenses to average net assets before expense support and waived fees was 12.69%,13.04%,8.45%,6.63%, and 9.05% for the years ended December 31, 2024, 2023, 2022, 2021, and 2020 respectively, excluding the effect of expense support and waived fees which represented (1.86)%, (0.03)%, (0.04)%, (0.21)%, and (0.45)% of average net assets, respectively. The Expense Support Agreement terminated upon consummation of the IPO on January 29, 2024. Average net assets is calculated utilizing quarterly net assets.

(7)The ratio of interest and debt financing expenses to average net assets for the years ended December 31, 2024, 2023, 2022, 2021, and 2020 was 8.51%,10.25%,5.84%,3.93% and 4.77%, respectively. Average net assets is calculated utilizing quarterly net assets.

(8)Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the periods reported.

(9)Asset coverage ratio is equal to (i) the sum of (a) net assets at the end of the period and (b) debt outstanding at the end of the period, divided by (ii) total debt outstanding at the end of the period.

The following is information about the Company’s senior securities for the years ended December 31, 2024, 2023, 2022, 2021, 2020, and 2019 ($ in thousands, except per share amounts):

(1)Total amount of each class of senior securities outstanding at the end of the period presented.

(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)Not applicable because the senior securities are not registered for public trading.

(5)The Subscription Facility expired on September 8, 2023.

(6)The SMBC Financing Facility was terminated on November 5, 2024.

11. INCOME TAX

The Company elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code beginning with its taxable year ending December 31, 2019 and intends to continue to qualify annually as a RIC. As a result, the Company must timely distribute substantially all of its net taxable income each tax year as dividends to its shareholders. Accordingly, no provision for federal income tax has been made in the consolidated financial statements.

The Company will file income tax returns in U.S. federal and applicable state and local jurisdictions. The Company’s federal income tax return is generally subject to examination for a period of three fiscal years after being filed. State and local tax returns may be subject to examination for an additional period of time depending on the jurisdiction. Management has analyzed the Company’s tax positions taken for the open tax year and has concluded that no provision for income tax is required in the Company’s consolidated financial statements.

Taxable income generally differs from net increase (decrease) in net assets resulting from operations for financial reporting purposes due to the timing of temporary and permanent differences in the recognition of gains and losses on investment transactions. Temporary differences do not require reclassification. For the years ended December 31, 2024 and 2023, permanent differences that resulted in reclassifications among the components of net assets resulting from operations relate primarily to paydowns, amendment fees, excise taxes, investments in partnerships, and distribution reallocations. Temporary and permanent differences have no impact on the Company’s net assets.

For the years ended December 31, 2024 and 2023, the Company's cost of investments for federal income tax purposes and gross unrealized appreciation and depreciation on investments were as follows:

As of December 31, 2024 and 2023, the components of accumulated earnings (losses) on a tax basis were as follows:

Capital losses in excess of capital gains earned in a tax year generally may be carried forward and used to offset capital gains, subject to certain limitations. Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred after September 30, 2011 will not be subject to expiration. As of December 31, 2024, the Company had $9,910 of capital loss carryforward available for use in future tax years.

For income tax purposes, dividends paid and distributions made to the Company's shareholders are reported by the Company to the shareholders as ordinary income, capital gains, or a combination thereof. The tax character of the distributions paid for the years ended December 31, 2024 and 2023, was as follows:

The Company is subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of its respective net ordinary income earned for the calendar year and (2) 98.2% of its respective capital gain net income for the one-year period ending October 31 in the calendar year. For the years ended December 31, 2024 and 2023, the Company incurred $551 and $6, respectively, in excise tax expense.

The Company's wholly owned subsidiary, NCDL Equity Holdings, is subject to U.S. federal and state corporate-level income taxes. As a result the Company recorded a net deferred tax liability related to US GAAP to tax outside basis differences in NCDL Equity Holdings' investments in certain partnership interests of $1,008 and $855 as of December 31, 2024 and December 31, 2023, respectively, which are included in accounts payable and accrued expenses in the accompanying consolidated statements of assets and liabilities. For the years ended December 31, 2024 and 2023, the Company recorded a net tax provision of $(154) and $(830), respectively, which are included in income tax (provision) benefit in the accompanying consolidated statements of operations.

The Company accounts for income taxes in conformity with ASC Topic 740, Income Taxes ("ASC 740"). ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are "more-likely-than-not" to be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior years, as applicable), the Company has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740.

12. SUBSEQUENT EVENTS

The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the consolidated financial statements as of December 31, 2024, except as discussed below.

Issuance of the March 2030 Notes

On January 22, 2025, the Company issued $300,000 in aggregate principal amount of the Company’s 6.650% Notes due 2030 (the “March 2030 Notes”). The March 2030 Notes bear interest at a rate of 6.650% per year payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2025. The March 2030 Notes will mature on March 15, 2030, and may be redeemed in whole or in part at the Company’s option at any time prior to February 15, 2030, at par plus a “make-whole” premium plus accrued interest, and thereafter at par. The March 2030 Notes are the direct unsecured obligations of the Company and rank pari passu with all existing and future unsubordinated unsecured indebtedness issued by the Company, senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the March 2030 Notes, effectively subordinated to all of the existing and future secured indebtedness issued by the Company (including indebtedness that is initially unsecured in respect of which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries.

The indenture governing the March 2030 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC; and to provide financial information to the holders of the March 2030 Notes and the trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the indenture.

On January 22, 2025, in connection with the issuance of the March 2030 Notes, the Company entered into an interest rate swap agreement for a total notional amount of $300,000 that matures on March 15, 2030. Under the interest rate swap agreement for the March 2030 Notes, the Company receives a fixed interest rate of 6.65% and pays a floating interest rate of three-month SOFR +2.3015%.

Termination of the Wells Fargo Financing Facility

On January 23, 2025, the Company terminated in full the Wells Fargo Financing Facility Agreement. In connection with the termination of the Wells Fargo Financing Facility Agreement, the Company also terminated the security interest over the collateral granted to Wells Fargo and the lenders pursuant to the Wells Fargo Financing Facility Agreement. The Wells Fargo Financing Facility Agreement was terminated concurrent with the satisfaction of all obligations and liabilities of the Company to the lenders thereunder, including, without limitation, payments of principal and interest, other fees, breakage costs and other amounts owing to the lenders.

Director Resignation

On February 10, 2025, Michael Perry notified the Board that he was resigning as a director of the Board, effective immediately. In submitting his resignation, Mr. Perry did not express any disagreement on any matter relating to the Company's operations, policies or practices. In connection with Mr. Perry's resignation, the Board reduced the size of the Board from seven (7) directors to six (6) directors.

Dividend Declaration

On February 19, 2025, the Board declared a regular dividend of $0.45 per share payable on or around April 28, 2025 to shareholders of record as of March 31, 2025.

Company 10b5-1 Plan

For the period January 1, 2025 through February 25, 2025, BofA Securities, Inc., as agent, repurchased an additional 1,419,967 shares of the Company’s common stock pursuant to the Company 10b5-1 Plan for approximately $24,076.

2025 Debt Securitization Refinancing

On February 24, 2025, the Company priced a refinancing of a term debt securitization (the “2025 Debt Securitization Refinancing”). Term debt securitization is also known as a collateralized loan obligation and is a form of secured financing incurred by Churchill NCDLC CLO-I, LLC (the “2025 Issuer”), a direct, wholly-owned, consolidated subsidiary of the Company.

The Company expects that the 2025 Issuer will, on or around March 20, 2025 (the “Refinancing Date”), enter into a supplemental indenture (the “Supplemental Indenture”) with U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”), and the Company, as collateral manager, retention holder and as holder of all of the Subordinated Notes (as described below), to amend the indenture (the “Indenture”), dated as of May 20, 2022 (the “Original Closing Date”), by and between the 2025 Issuer and the Trustee. In connection with closing of the 2025 Debt Securitization Refinancing, on the Refinancing Date, the 2025 Issuer expects to enter into (1) a note purchase agreement (the “Purchase Agreement”) with SG Americas Securities, LLC, as initial purchaser, pursuant to which the 2025 Issuer will agree to sell certain of the notes (the “2025 Notes”) to be issued pursuant to the Indenture as amended by the Supplemental Indenture and (2) an amended and restated Class A-L-R loan agreement (the “Loan Agreement”) with U.S. Bank Trust Company, National Association, as loan agent and as Trustee and each of the Class A-L-R lenders party thereto pursuant to which the 2025 Issuer will agree to incur certain of the loans (the “2025 Loans” and together with the 2025 Notes, the “2025 Debt”).

The 2025 Debt is expected to consist of $1,900 of AAA Class X Notes, which will bear interest at the three-month Term SOFR plus 1.05%; $233,250 of AAA Class A-R Notes, which will bear interest at the three-month Term SOFR plus 1.38%; $30,000 of AAA Class A-L-R Loans, which will bear interest at the three-month Term SOFR plus 1.38%; $56,250 of AA Class B-R Notes, which will bear interest at the three-month Term SOFR plus 1.70%; and $136,575 of Subordinated Notes (which includes $79,325,000 Subordinated Notes issued on the Original Closing Date), which do not bear interest. The Company will directly retain all of the Subordinated Notes. The 2025 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through April 20, 2030, all principal collections received on the underlying collateral may be used by the 2025 Issuer to purchase new collateral under the direction of the Company, in its capacity as collateral manager of the 2025 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2025 Debt Securitization. The Company expects that the 2025 Debt, including the Subordinated Notes issued on the Original Closing Date, whose maturity will be extended by the Supplemental Indenture, will mature on April 20, 2038.

The closing of the issuance and incurrence of the 2025 Debt is subject to customary closing conditions, including that the closing occur on or prior to the Refinancing Date and that certain of the 2025 Debt has been assigned agreed-upon ratings by S&P Global Ratings, an S&P Global Inc. business, or any respective successor or successors thereto.

The Company will continue to serve as collateral manager to the 2025 Issuer under a collateral management agreement to be amended and restated on the Refinancing Date and will continue to waive any management fee due to it in consideration for providing these services.

The 2025 Debt will be the secured obligations of the 2025 Issuer, and the definitive agreements governing the 2025 Debt are expected to include customary covenants and events of default. The 2025 Debt has not been, and will not be, registered under the Securities Act or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration thereunder.