UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): June 1, 2020

 
Nuveen Churchill Direct Lending Corp.
(Exact name of registrant as specified in its charter)  

 
Maryland
 
000-56133
 
84-3613224
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
         
430 Park Avenue, 14th Floor, New York, NY
 
10022
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code: (212) 207-2003
 
Nuveen Churchill BDC Inc.
(Former name or former address, if changed since last report.)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
None
 
N/A
 
N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





 
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On June 1, 2020, Nuveen Churchill BDC Inc. (the “Company”) filed Articles of Amendment with the Maryland State Department of Assessments and Taxation ("MDAT") for the purpose of amending its current Articles of Amendment and Restatement in order to change its corporate name to Nuveen Churchill Direct Lending Corp. Due to processing delays resulting from the novel coronavirus pandemic, the Company has not yet received evidence from MDAT confirming that the Articles of Amendment have been accepted and that the Company's name has been changed. Upon receipt of evidence from MDAT, the Company expects the effective date of the Articles of Amendment to be June 1, 2020. A copy of the Articles of Amendment filed on June 1, 2020 is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.


Item 9.01    Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.
 
Description
3.1
 






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: June 2, 2020
By:
 
/s/ Kenneth J. Kencel
 
 
 
Kenneth J. Kencel
Chief Executive Officer and President