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)
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Maryland | | 000-56133 | | 84-3613224 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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:
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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. ☐
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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:
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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.
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| NUVEEN CHURCHILL DIRECT LENDING CORP. |
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Date: June 2, 2020 | By: | | /s/ Kenneth J. Kencel |
| | | Kenneth J. Kencel Chief Executive Officer and President |