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): December 23, 2021
 
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
 
Not Applicable
(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 ☑
 
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 1.01. Entry into a Material Definitive Agreement

On December 23, 2021, Nuveen Churchill BDC SPV II, LLC (“SPV II”), a wholly owned subsidiary of Nuveen Churchill Direct Lending Corp. (the “Company”), entered into Amendment No. 1 (the “Amendment”) to the Loan and Servicing Agreement (the “Loan Agreement”) by and among SPV II, as the borrower, the Company, as the servicer, Sumitomo Mitsui Banking Corporation, as the administrative agent, the collateral agent, and the lender, and U.S. Bank National Association, as the collateral administrator, the collateral custodian and the account bank. Among other things, the Amendment (i) increases the maximum amount available under the senior secured revolving credit facility (the “SPV II Facility”) from $150 million to $225 million, and (ii) reduces the interest rate for loans under the SPV II Facility from (A) either the Base Rate (as defined in the Agreement) plus 1.50% or LIBOR plus 2.50% to (B) either the Base Rate plus 1.15% or LIBOR plus 2.15%.

The description of the Amendment contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit No.
Description
10.1




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: December 28, 2021By:/s/ Kenneth J. Kencel
  
Kenneth J. Kencel
Chief Executive Officer and President