ncdlc-20241004

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 4, 2024

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.)


375 Park Avenue, 9th Floor, New York, NY						10152
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 478-9200

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

Common Stock, par value $0.01

NCDL

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 1.01			Entry into a Material Definitive Agreement.

On October 4, 2024, Nuveen Churchill Direct Lending Corp. (the “Company”), a Maryland corporation, entered into a second amendment (the “Second Amendment”) to the Senior Secured Revolving Credit Agreement, originally dated as of June 23, 2023 (as amended, the “Revolving Credit Agreement”), among the Company, as borrower, the lenders and issuing banks from time to time party thereto, Sumitomo Mitsui Banking Corporation, as administrative agent and sole bookrunner, and Sumitomo Mitsui Banking Corporation and Wells Fargo Securities, LLC as joint lead arrangers. The Second Amendment, among other things, (x) added a term loan tranche, (y) increased the total committed facility amount from $250,000,000 to $325,000,000 and (z) reduced (i) the applicable margin from 2.125% to 2.000% and (ii) 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. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Revolving Credit Agreement.

The foregoing description of the Second Amendment is not complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is attached hereto as Exhibit 10.1.


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 by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

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: October 8, 2024	By:	/s/ Kenneth J. Kencel
		Name:	Kenneth J. Kencel
		Title:	Chief Executive Officer and President


Exhibit No.						Description
10.1						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 g uarantor, the issuing banks party thereto, and Sumitomo Mitsui Banking Corporation, as administrative agent .
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