Nuveen Churchill Direct Lending Corp. current report, 11 December 2020

Vollständiges Dokument

Filing Overview

Nuveen Churchill Direct Lending Corp. filed a Form 8-K reporting an agreement executed on December 11, 2020. The filing is an Item 8.01 “Other Events” disclosure and does not report a quarterly or annual financial period.

Material Agreement

Nuveen Churchill Advisors LLC, the Company’s investment adviser, and Churchill Asset Management LLC, its sub-adviser, entered into a First Amended and Restated Investment Sub-Advisory Agreement.

  • The agreement is substantially similar to the prior December 31, 2019 agreement.
  • The adviser’s required allocation of aggregate management and incentive fees to the sub-adviser was reduced from 80% to 75%.
  • The change does not affect the advisory fees payable by the Company.
  • The change does not alter the services provided by either the adviser or the sub-adviser.
  • The Company’s board of directors unanimously approved the agreement under the Investment Company Act of 1940.

Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, assets, net investment income, distributions, or other operating or balance-sheet metrics.

Outlook, Risks, and Unusual Items

The filing provides no financial guidance or business outlook. The primary disclosed item is the revised internal allocation of advisory compensation between the adviser and sub-adviser. The Company states that this change has no economic impact on advisory fees payable by the Company.

Exhibit

Exhibit 10.1 contains the First Amended and Restated Investment Sub-Advisory Agreement dated December 11, 2020.

Investor Verification Items

  • Review Exhibit 10.1 for the complete terms of the amended agreement.
  • Confirm the 75% fee allocation applicable to the sub-adviser and the effective date of the change.
  • Verify in subsequent filings whether the revised allocation affects adviser or sub-adviser economics despite having no stated impact on fees payable by the Company.
  • Consult periodic filings for financial performance, leverage, liquidity, portfolio metrics, and distributions, none of which are provided in this Form 8-K.