Filing Summary
Business Context and Reporting Period
Nuveen Churchill Direct Lending Corp. filed a Form 8-K dated April 23, 2021, reporting an unregistered issuance of common stock under Item 3.02. The company is a Maryland corporation headquartered in New York, and no securities were registered under Section 12(b) at the time of filing.
Capital Raise and Key Metrics
- Issued 1,845,984 shares of common stock, with a par value of $0.01 per share.
- Aggregate offering price: $35 million.
- Implied offering price: approximately $18.96 per share.
- The issuance was made pursuant to subscription agreements and a drawdown notice dated April 12, 2021.
- Investors are required to fund additional drawdowns, up to their respective capital commitments, as needed.
- The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, net asset value, or other operating-performance data.
Material Changes Versus Prior Comparable Period
The filing text does not provide a prior-period comparison. The material reported event is the issuance of $35 million of common stock, which increased the company’s equity capital.
Legal Basis, Outlook, and Risks
- The shares were sold without registration under Section 4(a)(2) of the Securities Act and Regulation D or Regulation S, as applicable.
- The filing provides no financial guidance, operating outlook, management discussion, or new risk disclosures.
- Investors remain subject to the terms of the subscription agreements, including obligations to fund future drawdowns up to committed amounts.
- The filing does not describe the intended use of proceeds or any unusual accounting items.
Investor Verification Items
- Verify the final number of shares issued and the approximately $18.96 per-share issuance price.
- Review the applicable subscription agreements for total investor commitments and future drawdown obligations.
- Confirm the exemption relied upon for each investor and the applicable Regulation D or Regulation S requirements.
- Review subsequent filings for use of proceeds, changes in capital structure, net asset value, leverage, and liquidity.