Business Context and Reporting Period
Company: Nuveen Churchill Direct Lending Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: January 29, 2026
Event: Pricing of a refinancing of a term debt securitization (Collateralized Loan Obligation) by Churchill NCDLC CLO-II, LLC, a wholly-owned consolidated subsidiary.
Key Financial Metrics and Debt Structure
The filing details the pricing of the "2026 Debt," a refinancing transaction expected to close on or around February 20, 2026. The total debt structure is as follows:
- AAA Class A-R Notes: $125.5 million (Interest: 3-month Term SOFR + 1.38%)
- AAA Class A-L-R Loans: $50.0 million (Interest: 3-month Term SOFR + 1.38%)
- AA Class B-R Notes: $37.5 million (Interest: 3-month Term SOFR + 1.70%)
- Subordinated Notes: $86.7 million (Non-interest bearing; includes $83.06 million issued on the original closing date). The Company retains all Subordinated Notes.
Total Debt: $299.7 million
Collateral: Diversified portfolio of senior secured and second lien loans.
Maturity: Extended to January 20, 2039.
Liquidity/Reinvestment: Principal collections may be used to purchase new collateral through January 20, 2031 to maintain initial leverage.
Material Changes and Agreements
The Company entered into a Material Definitive Agreement to amend the original indenture dated December 7, 2023. Key changes include:
- Extension of the maturity date for the Subordinated Notes to January 20, 2039.
- Execution of a Note Purchase Agreement with SG Americas Securities, LLC.
- Execution of an amended and restated Class A-L-R Loan Agreement with U.S. Bank Trust Company, National Association.
- Amendment and restatement of the Collateral Management Agreement, under which the Company continues to waive management fees.
Guidance, Risks, and Contingencies
Closing Conditions: The transaction is subject to customary closing conditions, including the assignment of agreed-upon ratings by S&P Global Ratings.
Regulatory Status: The 2026 Debt is not registered under the Securities Act of 1933 and may not be offered or sold in the U.S. absent registration or an applicable exemption.
Management Commentary: The Company will continue to serve as collateral manager and has waived management fees in consideration for these services.
Financial Metrics: The filing does not provide specific revenue, profit, cash flow, or margin figures for the reporting period.
Investor Verification Checklist
- Confirm the final closing of the refinancing on or before February 20, 2026.
- Verify that S&P Global Ratings has assigned the agreed-upon ratings to the 2026 Debt.
- Review the definitive agreements (Indenture, Purchase Agreement, Loan Agreement) once filed as exhibits to the 8-K or the 2025 Form 10-K.
- Monitor the composition of the underlying collateral portfolio to ensure it remains diversified as described.