Nuveen Churchill Direct Lending Corp.
01/22/2025 | Press release | Distributed by Public on 01/22/2025 16:08
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement
On January 22, 2025, Nuveen Churchill Direct Lending Corp. (the "Company") entered into an indenture (the "Base Indenture"), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), and the first supplemental indenture to the Base Indenture, dated January 22, 2025, by and between the Company and the Trustee (the "First Supplemental Indenture" and together with the Base Indenture, the "Indenture"). The First Supplemental Indenture relates to the Company's issuance and sale of $300 million aggregate principal amount of the Company's 6.650% Notes due 2030 (the "Notes" and the issuance and sale of the Notes, the "Offering").
The Notes bear interest at a rate of 6.650% per year payable semi-annually in arrears on March 15 and September 15 each year, beginning on September 15, 2025.The Notes will mature on March 15, 2030 and may be redeemed in whole or in part at the Company's option at any time prior to February 15, 2030 , at par plus a "make-whole" premium, and thereafter at par.
The Company intends to use the net proceeds from the Offering to repay in full the outstanding indebtedness the Company's secured special purpose vehicle asset credit facility with Wells Fargo Bank, N.A., to repay a portion of the outstanding indebtedness under the Company's senior secured revolving credit facility with Sumitomo Mitsui Banking Corporation, and for general purposes, which may include, among other things, investing in accordance with its investment objective and strategies.
The Notes are the direct unsecured obligations of the Company and rank pari passuwith all existing and future unsubordinated unsecured indebtedness issued by the Company, senior to any of the Company's future indebtedness that expressly provides it is subordinated to the Notes, effectively subordinated to all of the existing and future secured indebtedness issued by the Company (including indebtedness that is initially unsecured in respect of which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company's subsidiaries.
The Indenture contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended (the "1940 Act"), or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the U.S. Securities and Exchange Commission (the "SEC"); and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Company's registration statement on Form N-2 (File No. 333-283950), as supplemented by the preliminary prospectus supplement dated January 14, 2025, the pricing term sheet filed with the SEC on January 14, 2025, and the final prospectus supplement dated January 14, 2025. The transaction closed on January 22, 2025.
The foregoing descriptions of the Base Indenture, the First Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture and the form of global note representing the Notes, filed as Exhibits 4.1, 4.2 and 4.3, respectively, hereto and incorporated by reference herein.