Nuveen Churchill Direct Lending Corp.

01/15/2025 | Press release | Distributed by Public on 01/15/2025 16:18

Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement
On January 14, 2025, Nuveen Churchill Direct Lending Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company, Churchill DLC Advisor LLC (the "Adviser"), Churchill Asset Management LLC ("Churchill"), and Churchill BDC Administration LLC (the "Administrator"), and BofA Securities, Inc., SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC, as the representatives of the several underwriters named in Schedule A thereto, in connection with the 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 closing of the Offering is expected to occur on January 22, 2025, subject to the satisfaction of customary closing conditions. The Underwriting Agreement includes customary representations, warranties, and covenants by the Company, the Adviser, Churchill, and the Administrator. It also provides for customary indemnification by each of the Company, the Adviser, Churchill, the Administrator, and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Offering was made pursuant to the Company's effective shelf registration statement on Form N-2 (File No. 333-283950) previously filed with the Securities and Exchange Commission (the "SEC"), as supplemented by a preliminary prospectus supplement dated January 14, 2025, a final prospectus supplement dated January 14, 2025, and the pricing term sheet filed with the SEC on January 14, 2025. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.