Nuveen Churchill Direct Lending Corp. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Set forth below is an index to our financial statements included in this Annual Report. NUVEEN CHURCHILL DIRECT LENDING CORP. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firms 73 Consolidated Statements of Assets and Liabilities as of December 31, 2020 and 2019 75 Consolidated Statements of Operations for the Years and Period Ended December 31, 2020, 2019 and 2018 76 Consolidated Statements of Changes in Net Assets for the Years and Period Ended December 31, 2020, 2019 and 2018 77 Consolidated Statements of Cash Flows for the Years and Period Ended December 31, 2020, 2019 and 2018 78 Consolidated Schedules of Investments as of December 31, 2020 and 2019 80 Notes to Consolidated Financial Statements 92 72 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Nuveen Churchill Direct Lending Corp. Opinion on the Financial Statements We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments of Nuveen Churchill Direct Lending Corp. and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in net assets and cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations, changes in its net assets and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our procedures included confirmation of securities owned as of December 31, 2020 and 2019 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP New York, New York March 12, 2021 We have served as the Company’s auditor since 2019. 73 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholder of Churchill Middle Market CLO V Ltd. Opinion on the financial statements We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Churchill Middle Market CLO V Ltd. (a Cayman Islands limited liability exempted company and Predecessor Entity to Nuveen Churchill Direct Lending Corp.) (the “Company”) as of December 31, 2018, the related statements of operations, changes in net assets, and cash flows for the period from January 12, 2018 (commencement of operations) through December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for the period from January 12, 2018 (commencement of operations), through December 31, 2018, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian. We believe that our audit provides a reasonable basis for our opinion. /s/ GRANT THORNTON LLP We served as the Company’s auditor from 2018 to 2019. Charlotte, North Carolina January 23, 2020 74 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (dollars in thousands, except share and per share data) December 31, 2020 December 31, 2019 Assets Investments Non-controlled/non-affiliated company investments, at fair value (amortized cost of $338,738 and $178,754, respectively) $ 335,259 $ 178,780 Cash and cash equivalents 12,608 3,421 Restricted cash 50 50 Due from adviser expense support (See Note 4 ) 2,403 1,696 Interest receivable 2,028 1,845 Receivable for investments sold 946 2,576 Prepaid expenses 38 — Other assets 128 — Total assets $ 353,460 $ 188,368 Liabilities Secured borrowings (net of $3,907 and $87 deferred financing costs, respectively) (See Note 5 ) $ 188,275 $ 118,348 Interest payable 1,276 1,199 Due to adviser expense support (See Note 4 ) 2,403 1,696 Due to affiliate — 9 Management fees payable 528 331 Distributions payable 2,356 — Directors’ fees payable 96 23 Accounts payable and accrued expenses 885 551 Total liabilities $ 195,819 $ 122,157 Commitments and contingencies (See Note 6 ) Net Assets: (See Note 7 ) Common shares, $0.01 par value, 500,000,000 and 500,000,000 shares authorized, 8,413,970 and 3,310,590 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively $ 84 $ 33 Paid-in-capital in excess of par value 161,003 63,968 Total distributable earnings (loss) (3,446) 2,210 Total net assets $ 157,641 $ 66,211 Total liabilities and net assets $ 353,460 $ 188,368 Net asset value per share (See Note 8 ) $ 18.74 $ 20.00 See Notes to Consolidated Financial Statements 75 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in thousands, except share and per share data) For the Years Ended December 31, For the period from January 12, 2018 (Commencement of Operations) through December 31, 2020 2019 2018 Investment income: Non-controlled/non-affiliated company investments: Interest income $ 13,018 $ 15,031 $ 4,277 Payment-in-kind interest income 28 — — Other income 257 365 227 Total investment income 13,303 15,396 4,504 Expenses: Interest and debt financing expenses 4,486 6,746 2,202 Management fees (See Note 4 ) 1,522 1,568 451 Professional fees 1,299 247 92 Organization expenses — 1,705 — Directors' fees 383 23 — Administration fees (See Note 4 ) 534 64 51 Other general and administrative expenses 288 318 — Total expenses before expense support 8,512 10,671 2,796 Expense support (See Note 4 ) (424) (1,696) — Net expenses after expense support 8,088 8,975 2,796 Net investment income before excise taxes 5,215 6,421 1,708 Excise taxes — 4 — Net investment income after excise taxes 5,215 6,417 1,708 Realized and unrealized gain (loss) on investments: Net realized gain (loss) on non-controlled/non-affiliated company investments 409 490 79 Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments (3,479) 378 (352) Total net realized and unrealized gain (loss) on investments (3,070) 868 (273) Net increase (decrease) in net assets resulting from operations $ 2,145 $ 7,285 $ 1,435 Per share data: Net investment income per share - basic and diluted $ 1.05 $ 1.58 $ 0.86 Net increase (decrease) in net assets resulting from operations per share - basic and diluted $ 0.43 $ 1.79 $ 0.72 Weighted average common shares outstanding - basic and diluted 4,964,753 4,065,531 1,989,596 See Notes to Consolidated Financial Statements 76 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (dollars in thousands, except share and per share data) For the Years Ended December 31, For the period from January 12, 2018 (Commencement of Operations) through December 31, 2020 2019 2018 Increase (decrease) in net assets resulting from operations: Net investment income $ 5,215 $ 6,417 $ 1,708 Net realized gain (loss) on investments 409 490 79 Net change in unrealized appreciation (depreciation) on investments (3,479) 378 (352) Net increase (decrease) in net assets resulting from operations 2,145 7,285 1,435 Shareholder distributions: Distributions of investment income (5,637) (5,628) (882) Net increase (decrease) in net assets resulting from shareholder distributions (5,637) (5,628) (882) Capital share transactions: Issuance of preference shares — 14,800 70,200 Issuance of common shares, net 94,920 1 — Redemption of preference shares — (21,000) — Reinvestment of shareholder distributions 2 — — Net increase (decrease) in net assets resulting from capital share transactions 94,922 (6,199) 70,200 Total increase (decrease) in net assets 91,430 (4,542) 70,753 Net assets, at beginning of period 66,211 70,753 — Net assets, at end of period $ 157,641 $ 66,211 $ 70,753 See Notes to Consolidated Financial Statements 77 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands, except share and per share data) For the Years Ended December 31, For the period from January 12, 2018 (Commencement of Operations) through December 31, 2020 2019 2018 Cash flows from operating activities: Net increase (decrease) in net assets resulting from operations $ 2,145 $ 7,285 $ 1,435 Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities Purchase of investments (211,197) (107,122) (173,510) Proceeds from principal repayments and sales of investments 51,942 91,273 11,456 Payment-in-kind interest (16) — — Amortization of premium/accretion of discount, net (278) (214) (68) Net realized (gain) loss on investments (409) (490) (79) Net change in unrealized (appreciation) depreciation on investments 3,479 (378) 352 Amortization of deferred financing costs 315 443 100 Amortization of offering costs (77) — — Changes in operating assets and liabilities: Due from adviser expense support (707) (1,696) — Interest receivable (183) (1,307) (538) Receivable for investments sold 1,630 (2,558) (18) Prepaid expenses (38) — — Other assets (128) — — Payable for investments purchased — (5,866) 5,866 Interest payable 77 335 864 Due to adviser expense support 707 1,696 — Due to affiliate (9) 9 — Management fees payable 197 136 195 Directors’ fees payable 73 23 — Accounts payable and accrued expenses 334 473 78 Net cash provided by (used in) operating activities (152,143) (17,958) (153,867) Cash flows from financing activities: Proceeds from issuance of preference shares — 14,800 70,200 Proceeds from issuance of common shares 94,997 1 — Redemption of preference shares — (21,000) — Shareholder distributions (3,279) (5,628) (882) Proceeds from secured borrowings 147,747 73,200 100,535 Repayments of secured borrowings (74,000) (42,100) (13,200) Payments of deferred financing costs (4,135) (105) (525) Net cash provided by (used in) financing activities 161,330 19,168 156,128 Net increase (decrease) in Cash and Cash Equivalents and Restricted Cash 9,187 1,210 2,261 Cash and Cash Equivalents and Restricted Cash, beginning of period 3,471 2,261 — Cash and Cash Equivalents and Restricted Cash, end of period $ 12,658 $ 3,471 $ 2,261 Supplemental disclosure of cash flow Information: Cash paid during the period for interest $ 4,248 $ 5,967 $ 1,238 Cash paid during the period for taxes $ 4 $ — $ — Shares issued in connection with Merger (See Note 7 ) — $ 66,210 — Supplemental disclosure of non-cash flow Information: Reinvestment of shareholder distributions $ 2 $ — $ — See Notes to Consolidated Financial Statements 78 The following tables provide a reconciliation of cash and cash equivalents and restricted cash reported on the consolidated Statements of Assets and Liabilities that sum to the total of the same such amounts on the Consolidated Statements of Cash Flows (dollars in thousands): For the Years Ended December 31, For the period from January 12, 2018 (Commencement of Operations) through December 31, 2020 2019 2018 Cash and cash equivalents $ 12,608 $ 3,421 $ 2,236 Restricted cash 50 50 25 Total cash and cash equivalents and restricted cash shown on the Consolidated Statements of Cash Flows $ 12,658 $ 3,471 $ 2,261 See Notes to Consolidated Financial Statements 79 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2020 (dollars in thousands) Portfolio Company (1) (2) Footnotes Investment Spread Above Reference Rate (3) Interest Rate (3) Maturity Date Par Amount Amortized Cost Fair Value (4) % of Net Assets (5) Investments Debt Investments - 211.4% Aerospace & Defense AEgis Technologies (6) First Lien Term Loan L + 5.00% 6.00 % 10/31/2025 $ 2,523 $ 2,499 $ 2,500 1.6 % Arotech (6) (13) First Lien Term Loan L + 6.25% 7.25 % 10/22/2026 9,486 9,348 9,353 5.9 % Arotech (Delayed Draw) (6) (11) (13) First Lien Term Loan L + 6.25% 7.25 % 10/22/2026 3,514 (26) (49) — % Loc Performance Products (6) (13) First Lien Term Loan L + 5.25% 6.25 % 12/10/2026 7,500 7,388 7,388 4.7 % Total Aerospace & Defense 19,209 19,192 12.2 % Automotive Tailwind Randy's LLC (6) (9) First Lien Term Loan L + 5.00% 6.00 % 5/16/2025 3,283 3,263 3,293 2.1 % Tailwind Randy's LLC (Delayed Draw) (9) First Lien Term Loan L + 5.00% 6.00 % 5/16/2025 665 344 350 0.2 % Total Automotive 3,607 3,643 2.3 % Banking, Finance, Insurance, Real Estate Allied Benefit Systems (6) (13) First Lien Term Loan L + 4.75% 5.75 % 11/18/2025 6,113 6,054 6,054 3.8 % Bankruptcy Management Solutions Inc (6) First Lien Term Loan L + 4.50% 4.65 % 2/28/2025 3,930 3,950 3,893 2.5 % Minotaur Acquisition Inc (6) First Lien Term Loan L + 5.00% 5.15 % 3/27/2026 4,913 4,855 4,874 3.1 % Payment Alliance International Inc (6) First Lien Term Loan L + 5.25% 6.25 % 1/31/2025 6,737 6,731 6,761 4.3 % PCF Insurance (Delayed Draw) (6) (9) (13) First Lien Term Loan L + 6.25% 7.25 % 3/31/2026 13,000 3,006 3,009 1.9 % Total Banking, Finance, Insurance, Real Estate 24,596 24,591 15.6 % Beverage, Food & Tobacco GA Foods (6) (13) First Lien Term Loan L + 4.75% 5.75 % 12/1/2026 6,136 6,076 6,077 3.9 % Handgards (6) (13) First Lien Term Loan L + 7.00% 8.00 % 10/14/2026 14,963 14,671 14,685 9.3 % KSLB Holdings LLC (6) First Lien Term Loan L + 4.50% 5.50 % 7/30/2025 2,940 2,905 2,837 1.8 % Total Beverage, Food & Tobacco 23,652 23,599 15.0 % See Notes to Consolidated Financial Statements 80 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2020 (dollars in thousands) Portfolio Company (1) (2) Footnotes Investment Spread Above Reference Rate (3) Interest Rate (3) Maturity Date Par Amount Amortized Cost Fair Value (4) % of Net Assets (5) Capital Equipment Blackbird Purchaser Inc (6) First Lien Term Loan L + 4.50% 4.75 % 4/8/2026 3,936 3,899 3,854 2.4 % Heartland Home Services (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 12/15/2026 4,863 4,814 4,815 3.1 % Heartland Home Services (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 6.00% 7.00 % 12/15/2026 2,637 — (26) — % Total Capital Equipment 8,713 8,643 5.5 % Chemicals, Plastics, & Rubber Boulder Scientific Company LLC (6) First Lien Term Loan L + 4.50% 5.50 % 12/29/2025 2,414 2,424 2,377 1.5 % Total Chemicals, Plastics, & Rubber 2,424 2,377 1.5 % Construction & Building SPI LLC (6) First Lien Term Loan L + 5.00% 6.00 % 11/1/2023 4,126 4,149 4,067 2.6 % Total Construction & Building 4,149 4,067 2.6 % Consumer Goods: Durable Fetch Acquisition LLC (6) (9) First Lien Term Loan L + 4.50% 5.50 % 5/22/2024 3,868 3,827 3,843 2.5 % Fetch Acquisition LLC (6) (9) First Lien Term Loan L + 4.50% 5.50 % 5/22/2024 1,638 1,605 1,628 1.0 % Halo Buyer Inc (6) First Lien Term Loan L + 4.50% 5.50 % 6/30/2025 5,850 5,778 5,726 3.6 % Total Consumer Goods: Durable 11,210 11,197 7.1 % Consumer Goods: Non-durable Badger Sportswear Acquisition Inc (6) First Lien Term Loan L + 5.00% 6.25 % 9/11/2023 3,912 3,811 3,521 2.2 % Kramer Laboratories Inc (6) First Lien Term Loan L + 5.25% 6.25 % 6/22/2024 2,928 2,890 2,875 1.8 % Kramer Laboratories Inc (Incremental) (6) (13) First Lien Term Loan L + 5.75% 6.75 % 6/22/2024 12,027 11,855 11,860 7.5 % Market Performance Group (6) (13) First Lien Term Loan L + 6.00% 7.00 % 12/29/2026 7,500 7,425 7,425 4.8 % Total Consumer Goods: Non-durable 25,981 25,681 16.3 % Containers, Packaging & Glass B2B Packaging (6) (13) First Lien Term Loan L + 6.50% 7.50 % 10/7/2026 4,153 4,092 4,095 2.6 % B2B Packaging (Delayed Draw) (6) (13) First Lien Term Loan L + 6.50% 7.50 % 10/7/2026 1,373 1,175 1,175 0.7 % Brook & Whittle Holding Corp (6) (9) First Lien Term Loan L + 5.25% 6.25 % 10/17/2024 2,744 2,732 2,710 1.7 % Brook & Whittle Holding Corp (Incremental) (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 10/17/2024 10,256 10,157 10,160 6.5 % See Notes to Consolidated Financial Statements 81 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2020 (dollars in thousands) Portfolio Company (1) (2) Footnotes Investment Spread Above Reference Rate (3) Interest Rate (3) Maturity Date Par Amount Amortized Cost Fair Value (4) % of Net Assets (5) Good2Grow LLC (6) First Lien Term Loan L + 4.25% 5.25 % 11/16/2024 3,002 3,005 3,021 1.9 % Resource Label Group LLC (6) First Lien Term Loan L + 4.50% 5.50 % 5/26/2023 2,915 2,873 2,898 1.8 % Resource Label Group LLC (Incremental) (6) First Lien Term Loan L + 5.00% 7.25 % 5/26/2023 1,043 1,037 1,037 0.7 % Resource Label Group LLC (Delayed Draw) (6) (11) First Lien Term Loan L + 5.00% 7.25 % 5/26/2023 1,043 (5) (5) — % Specialized Packaging Group (6) (7) (10) (13) First Lien Term Loan L + 5.50% 6.50 % 12/17/2025 7,500 7,425 7,426 4.7 % Total Containers, Packaging & Glass 32,491 32,517 20.6 % Healthcare & Pharmaceuticals Anne Arundel Subordinated Debt N/A 10.00% (Cash) 1.00% (PIK) 4/16/2026 1,838 1,802 1,804 1.1 % Anne Arundel (Delayed Draw) Subordinated Debt N/A 10.00% (Cash) 1.00% (PIK) 4/16/2026 967 317 318 0.2 % Total Healthcare & Pharmaceuticals 2,119 2,122 1.3 % High Tech Industries Brillio LLC (6) First Lien Term Loan L + 4.75% 5.75 % 2/6/2025 2,955 2,956 2,977 1.9 % Brillio LLC (Delayed Draw) (6) First Lien Term Loan L + 4.75% 5.75 % 2/6/2025 1,000 500 507 0.3 % Diligent Corporation (6) (9) First Lien Term Loan L + 6.25% 7.25 % 8/4/2025 12,857 12,809 12,903 8.2 % Diligent Corporation (Delayed Draw) (9) (11) First Lien Term Loan L + 6.25% 7.25 % 7/31/2025 503 (12) 2 — % E2Open LLC (6) (9) First Lien Term Loan L + 5.75% 6.75 % 11/26/2024 3,950 3,910 3,950 2.5 % Eliassen Group LLC (6) First Lien Term Loan L + 4.25% 4.40 % 11/5/2024 3,608 3,596 3,497 2.2 % Exterro (6) (9) (13) First Lien Term Loan L + 5.50% 6.50 % 5/31/2024 10,000 9,903 9,902 6.3 % MBS Holdings Inc (6) First Lien Term Loan L + 4.25% 5.25 % 7/2/2023 6,310 6,311 6,317 4.0 % Northern Star Industries Inc (6) First Lien Term Loan L + 4.75% 5.75 % 3/28/2025 2,289 2,275 2,221 1.4 % North Haven CS Acquisition Inc (6) First Lien Term Loan L + 5.25% 6.25 % 1/23/2025 6,878 6,875 6,776 4.3 % SmartWave (6) (13) First Lien Term Loan L + 6.00% 7.00 % 11/2/2026 9,499 9,382 9,386 6.0 % Total High Tech Industries 58,505 58,438 37.1 % Hotel, Gaming & Leisure Eagletree-Carbide Acquisition Corp (6) First Lien Term Loan L + 3.75% 4.75 % 8/28/2024 2,676 2,631 2,670 1.7 % Total Hotel, Gaming & Leisure 2,631 2,670 1.7 % See Notes to Consolidated Financial Statements 82 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2020 (dollars in thousands) Portfolio Company (1) (2) Footnotes Investment Spread Above Reference Rate (3) Interest Rate (3) Maturity Date Par Amount Amortized Cost Fair Value (4) % of Net Assets (5) Media: Advertising, Printing & Publishing Tinuiti (6) (9) (13) First Lien Term Loan L + 5.75% 6.75 % 12/10/2026 3,039 3,002 3,002 1.9 % Tinuiti (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 5.75% 6.75 % 12/10/2026 1,961 (2) (24) — % Total Media: Advertising, Printing & Publishing 3,000 2,978 1.9 % Media: Diversified & Production Spectrio II (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 12/9/2026 7,059 6,988 6,990 4.4 % Spectrio II (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 6.00% 7.00 % 12/9/2026 2,941 (29) (29) — % Total Media: Diversified & Production 6,959 6,961 4.4 % Retail Pet Holdings ULC (6) (7) (10) First Lien Term Loan L + 5.50% 6.50 % 7/5/2022 2,620 2,616 2,595 1.7 % Pet Holdings ULC (Delayed Draw) (6) (7) (10) First Lien Term Loan L + 5.50% 6.50 % 7/5/2022 295 295 293 0.2 % Pet Supplies Plus LLC (6) First Lien Term Loan L + 4.25% 5.25 % 12/12/2024 5,890 5,885 5,905 3.7 % Total Retail 8,796 8,793 5.6 % Services: Business Bullhorn Inc (6) (9) (13) First Lien Term Loan L + 5.75% 6.75 % 9/30/2026 12,218 12,040 12,224 7.8 % Cornerstone Advisors of Arizona LLC (6) (13) First Lien Term Loan L + 5.50% 6.50 % 9/24/2026 2,366 2,343 2,371 1.5 % Cornerstone Advisors of Arizona LLC (Delayed Draw) (6) (11) (13) First Lien Term Loan L + 5.50% 6.50 % 9/24/2026 216 (1) — — % Gabriel Partners LLC (6) (9) (13) First Lien Term Loan L + 6.25% 7.25 % 9/21/2026 9,528 9,430 9,549 6.0 % Gabriel Partners LLC (Delayed Draw) (6) (9) (13) First Lien Term Loan L + 6.25% 7.25 % 9/21/2026 1,587 158 162 0.1 % Hasa Inc Subordinated Debt N/A 10.75% (Cash) 1.75% (PIK) 1/16/2026 1,951 1,914 1,956 1.2 % Lion Merger Sub Inc (6) (9) First Lien Term Loan L + 6.50% 7.50 % 12/17/2025 14,981 14,758 14,967 9.5 % LSCS Holdings Inc (6) First Lien Term Loan L + 4.25% 4.50 % 3/16/2025 1,806 1,789 1,776 1.1 % LSCS Holdings Inc (Delayed Draw) (6) First Lien Term Loan L + 4.25% 4.51 % 3/16/2025 424 420 417 0.3 % Output Services Group Inc (6) First Lien Term Loan L + 4.50% 5.50 % 3/27/2024 3,909 3,862 3,726 2.4 % Worldwide Clinical Trials Holdings Inc (6) First Lien Term Loan L + 4.50% 5.50 % 12/5/2024 3,939 3,913 3,948 2.5 % Total Services: Business 50,626 51,096 32.4 % See Notes to Consolidated Financial Statements 83 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2020 (dollars in thousands) Portfolio Company (1) (2) Footnotes Investment Spread Above Reference Rate (3) Interest Rate (3) Maturity Date Par Amount Amortized Cost Fair Value (4) % of Net Assets (5) Services: Consumer NJEye LLC (6) First Lien Term Loan L + 5.25% 6.25 % 9/17/2024 5,566 5,526 5,107 3.3 % NJEye LLC (Delayed Draw) (6) First Lien Term Loan L + 5.25% 6.50 % 9/16/2024 3,006 709 481 0.3 % North Haven Spartan US Holdco LLC (6) First Lien Term Loan L + 5.00% 6.00 % 6/6/2025 2,581 2,575 2,191 1.4 % North Haven Spartan US Holdco LLC (Delayed Draw) (6) First Lien Term Loan L + 5.00% 6.00 % 6/6/2025 224 223 190 0.1 % One World Fitness PFF LLC (6) First Lien Term Loan L + 5.25% 6.25 % 11/26/2025 3,947 3,945 3,010 1.9 % Total Services: Consumer 12,978 10,979 7.0 % Telecommunications Ensono LP (6) First Lien Term Loan L + 5.25% 5.40 % 6/27/2025 2,437 2,427 2,360 1.5 % Mobile Communications America Inc (Incremental) (6) First Lien Term Loan L + 5.00% 6.00 % 3/4/2025 697 694 694 0.4 % Mobile Communications America Inc (6) First Lien Term Loan L + 4.25% 5.25 % 3/4/2025 3,936 3,947 3,911 2.5 % Sapphire Telecom Inc (6) (9) First Lien Term Loan L + 5.25% 6.25% (Cash) 1.00% (PIK) 11/20/2025 6,775 6,716 5,513 3.5 % Total Telecommunications 13,784 12,478 7.9 % Transportation: Cargo A&R Logistics Holdings Inc (6) First Lien Term Loan L + 6.50% 7.50 % 8/17/2025 4,503 4,460 4,494 2.9 % ENC Holding Corporation (6) First Lien Term Loan L + 4.00% 4.22 % 5/30/2025 4,153 4,168 4,006 2.5 % Globaltranz Enterprises LLC (6) First Lien Term Loan L + 5.00% 5.15 % 5/15/2026 2,256 2,196 2,120 1.3 % SEKO Global Logistics Subordinated Debt L + 9.00% 10.00 % 6/30/2027 5,805 5,689 5,689 3.6 % SEKO Global Logistics (Delayed Draw) (11) Subordinated Debt L + 9.00% 10.00 % 6/30/2027 907 — (18) — % TI Acquisition NC LLC (6) First Lien Term Loan L + 4.25% 5.25 % 3/19/2027 2,867 2,757 2,878 1.8 % Total Transportation: Cargo 19,270 19,169 12.1 % Utilities: Electric Warrior Acquisition Inc (6) First Lien Term Loan L + 5.25% 6.25 % 9/16/2026 1,986 1,955 1,985 1.3 % Warrior Acquisition Inc (Delayed Draw) (6) (11) First Lien Term Loan L + 5.25% 6.25 % 9/16/2026 622 — — — % Total Utilities: Electric 1,955 1,985 1.3 % Total Debt Investments 336,655 333,176 211.4 % See Notes to Consolidated Financial Statements 84 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2020 (dollars in thousands) Portfolio Company (1) (2) Footnotes Investment Spread Above Reference Rate (3) Interest Rate (3) Maturity Date Par Amount Amortized Cost Fair Value (4) % of Net Assets (5) Equity Investments - 1.3% Containers, Packaging & Glass Specialized Packaging Group (7) (8) (10) (14) Limited Partnership Interest N/A — % N/A 122 122 122 0.1 % Total Containers, Packaging & Glass 122 122 0.1 % Healthcare & Pharmaceuticals Anne Arundel (8) (14) Limited Partnership Interest N/A — % N/A 645 645 645 0.4 % Total Healthcare & Pharmaceuticals 645 645 0.4 % Services: Business Hasa Inc (8) (14) Limited Partnership Interest N/A — % N/A 645 645 645 0.4 % Total Services: Business 645 645 0.4 % Transportation: Cargo SEKO Global Logistics (8) (14) Limited Partnership Interest N/A — % N/A 671 671 671 0.4 % Total Transportation: Cargo 671 671 0.4 % Total Equity Investments 2,083 2,083 1.3 % Cash equivalents (12) 12,531 12,531 7.9 % Total Investments $ 351,269 $ 347,790 220.6 % _______________ (1) All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940, as amended (the "1940 Act"). The 1940 Act classifies investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s voting securities and “controlled” when the Company owns more than 25% of the portfolio company’s voting securities. The 1940 Act also classifies investments further based on the level of ownership that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when the Company owns less than 5% of a portfolio company’s voting securities and “affiliated” when the Company owns 5% or more of a portfolio company’s voting securities. (2) Unless otherwise indicated, issuers of debt and equity held by the Company are domiciled in the United States. (3) The majority of the investments bear interest at rates that may be determined by reference to London Interbank Offered Rate (“LIBOR” or "L") which reset monthly or quarterly. For each such investment, the Fund has provided the spread over LIBOR and the current contractual interest rate in effect at December 31, 2020. As of December 31, 2020, rates for 1M L, 2M L, 3M L and 6M L are 0.14%, 0.19%, 0.24%, and 0.26% respectively. For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of December 31, 2020. Certain investments are subject to a LIBOR floor. For fixed rate loans, a spread above a reference rate is not applicable. (4) Investment valued using unobservable inputs (Level 3). (5) Percentage is based on net assets of $157,641 as of December 31, 2020. (6) Denotes that all or a portion of the assets are owned by SPV I (as defined in the Notes). SPV I has entered into a senior secured revolving credit facility (the “SPV I Financing Facility”). The lenders of the SPV I Financing Facility have a first lien security interest in substantially all of the assets of SPV I. Accordingly, such assets are not available to creditors of the Company. (7) Non-U.S. Company. The principal place of business for Pet Holdings ULC and Specialized Packing Group is Canada. See Notes to Consolidated Financial Statements 85 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2020 (dollars in thousands) (8) Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be a “restricted security” under the Securities Act. As of December 31, 2020, the Company held four restricted securities with an aggregate fair value of $2,083, or 1.3% of the Company’s net assets. The acquisition dates of these securities were as follows: Hasa Inc. - July 15, 2020, Anne Arundel - October 16, 2020, Specialized Packaging Group - December 17, 2020, and SEKO Global Logistics - December 30, 2020. (9) Investment is a unitranche position. (10) The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company cannot acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of December 31, 2020, total non-qualifying assets at fair value represented 3.0% of the Company's total assets calculated in accordance with the 1940 Act. (11) Position is an unfunded loan commitment, and no interest is being earned. The investment may be subject to an unused/letter of credit facility fee. (12) Cash equivalents balance represents amounts held in an interest-bearing money market fund issued by U.S. Bank National Association. (13) Denotes that all or a portion of the assets are owned by SPV II and SPV III (as defined in the Notes). SPV II has entered into a senior secured revolving credit facility (the “SPV II Financing Facility”). The lenders of the SPV II Financing Facility have a first lien security interest in substantially all of the assets of SPV II. Accordingly, such assets are not available to creditors of the Company. (14) Equity investments are non-income producing securities unless otherwise noted. See Notes to Consolidated Financial Statements 86 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2019 (dollars in thousands) Portfolio Company (1) (2) (3) (9) Footnotes Investment Spread Above Reference Rate (4) Interest Rate (4) Maturity Date Par Amount Amortized Cost Fair Value (5) % of Net Assets (6) Investments Debt Investments - 270.0% Aerospace & Defense MAG DS Corp First Lien Term Loan L + 4.75% 6.55 % 6/6/2025 $ 3,960 $ 3,928 $ 3,905 5.9 % Novaria Holdings LLC First Lien Term Loan L + 4.75% 6.55 % 12/19/2024 4,392 4,363 4,392 6.6 % Total Aerospace & Defense 8,291 8,297 12.5 % Automotive PAI Holdco Inc First Lien Term Loan L + 4.25% 6.19 % 1/25/2025 3,433 3,417 3,413 5.2 % TailWind Randys LLC (10) First Lien Term Loan L + 5.50% 7.44 % 5/16/2025 3,317 3,286 3,292 5.0 % TailWind Randys LLC (Delayed Draw) (10) First Lien Term Loan L + 5.50% 7.44 % 5/16/2025 667 166 162 0.2 % Total Automotive 6,869 6,867 10.4 % Banking, Finance, Insurance, Real Estate Bankruptcy Management Solutions Inc First Lien Term Loan L + 4.50% 6.30 % 2/28/2025 3,970 3,935 3,990 6.0 % Minotaur Acquisition Inc First Lien Term Loan L + 5.00% 6.80 % 3/27/2026 4,963 4,872 4,895 7.4 % Northern Star Industries Inc First Lien Term Loan L + 4.50% 6.56 % 3/28/2025 2,312 2,294 2,295 3.4 % Payment Alliance International Inc First Lien Term Loan L + 5.25% 6.25 % 1/31/2025 6,737 6,679 6,728 10.2 % Total Banking, Finance, Insurance, Real Estate 17,780 17,908 27.0 % Beverage, Food & Tobacco KSLB Holdings LLC First Lien Term Loan L + 4.50% 6.20 % 7/30/2025 2,970 2,946 2,928 4.4 % Total Beverage, Food & Tobacco 2,946 2,928 4.4 % Capital Equipment Blackbird Purchaser Inc First Lien Term Loan L + 4.50% 6.44 % 4/8/2026 3,176 3,147 3,134 4.7 % Blackbird Purchaser Inc (Delayed Draw) First Lien Term Loan L + 4.50% 6.44 % 4/8/2026 799 152 148 0.2 % MSHC Inc First Lien Term Loan L + 4.25% 6.05 % 12/31/2024 893 888 899 1.4 % Total Capital Equipment 4,187 4,181 6.3 % See Notes to Consolidated Financial Statements 87 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2019 (dollars in thousands) Portfolio Company (1) (2) (3) (9) Footnotes Investment Spread Above Reference Rate (4) Interest Rate (4) Maturity Date Par Amount Amortized Cost Fair Value (5) % of Net Assets (6) Chemicals, Plastics, & Rubber Boulder Scientific Company LLC First Lien Term Loan L + 4.50% 6.60 % 12/29/2025 2,438 2,415 2,447 3.7 % Total Chemicals, Plastics, & Rubber 2,415 2,447 3.7 % Construction & Building SPI LLC First Lien Term Loan L + 5.00% 6.80 % 11/1/2023 4,356 4,320 4,380 6.6 % Total Construction & Building 4,320 4,380 6.6 % Consumer Goods: Durable EagleTree-Carbide Acquisition Corp First Lien Term Loan L + 4.25% 6.19 % 8/28/2024 2,941 2,932 2,909 4.4 % Fetch Acquisition LLC (10) First Lien Term Loan L + 4.50% 6.44 % 5/22/2024 3,956 3,955 3,902 5.9 % Halo Buyer Inc First Lien Term Loan L + 4.50% 6.30 % 6/30/2025 5,910 5,877 5,824 8.8 % Total Consumer Goods: Durable 12,764 12,635 19.1 % Consumer Goods: Non-durable Badger Sportswear Acquisition Inc First Lien Term Loan L + 5.00% 6.80 % 9/11/2023 3,912 3,905 3,811 5.8 % Kramer Laboratories Inc First Lien Term Loan L + 5.50% 7.44 % 6/22/2024 2,955 2,932 2,913 4.4 % North Haven Spartan US Holdco LLC First Lien Term Loan L + 5.00% 6.89 % 6/6/2025 2,608 2,584 2,600 3.9 % North Haven Spartan US Holdco LLC (Delayed Draw) First Lien Term Loan L + 5.00% 6.91 % 6/6/2025 1,379 151 147 0.2 % One World Fitness PFF LLC First Lien Term Loan L + 4.75% 6.55 % 11/26/2025 3,979 3,954 3,977 6.0 % Total Consumer Goods: Non-durable 13,526 13,448 20.3 % Containers, Packaging & Glass Brook & Whittle Holding Corp (10) First Lien Term Loan L + 5.25% 7.14 % 10/17/2024 2,744 2,722 2,729 4.1 % Good2Grow LLC First Lien Term Loan L + 4.25% 6.19 % 11/16/2024 3,580 3,550 3,584 5.4 % Resource Label Group LLC First Lien Term Loan L + 4.50% 6.60 % 5/26/2023 2,970 2,946 2,912 4.4 % Total Containers, Packaging & Glass 9,218 9,225 13.9 % See Notes to Consolidated Financial Statements 88 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2019 (dollars in thousands) Portfolio Company (1) (2) (3) (9) Footnotes Investment Spread Above Reference Rate (4) Interest Rate (4) Maturity Date Par Amount Amortized Cost Fair Value (5) % of Net Assets (6) Energy: Electricity Brave Parent Holdings Inc (10) First Lien Term Loan L + 4.00% 5.93 % 4/18/2025 906 904 876 1.3 % Total Energy: Electricity 904 876 1.3 % Healthcare & Pharmaceuticals Radiology Partners Inc (10) First Lien Term Loan L + 4.75% 6.67 % 7/9/2025 4,447 4,417 4,498 6.8 % Unified Physician Management LLC First Lien Term Loan L + 4.50% 6.30 % 11/21/2023 1,274 1,262 1,259 1.9 % Unified Physician Management LLC (Delayed Draw) First Lien Term Loan L + 4.50% 6.30 % 11/21/2023 2,719 2,264 2,255 3.4 % Total Healthcare & Pharmaceuticals 7,943 8,012 12.1 % High Tech Industries Brillio LLC First Lien Term Loan L + 4.75% 6.55 % 2/6/2025 2,985 2,959 2,987 4.5 % Brillio LLC (Delayed Draw) (8) First Lien Term Loan L + 4.75% — % 2/6/2025 1,000 — — — % Diligent Corporation (10) First Lien Term Loan L + 5.50% 7.56 % 4/14/2022 4,659 4,644 4,633 7.0 % Diligent Corporation (Delayed Draw) (10) First Lien Term Loan L + 5.50% 7.56 % 4/14/2022 123 123 122 0.2 % Diligent Corporation (Delayed Draw) (10) First Lien Term Loan L + 5.50% 7.56 % 4/14/2022 349 348 347 0.5 % E2Open LLC (10) First Lien Term Loan L + 5.75% 7.66 % 11/26/2024 3,990 3,953 3,941 6.0 % Lion Merger Sub, Inc (10) First Lien Term Loan L + 5.25% 7.15 % 12/17/2025 6,930 6,870 6,836 10.3 % MBS Holdings Inc First Lien Term Loan L + 4.25% 6.05 % 7/2/2023 6,403 6,379 6,404 9.7 % North Haven CS Acquisition Inc First Lien Term Loan L + 5.25% 7.68 % 1/23/2025 6,947 6,887 6,943 10.5 % Saba Software Inc (10) First Lien Term Loan L + 4.50% 6.30 % 5/1/2023 6,629 6,614 6,555 9.9 % Velocity Technology Solutions Inc (10) First Lien Term Loan L + 6.00% 7.94 % 12/7/2023 3,970 3,949 3,916 5.9 % Total High Tech Industries 42,726 42,684 64.5 % Retail Pet Holdings ULC (7) First Lien Term Loan L + 5.50% 7.60 % 7/5/2022 2,647 2,623 2,641 4.0 % Pet Holdings ULC (Delayed Draw) (7) First Lien Term Loan L + 5.50% 7.60 % 7/5/2022 298 296 298 0.5 % Pet Supplies Plus LLC First Lien Term Loan L + 4.50% 6.24 % 12/12/2024 5,950 5,900 5,942 9.0 % Total Retail 8,819 8,881 13.5 % See Notes to Consolidated Financial Statements 89 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2019 (dollars in thousands) Portfolio Company (1) (2) (3) (9) Footnotes Investment Spread Above Reference Rate (4) Interest Rate (4) Maturity Date Par Amount Amortized Cost Fair Value (5) % of Net Assets (6) Road and Rail GlobalTranz Enterprises LLC First Lien Term Loan L + 5.00% 6.79 % 5/15/2026 2,279 2,236 2,210 3.3 % Total Road and Rail 2,236 2,210 3.3 % Services: Business Eliassen Group LLC First Lien Term Loan L + 4.50% 6.30 % 11/5/2024 3,626 3,610 3,611 5.5 % LSCS Holdings Inc First Lien Term Loan L + 4.25% 6.19 % 3/16/2025 1,824 1,818 1,803 2.7 % LSCS Holdings Inc (Delayed Draw) First Lien Term Loan L + 4.25% 6.31 % 3/16/2025 428 427 423 0.6 % Output Services Group Inc First Lien Term Loan L + 4.50% 6.30 % 3/27/2024 3,952 3,939 3,903 5.9 % Output Services Group Inc (Delayed Draw) (8) First Lien Term Loan L + 4.50% — % 3/27/2024 24 — — — % Worldwide Clinical Trials Holdings Inc First Lien Term Loan L + 4.50% 6.30 % 12/5/2024 3,980 3,961 3,947 6.0 % Total Services: Business 13,755 13,687 20.7 % Services: Consumer NJEye LLC First Lien Term Loan L + 4.50% 6.30 % 9/17/2024 2,091 2,074 2,080 3.1 % NJEye LLC (Delayed Draw) First Lien Term Loan L + 4.50% 6.42 % 9/16/2024 882 524 527 0.8 % Total Services: Consumer 2,598 2,607 3.9 % Telecommunications Ensono LP First Lien Term Loan L + 5.25% 7.05 % 6/27/2025 2,462 2,444 2,450 3.7 % Mobile Communications America Inc First Lien Term Loan L + 4.25% 6.21 % 3/4/2025 3,976 3,958 3,989 6.0 % Sapphire Telecom Inc (10) First Lien Term Loan L + 5.25% 7.27 % 11/20/2025 6,930 6,871 6,859 10.4 % Total Telecommunications 13,273 13,298 20.1 % Transportation: Cargo ENC Holding Corporation First Lien Term Loan L + 4.00% 5.94 % 5/30/2025 4,193 4,184 4,209 6.4 % Total Transportation: Cargo 4,184 4,209 6.4 % Total Debt Investments 178,754 178,780 270.0 % Total Investments $ 178.754 $ 178,780 270.0 % _______________ (1) Denotes that all or a portion of the assets are owned by SPV I, (as defined in the Notes). SPV I has entered into a senior secured revolving credit facility (the “Financing Facility”). The lenders of the Financing Facility have a first lien security interest in substantially all of the assets of SPV I. Accordingly, such assets are not available to creditors of the Company. See Notes to Consolidated Financial Statements 90 NUVEEN CHURCHILL DIRECT LENDING CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2019 (dollars in thousands) (2) All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940 (the "1940 Act"). The provisions of the 1940 Act classify investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s voting securities and “controlled” when the Company owns more than 25% of the portfolio company’s voting securities. The provisions of the 1940 Act also classify investments further based on the level of ownership that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when the Company owns less than 5% of a portfolio company’s voting securities and “affiliated” when the Company owns 5% or more of a portfolio company’s voting securities. (3) Unless otherwise indicated, issuers of debt held by the Company are domiciled in the United States. (4) The majority of the investments bear interest at rates that may be determined by reference to London Interbank Offered Rate (“LIBOR” or "L") which reset monthly or quarterly. For each such investment, the Fund has provided the spread over LIBOR and the current contractual interest rate in effect at December 31, 2019. As of December 31, 2019, rates for 1M L, 3M L and 6M L are 1.76%, 1.91%, and 1.91% respectively. (5) Investment valued using unobservable inputs (Level 3). (6) Percentage is based on net assets of $66,211 as of December 31, 2019. (7) Non-U.S. Company. The principal place of business for Pet Holdings ULC is Canada. (8) Position is an unfunded loan commitment, and no interest is being earned. The investment may be subject to an unused/letter of credit facility fee. (9) Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act, unless otherwise noted. As of December 31, 2019, the Company did not hold any "restricted securities" under the Securities Act. (10) Investment is a unitranche position. See Notes to Consolidated Financial Statements 91 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) 1. ORGANIZATION Nuveen Churchill Direct Lending Corp. (the “Company”) was formed on March 13, 2018, as a limited liability company under the laws of the State of Delaware and was converted into a Maryland corporation on June 18, 2019 prior to the commencement of operations. The Company is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company intends to elect to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”), for the fiscal year ended December 31, 2020, and to qualify annually thereafter. Effective June 1, 2020, the Company changed its name from “Nuveen Churchill BDC, Inc.” to “Nuveen Churchill Direct Lending Corp.” On December 31, 2019, immediately prior to the BDC election, the Company’s wholly owned subsidiary Nuveen Churchill BDC SPV I, LLC (“SPV I”) merged with Churchill Middle Market CLO V Ltd. (the “Predecessor Entity”), leaving SPV I as the surviving entity (the “Merger”). SPV I is a Delaware limited liability company that was formed on November 13, 2019. SPV I had no assets or operations prior to completion of the Merger and as a result, the historical books and records of the Predecessor Entity have become the books and records of the surviving entity. The Predecessor Entity was a Cayman exempt limited company and was formed under the laws of the Cayman Islands on November 14, 2017 and commenced operations on January 12, 2018. The Predecessor Entity and SPV I were entities under common control prior to the Merger. The Company has consolidated its investments in SPV I, in accordance with its consolidation policy discussed in Note 2 . The Company’s investment objective is to generate attractive risk-adjusted returns primarily through current income by investing primarily in senior secured loans to private equity-owned U.S. middle market companies, which the Company defines as companies with approximately $10.0 million to $100.0 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Company focuses on privately originated debt to performing U.S. middle market companies, with a portfolio expected to comprise primarily of first-lien senior secured debt and unitranche loans (other than last-out positions in unitranche loans) (collectively “Senior Loans”). The Company also opportunistically invests in junior capital opportunities (second-lien loans, subordinated debt, last-out positions in unitranche loans and equity-related securities) (collectively “Junior Capital Investments”). The Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with Nuveen Churchill Advisors LLC (the “Adviser”), under which the Adviser has delegated substantially all of its day-to-day portfolio management obligations through a sub-advisory agreement, which was originally entered into on December 31, 2019 and which was amended and restated on December 11, 2020 (as amended and restated, the “Sub-Advisory Agreement” and, together with the Investment Advisory Agreement, the “Advisory Agreements”) with Churchill Asset Management LLC (the “Sub-Adviser” together with the Adviser, the "Advisers"). Under an administration agreement (the “Administration Agreement”) the Company is provided with certain services by an administrator, Nuveen Churchill Administration LLC (the “Administrator”). The Advisers and Administrator are all affiliates and subsidiaries of Nuveen, LLC, a wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). Nuveen Churchill BDC SPV II, LLC (“SPV II”) and Nuveen Churchill BDC SPV III, LLC ("SPV III") are Delaware limited liability companies that were formed on March 19, 2020 and commenced operations on September 21, 2020, the date of their first investment transaction. SPV II and SPV III primarily invest in Senior Loans. SPV II and SPV III are wholly owned subsidiaries of the Company and are consolidated in these consolidated financial statements commencing from the date of their formation, in accordance with the Company's consolidation policy discussed in Note 2 . 92 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) The Company will from time to time conduct a private offering of its common stock to “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act") in reliance on exemptions from the registration requirements of the 1933 Act (the “Private Offering”). Each investor will purchase shares pursuant to a subscription agreement entered into with the Company. The initial closing of the Private Offering was held on March 13, 2020 (the "Initial Closing"). The Company expects to hold additional closings (each a “Subsequent Closing”) for a period of 18 months after the Initial Closing (the “Fundraising Period”). The Fundraising Period may be extended to 24 months after the Initial Closing in the sole discretion of the Board of Directors of the Company (the "Board"). If the Company is unable to list its shares on a national securities exchange (an "Exchange Listing") or effectuate another permissible liquidity event, as described in the Company's offering documents, within five years of the Initial Closing, subject to up to two one-year extensions in the discretion of the Board, then the Company will use its best efforts to wind down and/or liquidate and dissolve. 2 . SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC 946”), and pursuant to Regulation S-X. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair statement of the consolidated financial statements for the periods presented, have been included. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. US GAAP for an investment company requires investments to be recorded at fair value. The carrying value for all other assets and liabilities approximates their fair value. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. COVID-19 Developments The outbreak of the novel coronavirus (“COVID-19”) and subsequent global pandemic began significantly impacting the U.S. and global financial markets and economies in March 2020. The worldwide spread of COVID-19 has created significant uncertainty in the global economy. The duration and extent of the COVID-19 pandemic over the long term cannot be reasonably estimated at this time. There have been no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may continue to have on the Company’s financial performance. The extent to which the COVID-19 pandemic impacts the Company’s business, results of operations, investments, and cash flows will depend on future developments, which are highly uncertain and difficult to predict. 93 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) Cash, Cash Equivalents and Restricted Cash Cash and restricted cash represent cash deposits held at financial institutions, which at times may exceed U.S. federally insured limits. The Company has restrictions on the uses of the cash held by SPV I based on the terms of the SPV I Financing Facility (as defined below) (refer to Note 5 ). Cash equivalents include short-term highly liquid investments, such as money market funds, that are readily convertible to cash and have original maturities of three months or less. Cash, restricted cash and cash equivalents are carried at cost which approximates fair value. Valuation of Portfolio Investments Investments are valued in accordance with the fair value principles established by FASB ASC Topic 820, Fair Value Measurement (“ASC Topic 820”) and in accordance with the 1940 Act. ASC Topic 820’s definition of fair value focuses on the amount that would be received to sell the asset or paid to transfer the liability in the principal or most advantageous market, and prioritizes the use of market-based inputs (observable) over entity-specific inputs (unobservable) within a measurement of fair value. ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings, and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below: • Level 1 — Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. • Level 2 — Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. • Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Active, publicly-traded instruments are classified as Level 1 and their values are generally based on quoted market prices, even if the market’s normal daily trading volume is not sufficient to absorb the quantity held and placing orders to sell the position in a single transaction might affect the quoted price. Fair value is generally determined as the price that would be received for an investment in a current sale, which assumes an orderly market is available for the market participants at the measurement date. If available, fair value of investments is based on directly observable market prices or on market data derived from comparable assets. The Company’s valuation policy considers the fact that no ready market may exist for many of the securities in which we invest and that fair value for its investments must be determined using unobservable inputs. With respect to investments for which market quotations are not readily available (Level 3), the Board, defined further below in Note 4 , undertakes a multi-step valuation process each quarter, as follows: i. the quarterly valuation process begins with each portfolio company or investment being initially valued by the professionals of the applicable investment team that are responsible for the portfolio investment; 94 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) ii. preliminary valuation conclusions are then documented and approved by the applicable investment team’s investment committee; iii. one or more third-party valuation firms engaged by, or on behalf of, the Board provide positive assurance on portions of the portfolio each quarter (such that each investment is reviewed by a third-party valuation firm at least once on a rolling 12-month basis), including a review of management’s preliminary valuation and recommendation of fair value; iv. the audit committee of the Board (the "Audit Committee") reviews the valuations approved by the applicable investment team’s investment committee and, where appropriate, the independent valuation firm(s) and recommends those values to the Board; and v. the Board discusses the valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of the applicable Investment Team, and, where appropriate, the respective independent valuation firm(s) and the Audit Committee. The Board makes this fair value determination on a quarterly basis and in such other instances when a decision regarding the fair value of the portfolio investments is required. Factors considered by the Board as part of the valuation of investments include credit ratings/risk, the portfolio company's current and projected earnings, current and expected leverage, ability to make interest and principal payments, the estimated remaining life of the investment, liquidity, compliance with applicable loan covenants, price to earnings (or other financial) ratios of the portfolio company and other comparable companies, current market yields and interest rate spreads of similar securities as of the measurement date. Other factors taken into account include changes in the interest rate environment and the credit markets that may affect the price at which similar investments would trade. The Board may also base its valuation of an investment on recent investments and securities with similar structure and risk characteristics. The Sub-Adviser obtains market data from its ongoing investment purchase efforts, in addition to monitoring transactions that have closed and are announced in industry publications. External information may include (but is not limited to) observable market data derived from the U.S. loan and equity markets. As part of compiling market data as an indication of current market conditions management may utilize third-party sources. The value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that ultimately might be realized upon a portfolio investment's sale. Due to the inherent uncertainty of valuation, the estimated fair value of an investment may differ from the value that would have been used had a ready market for the security existed, and the difference could be material. Investment Transactions and Revenue Recognition Investment transactions are recorded on the applicable trade date. Any amounts related to purchases, sales and principal paydowns that have traded, but not settled, are reflected as either a receivable for investments sold or payable for investments purchased on the consolidated statements of assets and liabilities. Realized gains and losses on investment transactions are determined on a specific identification basis and are included as net realized gain (loss) on investments in the consolidated statements of operations. Net change in unrealized appreciation (depreciation) on investments is recognized in the consolidated statements of operations and reflects the period-to-period change in fair value and cost of investments. 95 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) Interest income, including amortization of premium and accretion of discount on loans, and expenses are recorded on the accrual basis. The Company accrues interest income if it expects that ultimately it will be able to collect such income. Generally, when a payment default occurs on a loan in the portfolio, or if management otherwise believes that the issuer of the loan will not be able to make contractual interest payments or principal payments, the Sub-Adviser will place the loan on non-accrual status and the Company will cease recognizing interest income on that loan until all principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible. However, the Company remains contractually entitled to this interest. The Company may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. Accrued interest is written off when it becomes probable that the interest will not be collected and the amount of uncollectible interest can be reasonably estimated. As of December 31, 2020 and 2019, there were no loans in the Company's portfolio on non-accrual status. The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. As of December 31, 2020, the fair value of the loans in the portfolio with PIK provisions was $9,591, which represents approximately 2.86% of total investments at fair value. As of December 31, 2019 and 2018 and for the year and period then ended, no loans in the Company's portfolio contained PIK provisions. For the year ended December 31, 2020, the Company earned $28 in PIK income. Other income may include income such as consent, waiver, amendment, unused, and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to its portfolio companies. Such fees are recognized as income when earned or the services are rendered. For the years and period then ended December 31, 2020, 2019 and 2018, other income of $257, $365 and $227, respectively, was earned primarily related to prepayment and amendment fees. Deferred Financing Costs Deferred financing costs include capitalized expenses related to the closing or amendments of borrowings. Amortization of deferred financing costs is computed on the straight-line basis over the term of the borrowings. The unamortized balance of such costs is included in deferred financing costs in the accompanying consolidated statements of assets and liabilities. The amortization of such costs is included in interest and debt financing expenses in the accompanying consolidated statements of operations. Organization and Offering Costs Organization costs consist of primarily legal, incorporation and accounting fees incurred in connection with the organization of the Company. Organization costs are expensed as incurred and are shown in the Company's consolidated statements of operations. Refer to Note 4 for further details on the Expense Support Agreement. Offering costs consist primarily of fees and expenses incurred in connection with the offering of shares, as well as legal, printing and other costs associated with the preparation and filing of applicable registration statements. Offering costs are recognized as a deferred charge and are amortized on a straight-line basis over 12 months and are shown in the Company's consolidated statements of operations. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of paid-in capital upon each such offering. For the years and period then ended December 31, 2020, 2019 and 2018, offering costs of $77, $0 and $0, respectively, were incurred. Income Taxes For U.S. federal income tax purposes, the Company intends to elect to be treated as a RIC under the Code for the fiscal year ending December 31, 2020, and intends to make the required distributions to its shareholders as specified therein. In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay U.S. federal income taxes only on the portion of its taxable income and gains it does not distribute. 96 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) The minimum distribution requirements applicable to RICs require the Company to distribute to its shareholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI. In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to U.S. federal corporate income tax is considered to have been distributed. The Company intends to timely distribute to our shareholders substantially all of our annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely than not” to be sustained by the applicable tax authority. SPV I, SPV II and SPV III are disregarded entities for tax purposes and are consolidated with the tax return of the Company. All penalties and interest associated with income taxes, if any, are included in income tax expense. For the years ended December 31, 2020 and 2019, the Company incurred $0 and $4, respectively, in excise tax expense. The Predecessor Entity was generally not subject to income taxes under the laws of the Cayman Islands. However, the Predecessor Entity may have been subject to U.S. tax on income that was derived from the United States. The Predecessor Entity elected to be classified as a disregarded foreign corporation for U.S. federal, state and local income tax purposes prior to the Merger. Prior to the Merger, the Predecessor Entity was required to determine whether a tax position is “more-likely-than-not” to be sustained upon examination by the applicable taxing authority, based on the technical merits of the position. Tax positions not deemed to meet a “more-likely-than-not” threshold would be recorded as a tax expense in the current period. No interest expense and penalties have been recognized for the year and period ended December 31, 2019 and 2018, respectively. Generally, federal, state and local authorities may examine the Predecessor Entity’s tax returns for three years from the date of filing. The Predecessor Entity is subject to income tax examination by major taxing authorities for all tax years since inception. Dividends and Distributions to Common Shareholders To the extent that the Company has taxable income available, the Company intends to continue to make quarterly distributions to its common shareholders. Dividends and distributions to common shareholders are recorded on the applicable record date. The amount to be distributed is determined by the Board each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, will generally be distributed at least annually, although the Company may decide to retain such capital gains for investment. The Company has adopted a dividend reinvestment plan under which shareholders will automatically receive dividends and other distributions in cash unless they elect to have their dividends and other distributions reinvested in additional shares. As a result of adopting such a plan, if the Board authorizes, and we declare, a cash dividend or distribution, shareholders that have “opted in” to our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares rather than receiving cash. 97 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) Functional Currency The functional currency of the Company is the U.S. Dollar and all transactions were in U.S. Dollars. Recent Accounting Standards Updates The FASB issued Accounting Standards Update (“ASU”) ASU 2018-13, Fair Value Measurement (Topic 820): Disclosu re Framework - Changes to the Disclosure Requirements for Fair Value Measurement in August 2018, which modifies disclosure requirements pertaining to fair value measurement of Level 3 securities for public companies. Under the new standard, reporting entities can remove the disclosures no longer required and amend the disclosures immediately with retrospective application. The Company adopted ASU 2018-13 on January 1, 2020, and this adoption did not have a material impact on the Company's consolidated financial statements. The FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses; Topic 815, Derivatives and Hedging; and Topic 825, Financial Instruments in April 2019. This new update clarifies and improves guidance related to the recently issued standards on credit losses, hedging and recognition and measurement of financial instruments. Topic 326 requires that the writeoff of financial assets be deducted from the allowance for credit losses when the financial assets are deemed uncollectible. Because accrued interest is included in the definition of amortized cost basis, an entity would be required to write off accrued interest amounts through the allowance for credit losses. The Company adopted ASU 2019-04 on January 1, 2020, and this adoption did not have a material impact on the Company's consolidated financial statements. The FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reportin g in March 2020. This new update provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. This guidance is effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating the impact of adopting ASU 2020-04. SEC Disclosure Update and Simplification In December 2020, the SEC voted to adopt a new rule providing a framework for fund valuation practices. New Rule 2a-5 (the “Rule 2a-5”) under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit boards, subject to board oversight and certain other conditions, to designate certain parties to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. The SEC also adopted new Rule 31a-4 (“Rule 31a-4”), which provides the recordkeeping requirements associated with fair value determinations. Finally, the SEC is rescinding previously issued guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule 31a-4 will become effective 60 days after publication in the Federal Register, and will have a compliance date 18 months following the effective date. A fund may voluntarily comply with the rules after the effective date, and in advance of the compliance date, under certain conditions. Management is currently assessing the impact of these provisions on the Funds’ consolidated financial statements and various filings. 98 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) 3. FAIR VALUE MEASUREMENTS Fair Value Disclosures The following tables present fair value measurements of investments, by major class, and cash equivalents as of December 31, 2020 and 2019, according to the fair value hierarchy: As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: First Lien Term Loans $ — $ — $ 323,427 $ 323,427 Subordinated Debt — — 9,749 9,749 Equity Investments — — 2,083 2,083 Cash Equivalents 12,531 — — 12,531 Total $ 12,531 $ — $ 335,259 $ 347,790 As of December 31, 2019 Level 1 Level 2 Level 3 Total Assets: First Lien Term Loans $ — $ — $ 178,780 $ 178,780 Total $ — $ — $ 178,780 $ 178,780 The following tables provide a reconciliation of the beginning and ending balances for investments that use Level 3 inputs as of December 31, 2020 and 2019: First Lien Term Loans Subordinated Debt Equity Investments Total Balance as of December 31, 2019 $ 178,780 $ — $ — $ 178,780 Purchase of investments 199,411 9,703 2,083 211,197 Proceeds from principal repayments and sales of investments (51,942) — — (51,942) Payment-in-kind interest — 16 — 16 Amortization of premium/accretion of discount, net 274 4 — 278 Net realized gain (loss) on investments 409 — — 409 Net change in unrealized appreciation (depreciation) on investments (3,505) 26 — (3,479) Balance as of December 31, 2020 $ 323,427 $ 9,749 $ 2,083 $ 335,259 Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of December 31, 2020 $ (3,505) $ 26 $ — $ (3,479) 99 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) First Lien Term Loans Balance as of December 31, 2018 $ 161,849 Purchase of investments 107,122 Proceeds from principal repayments and sales of investments (91,273) Amortization of premium/accretion of discount, net 214 Net realized gain (loss) on investments 490 Net change in unrealized appreciation (depreciation) on investments 378 Balance as of December 31, 2019 $ 178,780 Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of December 31, 2019 $ 359 As of December 31, 2020 and 2019, there were no transfers into or out of Level 3. Significant Unobservable Inputs ASC Topic 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2020 and 2019 were as follows: Investment Type Fair Value at December 31, 2020 Valuation Techniques Unobservable Inputs Ranges Weighted Average First Lien Term Loans $ 200,067 Market Yield Analysis Market Yield Discount Rates 4.5 % 7.6 % 6.5 % Credit Performance Credit Performance Discount Rates 3.0 % 22.1 % 7.5 % Recent Transactions Transaction Price 92.0 98.8 97.4 First Lien Term Loans 123,360 Recent Transactions Transaction Price 98.1 100.0 98.9 Subordinated Debt 1,956 Market Yield Analysis Market Yield Discount Rates 13.0 % 13.0 % 13.0 % Subordinated Debt 7,793 Recent Transactions Transaction Price 98.0 98.1 98.0 Equity 645 Enterprise Value EBITDA Multiple 8.6x 8.6x 8.6x Equity 1,438 Recent Transactions Transaction Price 1.0 1.0 1.0 Total $ 335,259 Investment Type Fair Value at December 31, 2019 Valuation Techniques Unobservable Inputs Ranges Weighted Average First Lien Term Loans $ 178,780 Market Yield Analysis Market Yield Discount Rates 5.4 % 9.0 % 7.3 % Credit Performance Credit Performance Discount Rates 4.2 % 9.3 % 6.6 % Recent Transactions 93.5 100.1 98.2 Total $ 178,780 100 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) Unobservable inputs used in the fair value measurement of debt investments include market yield discount rates and credit performance discount rates. The market yield analysis compares market yield movements from the date of the closing of the investment to the reporting date. The credit performance analysis determines a yield per unit of leverage at closing and compares that to a current yield per unit of leverage (factoring any change in pricing and change in leverage as a result of the borrower’s actual performance) as of the reporting date. A recent market trade, if applicable, will also be factored into the valuation. Material underperformance will typically require an increase in the weighting towards the credit performance analysis. Equity investments are generally valued using a market analysis. The market analysis utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The multiple is used to estimate the enterprise value of the underlying investment. Weighted average inputs are calculated based on the relative fair value of the investments. Significant increases (decreases) in discount yields could result in lower (higher) fair value measurements. Significant decreases in comparable EBITDA multiples may result in a lower fair value measurement. 4. RELATED PARTY TRANSACTIONS Advisory Agreements On December 31, 2019, immediately prior to its election to be regulated as a BDC, the Company entered into the Investment Advisory Agreement with the Adviser. The Company’s Board, including a majority of the directors who are not “interested persons” as defined in the 1940 Act (the “Independent Directors”), has approved the Investment Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, the 1940 Act. On December 31, 2019, immediately prior to the Company’s election to be regulated as a BDC, the Adviser entered into the Sub-Advisory Agreement with Churchill. The Company’s Board, including a majority of the Independent Directors, also approved the Sub-Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, the 1940 Act. The Adviser has delegated substantially all of its day-to-day portfolio-management obligations under the Investment Advisory Agreement to Churchill pursuant to the Sub-Advisory Agreement. The Adviser has general oversight over the investment process on behalf of the Company and will manage the capital structure of the Company, including, but not limited to, asset and liability management. The Adviser also has ultimate responsibility for the Company’s performance under the terms of the Investment Advisory Agreement. Unless terminated earlier as described below, each Advisory Agreement will remain in effect for a period of two years from December 31, 2019 and will remain in effect on a year-to-year basis thereafter if approved annually by the Board or by the affirmative vote of the holders of a majority of our outstanding voting securities and, in each case, a majority of our Independent Directors. Each of the Advisory Agreements will automatically terminate in the event of its assignment, as defined in the 1940 Act, by the applicable Adviser and may be terminated by either the Company or the applicable Adviser without penalty upon not less than 60 days’ written notice to the other. The holders of a majority of our outstanding voting securities may also terminate any of the Advisory Agreements without penalty. The Adviser will retain a portion of the management fee and incentive fee payable under the Investment Advisory Agreement. The remaining amounts will be paid by the Adviser to Churchill as compensation for services provided pursuant to the Sub-Advisory Agreement. Prior to any Exchange Listing or any listing of the Company's securities on any other public trading market, the base management fee is calculated and payable quarterly in arrears at an annual rate of 0.75% of average total assets, excluding cash and cash equivalents and undrawn capital commitments and including assets financed using leverage ("Average Total Assets"), at the end of the two most recently completed calendar quarters. For purposes of this calculation, cash and cash equivalents include any temporary investments in cash-equivalents, U.S. government securities and other high quality investment grade debt investments that mature in 12 months or less from the date of investment. Following an Exchange Listing, the base management fee will be calculated at an annual rate of 1.25% of Average Total Assets. 101 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) Prior to an Exchange Listing, or any listing of its securities on any other public trading market, the Company will owe no incentive fee to the Adviser. Following an Exchange Listing, the Company will owe an incentive fee to the Adviser that will consist of two parts. The first part will be calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income for the preceding quarter. The second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears as of the end of each fiscal year. Pre-incentive fee net investment income will not include any realized capital gains, realized capital losses or unrealized capital gains or losses. If any distributions from portfolio companies are characterized as a return of capital, such returns of capital would affect the capital gains incentive fee to the extent a gain or loss is realized. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter in which it incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the hurdle rate (as defined below) for a quarter, the Company will pay the applicable incentive fee even if it has incurred a loss in that quarter due to realized and unrealized capital losses. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 1.50% per quarter (6% annually). Pursuant to the Investment Advisory Agreement, the Company will pay its Adviser an incentive fee with respect to its pre-incentive fee net investment income in each calendar quarter as follows: • no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle rate of 1.50% (6% annually); • 100% of the Company’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.76% in any calendar quarter following an Exchange Listing. The Company refers to this portion of the Company’s pre-incentive fee net investment income as the “catch-up” provision. Following an Exchange Listing, the catch-up is meant to provide the Adviser with 15% of the pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.76% in any calendar quarter; and • following an Exchange Listing, 15% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.76% in any calendar quarter. 102 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) Following an Exchange Listing, the second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 15% of the Company’s realized capital gains as of the end of the fiscal year following an Exchange Listing. In determining the capital gains incentive fee payable to the Adviser, the Company will calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in the Company’s portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the amortized cost of such investment. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the amortized cost of such investment since inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the amortized cost of such investment. At the end of the applicable year, the amount of capital gains that will serve as the basis for the calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year equals 15% of such amount following an Exchange Listing, as applicable, less the aggregate amount of any capital gains incentive fees paid in respect of the Company’s portfolio in all prior years following an Exchange Listing. For the year ended December 31, 2020, base management fees were $1,522. As of December 31, 2020 and 2019, $528 and $331, respectively, were unpaid and are included in Management fees payable in the accompanying consolidated statements of assets and liabilities. As of December 31, 2020 and 2019, the Company was not entitled to any incentive fees under the Investment Advisory Agreement. Prior to the Merger, the Predecessor Entity paid to its collateral manager, Nuveen Alternatives Advisors LLC, a quarterly management fee on each payment date in arrears of each quarterly period equal to the product of (a) the result obtained by dividing (x) the sum of the outstanding balances of all loans owned by the Predecessor Entity on each day during such accrual period by (y) the number of days in such accrual period and (b) a rate equal to 0.75% per annum. For the year and period then ended December 31, 2019 and 2018, the Predecessor Entity incurred $1,568 and $451, respectively, in management fee expense. The Predecessor Entity did not incur any incentive fees for the year and period then ended December 31, 2019 and 2018. Administration Agreement On December 31, 2019, the Company entered into the Administration Agreement, which was approved by the Board. Pursuant to the Administration Agreement, the Administrator furnishes the Company with office facilities and equipment and provides clerical, bookkeeping and record keeping and other administrative services at such facilities. The Administrator performs, or oversees the performance of, the required administrative services, which include, among other things, assisting the Company with the preparation of the financial records that the Company is required to maintain and with the preparation of reports to shareholders and reports filed with the U.S. Securities and Exchange Commission ("SEC"). At the request of the Adviser or the Sub-Adviser, the Administrator also may provide managerial assistance on the Company’s behalf to those portfolio companies that have accepted the Company’s offer to provide such assistance. U.S. Bank, National Association, provides the Company with certain fund administration and bookkeeping services pursuant to a sub-administration agreement with the Administrator. For the year ended December 31, 2020, the Company incurred $534, in fees under the Administration Agreement, which are included in other general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2020 and 2019, $322 and $31, respectively, were unpaid and included in accounts payable and accrued expenses in the accompanying consolidated statements of assets and liabilities. 103 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) Expense Support Agreement On December 31, 2019, the Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser. The Adviser may pay certain expenses of the Company, provided that no portion of the payment will be used to pay any interest expense of the Company (each, an “Expense Payment”). Such Expense Payment will be made in any combination of cash or other immediately available funds no later than forty-five days after a written commitment from the Adviser to pay such expense, and/or by an offset against amounts due from the Company to the Adviser or its affiliates. Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to our shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (such amount referred to as the “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof (each, a “Reimbursement Payment”), to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Available Operating Funds means the sum of (i) the Company’s net investment income (including net realized short-term capital gains reduced by net realized long-term capital losses), (ii) the Company’s net capital gains (including the excess of net realized long-term capital gains over net realized short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above). The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the Adviser. No Reimbursement Payment for any calendar quarter shall be made if (1) the annualized rate of regular cash distributions declared by the Company on record dates in the applicable calendar quarter of such Reimbursement Payment is less than the annualized rate of regular cash distributions declared by the Company on record dates in the calendar quarter in which the Expense Payment was committed to which such Reimbursement Payment relates, or (2) the Company’s Operating Expense Ratio (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. The Operating Expense Ratio is calculated by dividing the Company’s operating costs and expenses incurred, less organizational and offering expenses, base management and incentive fees owed to the Adviser, and interest expense, by the Company’s net assets. The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent the Adviser has waived its right to receive such payment for the applicable quarter. The following table presents a cumulative summary of the Expense Payments and Reimbursement Payments since the Company’s commencement of operations: As of Expense Payments by Adviser Reimbursement Payments to Adviser Unreimbursed Expense Payments December 31, 2020 $ 2,403 $ — $ 2,403 December 31, 2019 1,696 — 1,696 For the years and period ended December 31, 2020, 2019 and 2018, the Company received $424, $1,696 and $0, in expense support from the Adviser relating to legal fees, offering costs and debt financing expenses. As of December 31, 2020, there was no receivable from the Adviser related to reimbursement of debt financing expenses paid by the Company that are being supported through the Expense Support Agreement. The Predecessor Entity was not a party to the Expense Support Agreement. 104 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) Directors’ Fees The Company’s Board currently consists of seven members, five of whom are Independent Directors. On December 9, 2019, the Board established an Audit Committee, a Nominating and Corporate Governance Committee and a Special Transactions Committee, each consisting of the Independent Directors, and may establish additional committees in the future. For the years ended December 31, 2020 and 2019, the Company incurred $383 and $23, respectively, in fees which are included in Directors’ fees in the accompanying consolidated statements of operations. As of December 31, 2020 and 2019, $96 and $23, respectively, were unpaid and are included in Directors’ fees payable in the accompanying consolidated statements of assets and liabilities. The Predecessor Entity did not incur any directors’ fees for the period ended December 31, 2018. Due to Affiliate As of December 31, 2020 and 2019, there was a payable due to the Sub-Adviser of $0 and $9, respectively, related to reimbursement of other general and administrative expenses paid by the Sub-Adviser on behalf of the Company. 105 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) 5. SECURED BORROWINGS The Company, SPV I and SPV II are party to credit facilities as described below. In accordance with the 1940 Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 150% after such borrowing. As of December 31, 2020 and 2019, asset coverage was 182.0% and 155.9%, respectively. The Company, SPV I and SPV II were in compliance with all covenants and other requirements of their respective credit facility agreements. SPV I Financing Facility The Predecessor Entity borrowed funds under a revolving credit agreement (the “Agreement”) executed on October 23, 2018. The Agreement was originally executed among the Predecessor Entity, Nuveen Alternatives Advisors LLC, as the original collateral manager to the Predecessor Entity, TIAA, as the sole preference shareholder (the “Preference Shareholder”), and Wells Fargo Bank, N.A., as lender (the “Lender”) and administrative agent. As part of the Agreement, the Predecessor Entity issued to the Lender a $175,000 variable funding note (the " SPV I Financing Facility"). Effective on the date of the Merger, the Agreement with the Lender was transferred to SPV I and the borrowings under the Agreement were assumed by SPV I. The amount of the borrowings under the SPV I Financing Facility equals the amount of the outstanding advances. Each borrowing bears an interest rate of daily LIBOR, plus the applicable margin per annum. In addition, there is an annual commitment fee and an unused commitment fee per annum on the undrawn amount. On October 28, 2020, the Company amended its SPV I Financing Facility. The amendment increased the maximum facility amount available from $175,000 to $275,000, and extended the reinvestment period to October 28, 2023 and the maturity date to October 28, 2025, among other changes. The SPV I Financing Facility, as so amended, also requires the Company to maintain an asset coverage ratio at least equal to 1.50:1.00. Advances under the SPV I Financing Facility may be prepaid and reborrowed at any time during the reinvestment period, however, any termination or reduction of the facility amount prior to the second anniversary of the amendment date (subject to certain exceptions) is subject to a commitment reduction fee of 2% (during the first year following the amendment date) or 1% (during the second year). As of December 31, 2020 and 2019, the SPV I Financing Facility bore interest at a rate of daily LIBOR plus 2.50% and 2.25%, respectively, per annum. The SPV I Financing Facility also includes certain financial covenants related to liquidity and other maintenance covenants. Subscription Facility On September 10, 2020, the Company entered into a revolving credit agreement (the ‘‘Subscription Facility’’) with Sumitomo Mitsui Banking Corporation (“SMBC”), as the administrative agent for certain secured parties, the syndication agent, the lead arranger, the book manager, the letter of credit issuer and the lender. The Subscription Facility has a maximum facility amount of $30,000, subject to availability under the "Borrowing Base". The Borrowing Base is calculated based on the unfunded capital commitments of certain investors that have subscribed to purchase shares of the Company, to the extent the capital commitments of such investors have also been approved by SMBC for inclusion in the Borrowing Base and meet certain additional criteria. The Subscription Facility bears interest at a rate of LIBOR plus 1.75% per annum. The Company also will pay an unused commitment fee of 0.25% per annum on the unused commitments. The Subscription Facility will mature upon the earliest of: (a) September 10, 2021; (b) the date upon which the administrative agent declares the obligations under the Subscription Facility due and payable after the occurrence and during the continuance of an event of default; (c) the date of the occurrence of an event of default pursuant to the Subscription Facility; (d) the date upon which the Company terminates the commitments pursuant to the Subscription Facility; or (e) 45 days prior to any capital call termination event (which shall include, without limitation, an Exchange Listing). The Subscription Facility is structured as a revolving credit facility secured by the capital commitments of the Company’s subscribed investors. The Subscription Facility contains certain financial covenants and events of default. 106 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) SPV II Financing Facility On November 24, 2020, SPV II entered into a senior secured revolving credit facility (the “SPV II Financing Facility”) with SMBC, as the administrative agent, the collateral agent and the lender. The maximum amount for the SPV II Financing Facility is $150,000 (the “Maximum Facility Amount”). Under the SPV II Financing Facility, which matures on November 24, 2025, the lender has agreed to extend credit to SPV II in an aggregate principal amount up to the Maximum Facility Amount. SPV II’s ability to draw under the Facility is scheduled to terminate on November 24, 2023. As of December 31, 2020, the SPV II Financing Facility bears interest at a rate of one-month LIBOR plus 2.50% per annum. SPV II has pledged all of its assets to the collateral agent to secure its obligations under the facility. Both the Company and SPV II have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Summary of Facilities The fair value of the Company's credit facilities, which would be categorized as Level 3 within the fair value hierarchy as of December 31, 2020 and 2019, approximates their carrying values. The carrying amounts of the Company and Predecessor Entity’s assets and liabilities, including the credit facilities, other than investments at fair value, approximate fair value due to their short maturities. The borrowings consisted of the following as of December 31, 2020 and 2019: December 31, 2020 SPV I Financing Facility Subscription Facility SPV II Financing Facility Total Total Commitment $ 275,000 $ 30,000 $ 150,000 $ 455,000 Borrowings Outstanding (1) 146,135 17,500 28,547 192,182 Unused Portion (2) 128,865 12,500 121,453 262,818 Amount Available (3) 121,110 12,500 111,799 245,409 _______________ (1) Borrowings outstanding on the consolidated statements of assets and liabilities are net of deferred financing costs. (2) The unused portion is the amount upon which commitment fees are based. (3) Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios. December 31, 2019 SPV I Financing Facility Total Commitment $ 175,000 Borrowings Outstanding (1) 118,435 Unused Portion (2) 56,565 Amount Available (3) 52,779 _______________ (1) Borrowings outstanding on the consolidated statements of assets and liabilities are net of deferred financing costs. (2) The unused portion is the amount upon which commitment fees are based. (3) Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios. 107 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) For the years and period ended December 31, 2020, 2019 and 2018, the components of interest expense and debt financing expenses were as follows: For the Years Ended December 31, For the period from January 12, 2018 (Commencement of Operations) through December 31, 2020 2019 2018 Borrowing interest expense $ 3,325 $ 5,938 $ 1,236 Unused fees 730 365 866 Amortization of deferred financing costs (1) 431 443 100 Total interest and debt financing expenses $ 4,486 $ 6,746 $ 2,202 Average interest rate 3.5 % 4.8 % 7.7 % Average daily borrowings $ 116,942 $ 130,924 $ 27,456 _______________ (1) For year ended December 31, 2020, $116 of deferred financing costs were designated for reimbursement pursuant to the Expense Support Agreement. Contractual Obligations The following tables show the contractual maturities of the Company's debt obligations as of December 31, 2020 and 2019: Payments Due by Period As of December 31, 2020 Total Less than 1 Year 1 to 3 years 3 to 5 years More than 5 Years Financing Facility - SPV I $ 146,135 $ — $ — $ 146,135 $ — Subscription Facility 17,500 17,500 — — — Financing Facility - SPV II 28,547 — — 28,547 — Total debt obligations $ 192,182 $ 17,500 $ — $ 174,682 $ — Payments Due by Period As of December 31, 2019 Total Less than 1 Year 1 to 3 years 3 to 5 years More than 5 Years Financing Facility - SPV I $ 118,435 $ — $ 118,435 $ — $ — Total debt obligations $ 118,435 $ — $ 118,435 $ — $ — 108 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) 6. COMMITMENTS AND CONTINGENCIES In the ordinary course of its business, the Company enters into contracts or agreements that contain indemnifications or warranties. Future events could occur that might lead to the enforcement of these provisions against the Company. The Company believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of December 31, 2020 and 2019 for any such exposure. The debt investments held as of December 31, 2020 and 2019 included the following unfunded loan commitments: Portfolio Company December 31, 2020 December 31, 2019 Anne Arundel $ 631 $ — Arotech 3,514 — B2B Packaging 178 — Blackbird Purchaser Inc — 640 Brillio LLC 500 1,000 Cornerstone Advisors of Arizona LLC 216 — Diligent Corporation 503 — Gabriel Partners LLC 1,429 — Heartland Home Services 2,637 — NJEye LLC 2,277 351 North Haven Spartan US Holdco LLC — 1,228 Output Services Group Inc — 24 PCF Insurance 9,868 — Resource Label Group LLC 1,043 — SEKO Global Logistics 907 — Spectrio II 2,941 — TailWind Randy's LLC 317 500 Tinuiti 1,961 — Unified Physician Management LLC — 432 Warrior Acquisition Inc 622 — Total unfunded commitments $ 29,544 $ 4,175 109 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) 7. NET ASSETS The Predecessor Entity authorized the issuance of up to 497,500,000 redeemable Preference Shares (“Preference Shares”), par value of U.S. $0.0001 per share. The Predecessor Entity issued its Preference Shares to one preference shareholder, TIAA. TIAA is an affiliate of the Company. The Predecessor Entity authorized and issued 250 ordinary shares of capital. These ordinary shares were held by MaplesFS Limited, the share registrar of the Predecessor Entity. The ordinary shares had zero market value in the Predecessor Entity as of December 31, 2019 and prior to the Merger. Pursuant to the Agreement, on each quarterly payment date prior to the Merger, in accordance with order of priority of payments, the collateral manager directed the collateral agent to allocate any collected interest proceeds not otherwise paid out to be allocated as a distribution to the preference shareholders. For the year ended December 31, 2019 the Predecessor Entity paid distributions of $5,628 to TIAA. The Company has the authority to issue 500,000,000 shares of common stock, $0.01 per share par value. On December 19, 2019, the Company issued its initial 50 shares to TIAA in connection with the formation of the Company. On December 31, 2019, as a result of the Merger, the Preference Shares issued by the Predecessor Entity were converted and exchanged for 3,310,540 shares of common stock of the Company, the Predecessor Entity's ordinary shares were dissolved at the time of the Merger. The Company held its Initial Closing on March 13, 2020 and entered into subscription agreements with a number of investors providing for the private placement of the Company's shares. The Company has held several Subsequent Closings since the Initial Closing. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase the Company's shares of common stock up to the amount of their respective capital commitment each time the Company delivers a drawdown notice. As of December 31, 2020, the Company had received capital commitments totaling $352,555 ($191,346 remaining undrawn), of which $100,000 ($33,788 remaining undrawn) is from an affiliated entity of the Company, TIAA. As of December 31, 2020, TIAA owned 3,310,590 shares of the Company's common stock. The following table summarizes total shares issued and proceeds received related to capital activity from inception through December 31, 2020: Date Shares Issued Proceeds Received Issuance Price per Share November 6, 2020 1,870,660 $35,000 $18.71 October 16, 2020 1,057,641 $20,000 $18.91 August 6, 2020 1,105,425 $20,000 $18.09 May 7, 2020 1,069,522 $20,000 $18.70 December 31, 2019 3,310,540 $66,211 $20.00 December 19, 2019 50 $1 $20.00 The following table summarizes the Company's dividends declared from inception through December 31, 2020: Date Declared Record Date Payment Date Dividend per Share December 29, 2020 December 29, 2020 January 18, 2021 $0.28 November 4, 2020 November 4, 2020 November 11, 2020 $0.23 August 4, 2020 August 4, 2020 August 11, 2020 $0.28 April 16, 2020 April 16, 2020 April 21, 2020 $0.17 110 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) The following table reflects the shares issued pursuant to the dividend reinvestment plan during the year ended December 31, 2020: Date Declared Record Date Payment Date Shares Issued November 4, 2020 November 4, 2020 November 11, 2020 98 August 4, 2020 August 4, 2020 August 11, 2020 34 111 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) 8. CONSOLIDATED FINANCIAL HIGHLIGHTS The following is a schedule of financial highlights for the years and period ended December 31, 2020, 2019 and 2018: For the Years Ended December 31, For the period from January 12, 2018 (Commencement of Operations) through December 31, 2020 2019 2018 Per share data: Net asset value at beginning of period $ 20.00 $ 19.48 $ — Net investment income (1) 1.05 1.58 0.86 Net realized gain (loss) 0.08 0.12 — Net change in unrealized appreciation (depreciation) (1) (0.70) 0.09 (0.14) Net increase (decrease) in net assets resulting from operations (1) 0.43 1.79 0.72 Shareholder distributions from income (2) (0.68) (1.46) (0.33) Issuance of preference shares — — 19.33 Other (3) (1.01) 0.19 (0.24) Net asset value at end of period $ 18.74 $ 20.00 $ 19.48 Net assets at end of period $ 157,641 $ 66,211 70,753 Shares outstanding at end of period (1) 8,413,970 3,310,590 3,631,300 Total return (4) (2.88) % 10.39 % 2.48 % Ratio/Supplemental data: Ratio of net expenses to average net assets (5) (6) 8.60 % 11.71 % 6.01 % Ratio of net investment income to average net assets (5) 5.55 % 8.37 % 3.67 % Portfolio turnover (7) 24.53 % 46.17 % 13.56 % ________________ (1) The per share data was derived by using the weighted average shares outstanding during the period. For all periods prior to the Merger on December 31, 2019, the number of shares outstanding has been reduced retroactively by a factor of 0.0517. This factor represents the effective impact of the reduction in shares resulting from the Merger, as all entities are under common control. (2) The per share data for distributions reflects the actual amount of distributions declared during the period. (3) Includes the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on shares outstanding as of a period end or transaction date. (4) Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share, if any, divided by the beginning NAV per share. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at the quarter end NAV per share preceding the distribution. (5) Ratios are annualized except for expense support amounts relating to organizational costs. The ratio of net expenses to average net assets was 9.05%, 13.92%, and 6.01% for the years and period ended December 31, 2020, 2019, and 2018, respectively, on an annualized basis, excluding the effect of expense support which represented (0.45)%, (2.21)%, and 0.00% of average net assets, respectively. Average net assets is calculated utilizing quarterly net assets. (6) The ratio of interest and debt financing expenses to average net assets for the years and period ended December 31, 2020, 2019 and 2018 was 4.77% and 8.80% and 4.73%, respectively. Average net assets is calculated utilizing quarterly net assets. (7) Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the periods reported. 112 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) 9. INCOME TAX The Company intends to elect to be treated and intends to be subject to tax as a RIC under Subchapter M of the Code for the fiscal year ending December 31, 2020. As a result, the Company must distribute substantially all of its net taxable income each tax year as dividends to its shareholders. Accordingly, no provision for federal income tax has been made in the financial statements. For income tax purposes, dividends paid and distributions made to the Company's shareholders are reported by the Company to the shareholders as ordinary income, capital gains, or a combination thereof. The tax character of the distributions paid for the initial year ended December 31, 2020 was as follows: December 31, 2020 Distributions paid from: Ordinary income $ 5,230 Net long-term capital gains 407 Tax return of capital — Total taxable distributions $ 5,637 Taxable income generally differs from net increase (decrease) in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses and generally excludes unrealized appreciation (depreciation) on investments as investment gains and losses are not included in taxable income until they are realized. As of December 31, 2020, the components of Accumulated Earnings (Losses) on a tax basis were as follows: December 31, 2020 Undistributed Ordinary Income - Net — Undistributed Long-Term Income - Net 7 Total Undistributed Earnings $ 7 Capital loss carryforward — Unrealized Earnings (Losses) - Net $ (3,453) Total Accumulated Earnings (Losses) - Net $ (3,446) Capital losses in excess of capital gains earned in a tax year generally may be carried forward and used to offset capital gains, subject to certain limitations. Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred after September 30, 2011 will not be subject to expiration. As of December 31, 2020, the Company estimates that it will not have any capital loss carryforward available for use in future tax years. 113 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) In order to present certain components of the Company's capital accounts on a tax-basis, certain reclassifications have been recorded to the Company's accounts. These reclassifications have no impact on the net asset value of the Company and primarily result from the accumulated undistributed earnings earned by the Predecessor Entity prior to the Merger and the re-designation of dividends of the Company. December 31, 2020 Paid-in capital in excess of par $ 2,087 Accumulated undistributed net investment income $ (1,791) Accumulated net realized gain (loss) $ (296) As of December 31, 2020, the Company's cost of investments for federal income tax purposes and gross unrealized appreciate and depreciation on investments were as follows: December 31, 2020 Cost of investments $ 338,738 Gross unrealized appreciation on investments 1,260 Gross unrealized depreciation on investments (4,739) Net unrealized appreciation (depreciation) on investments $ 335,259 Following the Merger on December 31, 2019, the Company was determined to be a RIC for one day during the 2019 tax year. The Company's December 31, 2019 taxable income was $97. The Company paid excise tax of $4 on the undistributed income earned on December 31, 2019 in March 2020. The Company accounts for income taxes in conformity with ASC Topic 740, Income Taxes ("ASC 740"). ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" to be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior years, as applicable), the Company has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. The Company's tax returns for the 2019 and 2020 tax years remain subject to examination by U.S federal and most state tax authorities. 114 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) 10. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) For the quarter ended December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 Total investment income $ 4,790 $ 2,967 $ 2,595 $ 2,951 Net investment income $ 1,930 $ 1,369 $ 1,339 $ 577 Net realized gain (loss) on investments $ 178 $ 133 $ 129 $ (31) Net change in unrealized appreciation (depreciation) on investments $ 959 $ 3,124 $ (3,590) $ (3,972) Net increase (decrease) in net assets resulting from operations $ 3,067 $ 4,626 $ (2,122) $ (3,426) Net investment income per share- basic and diluted $ 0.26 $ 0.27 $ 0.34 $ 0.17 Net increase (decrease) in net assets resulting from operations per share- basic and diluted $ 0.41 $ 0.92 $ (0.54) $ (1.04) Net asset value per share at period end $ 18.74 $ 18.86 $ 18.28 $ 18.96 For the quarter ended December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019 Total investment income $ 3,746 $ 4,227 $ 4,082 $ 3,341 Net investment income $ 1,306 $ 1,941 $ 1,822 $ 1,348 Net realized gain (loss) on investments $ 154 $ 221 $ 70 $ 45 Net change in unrealized appreciation (depreciation) on investments $ 198 $ 69 $ 411 $ (300) Net increase (decrease) in net assets resulting from operations $ 1,658 $ 2,231 $ 2,303 $ 1,093 Net investment income per share- basic and diluted $ 0.32 $ 0.44 $ 0.44 $ 0.37 Net increase (decrease) in net assets resulting from operations per share- basic and diluted $ 0.41 $ 0.51 $ 0.55 $ 0.30 Net asset value per share at period end $ 20.00 $ 19.93 $ 19.86 $ 19.65 For the quarter ended December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018 Total investment income $ 2,176 $ 1,451 $ 699 $ 178 Net investment income $ 1,170 $ 270 $ 400 $ (132) Net realized gain (loss) on investments $ 8 $ 70 $ 1 $ — Net change in unrealized appreciation (depreciation) on investments $ (211) $ (72) $ (120) $ 51 Net increase (decrease) in net assets resulting from operations $ 967 $ 268 $ 281 $ (81) Net investment income per share- basic and diluted $ 0.43 $ 0.13 $ 0.19 $ (0.14) Net increase (decrease) in net assets resulting from operations per share- basic and diluted $ 0.36 $ 0.13 $ 0.14 $ (0.09) Net asset value per share at period end $ 19.48 $ 19.56 $ 19.43 $ 19.29 115 NUVEEN CHURCHILL DIRECT LENDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data) 11. SUBSEQUENT EVENTS The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the consolidated financial statements as of December 31, 2020, except as discussed below. On January 15, 2021, the Company held a Subsequent Closing and entered into subscription agreements with additional investors for total commitments of $81,900. On February 25, 2021, the Company delivered a drawdown notice to its shareholders relating to the issuance of 785,751 shares of the Company's common stock, par value $0.01 per share, for an aggregate offering price of $15,000. The shares were issued on March 11, 2021. On March 10, 2021, the Company held a Subsequent Closing and entered into subscription agreements with additional investors for total commitments of $48,150. 116 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.