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Item 9A. Controls and Procedures

2023-03-09 compared with 2022-03-10 · 39 added, 17 removed, 101 unchanged (36% of the section changed)

21 unchanged sentences

OTHER INFORMATION

On March 8, 2022, the board of directors (the “Board”) of Nuveen Churchill Direct Lending Corp.

(the “Company”) determined to conduct a follow-on offering of its shares of common stock following the end of the current fundraising period, which will end on March 13, 2022, 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 “Follow-on Offering”).

The initial closing of the Follow-on Offering may occur at any time on or after March 14, 2022 (the “Initial Closing”) and the Company expects to hold additional closings until the conclusion of the fiscal quarter ending June 30, 2022.

The Board may, in its sole discretion, extend the Follow-on Offering.

On March 8, 2022, the Company's Adviser and Sub-Adviser entered into the third amended and restated investment sub-advisory agreement (the “Third Amended and Restated Sub-Advisory Agreement”).

The terms of the Third Amended and Restated Sub-Advisory Agreement are substantially the same as the second amended and restated investment sub-advisory agreement, dated as of October 7, 2021, by and between the Adviser and the Sub-Adviser, except for the allocation of compensation between the Adviser and the Sub-Adviser thereunder.

Pursuant to the Third Amended and Restated Sub-Advisory Agreement, the percentage of the aggregate management and incentive fees payable by the Company to the Adviser (the “Advisory Fees”) that the Adviser is required to pay to the Sub-Adviser was reduced from 70% to 67.5%.

The Third Amended and Restated Sub-Advisory Agreement and accompanying changes in allocation of the Advisory Fees between the Adviser and the Sub-Adviser will not have an economic impact on the Advisory Fees payable by the Company or result in any changes to services provided by the Adviser or the Sub-Adviser to the Company.

The Company’s board of directors unanimously approved the Third Amended and Restated Sub-Advisory Agreement pursuant to the requirements of the Investment Company Act of 1940, as amended.

The description above is only a summary of the material provisions of the Third Amended and Restated Sub-Advisory Agreement and is qualified in its entirety by reference to the copy of the Third Amended and Restated Sub-Advisory Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

On March 8, 2022, Christopher Rohrbacher submitted his resignation to the Board as Vice President and Assistant Secretary of the Company, effective March 18, 2022, which the Board accepted.

In submitting his resignation, Mr.

Rohrbacher did not express any disagreement on any matter relating to the Company’s operations, policies or practices.

On March 7, 2023, the Board has designated the Adviser as its valuation designee pursuant to Rule 2a-5 under the 1940 Act to determine the fair value of the Company's investments that do not have readily available market quotations.

On March 7, 2023, the Board determined to conduct a follow-on private offering of its shares of common stock (the "Follow-on Offering").

The initial closing of the Follow-on Offering is expected to occur during the fiscal year ending March 31, 2023 and to hold additional closings until the conclusion of fiscal quarter ending June 30, 2023.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

31 unchanged sentences

4.3 Description of Securities (7)

10.1 Investment Advisory Agreement between Nuveen Churchill BDC Inc.

and Nuveen Churchill Advisors LLC (1)

10.2 Third Amended and Restated Investment Sub-Advisory Agreement by and between Nuveen Churchill Advisors LLC and Churchill Asset Management LLC, dated as of March 8, 2022 (9)

10.3 Administration Agreement between Nuveen Churchill BDC Inc.

and Nuveen Churchill Administration LLC (1)

10.4 Custody Agreement between Nuveen Churchill BDC Inc.

Bank National Association (1)

10.5 Dividend Reinvestment Plan (1)

10.7 Expense Support Agreement between Nuveen Churchill BDC Inc.

and Nuveen Churchill Advisors LLC (1)

10.8 Transfer Agent Servicing Agreement between Nuveen Churchill BDC Inc.

Bancorp Fund Services, LLC (1)

10.9 Revolving Credit Agreement, dated as of September 10, 2020, by and among Nuveen Churchill Direct Lending Corp., as the borrower, Sumitomo Mitsui Banking Corporation, as the administrative agent, and the lenders (3)

10.10 First Amendment to Revolving Credit Agreement, dated as of September 1, 2022, by and among Nuveen Churchill Direct Lending Corp.

as the borrower, the banks and financial institutions listed therein, and Sumitomo Mitsui Banking Corporation, as the administrative agent, letter of credit issuer and a lender (14)

10.11 Form of Omnibus Amendment to Transaction Documents, dated as of October 28, 2020, by and among Nuveen Churchill BDC SPV I LLC, as borrower, Nuveen Churchill Direct Lending Corp., as collateral manager and equity investor, and Wells Fargo Bank, National Association, as administrative agent and lender (4)

2 unchanged sentences

10.13 Amendment No.

1 to the Loan and Servicing Agreement, dated as of December 23, 2021, by and among SPV II, as the borrower, the Company, as the servicer, Sumitomo Mitsui Banking Corporation, as the administrative agent, the collateral agent, and the lender, and U.S.

1 to the Loan and Servicing Agreement, dated as of December 23, 2021, by and among Nuveen Churchill BDC SPV II, LLC, as the borrower, the Company, as the servicer, Sumitomo Mitsui Banking Corporation, as the administrative agent, the collateral agent, and the lender, and U.S.

Bank National Association, as the collateral administrator, the collateral custodian and the account bank (6)

14.1 Code of Ethics *

14.2 Code of Business Conduct (7)

10.14 Second Amendment to Loan and Servicing Agreement, dated as of June 29, 2022, by and among Nuveen Churchill BDC SPV II, LLC, as the borrower, Nuveen Churchill Direct Lending Corp., as the servicer, Sumitomo Mitsui Banking Corporation, as the lender and the administrative agent, U.S.

Bank Trust Company, National Association, as the collateral administrator, and U.S.

Bank National Association, as the account bank and the collateral custodian (13)

10.15 Second Amendment to the Amended and Restated Loan and Security Agreement, dated as of March 31, 2022, by and among Nuveen Churchill BDC SPV I, LLC as borrower, Nuveen Churchill Direct Lending Corp., as the collateral manager, the Lenders, Wells Fargo Bank, National Association, as administrative agent, and U.S.

Bank National Association, as collateral agent and custodian (8)

10.16 Purchase and Placement Agreement by and among, Churchill NCDLC CLO-I LLC, Wells Fargo Securities, LLC, as initial purchaser and NatWest Markets Plc, as co-placement agent (10)

10.17 Borrower Joinder Agreement, dated as of May 5, 2022, among Nuveen Churchill BDC SPV I, LLC, Nuveen Churchill BDC SPV III, LLC and Wells Fargo Bank, National Association, as the administrative agent (11)

10.18 Indenture and Security Agreement, dated as of May 20, 2022, by and between Churchill NCDLC CLO-I, LLC, as issuer, and U.S.

Bank Trust Company, National Association, trustee (12)

10.19 Collateral Management Agreement, dated as of May 20, 2022, by and between Churchill NCDLC CLO-I, LLC, as issuer, and Nuveen Churchill Direct Lending Corp., as collateral manager (12)

10.20 Class A-L Loan Agreement, dated May 20, 2022, by and among Churchill NCDLC CLO-I, LLC, as borrower, U.S.

Bank Trust Company, National Association, as loan agent and as trustee under the indenture, and each of the Class A-L lenders party thereto (12)

14.1 Independent Director Code of Ethics of Nuveen Churchill Direct Lending Corp .

14.2 Code of Ethics of Nuveen, LLC *

21.1 List of Subsidiaries *

2 unchanged sentences

32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended *

99.1 Third Amended and Restated Investment Sub-Advisory Agreement by and between Nuveen Churchill Advisors LLC and Churchill Asset Management LLC, dated as of March 8 , 2022 *

* Filed herewith.

8 unchanged sentences

(7) Previously filed on March 12, 2021 with the Company's Annual Report on Form 10-K and incorporated by reference herein.

(8) Previously filed on April 5, 2022 with the Company's Current Report on Form 8-K and incorporated by reference herein.

(9) Previously filed on March 8, 2022 with the Company's Annual Report on Form 10-K and incorporated by reference herein.

(10) Previously filed on April 22, 2022 with the Company's Current Report on Form 8-K and incorporated by reference herein.

(11) Previously filed on May 10, 2022 with the Company's Quarterly Report on Form 10-Q and incorporated by reference herein.

(12) Previously filed on May 25, 2022 with the Company's Current Report on Form 8-K and incorporated by reference herein.

(13) Previously filed on July 5, 2022 with the Company's Current Report on Form 8-K and incorporated by reference herein.

(14) Previously filed on September 7, 2022 with the Company's Current Report on Form 8-K and incorporated by reference herein.

FORM 10-K SUMMARY

25 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures