ncdlc-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


ý			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-56133

NUVEEN CHURCHILL DIRECT LENDING CORP.

(Exact name of registrant as specified in its charter)


Maryland						84-3613224
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
375 Park Avenue, 9th Floor, New York, NY						10152
(Address of principal executive offices)						(Zip Code)

(212) 478-9200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.01

NCDL

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

As of May 8, 2024, the registrant had 55,037,886 shares of common stock, $0.01 par value, outstanding.

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements (Unaudited)

Consolidated Statements of Assets and Liabilities as of March 31, 2024 (Unaudited) and December 31, 202 3

Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 202 3 (Unaudited)

Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2024 and 202 3 (Unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 202 3 (Unaudited)

Consolidated Schedules of Investments as of March 31, 2024 (Unaudited) and December 31, 20 23

Notes to Consolidated Financial Statements (Unaudited)

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

100

Item 3.

Defaults Upon Senior Securities

100

Item 4.

Mine Safety Disclosures

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on our current expectations and estimates, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•our future operating results;

•our business prospects and the prospects of our portfolio companies;

•the dependence of our future success on the general economy and its impact on the industries in which we invest;

•the impact of a protracted decline in the liquidity of credit markets on our business;

•the impact of increased competition;

•an economic downturn and its impact on the ability of our portfolio companies to operate and the investment opportunities available to us;

•the impact of interest rate volatility on our business and our portfolio companies;

•the impact of supply chain constraints and labor difficulties on our portfolio companies and the global economy;

•the elevated level of inflation, and its impact on our portfolio companies and on the industries in which we invest;

•general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;

•our contractual arrangements and relationships with third parties;

•the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

•actual and potential conflicts of interest with the Advisers, and/or their respective affiliates;

•the ability of our portfolio companies to achieve their objectives;

•the use of borrowed money to finance a portion of our investments;

•the adequacy of our financing sources and working capital;

•the timing of cash flows, if any, from the operations of our portfolio companies;

•the ability of the Advisers, to locate suitable investments for us and to monitor and administer our investments;

•the ability of the Advisers or their respective affiliates to attract and retain highly talented professionals;

•our ability to qualify and maintain our qualification as a regulated investment company (a “RIC”) and operate as a business development company ("BDC"); and

•the impact of future legislation and regulation on our business and our portfolio companies.

Although we believe that the assumptions on which these forward-looking statements are based on are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements except as otherwise provided by law.

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(dollars in thousands, except share and per share data)


	March 31, 2024		December 31, 2023

Assets	(Unaudited)
Investments
Non-controlled/non-affiliated company investments, at fair value (amortized cost of $1,814,985 and $1,666,169, respectively)	$	1,794,559	$	1,641,686
Cash and cash equivalents	64,146		67,395
Restricted cash	50		50


Interest receivable	16,067		17,674
Receivable for investments sold	422		3,919

Prepaid expenses	118		13
Other assets	$	125	$	127
Total assets	$	1,875,487	$	1,730,864

Liabilities
Secured borrowings (net of $8,286 and $7,941 deferred financing costs, respectively) (See Note 6)	$	817,214	$	943,936
Payable for investments purchased	16,877		—
Interest payable	11,022		9,837
Due to adviser expense support (See Note 5)	—		632

Management fees payable	3,264		3,006
Distributions payable	24,684		22,683
Directors’ fees payable	128		96
Accounts payable and accrued expenses	4,065		2,789
Total liabilities	$	877,254	$	982,979

Commitments and contingencies (See Note 7)

Net Assets: (See Note 8)

Common shares, $0.01 par value, 500,000,000 and 500,000,000 shares authorized, 54,815,740 and 41,242,105 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	$	548	$	412
Paid-in-capital in excess of par value	1,021,573		776,719
Total distributable earnings (loss)	(23,888)		(29,246)
Total net assets	$	998,233	$	747,885

Total liabilities and net assets	$	1,875,487	$	1,730,864

Net asset value per share (See Note 9)	$	18.21	$	18.13

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(dollars in thousands, except share and per share data)


	Three Months Ended March 31,
		2024		2023
Investment income:
Non-controlled/non-affiliated company investments:
Interest income		$	49,078	$	33,387
Payment-in-kind interest income		1,992		321
Dividend income		308		16
Other income		217		236
Total investment income		51,595		33,960

Expenses:
Interest and debt financing expenses		16,941		12,743
Management fees (See Note 5)		3,264		2,306
Incentive fees on net investment income		4,459		—
Professional fees		710		590
Directors' fees		128		96
Administration fees (See Note 5)		542		309
Other general and administrative expenses		277		171
Total expenses before expense support and Incentive fees waived		26,321		16,215
Expense support (See Note 5)		—		(14)
Incentive fees waived (See Note 5)		(4,459)		—
Net Expenses		21,862		16,201


Net investment income		29,733		17,759

Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on non-controlled/non-affiliated company investments		(3,625)		6,481
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated company investments		4,057		(11,137)
Income tax (provision) benefit		(141)		(386)
Total net change in unrealized gain (loss)		3,916		(11,523)
Total net realized and unrealized gain (loss) on investments		291		(5,042)

Net increase (decrease) in net assets resulting from operations		$	30,024	$	12,717

Per share data:
Net investment income per share - basic and diluted		$	0.56	$	0.62
Net increase (decrease) in net assets resulting from operations per share - basic and diluted		$	0.57	$	0.44
Weighted average common shares outstanding - basic and diluted		52,758,353		28,727,285

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

(dollars in thousands, except share and per share data)


	Three Months Ended March 31,
		2024		2023
Increase (decrease) in net assets resulting from operations:
Net investment income		$	29,733	$	17,759
Net realized gain (loss) on investments		(3,625)		6,481
Net change in unrealized appreciation (depreciation) on investments		3,916		(11,523)
Net increase (decrease) in net assets resulting from operations		30,024		12,717
Shareholder distributions:
Distributions declared from net investment income		(24,667)		(21,845)
Net increase (decrease) in net assets resulting from shareholder distributions		(24,667)		(21,845)
Capital share transactions:
Issuance of common shares, net		241,657		—
Reinvestment of shareholder distributions, net		3,334		1,715

Net increase (decrease) in net assets resulting from capital share transactions		244,991		1,715
Total increase (decrease) in net assets		250,348		(7,413)
Net assets, at beginning of period		747,885		524,957
Net assets, at end of period		$	998,233	$	517,544

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(dollars in thousands, except share and per share data)


	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	30,024	$	12,717

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities
Purchase of investments	(204,329)		(99,914)
Proceeds from principal repayments and sales of investments	54,896		39,602
Payment-in-kind interest	(1,992)		(321)
Amortization of premium/accretion of discount, net	(1,016)		(905)
Net realized (gain) loss on investments	3,625		(6,481)
Net change in unrealized (appreciation) depreciation on investments	(4,057)		11,137
Amortization of deferred financing costs	1,296		435
Amortization of offering costs	—		(15)
Changes in operating assets and liabilities:
Due from adviser expense support	—		182
Interest receivable	1,607		(2)
Receivable for investments sold	3,497		98

Prepaid expenses	(105)		(85)
Other assets	2		—
Payable for investments purchased	16,877		—
Interest payable	1,185		1,345
Due to adviser expense support	(632)		(182)

Management fees payable	258		95
Directors’ fees payable	32		—

Accounts payable and accrued expenses	1,276		1,229
Net cash provided by (used in) operating activities	(97,556)		(41,065)

Cash flows from financing activities:

Proceeds from issuance of common shares	241,657		473

Shareholder distributions	(19,332)		(12,610)
Proceeds from secured borrowings	323,000		85,000
Repayments of secured borrowings	(449,377)		(21,500)
Payments of deferred financing costs	(1,641)		—
Net cash provided by (used in) financing activities	94,307		51,363

Net increase (decrease) in Cash and Cash Equivalents and Restricted Cash	(3,249)		10,298
Cash and Cash Equivalents and Restricted Cash, beginning of period	67,445		39,320
Cash and Cash Equivalents and Restricted Cash, end of period	$	64,196	$	49,618

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	14,460	$	10,963