0001737924us-gaap:RelatedPartyMemberncdlc:ExpenseSupportAgreementMember2022-04-012022-06-30


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal periodyear ended December 31, 20202023
OR

¨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)
Maryland84-3613224
Maryland84-3613224
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
430375 Park Avenue, 14th9th Floor, New York, NY
1002210152
(Address of principal executive offices)(Zip Code)
(212) 207-2003478-9200
(Registrant’s telephone number, including area code)
430 Park Avenue, 14th Floor, New York, NY 10022
(Registrant's former address)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
NoneCommon Stock, par value $0.01NCDLN/AN/ANew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
Common Stock,stock, par value $0.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨No ý

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 filerýSmaller reporting company¨
Emerging growth companyý
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




Indicate by check mark whether the registrant has filed a report on and attestation to its management’smanagement's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨


If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

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

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2023 has not been provided because trading of the registrant's common stock on the New York Stock Exchange did not commence until January 25, 2024.

As of June 30, 2020, there was no established public market for the registrant's common stock. As of March 12, 2021,February 27, 2024, the registrant had 9,201,27154,815,740 shares of common stock, $0.01 par value, outstanding.


Documents Incorporated by Reference

Portions of the registrant’s definitive proxy statement relating to the registrant’s 20212024 annual meeting of shareholders (the “2021“2024 Proxy Statement”), to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Form 10-K as indicated herein.







TABLE OF CONTENTS
PART I
Item 1.
PART IItem 1A.
Item 1.1B.
BusinessUnresolved Staff Comments
Item 1A.1C.
Risk FactorsCybersecurity
Item 1B.2.
Unresolved Staff CommentsProperties
Item 2.3.
PropertiesLegal Proceedings
Item 3.
Legal Proceedings
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART IIIItem 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.





PART I.
In this Annual Report, except where the context suggests otherwise:
•the terms “we,” “us,” “our,” and “Company,” refer to Nuveen Churchill Direct Lending Corp. (f/k/a Nuveen Churchill BDC Inc.) (and, if required by context, (i) prior to December 31, 2019 to Churchill Middle Market CLO V Ltd. (the “Predecessor Entity”), and (ii) following December 31, 2019 on a consolidated basis with the Predecessor Entity);
•the term “the Adviser” refers to Churchill DLC Advisor LLC (f/k/a Nuveen Churchill Advisors LLC), which serves as our investment adviser, pursuant to the Amended and Restated Investment Advisory Agreement, dated January 29, 2024 (the “Advisory Agreement”);
•the term “Churchill” or “Sub-Adviser” refers to Churchill Asset Management LLC, which serves as our investment sub-adviser as delegated by the Adviser pursuant to the Sub-Advisory Agreement between the Adviser and Churchill (initially dated December 31, 2019 and amended and restated on December 11, 2020, October 7, 2021 and March 8, 2022, the “CAM Sub-Advisory Agreement”);
•the term “Nuveen Asset Management” refers to Nuveen Asset Management, LLC, which, acting through its leveraged finance division, may manage certain of our liquid investments pursuant to a sub-investment advisory agreement, dated January 29, 2024, by and among the Adviser, Churchill and Nuveen Asset Management (the “NAM Sub-Advisory Agreement” and, together with the Advisory Agreement and the CAM Sub-Advisory Agreement, the “Advisory Agreements”);
•the term “Advisers” collectively refers to the Adviser. Churchill and Nuveen Asset Management;
•the term “Administrator” refers to Nuveen Churchill Administration LLC, which serves as our administrator, pursuant to the Administration Agreement, dated December 31, 2019 (the “Administration Agreement”); and
•the term “committed capital” refers to the capital committed to client accounts in the form of equity capital commitments from investors, as well as committed, actual or expected financing from leverage providers (including asset-based leveraged facilities, notes sold in the capital markets or any capital otherwise committed and available to fund investments that comprise assets under management). For purposes of this calculation, both drawn and undrawn equity and financing commitments are included. In determining committed capital in respect of funds and accounts that utilize internal asset-based leverage (e.g., levered funds and CLO warehouses), committed capital calculations utilize a leverage factor that assumes full utilization of such asset-based leverage in accordance with the account’s target leverage ratio as disclosed to investors. In determining committed capital in respect of Churchill’s management of an institutional separate account for its parent company, TIAA (as defined below), (i) committed capital in respect of private equity fund interests includes commitments made by TIAA to such strategy over the most recent 10 years, and the net asset value of all such investments aged more than 10 years, and (ii) committed capital in respect of equity co-investments, junior capital investments, structured capital investments, and senior loans includes the commitment made by TIAA for the most recent year, and the outstanding principal balance of investments made in all preceding years. In determining committed capital in respect of Churchill’s management of institutional separate accounts for third party institutional clients, committed capital includes the aggregate commitments made by such third party clients, so long as such commitments remain subject to recycling. Thereafter, outstanding principal balance is used in respect of any applicable commitment (or portion thereof) that has expired. Due to the foregoing, committed capital figures may be adjusted over the course of a financial period, based on accounts transitioning the calculation methodology from capital commitment to invested capital.


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 estimates and projections about the Company,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 fluctuations ininterest rate volatility, including the replacement of LIBOR with alternate rates and rising interest rates, 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;
•the impact of geopolitical conditions, including the ongoing conflict between Ukraine and Russia and ongoing war in the Middle East, and its impact on financial market volatility, global economic markets, and various sectors, industries and markets for commodities globally, such as oil and natural gas;
•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 Nuveen Churchill Advisors LLC, our investment adviser (the "Adviser") and Churchill Asset Management LLC, our investment sub-adviser ("Churchill" or the "Sub-Adviser", and together with the Adviser, the "Advisers"),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 Churchill, our investment sub-adviser,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.
Additionally, our actual results and financial condition may differ materially as a result of the continuing impact of the novel coronavirus (“COVID-19”) pandemic, including, without limitation: the length and duration of the COVID-19 pandemic in the United States as well as worldwide and the magnitude of the economic impact of that outbreak; the ongoing effect of the COVID-19 pandemic on our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives; and the ongoing effect of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business (including on our ability to source and close new investment opportunities) and on the availability of equity and debt capital and our use of borrowed money to finance a portion of our investments.


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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 a projection or forward-looking statementsstatement 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. WeMoreover, we assume no duty and do not undertake any obligation to update or revise anythe forward-looking statements or any other information contained herein, except as requiredotherwise provided by applicable law.





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PART I.

In this annual report, except where the context suggests otherwise:
•the terms “we,” “us,” “our,” and “Company,” refer to Nuveen Churchill Direct Lending Corp. (f/k/a Nuveen Churchill BDC Inc.) (and, if required by context, (i) prior to December 31, 2019 to Churchill Middle Market CLO V Ltd. (the “Predecessor Entity”), and (ii) following December 31, 2019 on a consolidated basis with the Predecessor Entity);
•the term “the Adviser” refers to Nuveen Churchill Advisors LLC, a Delaware limited liability company, which serves as our investment adviser;
•the term “Churchill” refers to Churchill Asset Management LLC, a Delaware limited liability company, which serves as our investment sub-adviser;
•the term “Advisers” refers to the Adviser and Churchill together; and
•the term “Administrator” refers to Nuveen Churchill Administration LLC, a Delaware limited liability company, which serves as our administrator.


ITEM 1. BUSINESS

General

We were formed on March 13, 2018, as a limited liability company under the laws of the State of Delaware and we converted into a corporation incorporated under the laws of the State of Maryland on June 18, 2019. We are a specialty finance company organized to maximize the total return to our shareholdersfocused primarily in the form of current income achieved throughon investing in senior secured loans to private equity-owned U.S. middle market companies. Effective June 1, 2020,We are externally managed by our Adviser, Churchill DLC Advisor LLC, and through our Sub-Advisers, Churchill Asset Management LLC and Nuveen Asset Management. Our Adviser and our Sub-Advisers are affiliates and subsidiaries of Nuveen, the investment management division of TIAA and one of the largest asset managers globally. We invest in directly originated senior secured loans that typically pay floating interest rates and are senior in the capital structure to junior debt and equity, as we changedbelieve these loans offer us more attractive risk-adjusted returns and stronger protections than investments in the traditional public debt capital markets. We seek to partner with high quality, private equity-owned middle market companies that have strong management teams executing on long-term growth strategies. Additionally, the private equity sponsors that own the businesses we lend to typically have the ability and strong incentive to support their portfolio companies by providing additional capital and managerial and operational assistance. We believe this support could potentially enhance the performance of our name from “Nuveen Churchill BDC, Inc.” to “Nuveen Churchill Direct Lending Corp.”

portfolio companies and provide additional protections for our investments.
We havewere formed as a Delaware limited liability company in March 2018 and we converted into a Maryland corporation in June 2019. We are 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 (together with the rules and regulations promulgated thereunder, the “Investment Company(the “1940 Act”). In addition, we have elected, and intend to qualify annually, to be treated and intend to continue to comply with the requirements to qualify annually,for U.S. federal income tax purposes as a regulated investment company (“RIC”(a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the(the “Code”).

Immediately prior toOn January 29, 2024, we closed our election to be regulated asinitial public offering (“IPO”), issuing 5.5 million shares of common stock at a BDC, Nuveen Churchill BDC SPV I LLC, a wholly-owned subsidiarypublic offering price of $18.05. We received cash proceeds of approximately $99.3 million. Our common stock began trading on the CompanyNew York Stock Exchange (“SPV I”NYSE”), acquired all of under the economic equity interests (the “Merger”) of the Predecessor Entity, a Cayman exempt limited liability company managed as a collateralized loan obligation (“CLO”) vehicle that was managed by Nuveen Alternatives Advisors LLC and sub-advised by Churchill.

Nuveen Churchill BDC SPV II, LLC (“SPV II”) and Nuveen Churchill BDC SPV III, LLC ("SPV III"), both Delaware limited liability companies, were formedsymbol “NCDL” 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 first-lien senior secured debt and unitranche loans (other than last-out positions in unitranche loans). SPV II and SPV III are wholly owned subsidiaries of the Company.

January 25, 2024.
Our investment objective is to provide investors withgenerate attractive risk-adjusted returns mainly through current income by investing primarily investing in senior secured loans to private equity-owned U.S. middle market companies.companies, which we define as companies with $10 million to $250 million of EBITDA. We primarily focus on investments in U.S. middle market companies with $10 million to $100 million of EBITDA, which we consider the core middle market. Our portfolio is comprised primarily consists of first-lien senior secured debt and unitranche loans (other than last-out positions in unitranche loans) (collectively “Senior Loans”). Weloans. Although it is not our primary strategy, we also opportunistically invest in junior capital opportunities, (second-lienincluding second-lien loans, subordinated debt, last-out positions in unitranche loansequity co-investments and similar equity-related securities) (collectively “Junior Capital Investments”).

securities.
Each of the Advisers is a limited liability company organized under the laws of the state of Delaware, is anAdviser, Churchill and Nuveen Asset Management are investment adviseradvisers registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is an indirect, majority- or wholly-owned subsidiary ofare controlled by Nuveen, LLC (“Nuveen”). Nuveen is the investment management arm of TIAA,Teachers Insurance and Annuity Association of America (“TIAA”), a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and the companion organization of College Retirement Equities Fund. Nuveen markets a wide range of specialized investment solutions that provide investors access to the capabilities of Nuveen’s investment management affiliates.


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The Investment Adviser — Churchill DLC Advisors LLC 
Churchill DLC Advisor LLC (f/k/a Nuveen Churchill Advisors LLC 

Nuveen Churchill Advisors LLC,LLC), a Delaware limited liability company, serves as theour investment adviser pursuant to the Company pursuant to an investment advisory agreement (the "Investment Advisory Agreement").Agreement. The Adviser is responsible for the overall management of the Company’sour activities pursuant to the Investment Advisory Agreement.

The Adviser has delegated substantially all of its day-to-daydaily portfolio-management obligations as set forth in the Investment Advisory Agreement to Churchill pursuant to a sub-advisory agreement,the CAM Sub-Advisory Agreement, which was originally entered into on December 31, 2019 and which, with the approval of theapproved by our board of directors of the Company (the "Board"“Board”), including a majority of our independent directors was amended and restated on December 11, 2020who are not “interested persons” (as amended and restated,defined in Section 2(a)(19) of the "Sub-Advisory Agreement” and, together with1940 Act) of us, the Investment Advisory Agreement, the “Advisory Agreements”Advisers, or of any of their respective affiliates (the “independent directors”). The Adviser has general oversight over the investment process on our behalf of the Company and manages theour capital structure, of the Company, including, but not limited to, asset and liability management. The Adviser also has ultimate responsibility for the Company’sour performance under the terms of the Investment Advisory Agreement.


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The Investment Sub-Adviser — Churchill Asset Management LLC

Churchill serves as a sub-adviser to the Companyour Sub-Adviser pursuant to the CAM Sub-Advisory Agreement. In addition to serving as a sub-adviser to the Company, Churchill manages other middle-market investment strategies that seek attractive risk-adjusted returns, managing capital on behalf of third-party institutional investors and the TIAA general account.

As of December 31, 2020, Churchill manages $24.8 billion of committed capital in separate accounts, CLOs and private funds investing in private middle-market leveraged loans, subordinated debt, private equity and related strategies. The investment advice that Churchill provides through the Senior Loan Investment Team is limited primarily to investments in first-lien secured and unitranche loans made principally to private U.S. middle market companies whose typical profile is consistent with below-investment grade debt ratings categories and that are, in most cases, controlled by private equity investment firms. As of December 31, 2020, the team of Churchill investment professionals dedicated to Senior Loan investment opportunities (the “Senior Loan Investment Team”) manages $9.4 billion of committed capital. The investment advice that Churchill provides through teams of investment professionals dedicated to Junior Capital investment opportunities (the “Junior Capital Investment Team” and, together with the Senior Loan Investment Team, the “Investment Teams”) is limited primarily to investments in private equity, equity co-investments and similar equity-related securities, subordinated debt and second-lien loans, in each case made principally in respect of the U.S. middle market. As of December 31, 2020, the Junior Capital Investment Team manages $15.4 billion of committed capital.

Churchill provides investment advisory and management services to the Company.us. Under the terms of the CAM Sub-Advisory Agreement, Churchill: (i) identifies, evaluates and negotiates the structure of investments (including performing due diligence on prospective portfolio companies); (ii) closes and monitors investments; and (iii) determines the securities and other assets to be purchased, retained or sold. The Adviser and Churchill have entered into the CAM Sub-Advisory Agreement, which has been approved by theour Board, and the terms of which provide Churchill with broad delegated authority to oversee the Company’sour portfolio.

In addition to serving as our Sub-Adviser, Churchill manages other middle market investment strategies for affiliated entities such as TIAA, its ultimate parent company, as well as for third-party institutional investors, private funds, CLOs and separate accounts, Nuveen Churchill Private Capital Income Fund, a BDC, and NC SLF Inc., a closed-end investment company registered under the 1940 Act.
Joint
Churchill manages (directly or as a sub-adviser) approximately $50 billion of committed capital across its integrated capital solutions platform as of January 1, 2024. Churchill manages a range of vehicles, including BDCs, a registered closed-end investment company, separate accounts, structured finance products, and private funds investing in private middle market leveraged loans, subordinated debt, equity related securities, private equity, limited partner commitments, and related strategies. Of its approximately $50 billion of committed capital across the platform, Churchill manages approximately $13 billion in limited partner capital commitments to approximately 300 private equity funds on behalf of TIAA’s general account and third-party investors. Churchill offers a full array of solutions across the capital structure, benefiting from the investment guidance of its principals who have a long history of disciplined investing in the middle market across various economic cycles. With over $30 billion of committed capital dedicated to middle market private credit as of January 1, 2024, Churchill provides us with the ability to invest in larger transactions while limiting concentration in our portfolio. While it is managed and operated independently of TIAA and Nuveen, Churchill benefits from the scale, capital and resources of its parent companies.

The Investment Committee

All investment decisions for the Company require the unanimous approval of the members of a jointan investment committee dedicated to management of the Company’s portfolio (the “Joint Investment“Investment Committee”) comprised of senior investment personnel of both Investment Teams. The members of the Joint Investment Committee are KenChurchill Founders, Kenneth Kencel Jason Strife and Randy Schwimmer.Schwimmer, together with Mathew Linett and the head of its Private Equity and Junior Capital Solutions team, Jason Strife. The Joint Investment Committee is also advisedresponsible for reviewing and approving all investment opportunities for the Company, which are sourced by Churchill’s separate and distinct investment committees dedicated to senior loan investments and junior capital opportunities, respectively.
Advisory Agreement
Pursuant to the Advisory Agreement, we pay a base management fee and incentive fees to the Adviser, as described below. On October 27, 2023, our Board unanimously approved the Advisory Agreement and our shareholders approved the Advisory Agreement on December 15, 2023. The Advisory Agreement became effective on January 29, 2024 upon the consummation of the IPO. The Advisory Agreement amends the the prior investment advisory agreement, dated December 31, 2019, as follows:
•reduces the base management fee payable by the investment committeesCompany to the Adviser following the IPO from an annual rate of 1.25% of Average Total Assets (as defined below) to an annual rate of 0.75% of Average Total Assets for the first five quarters beginning with the calendar quarter in which the IPO was consummated (i.e., beginning with the calendar quarter ending March 31, 2024 through the calendar quarter ending March 31, 2025), and thereafter, the base management fee will step up to 1.00% of Average Total Assets;
•waives both the incentive fee on income and the incentive fee on capital gains for the first five quarters beginning with the calendar quarter in which the IPO was consummated;
•the calculation of the Senior Loan Investment Teamincentive fee on income will be subject to a “three-year look back”;
•the incentive fee on income is subject to a cap (the “Senior Loan Investment Committee”“Incentive Fee Cap”) equal to the difference between (x) 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) in respect of the current calendar quarter and the eleven preceding calendar quarters (or, if fewer, the number of calendar quarters beginning with the calendar quarter in which the IPO was consummated) (such period, the “Trailing Twelve Quarters”) and (y) the Junior Capital Investment Team (the “Junior Capital Investment Committee”), respectively. The Senior Loan Investment Committee is currently comprised of Ken Kencel, Randy Schwimmer, Shai Vichness, Chris Cox and Mat Linett. The Junior Capital Investment Committee is currently comprised of Ken Kencel, Jason Strife, Derek Fricke and Anne Philpott.

Investment Advisory Agreement

Theaggregate incentive fee on income that were paid to the Adviser is responsible forby the overall managementCompany in respect of the Company’s activities pursuant tofirst eleven calendar quarters (or, if fewer, the Investment Advisory Agreement. The Adviser has delegated substantially allnumber of its day-to-day portfolio-management obligations as set forthcalendar quarters beginning with the calendar quarter in which the IPO was consummated) included in 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. The Adviser also has ultimate responsibility for the Company’s performance under the terms of the Advisory Agreement.

relevant Trailing Twelve Quarters; and


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•the calculation of the incentive fee on capital gain will include cumulative aggregate realized capital gains and cumulative aggregate realized capital losses from the beginning of the calendar quarter in which the IPO was consummated.
Base Management Fee

The Company pays aUnder the Advisory Agreement, for the first five quarters beginning with the calendar quarter in which the IPO was consummated, the management fee (the “Management Fee”) to the Adviser. The Management Fee is payable quarterly in arrears. Prior to any listing of Shares on a national securities exchange (the “Exchange Listing”), or any listing of its securities on any other public trading market, the Management Fee will be calculated 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. Following an Exchange Listing,quarters, and thereafter, the Management Feemanagement fee will be calculated at an annual rate of 1.25%step up to 1.00% of Average Total Assets.

 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. Any management fees will be payable quarterly in arrears.
The Adviser retains 25%32.5% of the Management Fee.management fee. The remaining amount will be paid by the Adviser to Churchill as compensation for services provided by Churchill pursuant to the CAM Sub-Advisory Agreement.

Incentive Fee

Prior to an Exchange Listing, or any listing of its securities on any other public trading market,Under the Company will pay noAdvisory Agreement, the Adviser is waiving the incentive fee toon income and incentive fee on capital gains for the Adviser.

first five quarters beginning with the calendar quarter in which the IPO was consummated. Following an Exchange Listing, the Companyexpiration of the fee waiver, we will pay an incentive fee to the Adviser that will consist of two parts. The first partincentive fees will be based on our income and our capital gains, each as described below. The portion of the incentive fee based on income will be calculated, subject to the Incentive Fee Cap, and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income in respect of the Trailing Twelve Quarters commencing from the beginning of the calendar quarter in which the IPO was consummated, as follows:
•no incentive fee in any calendar quarter in which the aggregate pre-incentive fee net investment income (as defined below) in respect of the Trailing Twelve Quarters does not exceed the hurdle rate of 1.50% (6% annually) for such Trailing Twelve Quarters;

•100% of our aggregate pre-incentive fee net investment income in respect of the precedingTrailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.7647% in any calendar quarter following the consummation of the IPO. We refer to this portion of our pre-incentive fee net investment income as the “catch-up” provision. 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 1.7647% multiplied by our NAV at the beginning of each applicable calendar quarter comprising of the relevant Trailing Twelve Quarters; and

•15% of the aggregate pre-incentive fee net investment income, if any, in respect of the Trailing Twelve Quarters that exceeds 1.7647%.

Under the Advisory Agreement, following the expiration of the fee waiver, the incentive fee on income for a particular quarter will be subject to the Incentive Fee Cap. The Incentive Fee Cap will be equal to the difference between (x) 15% of the Cumulative Pre-Incentive Fee Net Return over the Trailing Twelve Quarters and (y) the aggregate incentive fee on income that was paid to the Adviser by us in respect of the first eleven calendar quarters (or, if fewer, the number of calendar quarters beginning with the calendar quarter in which the IPO was consummated) included in the relevant Trailing Twelve Quarters.
“Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters, beginning with the calendar quarter in which the IPO was consummated, means (x) the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters less (y) any Net Capital Loss (as defined below), if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, we will pay no incentive fee on income to the Adviser in respect of that quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the incentive fee on income that is payable to the Adviser for such quarter calculated as described above, we will pay an incentive fee on income to the Adviser equal to the Incentive Fee Cap in respect of such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the incentive fee on income that is payable to the Adviser for such quarter calculated as described above, we will pay an incentive fee on income to the Adviser equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
“Net Capital Loss” in respect of a particular period, beginning with the calendar quarter in which the IPO was consummated, means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

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Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receiveswe receive from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter,quarters, minus operating expenses for the quarterrelevant calendar quarters (including the base management fee, any expenses payable under the administration agreement (the “Administration Agreement”) with Nuveen Churchill Administration LLC, our administrator (the “Administrator”), and anyAgreement, interest expense and dividends paid on any outstanding preferred shares, but excluding the incentive fee). Pre-incentive fee net investment income will include, in the case of investments with a deferred interest feature such as market discount, debt instruments with PIK interest, preferred shares with PIK dividends and zero-coupon securities, accrued income that the Company haswe have not yet received in cash. The Adviser is not under any obligation to reimburse the Companyus for any part of the incentive fee it received that was based on accrued interest that the Companywe never receives.

receive.
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
To determine whether the structure ofpre-incentive fee net investment income exceeds 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 receiveshurdle rate, pre-incentive fee net investment income in excessrespect of the hurdle rate (as defined below) forrelevant Trailing Twelve Quarters will be compared to a “hurdle amount” equal to the product of (i) the “hurdle rate” of 1.50% per quarter (6% annualized) and (ii) 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 valuesum of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the endbeginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. Because of the immediately precedingstructure of the incentive fee on income, it is possible that we may pay an incentive fee in a calendar quarter in which we incur a loss. For example, if we receive pre-incentive fee net investment income in excess of the quarterly hurdle rate, we will pay the applicable incentive fee even if we have incurred a loss in that calendar quarter due to realized and unrealized capital losses, subject to the Incentive Fee Cap. In addition, because the quarterly hurdle rate is comparedcalculated based on our net assets, decreases in our net assets due to a fixed “hurdle rate”realized or unrealized capital losses in any given calendar quarter may increase the likelihood that the hurdle rate is reached and therefore the likelihood of 1.50% perus paying an incentive fee for that calendar quarter, (6% annually). Ifsubject to the Incentive Fee Cap. In addition, if market interest rates rise, the Companywe may be able to invest in debt instruments that provide for a higher return, which would increase pre-incentive fee net investment income and make it easier for the Adviser to surpass the fixed hurdle rate and receive an incentive fee based on such net investment income.

Following an Exchange Listing, the Company will pay the Adviser with respect to 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.

The following is a graphical representation of the quarterly calculation of the income-related portion of the incentive fee:

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These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the currentapplicable calendar quarter.

Following an Exchange Listing,Under the Advisory Agreement, following the expiration of the fee waiver, the second part of the incentive fee iswill be 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 15.0% of the Company’sour realized capital gains as of the end of the fiscal year following an Exchange Listing. the IPO. In no event will the capital gains incentive fee payable pursuant to the Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.
In determining the capital gains incentive fee payable to the Adviser, the Companywe will calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since inception,beginning with the calendar quarter in which the IPO was consummated, 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’sour 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.beginning with the calendar quarter in which this offering is consummated. 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 15.0% 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.

The Adviser will retain 25%retains 32.5% of the incentive fee. The remaining amount will be paid by the Adviser to Churchill as compensation for services provided by Churchill pursuant to the CAM Sub-Advisory Agreement.

The Sub-Adviser — Nuveen Asset Management, LLC
On October 27, 2023, our Board, including all of the independent directors, unanimously approved the NAM Sub-Advisory Agreement and our shareholders approved the NAM Sub-Advisory Agreement on December 15, 2023. The NAM Sub-Advisory Agreement became effective on January 29, 2024 upon the consummation of the IPO. Pursuant to the NAM Sub-Advisory Agreement, Nuveen Asset Management may manage certain of our liquid investments. Subject to the pace and amount of investment activity in our middle market investment program, a portion of our portfolio may be comprised of cash and cash equivalents, liquid fixed-income securities (including broadly syndicated loans) and other liquid credit instruments. The percentage of our portfolio allocated to the liquid investment strategy managed by Nuveen Asset Management will be at the discretion of Churchill.

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The fees payable to Nuveen Asset Management pursuant to the NAM Sub-Advisory Agreement to manage our liquid investment allocation will be payable by Churchill and will not impact the advisory fees payable by our shareholders.
Nuveen Asset Management conducts its high yield corporate and leveraged loan investment activities through its leveraged finance platform (“Nuveen Leveraged Finance”), offering investors access to high yield, leveraged loan and alternative credit strategies that draw upon Nuveen’s size and scale. Nuveen provides a comprehensive range of outcome-focused investment solutions designed to secure the long-term financial goals of institutional and individual investors. As the investment management business of TIAA, Nuveen has approximately $1.2 trillion in assets under management as of December 31, 2023, with its affiliates offering deep expertise across a comprehensive range of traditional and alternative investments through a wide array of vehicles and customized strategies.
Expense Support Agreement

The Company previously entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser. The Adviser, may paypursuant to which the Adviser paid 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”). SuchCompany. The Expense Payment will be made in any combinationSupport Agreement automatically terminated pursuant to its terms upon the consummation 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. IPO. For more information on the Expense Support Agreement see Note 45 to the consolidated financial statements in Part II, Item 8 of this Form 10-K.
Employees

We do not have any internal employees. We depend on the investment expertise, skill and network of business contacts of the senior investment professionals of Churchill, who evaluate, negotiate, structure, execute, monitor and service our investments in accordance with the terms of the Sub-Advisory Agreement.

Competitive Advantages

Churchill believesWe believe that the foundations of itsour competitive advantage are itsadvantages stem from long-standing market presence, abilitysignificant lending capacity, scale to invest in size,support attractive investments, strong relationships with private equity firms, differentiated sourcing capabilities, and ability to compete on factors other than pricing. Further, we believe that Churchill has built a reputation of professionalism and collaboration that positions itus to be a preferred capital provider forto support the needs of private equity sponsors’sponsors. We believe Churchill has the scale, platform, and unique capabilities to effectively manage our U.S. private credit investment strategy, offering investors the following competitive advantages:
Scaled Platform with Extensive Private Credit Expertise
Since 2006, Churchill’s senior leadership team has worked together to establish a cycle-tested track record in direct lending and private capital needs.investments. The Churchill believes that this reputationteam has deep middle market investment expertise, providing customized financing solutions to private equity-backed middle market companies across the capital structure, including senior loans, junior capital, equity co-investments and similar equity-related securities. Overseeing approximately $50 billion in committed capital as of January 1, 2024 and deploying over $10 billion in the marketplaceyear ended December 31, 2023 across its multiple investment strategies, Churchill is built upon several factors: strong relationshipsone of the most active direct lenders in the U.S. middle market. With over 150 dedicated professionals in New York, Charlotte, Chicago, Los Angeles and Dallas, Churchill operates a fully integrated investment platform with private equity firms combinedadvanced infrastructure, risk management, investor relations, finance, operations, and legal support functions. The scale of Churchill’s platform provides us with meaningful private equity fund investments; a robust originationthe ability to invest in larger transactions with limited concentration in our portfolio. We believe that the breadth and underwriting capability that offers creativedepth of Churchill’s expertise, coupled with its long history of disciplined investment across industries and flexible capital solutions; an experiencedvarious economic cycles, provides differentiated strengths when sourcing and deep management teamevaluating large and complex investment opportunities.
Unique Benefits from Alignment with substantial middle market finance experience;Nuveen and TIAA
Churchill benefits substantially from the benefitsscale and resources of alignment with TIAA, its parent company, Nuveen, and Nuveen’s ultimate parent company, TIAA. Nuveen, as the investment management division of TIAA, is one of the world’s largest asset managers with $1.2 trillion assets under management as of December 31, 2023, of which approximately $114 billion is invested in private capital. TIAA, a leading provider of secure retirement and outcome-focused investment solutions to millions of people and thousands of institutions, is the third largest client;private debt investor in the world.1 Together, TIAA and a cycle-tested track record.Nuveen have been investors in the private debt and equity markets for over 50 years.


Leveraging the scale, capital and resources of Nuveen’s platform, Churchill is able to focus on its middle market investment expertise. Specifically, Nuveen’s distribution capabilities from its approximately 180 person U.S. wealth coverage team enable Churchill to prioritize originating, underwriting and managing its high quality, diversified portfolios while relying on Nuveen’s retail and wealth distribution platform.
1 Source: Rankings published in the Private Debt Investor Magazine’s Global Investor 50, December 2023/January 2024. Private Debt Investor Magazine’s research and analytics team carried out primary and secondary research on more than 100 institutions to produce rankings on the world’s largest institutional private debt investors based on the market value of private debt portfolios. Nuveen submitted data to the research and analytics team. There were no fees paid in connection with this recognition.


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•TIAA is an important part of Churchill’s committed capital base, as Churchill manages TIAA’s general account allocation to U.S. middle market private capital side-by-side with Churchill’s third-party investors. This provides for a unique alignment of interests that we believe causes Churchill to think and act like a long-term investor in the asset class.

Strong relationships withPrivate Equity Relationships and Fund Investments Drive Proprietary Origination Opportunities
Churchill believes it has established itself as a highly value-additive capital provider and partner of choice for leading private equity firms combinedgiven its ability to provide a full array of scaled solutions across the capital structure. Churchill’s dedicated loan origination team has cultivated deep, long-standing relationships with meaningfulover 400 middle market private equity fund investments

firms across diversified strategies, industry focus and U.S. geographies. Of approximately $50 billion of committed capital as of January 1, 2024, approximately $13 billion is comprised of committed capital that supports a carefully constructed portfolio of primary limited partner capital commitments made by TIAA and certain other institutional investor clients of Churchill to approximately 300 private equity funds primarily focused on the U.S. middle market. We believe Churchill’s Senior Loan Investment Team is led by the membersrole as a valuable limited partner and its fully integrated partnership approach helps drive differentiated origination opportunities often on an early look, first access basis. Additionally, we believe Churchill’s deep network of the Senior Loan Investment Committee, who average over 25 years of middle market lending experience. A majority of the Senior Loan Investment Committee have worked together for more than 13 years, focusing exclusivelyprivate equity relationships and representation on originating, underwriting and monitoring middle market senior loans. During this time, the team has developed deep relationships with hundreds of private equity sponsorsfund advisory boards further enhances Churchill’s proprietary deal sourcing advantages while remaining highly selective of investment opportunities without compromising on its stringent underwriting standards or transaction terms. Churchill is a trusted and has becomedesired financing partner, demonstrated by its ability to earn the lead or co-lead role in approximately 80% of its senior loan transaction volume in the trailing twelve-months ended December 31, 2023. In this capacity, Churchill is able to structure and negotiate transactions directly with the private equity sponsor, driving efficiencies and stronger relationships, often leading to the sponsor’s decision to select Churchill as a preferredlead lending partner for subsequent transactions as well. Churchill’s sourcing strategy is not, however, entirely centered on leading every transaction as it also partners with other middle market lenders on attractive investment opportunities, helping to them. Dedicated origination professionalsdrive a more stable and reliable capital deployment pace in the middle market.

Many of Churchill’s senior management and investment team members have held senior positions at other middle market lending firms and continue to maintain strong relationships with numerous active participants in the segment. These long-established relationships help source incremental investment opportunities and contribute to the high levels of deal flow from these long-established sources, allowing Churchill to review upwards of 500 Senior Loanwith approximately 1,000 first-lien senior secured debt and unitranche loan investment opportunities reviewed per year. The Senior Loan Investment Team’sIn contrast, peer lenders who focus primarily on lead agency roles often can find themselves in direct competition with one another adversely impacting deal flow and selectivity. Churchill’s dual sourcing model emphasizes long-term partnerships, ensuring that Churchill can focus exclusively on investment credit quality. We believe we are well-positioned to take advantage of the demand for capital in the middle market, particularly from private equity sponsored middle market companies.

Ability to Deliver Scaled and Flexible Capital Solutions

We believe Churchill’s ability to provide a variety of capital solutions and to invest opportunistically across the capital structure is a key differentiator and highly valued by private equity sponsors. Churchill is able to provide a comprehensive set of customized capital solutions to meet the needs of the borrower. With respect to senior loans, the investment team can opportunistically pivot between traditional first-lien senior secured loans and unitranche loans, as well as offer delayed draw term loans, in order to deliver the most attractive risk-adjusted returns. Further, the investment team’s partnership approach andoffers a strong value proposition to private equity firms, as one of a handful of middle market lenders with the ability to commit up to $150$500 million per transaction, ensuretransaction. This flexibility and the ability to deliver a fully underwritten solution ensures that Churchill sees the widest possiblehas exposure to a wide range of Senior Loan transactions in the market and canenabling it to be highly selective with regardsrespect to which borrowers it ultimately decidesinvestment opportunities. Additionally, with respect to provide capital.

Churchill’s Junior Capital Investment Team is led byjunior capital opportunities, the members of the Junior Capital Investment Committee. Thisinvestment team has been an active private equity fund investor since 1998, with what Churchill believes is a blue-chip reputation as a limited partner.

•Creative and flexible capital solutions

Because all transactions are unique and require different capital solutions, Churchill’s ability to offer a variety of capital solutions is both differentiated in the market and valued by sponsors. For example, the Senior Loan Investment Team has the ability to pivot between traditional first-lien senior secured loans and unitranche loans, while the Junior Capital Investment Team has the ability to pivot between junior secured or unsecured debt instruments, and also can structure investments in other forms, such as payment-in-kind securities and other instruments that may be similar to preferred equity or equity-like in nature. Both Investment Teams can also offer borrowers delayed draw term loans, further enhancing flexibility. Often, capital requirements change over the course of a transaction.instruments. Having the latitude to pivot across investmentcapital solutions without compromisingdifferentiates Churchill compared to most other direct lenders in situations when capital requirements change during a transaction and thereby has positioned it as the objective of superior risk-adjusted returns has enabled Churchill and its affiliates to build market share over time.

•Robust origination and underwriting platform

Churchill has developed a robust investment process and benefits from a team of professionals that have extensive experience in structuring investments and constructing middle-market loan and juniorpreferred capital portfolios (See sections below entitled “—Investment Process Overview” and “Management”). By way of example, the members of Churchill’s Senior Loan Investment Committee have on average more than 25 years of industry experience and have focused expertise in originating, underwriting, and monitoring middle market Senior Loan investments. In addition, many of the senior members of the Investment Teams have held senior management and other positions at a number of leading middle market firms and have existing relationships with many of the active participants in the middle market. As a result, we expect that the Company will continue to be well positioned to take advantage of the demandpartner for capital in the middle market, particularly from private equity sponsored companies, a market segment wheresponsors.

Disciplined and Rigorous Investment Approach with Comprehensive Portfolio Monitoring

Selectivity, broad industry diversification and rigorous underwriting standards are key to Churchill’s investment philosophy. Churchill has years of investing experience.

In addition, on the basis of the relationships and partnerships that Churchill has established over the years, Churchill believes that it will be able to provide the Companyprovides us with a large and diverse pipeline of middle market investment opportunities, thereby allowing itenhancing our ability to be highly selective and to maintain stringent underwriting standards. standards and a diversified portfolio across sectors. Churchill employs a multi-step selection process when reviewing each potential investment opportunity that includes analyzing business prospects, thoroughly reviewing historical and pro forma financial information, meeting and discussing the business with the management team and private equity sponsor, understanding sponsor investment strategy and risk considerations, evaluating industry diligence to determine market position and competitive advantages, and assessing the track record of the private equity sponsor and its historical investments in other businesses.

Using a disciplined and cycle-tested investment approach, the Investment Teams willChurchill’s investment teams seek to minimizelimit credit losses through comprehensive due diligence of Portfolio Companyportfolio company fundamentals, terms and conditions and covenant packages. Similarly, followingFollowing the closing

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of each middle market investment, itthe investment professionals who initially underwrite the opportunity typically lead the hands-on portfolio monitoring effort to ensure continuity and the ability to respond efficiently to any portfolio company requests. Churchill implements a regimented credit monitoring system that involves a variety of discussions, analyses and reviews by its investment professionals on a daily, weekly, monthly, and quarterly reviewsbasis, depending on the assessed monitoring need, which we believe enables Churchill to proactively detect and analysis by the investment professionals, which it believes may enable it to identify problems before it faces difficult liquidity constraints.potential challenges at portfolio companies. See “ – Investment Process Overview” below.


•Experienced and deep managementProven Leadership Team with Extensive Private Capital Experience Across Economic Cycles


Churchill is led by industry veterans who bring anon average of overmore than 25 years’years of experience in middle market investing. Senior managementinvesting, the majority of whom have worked together for over a decade and the Investment Teams have a long history of working together focused exclusively on originating, underwriting,demonstrated an ability to prudently invest across various economic cycles at Churchill and monitoring middle market investments. Theits predecessor company managed by Churchill’s senior management team,entities. Churchill Financial, LLC (“Churchill Financial”), was founded in 2006 by current senior management team members KenKenneth Kencel, Randy Schwimmer and Christopher Cox (the “Churchill Financial Founders”)., who have together unanimously approved all of the over 800 senior loans made by Churchill and its predecessor entities since 2006. This core management team has been strengthened with the additionsaddition of David Heilbrunn, an original Churchill Financial team member, as Head of Product Developmentseveral additional senior executives from Churchill’s predecessor entities and Capital Raising in 2016,its ultimate parent company, TIAA. Among these additional senior management colleagues are Mathew Linett and Shai Vichness, as Chief Financial Officerwho comprise the remaining members of the investment committee dedicated to senior loan opportunities alongside the Churchill Founders. Additionally, in 2018 (solidifying the significant role he had in launchingconnection with its affiliation with TIAA, Churchill as a partassumed management of TIAA’s asset management division (now doing business as Nuveen) in 2015);private equity and Mat Linett, a long-time senior investment professional of Churchill Financial and Churchill, as Head of Underwriting in early 2019. The Churchill Financial Founders, together with Messrs. Vichness and Linett, now comprise the Senior Loan Investment Committee.


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In January 2020, Nuveen’s junior capital and private equity business merged with Churchill. While Churchill’s senior lending and junior capital/private equity investment teams continue to approach the market with distinct investment processes, the merger has combined Nuveen’smanagement platform, resulting in a unified middle market private capital capabilities into one platform to achieve increased collaboration and scale, allowing Churchill to be a one-stop capital provider of choice to private equity firms and institutional investors. In connection with this combination, Jason Strife joinedasset management firm that capitalizes on opportunities throughout the Churchill Financial Founders and Messrs. Heilbrunn, Vichness and Linett as part of the Churchill Management Team. The Junior Capital Investment Team brings rich experience inU.S. sponsor-backed middle market private equity, mezzanine lending, investment banking, and capital markets roles, with several team members having experience investing across the entire balance sheet.market.

•Benefits of alignment with Nuveen and TIAA

Churchill benefits substantially from the scale and resources of its parent company, Nuveen, and Nuveen’s parent company, TIAA. Additionally, Churchill invests in Senior Loans on behalf of TIAA’s general account side-by-side with third party investors. The Junior Capital Investment Team also invests on behalf of the TIAA general account. This alignment ensures that Churchill consistently thinks and acts like a long-term investor in the asset class.

•Cycle tested track record

Churchill is differentiated by the success and length of its track record. The Senior Loan Investment Team has a demonstrated ability to effectively invest across market cycles.


Investment Strategy

Selection Criteria
We primarily invest in first-lien senior secured debt and unitranche loans. In addition, we have and may continue to invest opportunistically in (i) secured second-lien loans, (ii) subordinated loans (both secured and unsecured) that provide for high fixed interest rates with substantial current interest income, and potentially equity participation or warrants that materially enhance the overall return of the security, and (iii) equity co-investments alongside private equity sponsors in a limited number of transactions where we believe the potential returns are attractive.
We have identified a number of key attributes when evaluating new investment opportunities that are aimed at offering attractive risk / reward characteristics. Our objective is to invest broadly across a diverse set of companies and industries to limit the risk of and the impact that a potential downturn could have on our overall portfolio. We target loansa diverse investment portfolio with an average investment size of 1-2% per portfolio company. Churchill’s investment teams seek to U.S.-basedidentify new transactions based on the following key criteria, while also applying in-depth fundamental underwriting and credit research to produce reliable investment decisions designed to minimize potential losses:
Established Companies with Attractive Business Prospects
We seek to invest in core U.S. middle market companies that requiretypically generating between $10 million to $100 million of annual EBITDA, which we believe have developed strong and sustainable leading positions within their respective markets. These companies must also exhibit the potential to maintain sufficient cash flows and profitability to service their obligations across various economic environments, while continuing to grow and/or maintain their market position. To this end, we screen for non-cyclical companies with market-leading products and/or services, attractive industry fundamentals, strong pricing power and ability to pass through inflationary cost pressures, low capital for growth, acquisitions, recapitalizations,expenditures requirements, as well as diversification of customers, products and refinancings,suppliers. Furthermore, we seek to invest in companies with adefensible market niches and barriers to entry and analyzes the strength of potential target companies by comparing them against similar businesses and competitors. We typically avoid reimbursement dependent, cyclical or commodity-driven industries.

Proven Management Teams with Established Track Records

When selecting investments, we focus on companies controlled by private equity investment firms. In addition, we may also make investments in non-private equity owned public or private companies of various sizes. We seek to partner with strong management teams executing long-term growth strategies. Target Portfolio Companies will typically exhibit some or all of the following characteristics:
•annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $10 million - $100 million, with a focus on EBITDA of $10 million - $50 million;
•significant cash equity capitalization supported by a private equity sponsor;
•sustainable leading positions in their respective markets;
•scalable revenues and operating cash flow;
•that possess experienced, high-quality management teams with successfula demonstrated track records andrecord of success. Examples of qualities sought in the abilityportfolio company management teams include, but are not limited to, successfully operateprior success operating in a leveraged environment and a demonstrated ability to adapt to challenging economic or business conditions;conditions. We also review the management team’s tenure and compensation structure to ensure their interests are aligned with the long-term success of the portfolio company, which provides us additional comfort in the portfolio company investment.
•




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Strong Financial Performance

We perform comprehensive quantitative analysis on the historical and projected financial performance of a potential investment in a target company. Ideal target companies have strong recurring revenue or “re-occurring” revenue, with good visibility of backlog and revenue;
•scalable revenues, and stable, predictable cash flows with low technology and market risks;risk. Additionally, we seek companies that can demonstrate more than sufficient ability to service and repay debt obligations, have strong asset values and are resilient through different economic cycles. During the underwriting process, we develop multiple cash flow models reflecting different economic and operating scenarios, including a downside case that incorporates interest rate sensitivities to evaluate the company’s ability to service its debt in a rising rate environment, among other factors. These factors are used to identify and underwrite investments that present a strong potential return relative to the overall risk profile, while guiding to the appropriate capital structure through various economic conditions.
•diversified product offering
High-Quality Private Equity Sponsors

We focus on participating in transactions sponsored by what it believes to be high-quality private equity firms, as primarily determined by a private equity firm’s record of historical investment performance. Target investment opportunities typically include transactions where a private equity sponsor is willing to contribute significant equity capital as a percentage of enterprise value. We believe that private equity sponsors with significant equity capital at risk generally have the ability and customer base;strong incentive to support a borrower through a challenging economic environment with a variety of managerial, operational and financial resources, including potentially providing additional capital to the borrowers. We also evaluate a private equity sponsor’s role in the target company’s corporate governance and management which means the private equity sponsor is more likely to have an active and influential role in the Company’s operations and day-to-day activities. These factors, if identified, provide additional comfort and protection for our investments.
•low capital expenditure requirements;
•a North American base of operations;
•strong customer relationships;
•products, services or distribution channels having distinctive competitive advantages; and
•defensible niche strategy or other barriers to entry.
While Churchill believes that the criteria listed above are important in identifying and investing in prospective Portfolio Companies, not all of these criteria necessarily will be met by each prospective Portfolio Company. In addition, subject to its Charter and Bylaws, the Company may change its investment objective and/or investment criteria over time without notice to or consent from shareholders.









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Portfolio Composition

As of December 31, 20202023 and 2019,2022, our investments consisted of the following (dollar amounts in thousands):
December 31, 2020December 31, 2019
Amortized CostFair Value% of Fair ValueAmortized CostFair Value% of Fair Value
December 31, 2023December 31, 2023December 31, 2022
Amortized CostAmortized CostFair Value% of Fair ValueAmortized CostFair Value% of Fair Value
First-Lien Term LoansFirst-Lien Term Loans$326,933 $323,427 96.47 %$178,754 $178,780 100.00 %First-Lien Term Loans$1,450,120 $$1,427,492 86.95 86.95 %$1,071,012 $$1,039,820 86.62 86.62 %
Subordinated Debt9,722 9,749 2.91 %— — — 
Subordinated Debt 1
Subordinated Debt 1
190,454 183,387 11.17 %136,353 133,243 11.10 %
Equity InvestmentsEquity Investments2,083 2,083 0.62 %— — — Equity Investments25,595 30,807 30,807 1.88 1.88 %18,208 27,313 27,313 2.28 2.28 %
TotalTotal$338,738 $335,259 100.00 %$178,754 $178,780 100.00 %Total$1,666,169 $$1,641,686 100.00 100.00 %$1,225,573 $$1,200,376 100.00 100.00 %
Largest portfolio company investmentLargest portfolio company investment$14,758 $14,967 4.46 %$6,887 $6,943 3.88 %Largest portfolio company investment$25,309 $$25,108 1.53 1.53 %$18,189 $$23,162 1.93 1.93 %
Average portfolio company investmentAverage portfolio company investment$5,553 $5,496 1.64 %$3,886 $3,887 2.17 %Average portfolio company investment$9,308 $$9,171 0.56 0.56 %$8,452 $$8,278 0.69 0.69 %
1As of December 31, 2023, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $97,203, mezzanine debt of $83,528 and $2,656 of structured debt at fair value and second lien term loans and/or second lien notes of $100,711, mezzanine debt of $86,495 and 3,247 of structured debt at amortized cost.
As of December 31, 2022, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $87,224, mezzanine debt of $43,331 and $2,688 of structured debt at fair value and second lien term loans and/or second lien notes of $89,070, mezzanine debt of $44,445 and $2,838 of structured debt at amortized cost.
The industry composition of our portfolio as a percentage of fair value as of December 31, 20202023 and 20192022 was as follows:

Industry CompositionDecember 31, 2023December 31, 2022
Aerospace & Defense3.13 %2.76 %
Automotive4.95 %6.14 %
Banking, Finance, Insurance, Real Estate3.95 %4.44 %
Beverage, Food & Tobacco7.76 %6.40 %
Capital Equipment4.21 %4.14 %
Chemicals, Plastics, & Rubber2.29 %2.88 %
Construction & Building3.90 %2.65 %
Consumer Goods: Durable1.51 %1.91 %
Consumer Goods: Non-durable3.31 %4.01 %
Containers, Packaging & Glass3.97 %3.80 %
Energy: Electricity1.75 %— %
Environmental Industries2.73 %1.65 %
Healthcare & Pharmaceuticals12.72 %9.21 %
High Tech Industries8.97 %9.14 %
Media: Advertising, Printing & Publishing1.12 %1.25 %
Media: Diversified & Production0.96 %1.35 %
Retail0.35 %0.47 %
Services: Business18.43 %21.92 %
Services: Consumer4.86 %4.47 %
Sovereign & Public Finance0.65 %0.85 %
Telecommunications3.17 %4.09 %
Transportation: Cargo3.20 %3.62 %
Transportation: Consumer0.13 %— %
Utilities: Electric0.89 %0.39 %
Wholesale1.09 %2.46 %
Total100.00 %100.00 %
Industry CompositionDecember 31, 2020December 31, 2019
Aerospace & Defense5.7 %4.6 %
Automotive1.1 3.8 
Banking, Finance, Insurance, Real Estate7.3 10.0 
Beverage, Food & Tobacco7.0 1.6 
Capital Equipment2.6 2.3 
Chemicals, Plastics, & Rubber0.7 1.4 
Construction & Building1.2 2.4 
Consumer Goods: Durable3.3 7.1 
Consumer Goods: Non-durable7.7 7.5 
Containers, Packaging & Glass9.8 5.2 
Energy: Electricity— 0.5 
Healthcare & Pharmaceuticals0.8 4.5 
High Tech Industries17.4 23.9 
Hotel, Gaming & Leisure0.8 — 
Media: Advertising, Printing & Publishing0.9 — 
Media: Diversified & Production2.1 — 
Retail2.6 5.0 
Road and Rail— 1.2 
Services: Business15.4 7.7 
Services: Consumer3.4 1.5 
Telecommunications3.7 7.4 
Transportation: Cargo5.9 2.4 
Utilities: Electric0.6 — 
Total100.0 %100.0 %


See the Consolidated Schedules of Investments as of December 31, 2020,2023, and 20192022 in our consolidated financial statements in Part II, Item 8 of this Form 10-K for more information on these investments, including a list of companies and type, cost and fair value of investments.







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Investment Process Overview

Churchill views the investment process employed on our behalf of the Company as consisting of four distinct phases described below:

Origination. Each Investment Teaminvestment team will source middle market investment opportunities through the investment team’s network of relationships with private equity firms and other middle market lenders. Each Investment Teaminvestment team believes that the strength and breadth of its relationships with numerous middle market private equity funds and overall deal sourcing capabilities should enable them to maximize deal flow, support a highly selective investment process, and afford the Companyus the opportunity to establish favorable portfolio diversification.

CreditInvestment Evaluation. Each Investment Teaminvestment team intends to utilize a systematic, consistent approach to credit and portfolio company evaluation, with a particular focus on an acceptable level of debt repayment and deleveraging as well as accretive growth and exit assumptions under a “base case” set of projections (the “Base Case”), which; this Base Case generally reflects a more conservative estimate than the set of projections provided by a prospective Portfolio Company, whichportfolio company (the “Management Case”) and that of the Investment Teams refer toprivate equity sponsor purchasing/financing the portfolio company, as the “Management Case.”applicable. The key criteria that each Investment Team intends to consider includeinvestment team evaluates includes (i) strong and resilient underlying business fundamentals, (ii) a substantial equity cushion in the form of capital ranking junior in right of payment to the Company’sour investment and (iii) a conclusion that the overall Base Case and, in most cases, a “downside case” allowsthe “Downside Case” allow for adequate debt repayment and deleveraging. In evaluating a particular company,investment opportunity, each Investment Teaminvestment team will put more emphasis on credit considerations (such as (i) debt repayment and deleveraging under a Base Case set of projections, (ii) the ability of the company to maintain a modest liquidity cushion under a Base Case set of projections, and (iii) the ability of the portfolio company to service its fixed charge obligations under a Base Case set of projections) than on profit potential and loan pricing.pricing (among other considerations both quantitative and qualitative). Each Investment Team’sinvestment team’s due diligence process for middle market creditsinvestments will typically entail:
•a thorough review of historical and pro forma financial information;information (including both performance metrics and proposed capital structure and growth prospects);
•meetings and discussions with management;management and financial sponsors and their advisors;
•a review of loan documents and material contracts;contracts impactful to the operation and profitability of the business in question;
•third-party “quality of earnings” accounting due diligence;
•when appropriate, background checks on key managers;management and/or sponsors;
•third-party research relating to the company’s business, industry, markets, products and services, customers, competitors and competitors;regulatory exposure/treatment;
•the commission of third-party analyses when appropriate;
•sensitivity of Management Case and “sponsor case” projections; and
•various comprehensive cash flow analyses.analyses and sensitivities.

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Each Investment Team’sinvestment team’s deal screening, underwriting, approval and closing processes are substantially similar. The following chart summarizes the investment process of the Investment Teams:

investment teams:
business2a.jpg
•Assess each potential financing opportunity based on defined screening criteria, or “credit box”, with a commitment to provide initial feedback in a timely manner
•Evaluate worthwhile transactions through staged “Early Read” or “Matrix” process which employs proprietary screening and underwriting templates
•Selected transactions clear the “Early Read” or “Matrix” process and enter due diligence
•Understand sponsor investment thesis and risk considerations
•Assess qualitative factors, e.g., management meetings and site visit
•Evaluate industry diligence to determine market position and competitive advantage
•Review quarterly earnings, industry reports, and consultant reports
•Produce financial models including management projections, proprietary base case projections, and break-even analysis
•Prepare Investment Approval Memorandum for review and approval by the applicable Investment Committee and by the Joint Investment Committee of the Companyinvestment committee
•Review and negotiate transaction documents
•Closing Memo documents any changes from approval or provides results of any additional post-approval due diligence
•Closing Memo required for funding



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Execution. In executing transactions, each Investment Teaminvestment team will apply what it believes is a thorough, consistent approach to credit evaluation, and maintain discipline with respect to credit, pricing and structure to ensure the ultimate success of the financing. Upon completion of due diligence, the investment professionals working on a proposed Portfolio Investmentportfolio investment will deliver a memorandum to the relevant Investment Committee(s)investment committee(s). Once an investment has been approved by a unanimous vote of such Investment Committee,investment committee, the memorandum will be delivered to the Joint Investment Committee of the Company.our investment committee. Once an investment has been approved by a unanimous vote of the Joint Investment Committee,our investment committee, it will move through a series of steps, including an in-depth review of documentation by deal teams, negotiation of final documentation, including resolution of business points and the execution of original documents held in escrow. Upon completion of final documentation, a Portfolio Investmentportfolio investment is funded after execution of a final closing memorandum.

Monitoring. The Investment Teamsinvestment teams view active portfolio monitoring as a vital part of the investment process and further consider regular dialogue with company management and sponsors as well as detailed, internally generated monitoring reports to be critical to monitoring performance. The Investment Teamsinvestment teams will implement a monitoring template designed to reasonably ensure compliance with these standards. This template will be used as a tool by the Investment Teamsinvestment teams to assess investment performance relative to plan.

As part of the monitoring process, the Senior Loan Investment Team hasinvestment teams have developed risk policies pursuant to which itthey will regularly assess the risk profile of each of the Company’s Senior Loan investments, and in a similar manner the Junior Capital Investment Team will regularly assess the risk profile for each of the Company’s Junior Capital Investments.our investments. The Investment Teamsinvestment teams will rate each investment based on our “Internal Risk Ratings”. For more information on the Internal Risk Ratings of our portfolio, see Part II, Item 7 of this Form 10-K “Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Portfolio and Investment Activity.”


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The Investment Teamsinvestment teams monitor and, when appropriate, change the investment ratings assigned to each investment in the Company’sour portfolio. Each Investment Teaminvestment team reviews the investment ratings in connection with monthly and quarterly portfolio reviews. In addition, the Investment Teamsinvestment teams employ what they believe is a proactive monitoring approach as illustrated in the chart below:

Daily/ weeklyMonthlyQuarterlyOngoing
•    Weekly Joint Investment Team pipeline meeting
•    Investment Team meeting as required
•    Review news stories on borrowers/industries and market data via news wires and email alerts
•    Assess potential covenant defaults
•    Upgrades/downgrades of internal risk ratings evaluated by deal teams and senior management as information is learned
•    Monthly meetings to discuss Management Notice and Watchlist Investments
•    Evaluate internal risk rating
•    Credit Surveillance Reports and/or Portfolio Review Templates updated monthly or quarterly following review of financials
•    Conduct analysis of company results, industry trends, key ratios, and liquidity
•    Senior management review of portfolio level metrics and trends
•    Deals covered in portfolio review depend on internal risk rating with downgraded Senior Loansenior loan investments and all Junior Capital Investmentsjunior capital investments reviewed each quarter
•    Review quarterly financials and compliance certificates
•    Complete portfolio valuations
•    Compare financials to prior year, budget, and the Base Case
•    Evaluate cushion to breakeven cash flow and covenant default levels
•    Review and confirmation of internal risk rating
•    Amendments and waivers negotiated, approved, documented, and closed by deal team
•    Conduct calls with agent, sponsor, and borrower as needed
•    Junior Capital Investment Team attends advisory board meetings to the extent they have observation rights
•    Monitor ESG risks, concerns and opportunities

Use of Leverage


The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. We may borrow money from time to time if immediately after such borrowing, the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, is at least 150%. This means that we generally can borrow up to $2 for every $1 of investor equity. See “Regulation as a Business Development Company — Senior Securities; Coverage Ratio” for more information regarding the foregoing and other regulatory considerations.

In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time subject to the limits of the 1940 Act. In addition, we may dedicate assets to financing facilities.

We currently have in place two special purpose vehicle asset credit facilities (the “Wells Fargo Financing Facility” and the “SMBC Financing Facility”), a revolving credit facility (the “Revolving Credit Facility” and together with the Wells Fargo Financing Facility and the SMBC Financing Facility, the “Financing Facilities”), and two term debt securitizations (the “2022 Debt Securitization” and “2023 Debt Securitization”) and in the future may enter into additional credit facilities and term debt securitizations. We also had in place a revolving credit facility with a borrowing base calculated based on our unfunded capital commitments (the “Subscription Facility”). The Subscription Facility expired on September 8, 2023. For more information on our Financing Facilities and the 2022 and 2023 Debt Securitizations, see Note 6 to the consolidated financial statements in Part II, Item 8 of this Form 10-K.













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Environmental, Social and Governance Policies


Churchill has a formalestablished an environmental, social and governance ("ESG") policy.policy for its investment program. Churchill is focused on delivering attractive risk-adjusted returns to its clients, including the Company, while upholding the highest ethical standards, including certain ESG factors, throughout its origination, underwriting and portfolio management processes. Churchill's ESG policy requires that it evaluate ESG-related risks that have the potential to damage a company’s operations and reputation, and perform an analysis of the issuer’s operating history to determine whether such risks are managed to minimize defaults that could give rise to investment losses. Pursuant to the ESG policy, Churchill’s investment teams apply a set of criteria against each investment opportunity through the use of an ESG rating template, the output of which is included in the materials presented to and reviewed by the applicable investment committee underwriting the investment opportunity. The ESG rating template used by Churchill requires an assessment of the materiality of ESG-related risks, review of ‘high-risk’ business activities that may violate applicable underwriting standards, and a management assessment. Using a proprietary ESG methodology, the template rates individual issuers based on its perceived management of ESG risk relative to peers. Post-investment, the ESG policy requires the relevant investment teams to conduct reviews with company management to discuss any ESG-related issues that have arisen. Any such issues are discussed and considered by the Churchill investment teams during periodic portfolio review meetings in order to perform an ongoing risk assessment.
Churchill’s ESG policy is updated as needed to reflect changing practices and industry standards.





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The consideration of ESG factors as part of Churchill’s underwriting and portfolio management process, however, does not mean that the Company will pursue a specific ESG investment strategy or that a portfolio company will be selected solely on the basis of ESG factors. Churchill may make investment decisions for the Company other than on the basis of ESG considerations.
Competition

The Company’sOur primary competitors in acquiringproviding credit investments into middle market companies include other BDCs, public and private funds, CLOs, commercial and investment banks, other middle market asset managers and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of the Company’sour potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than those available to the Company.us. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than those of the Company,ours, which could allow them to consider a wider variety of investments and establish more relationships than those established by each of our investment teams. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do. We may lose investment opportunities if we do not match our competitors’ pricing, terms or structure. If we are forced to match our competitors’ pricing, terms or structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant part of our competitive advantage stems from the Investment Teams.fact that the market for investments in middle market private U.S. companies is underserved by traditional commercial banks and other financial sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. Furthermore, many of our competitors have greater experience operating under, or are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC. There cannot be any assurance that the competitive pressures faced by the Companyus will not have a material adverse effect on its business, financial condition and results of operations. See “Risk Factors – We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses” for further information.

Human Resource Capital
We do not have any employees and do not expect to have any employees. We depend on the investment expertise, skill and network of business contacts of the senior investment professionals of our Sub-Adviser, Churchill, who source, evaluate, negotiate, structure, execute, monitor and service our investments in accordance with the terms of the CAM Sub-Advisory Agreement.
Emerging Growth Company

We are an emerging growth company as defined in the JOBS Act and we are eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). We expect to remain an emerging growth company for up to five years following the completion of our initial public offering (“IPO”)IPO or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues equalsequal or exceeds $1.07exceed $1.235 billion, (ii) December 31 of the fiscal year that we become a “large accelerated filer” as defined in Rule 12b-2 under the 1934Exchange Act which would occur if the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period. In addition, we will take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, Actas amended (the “Securities Act”) for complying with new or revised accounting standards.


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The Private Offering

Pursuant to aBeginning with our initial closing in March 2020, we have conducted private offeringofferings of our shares of common stock (the "Private Offering"),to accredited investors. As of January 15, 2024, as a result of these private offerings, we are offering shareshad received an aggregate of our common stock to “accredited investors” as defined in Rule 501(a) of Regulation D promulgated underapproximately $906.4 million from such private offerings. Following the 1933 Act in reliance on exemptions from the registration requirements of the 1933 Act. There will befinal drawdown notice dated December 21, 2023 and due January 5, 2024, we had no limit on the number of shares or the amount ofundrawn capital raised in connection with the Private Offering. Each investor will make a capital commitment to purchase shares of our common stock pursuant to a subscription agreement entered into with us. At each closing in the Private Offering, investors will be required to purchase additional Shares up to the amount of their respective unfunded capital commitments. 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.

Potential Liquidity Options

Subject to approval by the Board, the Company may seek an Exchange Listing and may complete an IPO in connection with such Exchange Listing. If the Company is unable to complete an Exchange Listing within five years of the Initial Closing, subject to up to two one-year extensions in the discretion of the Board, the Company will use commercially reasonable efforts to wind down or liquidate pursuant to the procedures set forth in the Charter and Bylaws.

commitments remaining.
Regulation as a Business Development Company

We have elected to be regulated as a BDC under the 1940 Act. The following discussion is1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters and requires that a general summarymajority of the material prohibitions and descriptions governing BDCs generally. It doesdirectors be persons other than “interested persons,” as that term is defined in the 1940 Act.
In addition, the 1940 Act provides that we may not purportchange the nature of our business so as to cease to be, or to withdraw our election as, a complete descriptionBDC unless approved by “a majority of allour outstanding voting securities” as defined in the 1940 Act. A majority of the lawsoutstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company. We do not anticipate any substantial change in the nature of our business.
We are not generally able to issue and regulations affecting BDCs.sell our common stock at a price below NAV per share. We may, however, issue and sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current NAV of our common stock if (1) our board of directors determines that such sale is in our best interests and the best interests of our shareholders, and (2) our shareholders approved our policy and practice of making such sales within the preceding 12 months. In any such case, the price at which our securities are to be issued and sold may not be less than a price which, in the determination of our board of directors, closely approximates the market value of such securities. At a special meeting of shareholders held on December 15, 2023, our shareholders authorized us, subject to the approval of our Board, to sell or otherwise issue shares of our common stock during the next year at a price below our NAV per share, subject to certain conditions set forth in the proxy statement relating to the special meeting of shareholders. The authorization is effective until December 15, 2024.

We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our independent directors and, in some cases, prior approval by the SEC.
We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. We also do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these limits, except for registered money market funds, we generally cannot acquire more than 3% of the voting stock of any registered investment company, invest more than 5% of the value of our total assets in the securities of one investment company, or invest more than 10% of the value of our total assets in the securities of more than one investment company. With regard to that portion of our portfolio invested in securities issued by investment companies, if any, it should be noted that such investments might subject our shareholders to additional expenses as they will be indirectly responsible for the costs and expenses of such companies. None of our investment policies are fundamental, and thus may be changed without shareholder approval.
Qualifying Assets. Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as “qualifying assets,” unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’sBDC’s total assets. The principal categories of qualifying assets relevant to the Company’s business are any of the following:
(1)Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC.Securities and Exchange Commission (the "SEC"). An eligible portfolio company is defined in the 1940 Act as any issuer which:
(a)is organized under the laws of, and has its principal place of business in, the United States;

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(b)is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and
(c)satisfies any of the following:
(i)does not have any class of securities that is traded on a national securities exchange;

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(ii)has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million;
(iii)is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or
(iv)is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million; 
(2)Securities of any eligible portfolio company controlled by the Company;
(3)Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements;
(4)Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and the Company already owns 60% of the outstanding equity of the eligible portfolio company;
(5)Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities; or
(6)Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.
In addition, a BDC must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.

Control, as defined by the 1940 Act, is presumed to exist where a BDC beneficially owns more than 25% of the outstanding voting securities of the portfolio company, but may exist in other circumstances based on the facts and circumstances.
Significant Managerial Assistance.A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described above. A BDC must also offer to make available to the issuer of the qualifying assets significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participation in board and management meetings, consulting with and advising a portfolio company’s officers or other organizational or financial guidance. The Administrator or its affiliate provides such services on our behalf to portfolio companies that accept our offer of managerial assistance.

Temporary Investments. Pending investment in other types of qualifying assets, as described above, the Company’sour investments can consist of cash, cash equivalents, U.S. government securities or high quality debt securities maturing in one year or less from the time of investment, which are referred to herein, collectively, as temporary investments, so that 70% of the Company’sour assets would be qualifying assets. We may invest in highly rated commercial paper, U.S. Government agency notes, U.S. Treasury bills or in repurchase agreements relating to such securities that are fully collateralized by cash or securities issued by the U.S. government or its agencies.

Issuance of Warrants, Options or Rights. Under the 1940 Act, a BDC is subject to restrictions on the issuance, terms and amount of warrants, options or rights to purchase shares of capital stock that it may have outstanding at any time. Under the 1940 Act, we may generally only offer warrants provided that (i) the warrants expire by their terms within ten years, (ii) the exercise or conversion price is not less than the current market value at the date of issuance, (iii) shareholders authorize the proposal to issue such warrants, and our Board approves such issuance on the basis that the issuance is in our best interests and the shareholders best interests and (iv) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants, as well as options and rights, at the time of issuance may not exceed 25% of our outstanding voting securities. In particular, the amount of sharescapital stock that would result from the conversion or exercise of all outstanding warrants, options or rights to purchase sharescapital stock cannot exceed 25% of the BDC’s total outstanding shares.shares of capital stock.


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Senior Securities; Asset Coverage Ratio. The Company isWe are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our Sharescommon stock if immediately after such borrowing or issuance, the ratio of our asset coverage, as defined in the 1940 Act,total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, is at least equal to 150% (i.e., we can borrow $2 for every $1 of equity), if certain requirements are met. In connection with the organization of the Company, the Board and TIAA (as the Company’s initial shareholder) authorized the Company to adopt the 150% Asset Coverage Ratio.


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. In addition, while certain types ofany senior securities remain outstanding, the Companywe will be required to make provisions to prohibit the payment of any dividend distribution to our shareholders or the repurchase of such Sharessecurities or shares unless we meet the applicable Asset Coverage Ratioasset coverage ratio requirement at the time of the dividend distribution or repurchase. The CompanyWe also will also be permitted to borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes, which borrowings would not be considered senior securities. The Company’sOur borrowings, whether for temporary purposes or otherwise, are subject to the asset coverage requirements of sectionSection 61(a)(1)(2) of the 1940 Act.

We currently have in place a revolving credit facility (the “Subscription Facility”) and two special purpose vehicle asset credit facilities (the “SPV I Financing Facility,” and the “SPV II Financing Facility,” respectively), and in the future may enter into additional credit facilities. For more information on our credit facilities see Note 5 to the consolidated financial statements in Part II, Item 8 of this Form 10-K.

Code of Ethics. The CompanyWe and each of the Advisers are each subject to a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, respectively, that establishes procedures for personal investments and restricts certain personal securities transactions by the Company’sour officers and the Adviser’s employees. The Company hasWe have also adopted a separate code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions by the Company’sour independent directors. Individuals subject to these codes are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held by the Company,us, so long as such investments are made in accordance with such code’s requirements. You may obtain copies of these codes of ethics by e-mailing our Adviser at Investor.relations@churchillam.com,NCDL-IR@churchillam.com, or by writing to our Adviser at Investor Relations c/o Churchill Asset Management, 430375 Park Avenue, 14th9th Floor, New York, NY 10022.10152. The code of ethics is also available on the EDGAR database on the SEC’s Internet site at http://www.sec.gov. You may also obtain copies of the code of ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

Affiliated Transactions. The Company may be prohibited under the 1940 Act from conducting certain transactions with its affiliates without the prior approval of our independent directors and, in some cases, the prior approval of the SEC.

The Company expects to co-invest on a concurrent basis with other affiliates of the Company and the Advisers, unless doing so would be impermissible under existing regulatory guidance, applicable regulations, the terms of any exemptive relief granted to the Company and its affiliates, and the allocation procedures of Churchill. On June 7, 2019, the Advisers, the Company, and certain other funds and accounts sponsored or managed by either of the Advisers and/or their affiliates were granted an order (the “Order”) that permits the Company greater flexibility thanto co-invest in portfolio companies with certain funds and entities managed by the Advisers or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, permitssubject to negotiate the terms of co-investments if the Board determines that it would be advantageous for the Company to co-invest with other accounts sponsored or managed by eitherconditions of the Advisers or their respective affiliates in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

Order. The Company believes that the ability to co-invest with similar investment structures and accounts sponsored or managed by either of the Advisers and their affiliates will provide additional investment opportunities and the ability to achieve greater diversification. UnderPursuant to the termsOrder, we are permitted to co-invest with our affiliates if a ‘‘required majority’’ (as defined in Section 57(o) of the Order, a majority1940 Act) of the Company’sour independent directors are required to make certain determinationsconclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the proposedpotential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Companyus and the Company’sour shareholders and do not involve overreaching in respect of the Companyus or the Company’sour shareholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of the Company’sour shareholders and is consistent with the Company’sour then-current investment strategiesobjective and policies.strategies. The Board will regularly review the allocation policy of Churchill.

In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the “Temporary Relief”), the Company was permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in our existing portfolio companies with certain affiliates that are private funds if such private funds did not hold an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such follow-on investments with us unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the Temporary Relief expired on December 31, 2020, the SEC’s Division of Investment Management had indicated that until March 31, 2022, it would not recommend enforcement action, to the extent that any BDC with an existing co-investment order continues to engage in certain transactions described in the Temporary Relief, pursuant to the same terms and conditions described therein. The conditional exemptive order is no longer effective; however, on October 14, 2022, the SEC granted the Company’s request to amend the Order to make the Temporary Relief permanent for the Company and permit the Company to continue to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds did not hold an investment in such existing portfolio company.
Other. The Company will be periodically examined by the SEC for compliance with the 1940 Act, and be subject to the periodic reporting and related requirements of the 1934Exchange Act.


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The Company is also required to provide and maintain a bond issued by a reputable fidelity insurance company to insure against larceny and embezzlement. Furthermore, as a BDC, the Company is prohibited from protecting any director or officer against any liability to shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

The Company is also required to designate a chief compliance officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.


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The Company is not permitted to change the nature of its business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of its outstanding voting securities. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (i) 67% or more of such company’s shares present at a meeting if more than 50% of the outstanding shares of such company are present or represented by proxy, or (ii) more than 50% of the outstanding shares of such company.

Proxy Voting Policies and Procedures

The Board has delegated the responsibility for voting proxies relating to portfolio securities held by the Company to the Adviser, and has approved the delegation of such responsibility from the Adviser to Churchill, and has directed Churchill to vote proxies relating to portfolio securities held by the Company consistent with the duties and procedures set forth in Churchill’s policies and procedures. Churchill may retain one or more vendors to review, monitor and recommend how to vote proxies in a manner consistent with the duties and procedures set forth in such policies and procedures, to ensure that such proxies are voted on a timely basis and to provide reporting and/or record retention services in connection with proxy voting for the Company.

Churchill acts as a fiduciary of the Company and must vote proxies in a manner consistent with the best interestinterests of the Company and its shareholders. In discharging this fiduciary duty, Churchill must maintain and adhere to its policies and procedures for addressing conflicts of interest and must vote proxies in a manner substantially consistent with its policies, procedures and guidelines, as presented to the Board.

Any actual or potential conflicts of interest between the Company and Churchill arising from the proxy voting process will be addressed by the application of Churchill’s proxy voting procedures. In the event Churchill determines that a conflict of interest cannot be resolved under Churchill’s proxy voting procedures, Churchill is responsible for notifying the Board or the Audit Committee of such irreconcilable conflict of interest and assisting the Board or the Audit Committee with any actions it determines are necessary.

Proxy Policies

Churchill will vote all proxies relating to our portfolio securities in the best interest of our shareholders. Churchill reviews on a case-by-case basis each proposal submitted to a shareholder vote to determine its impact on the portfolio securities held by the Company. Although Churchill will generally vote against proposals that may have a negative impact on our clients’ portfolio securities, Churchill may vote for such a proposal if there exist compelling long-term reasons to do so. Churchill will abstain from voting only in unusual circumstances and where there is a compelling reason to do so. Churchill may retain one or more vendors to review, monitor and recommend how to vote proxies in a manner consistent with the duties and procedures set forth in its policies and procedures, to ensure that such proxies are voted on a timely basis and to provide reporting and/or record retention services in connection with proxy voting for the Company.

Churchill’s proxy voting decisions are made by members of the applicable Investment Team who are responsible for monitoring each of our investments. Any actual or potential conflicts of interest between the Company and Churchill arising from the proxy voting process will be addressed by the application of the Churchill’s proxy voting procedures. In the event Churchill determines that a conflict of interest cannot be resolved under Churchill’s proxy voting procedures, Churchill will be responsible for notifying the Board or the audit committee of the Board of such irreconcilable conflict of interest and assisting the Board or the audit committee of the Board with any actions it determines are necessary.

Proxy Voting Records

You may obtain information about how Churchill voted proxies by making a written request for proxy voting information to: Nuveen Churchill Direct Lending Corp., 430375 Park Avenue, 14th9th Floor, New York, NY 10022,10152, Attention: Chief Compliance Officer, Thomas GrenvilleJohn D. McCally or by emailing our investor relations team at NCDL-IR@churchillam.com.

Other
We expect to be periodically examined by the SEC for compliance with the 1940 Act and the Exchange Act, and are subject to the periodic reporting and related requirements of the Exchange Act.

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We are also required to provide and maintain a bond issued by a reputable fidelity insurance company to protect against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to our shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

We are also required to designate a chief compliance officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.

We intend to operate as a non-diversified management investment company; however, we are currently and may, from time to time, in the future, be considered a diversified management investment company pursuant to the definitions set forth in the 1940 Act.

Privacy Policy

The following information is provided to help investors understand what personal information the Company collects, how the Company protects that information and why, in certain cases, the Company may share information with select other parties.

In order to provide you with individualized service, the Company collects certain nonpublic personal information about you from information you provide on your subscription agreement or other forms (such as your address and social security number), and information about your account transactions with the Company (such as purchases of Sharesour shares and account balances). The Company may also collect such information through your account inquiries by mail, email, telephone, or web site.


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The Company does not disclose any nonpublic personal information about you to anyone, except as permitted by law. Specifically, so that the Company, the Advisers and their affiliates may continue to offer services that best meet your investing needs, the Company may disclose the information we collect, as described above, to companies that perform administrative or marketing services on behalf of the Company, such as transfer agents, or printers and mailers that assist us in the distribution of investor materials. These companies will use this information only for the services for which they have been hired, and are not permitted to use or share this information for any other purpose.

We will continue to adhere to the privacy policies and practices described in this notice if you no longer hold Sharesour shares of the Company.

The Company and the Advisers maintain internal security procedures to restrict access to your personal and account information to those officers and employees who need to know that information to service your account. The Company maintains physical, electronic and procedural safeguards to protect your nonpublic personal information.

Reporting Obligations

We furnish our shareholders with annual reports containing audited financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law. We are required to comply with all periodic reporting, proxy solicitation and other applicable requirements under the 1934Exchange Act.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, as well as reports on Forms 3, 4 and 5 regarding directors, officers or 10% beneficial owners of us, filed or furnished pursuant to section 13(a), 15(d) or 16(a) of the Exchange Act, are available free of charge by contacting the Adviser at: 430375 Park Avenue, 14th9th Floor, New York, NY 10022.10152. Shareholders and the public may also view any materials we file with the SEC on the SEC’s website (http://www.sec.gov)(www.sec.gov).

Summary Risk Factors

The following is a summary of the principal risks that an investor should carefully consider before investing in our Shares:

We are subject to risks related to our business and structure.
•The Company has a limited operating history.
•We depend upon the senior management of Churchill for our success, and upon its access to the investment professionals of Nuveen and its affiliates.
•There may be conflicts related to the investment and related activities of TIAA, Nuveen and Churchill.
•The recommendations given to us by our Investment Adviser may differ from those rendered to its other clients.
•The Investment Adviser’s liability is limited under the Investment Management Agreement, and we have agreed to indemnify the Investment Adviser against certain liabilities, which may lead the Investment Adviser to act in a riskier manner than it would when acting for its own account.
•We do not expect to replicate the historical performance of other entities managed or supported by Churchill.
•There is uncertainty as to the value of our portfolio investments because most of our investments are, and may continue to be in private companies and recorded at fair value. In addition, the fair values of our investments are determined by our Board in accordance with our valuation policy.
•Our ability to enter into transactions with our affiliates is restricted, which may limit the scope of investments available to us.
•Our management and incentive fee structure may create incentives for Churchill and certain of its investment professionals that are not fully aligned with the interests of our shareholders.
•We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.
•We will be subject to corporate-level U.S. federal income tax if we are unable to qualify or maintain qualification as a RIC under Subchapter M of the Code.
•Regulations governing our operation as a BDC affect our ability to and the way in which we raise additional capital.
•There are significant financial and other resources necessary to comply with the requirements of being an SEC reporting entity.
•We may borrow money, which could magnify the potential for gain or loss on amounts invested in us and increase the risk of investing in us.

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•Our portfolio may be exposed to risks associated with changes in interest rates.
•We may experience fluctuations in our quarterly operating results.
•Global economic, political and market conditions may adversely affect our business or cause us to alter our business strategy.
•We are currently operating in a period of significant market disruption and economic uncertainty.
•Any public health emergency, including the COVID-19 pandemic or any outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on the fair value of our investments or the conduct of our business.
•The current period of capital markets disruption and economic uncertainty may make it difficult to obtain new indebtedness and any failure to do so could have a material adverse effect on our business, financial condition or results of operations.
•The Board may change our investment objective, operating policies and strategies without prior notice or Shareholder approval, the effects of which may be adverse.
•The failure of cybersecurity protection systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning, could impair our ability to conduct business effectively.
•Our access to confidential information may restrict our ability to take action with respect to some of our investments, which, in turn, may negatively affect our results of operations.
We are subject to risks related to our operations.
•Economic recessions or downturns could impair our portfolio companies and harm our operating results.
•Market conditions have materially and adversely affected debt and equity capital markets in the United States and around the world.
•We intend to invest in middle-market, privately owned companies, which may present a greater risk of loss than loans to larger companies.
•We may be subject to risks associated with our investments in Senior Loans, unitranche secured loans and securities, junior debt securities, “covenant-lite” loans and equity-related securities.
•The lack of liquidity in our investments may adversely affect our business.
•Our portfolio may be exposed in part to one or more specific industries, which may subject us to a risk of significant loss in a particular investment or investments if there is a downturn in that particular industry.
•We will be a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited by the 1940 Act with respect to the proportion of our assets that may be invested in securities of a single issuer.
•We may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies, enter into bankruptcy proceedings.
•Defaults by our portfolio companies will harm our operating results.
We are subject to risks related to an investment in our Shares.
•There is currently no public market for our Shares, and the liquidity of your investment is limited.
•If the current period of capital market disruption and instability continues for an extended period of time, there is a risk that investors in our equity securities may not receive distributions consistent with historical levels or at all or that our distributions may not grow over time and a portion of our distributions may be a return of capital.
•We may choose to pay a portion of our dividends in our own stock, in which case you may be required to pay U.S. federal income taxes in excess of the cash you receive.
•Investing in our Shares may involve an above-average degree of risk.
•There are restrictions on the ability of holders of our Shares to transfer such Shares in excess of the restrictions typically associated with a private offering of securities under Regulation D and other exemptions from registration under the Securities Act, and these restrictions could limit the liquidity of an investment in our Shares and the price at which holders may be able to sell the Shares.

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Taxation as a RIC

Regulated Investment Company
We have elected, to be treated, and intend to continuequalify annually thereafter, to qualify annually,be treated as a RIC for U.S. federal income tax purposes under Subchapter M of the Code. As a RIC, we generally dowill not havebe subject to pay corporate-level U.S. federal income taxestax on any net ordinary income or capital gains that we timely distribute to our shareholders as dividends. Rather, dividends distributed by us generally will be taxable to our shareholders, and any net operating losses, foreign tax credits and other tax attributes of ours generally will not pass through to our shareholders, subject to certain exceptions and special rules for certain items such as net capital gains and qualified dividend income recognized by us.
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements.requirements (as described below). In addition, to be eligible to be taxed as a RIC, we generally must timely distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our net ordinary taxable income plus the excess of realized net short-term capital gains over realized net long-term capital losses (the “Annual Distribution Requirement”). The following discussion assumes that we qualify as a RIC and have satisfied the Annual Distribution Requirement.


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If the Company:
•qualifies as a RIC; and
•satisfies the Annual Distribution Requirement,
then we arewill not be subject to U.S. federal income tax on the portion of our net taxable income we distributethat is timely distributed (or areis deemed to distribute)be timely distributed) to shareholders.our shareholders as dividends. We arewill be subject to U.S. federal income tax at regular corporate rates on anythe portion of our income or capital gainsthat is not timely distributed (or deemed distributed) to our shareholders.shareholders..

In addition, ifWe will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we fail to distribute in a timely manner each calendar year an amount at least equal to at least the sum of (1) 98% of our net ordinary income for theeach calendar year, (2) 98.2% of our 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 ordinary income and net capital gain that we recognized in preceding years, but were not distributed during such yearyears and on which we paid nodid not pay U.S. federal income tax (the “Excise Tax Distribution Requirements”Avoidance Requirement”),. While we are liable for a 4%intend to make distributions to our shareholders in each taxable year that will be sufficient to avoid any U.S. federal excise tax on the portion of the undistributed amounts of such incomeour earnings, there can be no assurance that are less than the amounts required towe will be distributed based on the Excise Tax Distribution Requirements. Forsuccessful in entirely avoiding this purpose, however, any ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year is considered to have been distributed by year end (or earlier if estimated taxes are paid). We currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Distribution Requirements.

tax.
In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:
•continue to qualify as a BDC under the 1940 Act at all times during each taxable year;
•derive in each taxable year at least 90% of gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale or other taxable disposition of stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships,” or other income derived with respect to the business of investing in such stock or securities (the “90% Income Test”); and
•diversify our holdings so that at the end of each quarter of the taxable year:
◦at least 50% of the value of its assets consists of cash, cash equivalents, U.S. Governmentgovernment securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of its assets or more than 10% of the outstanding voting securities of the issuer; and
◦no more than 25% of the value of its assets is invested in (i) the (i) securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) the securities of one or morecertain “qualified publicly traded partnerships” (the “Diversification Tests”).
TheFor U.S. federal income tax purposes, the Company may be required to recognizeinclude in our taxable income in circumstances in which it doescertain amounts that we have not receiveyet received in cash. For example, if the Company holds debt obligations that are treated under applicable tax rules as having original issue discount ("OID") (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued with warrants), it must include in its taxable income in each year athe portion of the original issue discountOID that accrues over the life of the obligation, regardless of whether cash representing such income is received by the Company in the same taxable year. The Company may also have to include in its taxable income other amounts that it has not yet received in cash, such as PIK interest andaccruals on a contingent payment debt instrument or deferred loan origination fees that are paid after origination of the loan.loan or are paid in non-cash compensation such as warrants or stock. Because any original issue discountOID or other amounts accrued will be included in the Company’s investment company taxable income for the year of accrual and before the Company receives any corresponding cash payments, it may be required to make a distribution to shareholders in order to satisfy the Annual Distribution Requirement, even though it willwould not have received theany corresponding cash amount.payment.

Accordingly, to enable us to satisfy the Annual Distribution Requirement, we may need to sell some of our assets at times and/or at prices that we would not consider advantageous, we may need to raise additional equity or debt capital or we may need to forego new investment opportunities or otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business). If we are unable to obtain cash from other sources to enable us to satisfy the Annual Distribution Requirement, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to U.S. federal income tax at corporate rates (and any applicable state and local taxes).
We may be prevented by financial covenants contained in our debt financing agreements, if any, from making distributions to our shareholders. In addition, under the 1940 Act, we are generally not permitted to make distributions to our shareholders while our debt obligations and other senior securities are outstanding unless certain "asset coverage" tests are met. Limits on distributions to our shareholders may prevent us from satisfying the Annual Distribution Requirement and, therefore, may jeopardize our qualification for taxation as a RIC or subject us to the 4% U.S. federal excise tax.


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Although the Company does not presently expect to do so, it is authorized towe may borrow funds toand sell assets and to make taxable distributions of its Shares and debt securities in order to make distributions to our shareholders that are sufficient for us to satisfy distribution requirements. Thethe Annual Distribution Requirement. However, the Company’s ability to dispose of assets to meet distribution requirements may be limited by (i) the illiquid nature of its portfolio and/or (ii) other requirements relating to its status as a RIC, including the Diversification Tests. If the Company disposes of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, it may make such dispositions at times that, from an investment standpoint, are not advantageous. If the Company is unable to obtain cash from other sources to satisfy the Annual Distribution Requirement, it may fail to qualify for tax treatment as a RIC and become subject to tax as an ordinary corporation.

Under the 1940 Act, the Company is not permitted to make distributions to our shareholders while debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. If the Company is prohibited from making distributions, it may fail to qualify for tax treatment as a RIC and become subject to tax as an ordinary corporation.

Certain of the Company’s investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things: (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions; (ii) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary income; (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause the Company to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities is deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that will not be qualifying income for purposes of the 90% Income Test described above. The Company will monitor its transactions and may make certain tax decisions in order to mitigate the potential adverse effect of these provisions.

A RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus the excess of net short-term capital gains over net long-term capital losses). If Company expenses in a given year exceed investment company taxable income, the Company would experience a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years. In addition, expenses can be used only to offset investment company taxable income, not net capital gain. Due to these limits on the deductibility of expenses, the Company may, for tax purposes, have aggregate taxable income for several years that it is required to distribute and that is taxable to shareholders even if such income is greater than the aggregate net income it actually earned during those years. Such required distributions may be made from cash assets or by liquidation of investments, if necessary. The Company may realize gains or losses from such liquidations. In the event the Company realizes net capital gains from such transactions, a shareholder may receive a larger capital gain distribution than it would have received in the absence of such transactions.

Failure to Qualify as a RIC

If we fail to qualify for treatment as a RIC, we will be subject to U.S. federal income tax on all of our taxable income at regular corporate rates (and also will be subject to any applicable state and local taxes), regardless of whether we make any distributions to our shareholders. If we have qualified as RIC and then we subsequently fail to satisfy the Company were90% Income Test or the Diversification Tests for any taxable year or quarter of such taxable year, we may nevertheless continue to become unablequalify as a RIC for such year if certain relief provisions of the Code apply (which may, among other things, require us to pay certain U.S. federal income taxes at corporate rates or to dispose of certain assets). If we fail to qualify for treatment as a RIC and certain ameliorationsuch relief provisions aredo not applicable, the Company wouldapply to us, we will be subject to U.S. federal income tax on all of itsour taxable income (including net capital gains) at regular corporate rates. The Companyrates (and also will be subject to any applicable state and local taxes), regardless of whether we make any distributions to our shareholders. In any taxable year that we do not qualify as a RIC, distributions would not be able to deductrequired and, if distributions to shareholders, norwere made, any such distributions would distributions be required to be made. Distributions, including distributions of net long-term capital gains, would generally be taxable to our shareholders as ordinary dividend income to the extent of the Company’sour current and accumulated earnings and profits. Subject to certain holding period requirements and other limitations under the Code, corporate shareholders would be eligibleany such distributions to claim a dividend received deduction with respect to such dividend; non-corporate shareholders would generally be able to treat such dividendsmay qualify as “qualified dividend income,” which is"qualified dividends" that are subject to reduced rates of U.S. federal income tax.tax at a rate of 20%, and corporate distributees may be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the shareholder’s adjusted tax basis, and any remaining distributions would be treated as a capital gain. In orderThe term “return of capital” merely means distributions in excess of our earnings and as such may constitute a return on an investor's individual investments and does not mean a return on capital..
Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the non-qualifying year, we could be subject to U.S. federal income tax on any unrealized net built-in gains in addition to the other requirements discussed above, the Company would be required to distribute all previously undistributed earnings attributable toassets held by us during the period itin which we failed to qualify as a RIC bythat are recognized during the end of the first year that it intends to requalify as a RIC. If the Company fails to requalifyfive-year period after our requalification as a RIC, forunless we made a period greater than two taxable years, it may be subjectspecial election to regularpay U.S. federal income tax at corporate taxrates on any netsuch built-in gains with respect to certain assets (i.e.,gain at the excesstime of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Company had been liquidated) that the Company elects to recognize onour qualification or requalification or when recognized over the next five years.as a RIC.



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ITEM 1A. RISK FACTORS

You should carefully consider these risk factors, together with all of the other information included in this annual reportAnnual Report on Form 10-K and the other reports and documents filed by us with the SEC. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment. The risk factors described below are the principal risk factors associated with an investment in us as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.

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Risks Related to the Company’s Business and Structure


The Company hasfollowing is a limited operating history.

The Company began investment operations in Marchsummary of 2020, and, as a result, has limited operating history and financial information on which investors can evaluatethe principal risk factors associated with an investment in the Shares or prior performance. As a result, weCompany. Further details regarding each risk included in the below summary list can be found further below.

We are subject to therisks related to our business risks and uncertainties associated with recently formed businesses, including the risk that we will not achieve our investment objective and the value of a shareholder’s investment could decline substantially or become worthless.structure.


•We depend upon the senior management of Churchill for our success, and upon its access to the investment professionals of Nuveen and its affiliates.

•There may be conflicts related to obligations that senior investment professionals of Churchill and members of its investment committee have to other clients. There may be conflicts related to the investment and related activities of TIAA, Nuveen and Churchill.
•The recommendations given to us by Churchill may differ from those rendered to its other clients.
•Our management and incentive fee structure may create incentives for Churchill and certain of its investment professionals that are not fully aligned with the interests of our shareholders.
•Our ability to enter into transactions with our affiliates is restricted, which may limit the scope of investments available to us.
•We will be subject to U.S. federal income tax at corporate rates if we are unable to qualify or maintain qualification as a RIC under Subchapter M of the Code.
•Regulations governing our operation as a BDC affect our ability to and the way in which we raise additional capital.
•We are exposed to risks associated with changes in interest rates.
•Many of our portfolio investments will be recorded at fair value as determined in good faith by the Adviser, and, as a result, there may be uncertainty as to the value of our portfolio investments.
•We may experience fluctuations in our quarterly operating results.
•Global economic, political and market conditions may adversely affect our business or cause us to alter our business strategy.
•We are currently operating in a period of significant market disruption and economic uncertainty, which may have a negative impact on our business, financial condition and operations.
•New or modified laws or regulations governing our operations could adversely affect our business.
•The failure of cybersecurity protection systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning, could impair our ability to conduct business effectively.

We are subject to risks related to our operations.

•Economic recessions or downturns could impair our portfolio companies and harm our operating results.
•We intend to invest in middle market, privately owned companies, which may present a greater risk of loss than loans to larger companies.
•We may be subject to risks associated with our investments in Senior Loans, unitranche secured loans and securities, junior debt securities, “covenant-lite” loans and equity-related securities.
•The lack of liquidity in our investments may adversely affect our business.
•Defaults by our portfolio companies will harm our operating results.

We are subject to risks related to an investment in our shares.

•Purchases of our shares of common stock by us under the Company 10b5-1 Plan may result in the price of our shares of common stock being higher than the price might otherwise exist in the open market and may result in dilution in our NAV per share.
•Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.


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Risks Related to our Business and Structure

We are currently operating in a period of significant market disruption and economic uncertainty, which may have a negative impact on our business, financial condition and operations. An extended disruption in the capital markets and the credit markets could negatively affect our business.

From time to time, capital markets may experience periods of disruption and instability. The U.S. capital markets have experienced extreme volatility and disruption following the global outbreak of COVID-19 that began in December 2019, the conflict between Russia and Ukraine that began in late February 2022 and the ongoing war in the Middle East. Even after the COVID-19 pandemic subsided, the U.S. economy, as well as most other major economies, have continued to experience unpredictable economic conditions, and we anticipate our businesses would be materially and adversely affected by any prolonged economic downturn or recession in the United States and other major markets. In addition, disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets.

The current economic conditions have resulted in an adverse impact on the ability of lenders to originate loans, the volume and type of loans originated, the ability of borrowers to make payments and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by the Company and returns to the Company, among other things. The U.S. credit markets (in particular for middle market loans) have experienced the following, among other things: (i) increased draws by borrowers on revolving lines of credit and other financing instruments; (ii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans and increased uses of PIK features; and (iii) greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues.

These conditions and future market disruptions and/or illiquidity could have an adverse effect on our (and our portfolio companies’) business, financial condition, results of operations and cash flows. Ongoing unfavorable economic conditions may increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to our portfolio companies and/or us. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our operating results and the fair values of our debt and equity investments. We may have to access, if available, alternative markets for debt and equity capital, and a severe disruption in the global financial markets, deterioration in credit and financing conditions, continued increase in interest rates or uncertainty regarding U.S. government spending and deficit levels or other global economic conditions could have a material adverse effect on our business, financial condition and results of operations.

While we intend to continue to source and invest in new loan transactions to U.S. middle market companies, we cannot be certain that we will be able to do so successfully or consistently. A lack of suitable investment opportunities may impair our ability to make new investments, and may negatively impact our earnings and result in decreased dividends to our shareholders.

If current economic conditions continue for an extended period of time, loan delinquencies, loan non-accruals, problem assets, and bankruptcies may increase. In addition, collateral for our loans may decline in value, which could cause loan losses to increase and the net worth and liquidity of loan guarantors could decline, impairing their ability to honor commitments to us. An increase in loan delinquencies and non-accruals or a decrease in loan collateral and guarantor net worth could result in increased costs and reduced income which would have a material adverse effect on our business, financial condition or results of operations. We continue to observe supply chain interruptions, labor difficulties, commodity inflation and elements of economic and financial market instability both globally and in the United States.

We will need to raise additional capital in the future in order to continue to make investments in accordance with our business and investing strategy and to pursue new business opportunities. Ongoing disruptive conditions in the financial industry and the impact of new legislation in response to those conditions could restrict our business operations and could adversely impact our results of operations and financial condition.

In addition, we are required to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our shareholders to qualify for the tax benefits available to RICs. As a result, these earnings will not be available to fund new investments. An inability to access the capital markets successfully could limit our ability to grow our business and execute our business strategy fully and could decrease our earnings, if any, which may have a material adverse effect on our business, results of operations and financial performance.

We cannot be certain as to the duration or magnitude of the ongoing economic condition in the markets in which we and our portfolio companies operate and corresponding declines in economic activity that may negatively impact the U.S. economy and the markets for the various types of goods and services provided by U.S. middle market companies. Depending on the duration,

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magnitude and severity of these conditions and their related economic and market impacts, certain of our portfolio companies may suffer declines in earnings and could experience financial distress, which could cause them to default on their financial obligations to us and their other lenders. In consideration of these and related factors, we have downgraded our internal ratings with respect to certain companies and may make additional downgrades with respect to other portfolio companies in the future as conditions warrant and new information becomes available.

Our financial condition and results of operations depend on our ability to manage our business effectively.

Our ability to achieve our investment objective and grow depends on our ability to manage our business. This depends, in turn, on the ability of Churchill to identify, invest in and monitor companies that meet our investment criteria. The achievement of our investment objective depends upon Churchill’s execution of our investment process, their ability to provide competent, attentive and efficient services to us and, to a lesser extent, our access to financing on acceptable terms. Churchill has substantial responsibilities under the CAM Sub-Advisory Agreement. The origination professionals and other personnel of Churchill and its affiliates may be called upon to provide managerial assistance to our portfolio companies. These activities may distract them or slow our rate of investment. Any failure to manage our business and our future growth effectively could have a material adverse effect on our business, financial condition and results of operations. Our results of operations depend on many factors, including the availability of opportunities for investment, readily accessible short and long-term funding alternatives in the financial markets and economic conditions. Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies, it could negatively impact our ability to pay dividends or other distributions and you may lose all or part of your investment.

We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.

We compete with a number of specialty and commercial finance companies to make the types of investments that we make in middle market companies, including BDCs, traditional commercial banks, private investment funds, regional banking institutions, small business investment companies, investment banks and insurance companies. Additionally, with increased competition for investment opportunities, alternative investment vehicles such as hedge funds may seek to invest in areas they have not traditionally invested in or from which they had withdrawn during the economic downturn, including investing in middle market companies. As a result, competition for investments in middle market companies has intensified, and we expect that trend to continue. Certain of our existing and potential competitors are large and may have greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we are forced to match our competitors’ pricing, terms and structure, however, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss.

Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or the source of income, asset diversification and distribution requirements we must satisfy to obtain and maintain our RIC tax treatment. The competitive pressures we face may have a material adverse effect on our business, financial condition and results of operations. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objective.

Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies, which may, in turn, impact the valuation of such portfolio companies.

Certain of our portfolio companies may be impacted by inflation, which may, in turn, impact the valuation of such portfolio companies. If such portfolio companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and their ability to pay interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.

We are exposed to risks associated with changes in interest rates.

Because we have borrowed and intend to continue to borrow money to make investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. Since March 2022, the Federal Reserve has been rapidly raising interest rates and has indicated that it may consider additional rate hikes in response to ongoing inflation concerns. An increase in interest rates could decrease the value of any investments we hold

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which earn fixed interest rates and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in shares of our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common stock. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. It is possible that the Federal Reserve's tightening cycle could also result in a recession in the United States, which could have a material adverse effect on our business, results of operations and financial condition.

In the current and future periods of rising interest rates, to the extent we borrow money subject to a floating interest rate (such as under the Wells Fargo Financing Facility, the SMBC Financing Facility and the Revolving Credit Facility), our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum (or “floor”) interest rates, while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may temporarily increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner if market rates remain lower than the existing floor rate.

If interest rates continue to rise, there is also a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.

The alternative reference rates that have replaced LIBOR in our credit arrangements and other financial instruments may not yield the same or similar economic results as LIBOR over the life of such transactions.

LIBOR is an index rate that historically was widely used in lending transactions and was a common reference rate for setting the floating interest rate on private loans. LIBOR was typically the reference rate used in floating-rate loans extended to our portfolio companies.

The ICE Benchmark Administration (“IBA”) (the entity that is responsible for calculating LIBOR) ceased providing overnight, one, three, six and twelve months USD LIBOR tenors on June 30, 2023. In addition, the United Kingdom's Financial Conduct Authority (“FCA"), which oversees the IBA, now prohibits entities supervised by the FCA from using LIBOR, including USD LIBOR, except in very limited circumstances.

In the United States, the Secured Overnight Reference Financing Rate (“SOFR”) is the preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. SOFR is published by the Federal Reserve Bank of New York each U.S. Government Securities Business Day, for transactions made on the immediately preceding U.S. Government Securities Business Day. Alternative reference rates that may replace LIBOR, including SOFR for USD transactions, may not yield the same or similar economic results as LIBOR over the lives of such transactions.

As of the date hereof, all of our loans that referenced LIBOR have been amended to reference the forward-looking term rate published by CME Group Benchmark Administration Limited based on the secured overnight financing rate (“CME Term SOFR”). CME Term SOFR rates are forward-looking rates that are derived by compounding projected overnight SOFR rates over one, three, and six months taking into account the values of multiple consecutive, executed, one-month and three-month CME Group traded SOFR futures contracts and, in some cases, over-the-counter SOFR Overnight Indexed Swaps as an indicator of CME Term SOFR reference rate values. CME Term SOFR and the inputs on which it is based are derived from SOFR. Because CME Term SOFR is a relatively new market rate, there will likely be no established trading market for credit agreements or other financial instruments when they are issued, and an established market may never develop or may not be liquid. Market terms for instruments referencing CME Term SOFR rates may be lower than those of later-issued CME Term SOFR indexed instruments. Similarly, if CME Term SOFR does not prove to be widely used, the trading price of instruments referencing CME Term SOFR may be lower than those of instruments indexed to indices that are more widely used.

There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in loans referencing SOFR. If the manner in which SOFR or CME Term SOFR is calculated is changed, that change may result in a reduction of the amount of interest payable on such loans and the trading prices of the SOFR Loans. In addition, there can be no guarantee that loans referencing SOFR or CME Term SOFR will continue to reference those rates until maturity or that, in the future, our loans will reference benchmark rates other than CME Term SOFR. Should any of these events

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occur, our loans, and the yield generated thereby, could be affected. Specifically, the anticipated yield on our loans may not be fully realized and our loans may be subject to increased pricing volatility and market risk.

We may experience fluctuations in our quarterly operating results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire, the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

The effect of global climate change may impact the operations and valuation of our portfolio companies.

Climate change creates physical and financial risk and some of our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition through, for example, decreased revenues, which may, in turn, impact the valuation of such portfolio companies. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions.

In December 2015, the United Nations adopted a climate accord (the “Paris Agreement”), which the United States rejoined in 2021, with the long-term goal of limiting global warming and the short-term goal of significantly reducing greenhouse gas emissions. Additionally, the Inflation Reduction Act of 2022 included several measures designed to combat climate change, including restrictions on methane emissions. As a result, some of our portfolio companies may become subject to new or strengthened regulations or legislation, which could increase their operating costs and/or decrease their revenues, which may, in turn, impact their ability to make payments on our investments.

Environmental, social and governance factors may adversely affect our business or cause us to alter our business strategy.

Our business faces increasing public scrutiny related to ESG activities. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency and considering ESG factors in our investment processes. Additionally, we risk damage to our brand and reputation if Churchill fails to originate, underwrite and manage assets on our behalf consistent with its ESG policy. Adverse incidents with respect to ESG activities could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect our business.

Downgrades of the U.S. credit rating, impending automatic spending cuts or government shutdowns could negatively impact our liquidity, financial condition and earnings.

U.S. debt ceiling and budget deficit concerns have increased the possibility of credit-rating downgrades or a recession in the United States. U.S. lawmakers have passed legislation to raise the federal debt ceiling on multiple occasions, including, most recently, in June 2023, which suspended the debt ceiling through early 2025 unless Congress takes legislative action to further extend or defer it. Despite taking action to suspend the debt ceiling, ratings agencies have threatened to lower the long-term sovereign credit rating on the United States, including Fitch downgrading the U.S. government’s long-term rating from AAA to AA+ in August 2023 and Moody’s lowering the U.S. government’s credit rating outlook from “stable” to “negative” in November 2023.

The impact of the increased debt ceiling and/or downgrades to the U.S. government’s sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. Absent further quantitative easing by the Federal Reserve, these developments could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. In addition, disagreement over the federal budget has caused the U.S. federal government to shut down for periods of time, and may lead to additional shutdowns in the future. Continued adverse political and economic conditions could have a material adverse effect on our business, financial condition and results of operations.

Global economic, political and market conditions, including BREXIT, may adversely affect our business or cause us to alter our business strategy.

The current worldwide financial market situation, as well as various social and political tensions in the United States and around the world, may contribute to increased market volatility, may have long-term effects on the U.S. and worldwide financial markets, and

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may cause economic uncertainties or deterioration in the United States and worldwide. The U.S. and global capital markets experienced extreme volatility and disruption during the economic downturn that began in mid-2007, and the U.S. economy was in a recession for several consecutive calendar quarters during the same period. In 2010, a financial crisis emerged in Europe, triggered by high budget deficits and rising direct and contingent sovereign debt, which created concerns about the ability of certain nations to continue to service their sovereign debt obligations. Risks resulting from such debt crisis, including any austerity measures taken in exchange for bailout of certain nations, and any future debt crisis in Europe or any similar crisis elsewhere could have a detrimental impact on the global economic recovery, sovereign and non-sovereign debt in certain countries and the financial condition of financial institutions generally.

On January 31, 2020, the United Kingdom ended its membership in the European Union, referred to as Brexit. Following the termination of a transition period, the United Kingdom and the European Union entered into a trade and cooperation agreement to govern the future relationship between the parties, which was provisionally applied as of January 1, 2021 and entered into force on May 1, 2021 following ratification by the European Union. With respect to financial services, the agreement leaves decisions on equivalence and adequacy to be determined by each of the United Kingdom and the European Union unilaterally in due course. Such agreement is untested and could lead to ongoing political and economic uncertainty and periods of exacerbated volatility in both the United Kingdom and in wider European and global markets for some time. In addition, on December 24, 2020, the European Union and United Kingdom governments signed a trade deal that became provisionally effective on January 1, 2021 and that now governs the relationship between the United Kingdom and the European Union (the “Trade Agreement”). The Trade Agreement implements significant regulation around trade, transport of goods and travel restrictions between the United Kingdom and the European Union.

Notwithstanding the foregoing, the longer term economic, legal, political and social implications of Brexit are unclear at this stage and are likely to continue to lead to ongoing political and economic uncertainty and periods of increased volatility in both the United Kingdom and in wider European markets for some time. In particular, Brexit could lead to calls for similar referendums in other European Union jurisdictions, which could cause increased economic volatility in the European and global markets. This mid- to long-term uncertainty could have adverse effects on the economy generally and on our ability to earn attractive returns. In particular, currency volatility could mean that our returns are adversely affected by market movements and could make it more difficult, or more expensive, for us to execute prudent currency hedging policies.

New or modified laws or regulations governing our operations could adversely affect our business.

We and our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, could change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations and interpretations could also come into effect. Any such new or changed laws or regulations could have a material adverse effect on our business, and political uncertainty could increase regulatory uncertainty in the near term.

The effects of legislative and regulatory proposals directed at the financial services industry or affecting taxation, could negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of our business and could be subject to civil fines and criminal penalties.

We invest in securities of issuers that are subject to governmental and non-governmental regulations, including by federal and state regulators and various self-regulatory organizations. Companies participating in regulated activities could incur significant costs to comply with these laws and regulations. If a company in which we invest fails to comply with an applicable regulatory regime, it could be subject to fines, injunctions, operating restrictions or criminal prosecution, any of which could materially and adversely affect the value of our investment.

Additionally, changes to the laws and regulations governing our operations, including those associated with RICs, could cause us to alter our investment strategy in order to avail ourselves of new or different opportunities or result in the imposition of U.S. federal income taxes on us. Such changes could result in material differences to our strategies and plans and could shift our investment focus from the areas of expertise of Churchill to other types of investments in which Churchill may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of an investment in us. If we invest in commodity interests in the future, the Adviser could determine not to use investment strategies that trigger additional regulation by the U.S. Commodity Futures Trading Commission (“CFTC”) or could determine to operate subject to CFTC regulation, if applicable. If we or the Advisers were to operate subject to CFTC regulation, we could incur additional expenses and would be subject to additional regulation.

Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation.

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While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.

We cannot predict how new tax legislation will affect us, our Advisers, our investments, or our shareholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. The Biden Administration has proposed significant changes to the existing U.S. tax rules, and there are a number of proposals in Congress that would similarly modify the existing U.S. tax rules. The likelihood of any such legislation being enacted is uncertain, but new legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could have adverse consequences, including significantly and negatively affect our ability to qualify for tax treatment as a RIC or otherwise impact the U.S. federal income tax consequences applicable to us and our investors. Investors are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our shares.

Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, negatively impact us.

There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. The current U.S. presidential administration, along with the U.S. Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn could negatively impact us.

The Board may change our investment objective, operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse.

Our Board has the authority, except as otherwise prohibited by the 1940 Act or the Maryland General Corporation Law (“MGCL”), to modify or waive certain of our operating policies and strategies without prior notice and without shareholder approval. However, absent shareholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results and the price value of our shares. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions.

Terrorist attacks, acts of war, global health emergencies or natural disasters may affect any market for our shares, impact the businesses in which we invest and harm our business, operating results and financial condition.

Terrorist acts, acts of war, global health emergencies or natural disasters may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Future terrorist activities, military or security operations, global health emergencies or natural disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks, global health emergencies and natural disasters are generally uninsurable.

In late February 2022, Russia launched a large scale military attack on Ukraine. The invasion significantly amplified already existing geopolitical tensions among Russia, Ukraine, Europe, NATO and the West, including the United States. In response to the ongoing military action by Russia, various countries, including the United States, the United Kingdom, and European Union issued broad-ranging economic sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications (“SWIFT”), the electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. Additional sanctions may be imposed in the future. Such sanctions (and any future sanctions) and other actions against Russia may adversely impact, among other things, the Russian economy and various sectors of the economy, including but not limited to, financials, energy, metals and mining, engineering and defense and defense-related materials sectors;

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result in a decline in the value and liquidity of Russian securities; result in boycotts, tariffs, and purchasing and financing restrictions on Russia’s government, companies and certain individuals; weaken the value of the ruble; downgrade the country’s credit rating; freeze Russian securities and/or funds invested in prohibited assets and impair the ability to trade in Russian securities and/or other assets; and have other adverse consequences on the Russian government, economy, companies and region. Further, several large corporations and U.S. states have announced plans to divest interests or otherwise curtail business dealings with certain Russian businesses.

In addition, the recent outbreak of hostilities in the Middle East and escalating tensions in the region may create volatility and disruption of global markets.

The ramifications of the hostilities and sanctions, however, may not be limited to Russia and the Middle East and Russian and Middle Eastern companies, respectively, but may spill over to and negatively impact other regional and global economic markets (including Europe and the United States), companies in other countries (particularly those that have done business with Russia) and on various sectors, industries and markets for securities and commodities globally, such as oil and natural gas. Accordingly, the actions discussed above and the potential for a wider conflict could increase financial market volatility, cause severe negative effects on regional and global economic markets, industries, and companies and have a negative effect on the Company’s investments and performance, which may, in turn, impact the valuation of such portfolio companies. In addition, parties in such conflicts may take retaliatory actions and other countermeasures, including cyberattacks and espionage against other countries and companies around the world, which may negatively impact such countries and the companies in which we invest. The extent and duration of the military action or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted. These and any related events could have a significant impact on our performance and the value of an investment in us.

The failure of cybersecurity protection systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning, could impair our ability to conduct business effectively.

We, and others in our industry, are the targets of malicious cyber activity, which we work hard to prevent. A successful cyber-attack, whether perpetrated by criminal or state-sponsored actors, against us or our service providers, or an accidental disclosure of non-public information, could have an adverse effect on our ability to conduct business and on our results of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or destroy data. If a significant number of our managers were unavailable in the event of a disaster, our ability to effectively conduct our business could be severely compromised.

The Advisers and third-party service providers with which we do business depend heavily upon computer systems to perform necessary business functions. Despite the implementation of a variety of security measures, computer systems could be subject to unauthorized access, acquisition, use, alteration, or destruction, such as from the insertion of malware (including ransomware), physical and electronic break-ins or unauthorized tampering. The Advisers may experience threats to their data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, personal and other information processed and stored in, and transmitted through, the Advisers’ computer systems and networks, or otherwise cause interruptions or malfunctions in operations, which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory enforcement action and penalties and/or customer dissatisfaction or loss.

Third parties with which we do business are sources of cybersecurity or other technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information, as well as customer, counterparty, employee and borrower information. Cybersecurity failures or breaches by our Advisers and other service providers (including, but not limited to, accountants, custodians, transfer agents and administrators), and the issuers of securities in which we invest, also have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with our ability to calculate its NAV, impediments to trading, the inability of our shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputation damages, reimbursement of other compensation costs, or additional compliance costs. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, acquisition, use, alteration or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.

Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In addition, we may be required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. Currently, we are covered under TIAA’s insurance policy relating to cybersecurity risks; however, we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are not fully insured.

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We and our service providers may be impacted by operating restrictions, which may include requiring employees to continue to work from remote locations. Policies of extended periods of remote working, whether by us or our service providers, could strain technology resources, introduce operational risks and otherwise heighten the risks described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit weaknesses in a remote work environment. Accordingly, the risks described above are heightened under current conditions, which may continue for an unknown duration.

Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.

The financial markets recently have encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks that may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted and others may be materially and adversely impacted as the banking sector volatility situation continues to evolve. Our business is dependent on bank relationships, including small and regional banks,and we are proactively monitoring the financial health of bankswith which we (or our portfolio companies) do or may in the future do business. To the extent that our portfolio companies work with banks that are negatively impacted by the foregoing, such portfolio companies’ ability to access their own cash, cash equivalents and investments may be threatened. In addition, such affected portfolio companies may not be able to enter into new banking arrangements or credit facilities, or receive the benefits of their existing banking arrangements or facilities. Any such developments could harm our business, financial condition, and operating results, and prevent us from fully implementing our investment plan. Continued strain on the banking system may adversely impact our business, financial condition and results of operations.

If the Advisers or the Administrator are unable to maintain the availability of their electronic data systems and safeguard the security of their data, their and our ability to conduct business may be compromised, which could impair liquidity, disrupt business, damage their and our reputation and cause losses.

Cybersecurity refers to the combination of technologies, processes, and procedures established to protect information technology systems and data from unauthorized access, attack, or damage. We, the Advisers, and the Administrator are subject to cybersecurity risks. Information cybersecurity risks have significantly increased in recent years and, while we, the Advisers and the Administrator have not experienced any material losses relating to cyber-attacks or other information security breaches, we could suffer such losses in the future. The Advisers’ and the Administrator’s computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code, network failures, computer and technology failures, infiltration by unauthorized persons and other security breaches, usage errors by their respective professionals or service providers, or other events that could have a security impact. If one or more of such events occur, this potentially could jeopardize confidential and other information, including nonpublic personal information relating to shareholders (and their beneficial owners) and sensitive business data (including material nonpublic information of our portfolio companies), processed and stored in, and transmitted through, the Advisers’ and the Administrator’s computer systems and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our customers or counterparties. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. This could result in significant losses, reputational damage, litigation, regulatory fines or penalties, or otherwise adversely affect our business, financial condition or results of operations and the business, financial condition or results of operations of the Advisers, the Administrator and their affiliates. Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In the future, the Advisers, the Administrator and our portfolio companies may be required to expend significant additional resources to modify their protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. In addition, we, the Advisers and the Administrator may be subject to litigation and financial losses that are not fully insured.

Third parties with which we, the Advisers, the Administrator, and our portfolio companies do business also may be sources of cybersecurity or other technological risks. We outsource certain functions, and these relationships allow for the storage and processing of our information, as well as customer, counterparty, employee and borrower information. While we, the Advisers, the Administrator, and our portfolio companies engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. Further, the continued remote working conditions initially resulting from the COVID-19 pandemic have heightened ours and our portfolio companies' vulnerability to a cybersecurity risk or incident.


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We may incur lender liability as a result of our lending activities.

In recent years, a number of judicial decisions have upheld the right of borrowers and others to sue lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. We may be subject to allegations of lender liability, which could be time-consuming and expensive to defend and result in significant liability.

We may incur liability as a result of providing managerial assistance to our portfolio companies.

In the course of providing significant managerial assistance to certain portfolio companies, certain of our management and directors may serve as directors on the boards of such companies. To the extent that litigation arises out of investments in these companies, our management and directors may be named as defendants in such litigation, which could result in an expenditure of our funds, through our indemnification of such officers and directors, and the diversion of management time and resources.

Churchill may not be able to achieve the same or similar returns as those achieved by our senior management and investment personnel while they were employed at prior positions.

The track record and achievements of the senior investment professionals of Churchill are not necessarily indicative of future results that will be achieved by Churchill. As a result, Churchill may not be able to achieve the same or similar returns as those previously achieved by the senior investment professionals of Churchill.

Soft dollars and research received and conducted on our behalf will be shared by others.

We may bear more or less of the costs of soft dollar or other research than other clients of Churchill, Nuveen Asset Management and each of their respective affiliates who benefit from such products or services. These research products or services may and will also benefit and be used to assist other clients of Churchill and its affiliates. Research generated for Churchill’s credit strategy on our behalf will be used to benefit other investment strategies of Churchill and its affiliates, including NC SLF Inc., Nuveen Churchill Private Capital Income Fund, and other funds and accounts that Churchill manages. Furthermore, Churchill’s implementation of a credit strategy on our behalf will rely on its affiliates’ research efforts to manage the client/fund portfolios of such affiliates.

There are significant financial and other resources necessary to comply with the requirements of being an SEC reporting entity.

As a public entity, we are subject to the reporting requirements of the Exchange Act and requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting, which are discussed below. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls, significant resources and management oversight will be required. We have implemented procedures, processes, policies and practices for the purpose of addressing such standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We expect to incur significant additional annual expenses related to these steps and, among other things, directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, additional administrative expenses payable to the Administrator to compensate them for hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses.

We will incur additional reporting obligations after we cease to be an “emerging growth company” under the JOBS Act.

The systems and resources necessary to comply with public company reporting requirements will increase further once we cease to be an “emerging growth company” under the JOBS Act. As long as we remain an emerging growth company, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will remain an emerging growth company for up to five years following the consummation of our IPO, which closed on January 29, 2024, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues equal or exceeds $1.235 billion, (ii) December 31 of the fiscal year that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act which would occur if the market value of our shares that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months and have filed an annual report on Form 10-K, (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period or (iv) December 31 of the fiscal year following the fifth anniversary of the consummation of our IPO.

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Efforts to comply with Section 404 of the Sarbanes-Oxley Act will involve significant expenditures, and noncompliance with Section 404 of the Sarbanes-Oxley Act may adversely affect us.

We are required to report on our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are required to review on an annual basis our internal controls over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal controls over financial reporting. As a result, we incur additional expenses that may negatively impact our financial performance. This process also may result in a diversion of management’s time and attention. We cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations, and we may not be able to ensure that the process is effective or that our internal controls over financial reporting is or will be effective in a timely manner. In the event that we are unable to maintain or achieve compliance with Section 404 of the Sarbanes-Oxley Act and related rules, we may be adversely affected.

Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting until the date on which we are a “large accelerated filer” or an “accelerated filer.” Because we do not currently have comprehensive documentation of our internal controls and have not yet tested our internal controls, as required by Section 404(b), we cannot conclude in accordance with Section 404 that we do not have a material weakness in our internal controls or a combination of significant deficiencies that could result in the conclusion that we have a material weakness in our internal controls. As a publicly reporting entity, we will be required to complete our initial assessment in a timely manner. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our operations, financial reporting or financial results could be adversely affected. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC, violations of the NYSE listing rules, and result in a breach of the covenants under the agreements governing any of our financing arrangements. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements could also suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us and lead to a decline in the market price of our shares.

Risks Related to Our Operations and Investments

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

Many of our portfolio companies will be susceptible to economic slowdowns or recessions, including as a result of, among other things, the COVID-19 pandemic, elevated levels of inflation, and a rising interest rate environment, and may be unable to repay our loans during these periods. Therefore, any non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may decrease the value of collateral securing some of our loans and the value of our equity investments and could lead to financial losses in our portfolio and a corresponding decrease in revenues, net income and assets.

Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing our investments and harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of its loans and foreclosure on its assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. It is possible that we could become subject to a lender liability claim, including as a result of actions taken if we or Churchill renders significant managerial assistance to the borrower. Furthermore, if one of our portfolio companies were to file for bankruptcy protection, even though we may have structured our investment as senior secured debt, depending on the facts and circumstances, including the extent to which we or Churchill provided managerial assistance to that portfolio company or otherwise exercise control over it, a bankruptcy court might re-characterize our debt as a form of equity and subordinate all or a portion of our claim to claims of other creditors.

Market conditions have materially and adversely affected debt and equity capital markets in the United States and around the world.

In the past, the global capital markets experienced periods of disruption resulting in increasing spreads between the yields realized on riskier debt securities and those realized on securities perceived as being risk-free and a lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector relating to subprime mortgages and the re-pricing of credit risk in the broadly syndicated market. These events, along with the deterioration of the housing market, illiquid market conditions, declining

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business and consumer confidence and the failure of major financial institutions in the United States, led to a general decline in economic conditions. This economic decline materially and adversely affected the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and to financial firms in particular. If such a period of disruption were to occur in the future, to the extent that we wish to use debt to fund our investments, the debt capital that will be available to us, if at all, may be at a higher cost, and on terms and conditions that may be less favorable, than what we expect, which could negatively affect our financial performance and results. A prolonged period of market illiquidity may cause us to reduce the volume of loans we originate and/or fund below historical levels and adversely affect the value of our portfolio investments, which could have a material and adverse effect on our business, financial condition, and results of operations. The spread between the yields realized on riskier debt securities and those realized on securities perceived as being risk-free has remained narrow on a relative basis recently. If these spreads were to widen or if there were deterioration of market conditions, these events could materially and adversely affect our business.

Our investments in leveraged portfolio companies may be risky, and we could lose all or part of our investment.

Investment in leveraged companies involves a number of significant risks. Leveraged companies in which we invest may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold. Such developments may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees that we may have obtained in connection with our investment. In addition, our junior secured loans are generally subordinated to senior loans. As such, other creditors may rank senior to us in the event of an insolvency.

We typically invest in middle market, privately owned companies, which may present a greater risk of loss than loans to larger companies.

We invest in loans to middle market, privately owned companies. Compared to larger, publicly traded firms, these companies generally have more limited access to capital and higher funding costs, may be in a weaker financial position and may need more capital to expand, compete and operate their business. In addition, many of these companies may be unable to obtain financing from public capital markets or from traditional sources, such as commercial banks. Accordingly, loans made to these types of borrowers may entail higher risks than loans made to companies that have larger businesses, greater financial resources or are otherwise able to access traditional credit sources on more attractive terms.

Investing in middle market, privately owned companies involves a number of significant risks, including, but not limited to, that middle market companies:

•may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
•are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;
•typically have more limited access to the capital markets, which may hinder their ability to refinance borrowings;
•will be unable to refinance or repay at maturity the unamortized loan balance as we structure our loans such that a significant balance remains due at maturity;
•generally have less predictable operating results, may be particularly vulnerable to changes in customer preferences or market conditions, and may depend on one or a limited number of major customers;
•may be parties to litigation from time to time, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and
•generally have less publicly available information about their businesses, operations and financial condition, and, if we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and may lose all or part of our investment.

Any of these factors or changes thereto could impair a portfolio company’s financial condition, results of operation, cash flow or result in other adverse events, such as bankruptcy, any of which could limit a portfolio company’s ability to make scheduled payments on loans from us. This, in turn, may lead to their inability to make payments on outstanding borrowings, which could result in losses in our loan portfolio and a decrease in our net interest income and book value.

We are subject to risks associated with our investments in senior loans.

We invest in senior loans, which are usually rated below investment grade or also may be unrated. As a result, the risks associated with senior loans may be considered by credit rating agencies to be similar to the risks of below investment grade fixed-income instruments. Investment in senior loans rated below investment grade is considered speculative because of the credit risk of the

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company incurring the indebtedness. Such companies are more likely than investment grade issuers to default on their payments of interest and principal owed to us, and such defaults could have a material adverse effect on our performance. An economic downturn would generally lead to a higher non-payment rate, and a senior loan may lose significant market value before a default occurs. Moreover, any specific collateral used to secure a senior loans may decline in value or become illiquid, which would adversely affect the senior loan’s value.

There may be less readily available and reliable information about most senior loans than is the case for many other types of securities, including securities issued in transactions registered under the Securities Act or registered under the Exchange Act. As a result, Churchill will rely primarily on its own evaluation of a borrower’s credit quality rather than on any available independent sources. Therefore, we will be particularly dependent on the analytical abilities of Churchill.

In general, the secondary trading market for senior secured loans is not well developed. No active trading market may exist for certain senior loans, which may make it difficult to value them. Illiquidity and adverse market conditions may mean that we may not be able to sell senior loans quickly or at a fair price. To the extent that a secondary market does exist for certain senior loans, the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.

We are subject to risks associated with our investments and trading of liquid assets, including broadly syndicated loans.

From time to time, we may invest in liquid assets, such as broadly syndicated loans, high yield bonds, structured finance securities, shares of investment companies and other instruments that may be traded in public or institutional financial markets and have a readily available market value. These investments may expose us to various risks, including with respect to liquidity, price volatility, interest rate risk, ability to restructure in the event of distress, credit risks and less protective issuing documentation, than is the case with the private middle market loans that comprise the majority of our investment portfolio.Certain of theseinstruments may be fixed rate assets, thereby exposing us to interest rate risk in the valuation of such investments. Additionally, the financial markets in which these assets may be traded are subject to significant volatility (including due to macroeconomic conditions), which may impact the value of such investments and our ability to sell such instruments without incurring losses. The foregoing may result in volatility in the valuation of our liquid investments (including in any broadly syndicated loans that we invest in), which would, in turn, impact our NAV. Similarly, a sudden and significant increase in market interest rates may increase the risk of payment defaults and cause a decline in the value of these investments and in our NAV. We may sell our liquid investments (including broadly syndicated loans) from time to time in order to generate proceeds for use in our investment program, and we may suffer losses in connection with any such sales, due to the foregoing factors. We may not realize gains from our investments in liquid assets and any gains that we realize may not be sufficient to offset any other losses we experience.

We are subject to risks associated with our investments in junior or subordinated debt securities.

We invest in junior debt securities, which may be subordinated to substantial amounts of a portfolio company’s senior debt, all or a significant portion of which may be secured. Such junior or subordinated investments may be characterized by greater credit risks than those associated with the senior obligations of the same portfolio company. These subordinated securities may not be protected by financial covenants, such as limitations on the incurrence of additional indebtedness, that may apply to certain types of senior secured debt instruments. Holders of junior and subordinated debt generally are not entitled to receive full payments in bankruptcy or liquidation until senior creditors are paid in full. In addition, the remedies available to holders of junior debt are normally limited by restrictions benefiting senior creditors.

In addition, subordinated investments are generally more volatile than secured loans and are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high loan-to-value (“LTV”) ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations. In the event a portfolio company that we invest in on a junior or subordinated basis cannot generate adequate cash flow to meet all of its debt obligations, we may suffer a partial or total loss of capital invested.

We are subject to risks associated with our investments in unitranche secured loans and securities.

We invest in unitranche secured loans, which are a combination of senior secured and junior secured debt in the same facility. Unitranche secured loans provide all of the debt needed to finance a leveraged buyout or other corporate transaction, both senior and junior, but generally in a first-lien position, while the borrower generally pays a blended, uniform interest rate rather than different rates for different tranches. Unitranche secured debt generally requires payments of both principal and interest throughout the life of the loan. Generally, we expect these securities to carry a blended yield that is between senior secured and junior debt interest rates. Unitranche secured loans provide a number of advantages for borrowers, including the following: simplified documentation, greater certainty of execution and reduced decision-making complexity throughout the life of the loan. In some cases, a portion of the total interest may accrue or be paid in kind. Because unitranche secured loans combine characteristics of senior and junior financing,

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unitranche secured loans have risks similar to the risks associated with senior secured and second-lien loans and junior debt in varying degrees according to the combination of loan characteristics of the unitranche secured loan.

We are subject to risks associated with “covenant-lite” loans.

We invest in “covenant-lite” loans, which generally refers to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we are exposed to “covenant-lite” loans, we may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

We are subject to risks associated with syndicated loans.

From time to time, our investments may consist of syndicated loans. Under the documentation for such loans, a financial institution or other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on any collateral on behalf of the other lenders and distributes payments on the indebtedness as they are received. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a majority or two-thirds in commitments and/or principal amount of the associated indebtedness. In most cases, we do not expect to hold a sufficient amount of the indebtedness to be able to compel any actions by the agent. Accordingly, we may be precluded from directing such actions unless we act together with other holders of the indebtedness. If we are unable to direct such actions, we cannot assure you that the actions taken will be in our best interests.

There is a risk that a loan agent may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtedness and actions to realize on proceeds of payments made by obligors that are in the possession or control of any other financial institution. In addition, we may be unable to remove the agent in circumstances in which removal would be in our best interests. Moreover, agented loans typically allow for the agent to resign with certain advance notice.

We may be subject to risks associated with our investments in equity-related securities.

We invest in equity-related securities, such as rights and warrants that may be converted into or exchanged for the issuer’s common stock or the cash value of the issuer’s common stock. The equity interests we hold may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we realize in the disposition of any equity interests may not be sufficient to offset any other losses we experience. We will generally have little, if any, control over the timing of any gains we may realize from our equity investments. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We may be unable to exercise any put rights we acquire, which would grant us the right to sell our equity securities back to the portfolio company, for the consideration provided in its investment documents if the issuer is in financial distress. Additionally, we may make equity or equity-related investments alongside a Senior Loan investment, which may result in conflicts related to the rights of those investments.

The loans we make in portfolio companies may become non-performing.

A loan or debt obligation may become non-performing for a variety of reasons. Such non-performing loans may require substantial workout negotiations or restructuring that may entail, among other things, a substantial reduction in the interest rate, a substantial write-down of the principal amount of the loan and/or the deferral of payments. In addition, such negotiations or restructuring may be quite extensive and protracted over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery. We also may incur additional expenses to the extent that it is required to seek recovery upon a default on a loan or participate in the restructuring of such obligation. The liquidity for defaulted loans may be limited, and, to the extent that defaulted loans are sold, it is highly unlikely that the proceeds from such sale will be equal to the amount of unpaid principal and interest thereon. In connection with any such defaults, workouts or restructuring, although we exercise voting rights with respect to an individual loan, we may not be able to exercise votes in respect of a sufficient percentage of voting rights with respect to such loan to determine the outcome of such vote.

The lack of liquidity in our investments may adversely affect our business.

Generally, all of our assets are invested in illiquid securities, and a substantial portion of our investments in leveraged companies will be subject to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The

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illiquidity of these investments may make it difficult for us to sell such investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded these investments. As a result, we do not expect to achieve liquidity in our investments in the near-term. However, to maintain the election to be regulated as a BDC and qualify as a RIC, we may have to dispose of investments if we do not satisfy one or more of the applicable criteria under the respective regulatory frameworks.

Additionally, the ongoing disruption in economic activity has had, and may continue to have, a negative effect on the potential for liquidity events involving our investments. The illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.

Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our NAV through increased net unrealized depreciation.

We are required to carry our investments at market value or, if no market quotation is readily available, at fair value as determined in good faith by the Adviser as valuation designee. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. We record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in our portfolio. The effect of all of these factors on our portfolio may reduce our NAV by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition and results of operations.

Our portfolio companies may prepay loans, which may reduce stated yields if capital returned cannot be invested in transactions with equal or greater expected yields.

Some of the loans and other investments that we make to our portfolio companies may be callable at any time, and many of them can be repaid with no premium to par. Whether a loan is called will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that allow such company the ability to replace existing financing with less expensive capital. As market conditions change frequently, it is unknown when, and if, this may be possible for each portfolio company. In addition, prepayments may occur at any time, sometimes without premium or penalty, and that the exercise of prepayment rights during periods of declining spreads could cause us to reinvest prepayment proceeds in lower-yielding instruments. In the case of some of these loans, having the loan called early may reduce our achievable yield if the capital returned cannot be invested in transactions with equal or greater expected yields.

We are subject to risks associated with our investments in special situation companies.

We may make investments in companies involved in (or the target of) acquisition attempts or tender offers, or companies involved in spin-offs and similar transactions. In any investment opportunity involving any such type of business enterprise, the transaction in which such business enterprise is involved will either be unsuccessful, take considerable time or result in a distribution of cash or a new security, the value of which will likely be less than the purchase price to us of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not occur, we may be required to sell our investment at a loss. In connection with such transactions, we may purchase securities on a when-issued basis, which means that delivery and payment take place sometime after the date of the commitment to purchase and are often conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, reorganization or debt restructuring. The purchase price and/or interest rate receivable with respect to a when-issued security are typically fixed when we enter into the commitment, but such securities are subject to changes in market value prior to their delivery.

We may be subject to risks associated with our investments in the business services industry.

Portfolio companies in the business services sector are subject to many risks, including the negative impact of regulation, changing technology, a competitive marketplace and difficulty in obtaining financing. Portfolio companies in the business services industry must respond quickly to technological changes and understand the impact of these changes on customers’ preferences. Adverse economic, business, or regulatory developments affecting the business services sector could have a negative impact on the value of our investments in portfolio companies operating in this industry, and therefore could negatively impact our business and results of operations.


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Our investments in the healthcare sector face considerable uncertainties.

Our investments in the healthcare sector are subject to substantial risks. The laws and rules governing the business of healthcare companies and interpretations of those laws and rules are subject to frequent change. Broad latitude is given to the agencies administering those regulations. Existing or future laws and rules could force our portfolio companies engaged in healthcare to change how they do business, restrict revenue, increase costs, change reserve levels and change business practices.

Healthcare companies often must obtain and maintain regulatory approvals to market many of their products, change prices for certain regulated products and consummate some of their acquisitions and divestitures. Delays in obtaining or failing to obtain or maintain these approvals could reduce revenue or increase costs. Policy changes on the local, state and federal level, such as the expansion of the government’s role in the healthcare arena and alternative assessments and tax increases specific to the healthcare industry or healthcare products as part of federal health care reform initiatives, could fundamentally change the dynamics of the healthcare industry.

Any investments in life sciences-related companies may be subject to extensive government regulation, litigation risk and certain other risks particular to that industry.

We invest in life sciences-related companies that may be subject to extensive regulation by federal, state and other foreign agencies. If any of these portfolio companies fail to comply with applicable regulations, they could be subject to significant penalties and claims that could materially and adversely affect their operations. Portfolio companies that produce medical devices or drugs are subject to the expense, delay and uncertainty of the regulatory approval process for their products and, even if approved, these products may not be accepted in the marketplace. In addition, governmental budgetary constraints effecting the regulatory approval process, new laws, regulations or judicial interpretations of existing laws and regulations might adversely affect a portfolio company in this industry.

Life sciences-related portfolio companies also may have a limited number of suppliers of necessary components or a limited number of manufacturers for their products, and therefore face a risk of disruption to their manufacturing process if they are unable to find alternative suppliers when needed. Any of these factors could materially and adversely affect the operations of a life sciences-related portfolio company and, in turn, impair our ability to timely collect principal and interest payments owed to us.

Our investment strategy focuses on technology-related companies, which are subject to many risks, including volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs and periodic downturns.

We invest in technology-related companies, many of which may have narrow product lines and small market shares, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as to general economic downturns. The revenues, income (or losses), and valuations of technology-related companies can and often do fluctuate suddenly and dramatically. In addition, technology-related industries are generally characterized by abrupt business cycles and intense competition. Overcapacity in technology-related industries, together with cyclical economic downturns, may result in substantial decreases in the market capitalization of many technology-related companies. Such decreases in market capitalization may occur again, and any future decreases in technology-related company valuations may be substantial and may not be temporary in nature. Therefore, our portfolio companies may face considerably more risk of loss than do companies in other industry sectors.

Because of rapid technological change, the average selling prices of products and some services provided by technology-related companies have historically decreased over their productive lives. As a result, the average selling prices of products and services offered by technology-related companies may decrease over time, which could adversely affect their operating results, their ability to meet obligations under their debt securities and the value of their equity securities. This could, in turn, materially adversely affect our business, financial condition and results of operations.

A natural disaster also may impact the operations of our portfolio companies, including the technology-related companies in our portfolio. The nature and level of natural disasters cannot be predicted and may be exacerbated by global climate change. Technology-related companies rely on items assembled or produced in areas susceptible to natural disasters, and may sell finished goods into markets susceptible to natural disasters. A major disaster, such as an earthquake, tsunami, flood or other catastrophic event could result in disruption to the business and operations of the technology-related companies in our portfolio.


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We are exposed to risks associated with any OID income and PIK interest required to be included in taxable and accounting income prior to receipt of cash representing such income.

Our investments include OID components and PIK interest or PIK dividend components. We are exposed to risks associated with any OID income and PIK interest, including, but not limited to, the following:

•We must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID or other amounts accrued will be included in investment company taxable income for the year of the accrual, we may be required to make a distribution to our shareholders in order to satisfy our annual distribution requirements, even though we will not have received any corresponding cash amount. As a result, we may have to sell some of our investments at times or at prices that would not be advantageous to us, raise additional debt or equity capital or forgo new investment opportunities.
•OID instruments may create heightened credit risks because the inducement to the borrower to accept higher interest rates in exchange for the deferral of cash payments typically represents, to some extent, speculation on the part of the lender.
•Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation.
•OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of the collateral.
•OID instruments generally represent a significantly higher credit risk than coupon loans.
•OID income received by us may create uncertainty about the source of our cash distributions to shareholders. For accounting purposes, any cash distributions to shareholders representing OID or market discount income are not treated as coming from paid-in capital, even though the cash to pay them comes from the offering proceeds. Thus, although a distribution of OID or market discount interest comes from the cash invested by the shareholders, Section 19(a) of the 1940 Act does not require that shareholders be given notice of this fact by reporting it as a return of capital.
•The deferral of PIK interest has a negative impact on liquidity, as it represents non-cash income that may require distribution of cash dividends to shareholders in order to maintain our RIC tax treatment. In addition, the deferral of PIK interest also increases the LTV ratio at a compounding rate, thus, increasing the risk that we will absorb a loss in the event of foreclosure.
•OID and market discount instruments create the risk of non-refundable incentive fee payments to the Adviser based on non-cash accruals that we may not ultimately realize.

We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited by the 1940 Act with respect to the proportion of our assets that may be invested in securities of a single issuer.

We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Our portfolio may be concentrated in a limited number of portfolio companies and industries. Beyond the asset diversification requirements associated with our qualification as a RIC under the Code, we will not have fixed guidelines for diversification. If we obtain large positions in the securities of a small number of issuers, our NAV is likely to fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of such issuer. We also may be more susceptible to any single economic or regulatory occurrence than a diversified investment company. As a result, the aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment.

We may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies, enter into bankruptcy proceedings.

Leveraged companies may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by a portfolio company may adversely and permanently affect the portfolio company. If the proceeding is converted to a liquidation, the value of the issuer may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. The administrative costs in connection with a bankruptcy proceeding are frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial.


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Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to:

•increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company;
•exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or
•preserve or enhance the value of our initial and overall investment.

We have discretion to make follow-on investments, subject to the availability of capital resources and the limitations of the 1940 Act. Failure on our part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation of a portfolio company. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, prefer other opportunities or are inhibited by compliance with 1940 Act requirements (including our Order) and RIC tax treatment.

We may not be able to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies, which could decrease the value of our investments.

We do not hold controlling equity positions in any of our portfolio companies and do not expect to hold controlling positions in the future. Our debt investments in portfolio companies may provide limited control features such as restrictions, for example, on the ability of a portfolio company to incur additional debt and limitations on a portfolio company’s discretion to use the proceeds of our investment for certain specified purposes. “Control” under the 1940 Act is presumed at more than 25% equity ownership, and also may be present at lower ownership levels where we provide managerial assistance. When we do not acquire a controlling equity position in a portfolio company, we may be subject to the risk that a portfolio company may make business decisions with which we disagree, and that the management and/or shareholders of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity of the debt and equity investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company and may therefore suffer a decrease in the value of our investments.

Defaults by our portfolio companies will harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, the termination of its loans and foreclosure on its assets. This could trigger cross-defaults under other agreements and jeopardize such portfolio company’s ability to meet its repayment and other obligations under the loans and other investments we hold. In addition, many of our investments will likely have a principal amount outstanding at maturity, which could result in a substantial loss to us if the borrower is unable to refinance or repay. We may incur expenses to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company. This process will require time and resources that, if not resolved quickly and efficiently, could negatively impact our operating results.

Our portfolio companies may incur debt that ranks equally with, or senior to, the loans and other investments we make in such portfolio companies.

Although we expect that most of our investments in our portfolio companies will be secured, some investments may be unsecured and subordinated to substantive amounts of senior indebtedness incurred by our portfolio companies. The portfolio companies in which we invest usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest and such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments on our debt investments. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

Additionally, certain loans that we make to portfolio companies may be secured on a second-priority basis by the same collateral securing senior secured debt of such companies. The first-priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first-priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their

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obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second-priority liens after payment in full of all obligations secured by the first-priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second-priority liens, then, to the extent not repaid from the proceeds of the sale of the collateral, we will only have an unsecured claim against the portfolio company’s remaining assets, if any.

The rights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstanding also may be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of such senior debt, including in unitranche transactions. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first-priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first-priority liens:

•the ability to cause the commencement of enforcement proceedings against the collateral;
•the ability to control the conduct of such proceedings;
•the approval of amendments to collateral documents;
•releases of liens on the collateral; and
•waivers of past defaults under collateral documents.

We may not have the ability to control or direct such actions, even if our rights are adversely affected. In addition, a bankruptcy court may choose not to enforce an intercreditor agreement or other agreement with creditors.

The disposition of our investments in private companies may result in contingent liabilities.

We make a number of investments in securities of portfolio companies that are private companies. If we are required or desire to dispose of an investment in a private company, we may be required to make representations about the business and financial affairs of the portfolio company typical of those representations made by an owner in connection with the sale of its business. We also may be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to potential liabilities. These arrangements may result in contingent liabilities that could result in the satisfaction of funding obligations through our return of distributions previously made to us.

We may be unsuccessful in syndicating our co-investments, which may cause us to have more exposure to an investment than was originally intended.

From time to time, we may make an investment with the expectation of offering a portion of our interests therein as a co-investment opportunity to third-party investors. There can be no assurance that we will be successful in syndicating any such co-investment, in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that any syndication will take place on terms and conditions that will be preferable for the Company or that expenses incurred by us with respect to any such syndication will not be substantial. In the event that we are not successful in syndicating any such co-investment, in whole or in part, we may consequently hold a greater concentration and have more exposure in the related investment than initially was intended, which could make us more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. Moreover, an investment by us that is not syndicated to co-investors as originally anticipated could significantly reduce our overall investment returns.

Risks Related to our Advisers and Their Affiliates

We depend upon the senior management of Churchill for our success, and upon the strong referral relationships of Churchill’s investment professionals with financial institutions, sponsors and investment professionals. Any inability of Churchill to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

We do not have any internal management capacity or employees. We depend on the investment expertise, skill and network of business contacts of the senior investment professionals of Churchill, who evaluate, negotiate, structure, execute, monitor and service our investments in accordance with the terms of the CAM Sub-Advisory Agreement.Agreement and the investment professionals of Nuveen Leveraged Finance with respect to our liquid investments. Our success depends to a significant extent on the continued service and coordination of the senior investment professionals of Churchill. These individuals may have other demands on their time now and in the future, and we cannot assure you that they will continue to be actively involved in our management. Each of these individuals is not subject to an employment contract with the Company,us, and the departure of any of these individuals or competing demands on their time in the future could have a material adverse effect on our ability to achieve our investment objective.


Churchill will evaluate, negotiate, structure, close and monitor our investments in accordance with the terms of the Sub-Advisory Agreement. We can offer no assurance, however, that the current senior investment professionals of Churchill will continue to provide investment advice to us. If these individuals do not maintain their existing relationships with Nuveen and its affiliates and do not develop new relationships with other sources of investment opportunities,

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In addition, we may not be able to grow our investment portfolio or achieve our investment objective.

The Joint Investment Committee that oversees our investment activities is comprised of representatives of both Investment Teams. The Joint Investment Committee consists of Messrs. Kencel, Strife and Schwimmer. The loss of any member of the Joint Investment Committee or of other Nuveen senior investment professionals could negatively impact the Company’s ability to achieve its investment objectives and operate as anticipated. This could have a material adverse effect on our financial condition and results of operations.

Our business model depends to a significant extent upon strong referral relationships with financial institutions, sponsors and investment professionals. Any inability of Churchill to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

We depend upon the senior investment professionals of Churchill to maintain their relationships with financial institutions, sponsors and investment professionals, and we rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the senior investment professionals of Churchill fail to maintain such relationships, or to develop new relationships with other sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the senior investment professionals of Churchill have relationships are not obligated to provide us with investment opportunities, and, therefore, we can offer no assurance that these relationships will generate investment opportunities for us in the future.


Our financial conditionChurchill evaluates, negotiates, structures, closes and resultsmonitors our investments in accordance with the terms of operations depend onthe CAM Sub-Advisory Agreement, and Nuveen Asset Management will evaluate, negotiate, structure and monitor investments in accordance with the NAM Sub-Advisory Agreement. We can offer no assurance, however, that the current senior investment professionals of Churchill will continue to provide investment advice to us. If these individuals do not maintain their existing relationships with Nuveen and its affiliates and do not develop new relationships with other sources of investment opportunities, we may not be able to grow our investment portfolio or achieve our investment objective.

The Investment Committee that oversees our investment activities is comprised of representatives of investment teams. The loss of any member of the Investment Committee or of other Churchill or Nuveen senior investment professionals could negatively impact our ability to manage our business effectively.

Our ability to achieve ourits investment objective and grow depends on our ability to manage our business.operate as anticipated. This depends, in turn, on the ability of Churchill to identify, invest in and monitor companies that meet our investment criteria. The achievement of our investment objective depends upon Churchill’s execution of our investment process, their ability to provide competent, attentive and efficient services to us and, to a lesser extent, our access to financing on acceptable terms. Churchill has substantial responsibilities under the Sub-Advisory Agreement. The senior origination professionals and other personnel of Churchill and its affiliates may be called upon to provide managerial assistance to our portfolio companies. These activities may distract them or slow our rate of investment. Any failure to manage our business and our future growth effectively could have a material adverse effect on our business, financial condition and results of operations and prospects. Our results of operations depend on many factors, including the availability of opportunities for investment, readily accessible short and long-term funding alternatives in the financial markets and economic conditions. Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies, it could negatively impact our ability to pay dividends or other distributions and you may lose all or part of your investment.operations.


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There may be conflicts related to obligations that senior investment professionals of Churchillthe Advisers and members of itstheir investment committee have to other clients. There may be conflicts related to the investment and related activities of TIAA and the Advisers and these conflicts could prevent us from making or disposing of certain investments on the terms desired.


The senior investment professionals and members of the investment committee of each Investment Teaminvestment team serve or may serve as officers, directors, members or principals of entities that operate in the same or a related line of business as we do, or of investment funds, accounts or other investment vehicles sponsored or managed by Churchill or its affiliates. Similarly, Churchill may have other clients or other accounts with similar, different or competing investment objectives as us. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in our best interests or in the best interest of our shareholders. For example, Messrs. Kencel, Strife, Linett and Schwimmer have and will continue to have management responsibilities for other investment funds, including NC SLF Inc., a closed-end investment company registered under the 1940 Act, Nuveen Churchill Private Capital Income Fund, a BDC, and other accounts or other investment vehicles sponsored or managed by affiliates of Churchill. Churchill seeks to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with their respective allocation policies. In addition, Churchill or its affiliates mayalso earn additional fees related to the securities in which the Company invests,we invest, which may result in conflicts of interests for the senior investment professionals and members of the investment committee making investment decisions. For example, Churchill and its affiliates may act as an arranger, syndication agent or in a similar capacity with respect to securities in which we invest, where Churchill’s investment staff sources and arranges financing transactions that may be eligible for investment by its client accounts (including us), and in connection therewith commits to source, arrange and issue such financing instruments as may be required by the Company invests, in which caserelated issuer(s). In connection with such sourcing and arranging activity, such issuer(s) agree to pay to Churchill and its affiliates receive compensation fromin the issuersform of closing or arrangement fees, which compensation is paid to them at or immediately prior to the funding of such securities, which compensation would be paid to themfinancing, separately from management fees paid by the Company.us. Additionally, affiliates of Churchill may act as the administrative agent on credit facilities under which such securities are issued, which may contemplate additional compensation to such affiliates for the service of acting as administrative agent thereunder.


Each of Churchill mayand Nuveen Asset Management has separate account, fund-of-one or other managed account arrangements in place with TIAA or subsidiaries thereof. Consistent with their respective investment allocation policies and the Order, Churchill and Nuveen Asset Management also simultaneouslymay be managing certain securities for the Companyus and allocating the same investments on a whole-loan, whole-security basis forto TIAA (or subsidiaries thereof) pursuant to separate engagements,such arrangements, which may lead to conflicts of interest.


As described herein, inIn certain instances, it is possible that other entities managed by Churchill or Nuveen Asset Management or a proprietary account of TIAA may be invested in the same or similar loans or securities as held by the Company,us, and which may be acquired at different times at lower or higher prices. Those investments also may also be in securities or other instruments in different parts of the company’s capital structure that differ significantly from the investments held by the Company,us, including with respect to material terms and conditions, including without limitation seniority, interest rates, dividends, voting rights and participation in liquidation proceeds. Consequently, in certain instances these investments may be in positions or interests whichthat are potentially adverse to those taken or held by the Company.us. In such circumstances, measures will be taken to address such actual or potential conflicts, which may include, as appropriate, establishing an information barrier between or among the applicable personnel of the relevant affiliated entities (including as between officers of Churchill), requiring recusal of certain personnel from participating in decisions that give rise to such conflicts, or other protective measures as shall be established from time to time to address such conflicts.


There may be conflicts related to the investment and related activities of TIAA, Nuveen and Churchill.41



Further, an affiliate of TIAA may serve as the administrative or other named agent on behalf of the lenders with respect to investments by the Companyus and/or one or more of itsour affiliates. In some cases, investments that are originated or otherwise sourced by Churchill may be funded by a loan syndicate organized by Churchill or its affiliate (“Loan Syndicate”).affiliates. The participants in a Loan Syndicatesuch loan syndicate (the “Loan Syndicate Participants”), in addition to the Companyus and itsour affiliates may include other lenders and various institutional and sophisticated investors (through private investment vehicles in which they invest). The entity acting as agent may serve as an agent with respect to loans made at varying levels of a borrower’s capital structure. Loan Syndicate Participants may hold investments in the same or distinct tranches in the loan facilities of which the Portfolio Investmentportfolio investment is a part or in different positions in the capital structure under such Portfolio Investment.portfolio investment. As is typical in such agency arrangements, the agent is the party responsible for administering and enforcing the terms of the loan facility, may take certain actions and make certain decisions in its discretion and generally may take material actions only in accordance with the instructions of a designated percentage of the lenders. In the case of loan facilities that include both senior and subordinate tranches, the agent may take actions in accordance with the instructions of the holders of one or more of the senior tranches without any right to vote or consent (except in certain limited circumstances) by the subordinated tranches of such indebtedness. Churchill expects that the Portfolio Investmentsportfolio investments held by the Companyus and itsour affiliates may represent less than the amount of debt sufficient to direct, initiate or prevent actions with respect to such loan facility or a tranche thereof of which the Company’sour investment is a part (other than preventing those that require the consent of each lender). As a result of an affiliate of TIAA acting as agent for an agented loan where a Loan Syndicate Participant may own more of the related indebtedness of the obligor or hold indebtedness in a position in the capital structure of an obligor different from that of the Companyus and itsour affiliates, such Loan Syndicate Participants will be in a position to exercise more control with respect to the related loan facility than that which Churchill could exercise on behalf of the Company,us, and may exercise such control in a manner adverse to the interests of the Company.our interests.


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In addition, TIAA as advised byand other client accounts of Churchill, in connection with an affiliate of the Advisers,advisory relationship with Churchill, may be a limited partner investor in many of the private equity funds that own the portfolio companies in which the Companywe will invest or TIAA may otherwise have a relationship with the private equity funds or portfolio companies, which may give rise to certain conflicts or limit the Company’sour ability to invest in such portfolio companies. TIAA (and other private clients managed by affiliates of the Advisers)Churchill and its affiliates) also may also hold passive equity co-investments in such private equity funds or portfolio companies owned by such fund, or in holding companies elsewhere in the capital structure of the private equity fund or portfolio company, which may give rise to certain conflicts for the investment professionals of affiliates of the Advisers when making investment decisions.


Nuveen Asset Management may manage certain of our liquid investments pursuant to the NAM Sub-Advisory Agreement. The percentage of our portfolio allocated to the liquid investment strategy managed by Nuveen Asset Management will be at the discretion of Churchill. Nuveen Asset Management may serve as managing member, adviser or sub-adviser to one or more affiliated private funds or other pooled investment vehicles. Investment professionals associated with Nuveen Asset Management are actively involved in other investment activities not concerning us and will not devote all of their professional time to our affairs. For example, Nuveen Asset Management may compete with other affiliates and other accounts for investments for us, subjecting Nuveen Asset Management to certain conflicts of interest in evaluating the suitability of investment opportunities and making or recommending acquisitions on our behalf. In the event that a conflict of interest arises, Nuveen Asset Management will endeavor, so far as it is able, to ensure that such conflict is resolved in a manner consistent with applicable law and its internal policies. There can be no assurance that Nuveen Asset Management will resolve all conflicts of interest in a manner that is favorable to us and any such conflicts of interest could have a material adverse effect on us.

The recommendations that Churchill gives to the Companyus may differ from those rendered to its other clients.


Churchill and its affiliates may give advice and recommend securities to other clients which may differ from advice given to, or securities recommended or bought for, the Companyus even though such other clients’ investment objectives may be similar to the Company’s,us, which could have an adverse effect on our business, financial condition and results of operations.operations.


Each Investment Teaminvestment team or each Investment Committee may, from time to time, possess material nonpublic information, limiting our investment discretion.


The managing members and the senior origination professionals of each Investment Teaminvestment team and the senior professionals and members of each investment committee of Churchill and Nuveen Asset Management may serve as directors of, or in a similar capacity with, companies in which we invest, the securities of which are purchased or sold on our behalf. In the event that material nonpublic information is obtained with respect to such companies, or we become subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations, we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have a material adverse effect on us.


Our management and incentive fee structure may create incentives for Churchill and certain of its investment professionals that are not fully aligned with the interests of our shareholders.



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In the course of our investing activities, we pay a management fee and an incentive feesfee (beginning in fiscal quarter ending June 30, 2025, following the expiration of the fee waiver) to the Advisers.Adviser. Management fees are based on our Average Total Assets (which include assets purchased with borrowed amounts but exclude cash and cash equivalents). As a result, investors in our Sharesshares invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than one might achieve through direct investments. Because these fees are based on our total assets, including assets purchased with borrowed amounts but excluding cash and cash equivalents, the AdvisersAdviser benefit when we incur debt or otherwise use leverage. This fee structure may encourage Churchill to cause us to borrow money to finance additional investments or to maintain leverage when it would otherwise be appropriate to pay off our indebtedness. Under certain circumstances, the use of borrowed money may increase the likelihood of default, which would disfavor our shareholders. The Board is charged with protecting our interests by monitoring how the Advisers address these and other conflicts of interest associated with their management services and compensation. Our independent directors periodically review Churchill’s services and fees as well as its portfolio management decisions and portfolio performance. In connection with these reviews, our independent directors consider whether our fees and expenses (including those related to leverage) remain appropriate. As a result of this arrangement, the Advisers or their affiliates may from time to time have interests that differ from those of our shareholders, giving rise to a conflict.


In addition, certain investment professionals share directly in the management fee. Such professionals would face similar conflicts when considering investments for and making decisions on behalf of the Company.us.


The part of the incentive fee payable to the AdvisersAdviser that relates to our net investment income is computed and paid on income that may include interest income that has been accrued but not yet received in cash. This fee structure may be considered to involve a conflict of interest for Churchill to the extent that it may encourage Churchill to favor debt financings that provide for deferred interest, rather than current cash payments of interest. Churchill may have an incentive to invest in PIK interest securities in circumstances where it would not have done so but for the opportunity to continue to earn the incentive fee even when the issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities. This risk could be increased because the AdvisersAdviser are not obligated to reimburse us for any incentive fees received even if we subsequently incur losses or never receive in cash the deferred income that was previously accrued. In addition, the part of the incentive fee payable to Churchill that relates tobased on our net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Any net investment income incentive fee would not be subject to repayment.


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Our incentive fee may induce Churchill to make certain investments, including speculative investments.


The AdvisersBeginning in fiscal quarter ending June 30, 2025, following the expiration of the fee waiver, the Adviser will receive an incentive fee based, in part, upon net capital gains realized on our investments. Unlike that portion of the incentive fee based on income, there is no hurdle rate applicable to the portion of the incentive fee based on net capital gains. As a result, Churchill may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.


TIAA (directly or through one or more of its affiliates) has made a significant investment in the Company,us, which may present certain conflicts of interest.


TIAA, the ultimate parent of the Advisers, has made a significant investment in the Company (directly or through one or more of its affiliates).us. This may result in TIAA’s ownership of a significant percentage of the Company’s Shares.our shares. This may be detrimental to other shareholders as TIAA may control a significant percentage of the shareholder vote and may vote in a manner that is beneficial to the Advisers. TIAA and other shareholders may from time to time hold equity and other interests in the Advisers or their affiliates, which may present conflicts of interest for the Advisers, including senior investment professionals and members of the investment committee making investment decisions for the Companyus that also provide investment advice to TIAA.


Our ability to enter into transactions with our affiliates is restricted, which may limit the scope of investments available to us.


We are prohibited under the 1940 Act from participating in certain transactions with our affiliates, including NC SLF Inc., Nuveen Churchill Private Capital Income Fund, and other funds and accounts that the Advisers manage, without the prior approval of our independent directors and, in some cases, of the SEC. Any person that owns, directly or indirectly, five percent or more of our outstanding voting securities is our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying any security from such affiliate, absent the prior approval of our independent directors. The 1940 Act also prohibits us from participating in certain “joint” transactions“joint transactions” with certain of our affiliates, including NC SLF Inc., Nuveen Churchill Private Capital Income Fund, and other funds and accounts that the Advisers manage, which could include investments in the same portfolio company without prior approval of our independent directors and, in some cases, of the SEC. For example, we are prohibited from buying or selling any security from or to any person (or certain affiliates of a person) who owns more than 25% of our voting securities, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. As a result of these restrictions, we may be prohibited from buying or selling any security (other than any security of which we are the issuer) from or to any portfolio company at the same time

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as another fund managed by any of the Advisers or their affiliates without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us. In addition, TIAA (directly or through one or more of its affiliates) intends to invest $100 million in the Company, which includes consideration for its acquisition of 3,310,540 Shares in exchange for all of the outstanding preference shares of the Predecessor Entity, which may result in its ownership of more than 25% of the voting securities of the Company.


We may, however, co-invest with each Adviser and its affiliates’ other clients in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, we may co-invest with such accounts consistent with guidance promulgated by the SEC staff permitting us and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the applicable Adviser, acting on our behalf and on behalf of other clients, negotiates no term other than price. We also may also co-invest with the Advisers’ or their affiliates’ other clients as otherwise permissible under regulatory guidance, applicable regulations, and Churchill’s allocation policy, which Churchill maintains in writing. Under this allocation policy, a portion of each opportunity, which may vary based on asset class and from time to time, is offered to us and similar eligible accounts, as periodically determined by Churchill. However, we can offer no assurance that investment opportunities will be allocated to us fairly or equitably in the short-term or over time.


Additionally, we, the Advisers, the Company, and certain other funds and accounts sponsored or managed by the Advisers and their affiliates have been granted the Order by the SEC, which permits the Companyus greater flexibility to negotiate the terms of co-investments if the Board determines that it would be advantageous for the Companyus to co-invest with other accounts sponsored or managed by the Advisers or their affiliates in a manner consistent with the Company’sour investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.


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In situations where co-investment with other funds managed by one of the Advisers or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer on a differential basis between clients or where the different investments could be expected to result in a conflict between our interests and those of other clients of the Advisers that cannot be mitigated or otherwise addressed pursuant to the policies and procedures of the applicable Adviser, the applicable Adviser must decide which client will proceed with the investment. Each Adviser makes these determinations based on its policies and procedures, which generally require that such opportunities be offered to eligible accounts on a basis that will be fair and equitable over time (and which takes into consideration the ability of the relevant account(s) to acquire securities in an amount and on terms suitable for the relevant transaction). Moreover, there will be a conflict of interest if we invest in any issuer in which a fund managed by the Advisers or their affiliates, including NC SLF Inc., Nuveen Churchill Private Capital Income Fund, and other funds and accounts that the Advisers manage, has previously invested, and in some cases, we will be restricted from making such investment. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates.

We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.

We compete with a number of specialty and commercial finance companies to make the types of investments that we make in middle-market companies, including business development companies, traditional commercial banks, private investment funds, regional banking institutions, small business investment companies, investment banks and insurance companies. Additionally, with increased competition for investment opportunities, alternative investment vehicles such as hedge funds may seek to invest in areas they have not traditionally invested in or from which they had withdrawn during the economic downturn, including investing in middle-market companies. As a result, competition for investments in middle-market companies has intensified, and we expect that trend to continue. Certain of our existing and potential competitors are large and may have greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we are forced to match our competitors’ pricing, terms and structure, however, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss.

Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or the source of income, asset diversification and distribution requirements we must satisfy to obtain and maintain our RIC status. The competitive pressures we face may have a material adverse effect on our business, financial condition and results of operations. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objective.

We will be subject to corporate-level U.S. federal income tax if we are unable to qualify or maintain qualification as a RIC under Subchapter M of the Code.

We intend to elect to be treated as a RIC under Subchapter M of the Code for the fiscal year ending December 31, 2020, and intend to qualify annually thereafter; however, no assurance can be given that we will be able to qualify for and maintain RIC status. To receive RIC tax treatment under the Code and to be relieved of federal taxes on income and gains distributed to our shareholders, we must meet certain requirements, including source-of-income, asset diversification and distribution requirements. The annual distribution requirement applicable to RICs is satisfied if we timely distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our shareholders on an annual basis. In addition, we will be subject to a 4% nondeductible U.S. federal excise tax to the extent that we do not satisfy certain additional minimum distribution requirements on a calendar year basis. To the extent we use debt financing, we will be subject to certain asset coverage ratio requirements under the 1940 Act and may be subject to financial covenants under loan and credit agreements, each of which could, under certain circumstances, restrict us from making annual distributions necessary to receive RIC tax treatment. If we are unable to obtain cash from other sources, we may fail to be taxed as a RIC and, thus, may be subject to corporate-level U.S. federal income tax on our entire taxable income without regard to any distributions made by us. In order to be taxed as a RIC, we must also meet certain asset diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments are in private or thinly traded public companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we fail to be taxed as a RIC for any reason and become subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distributions to shareholders and the amount of our distributions and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and our shareholders.


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An extended disruption in the capital markets and the credit markets could negatively affect our business.

As a BDC, it will be necessary for us to maintain our ability to raise additional capital for investment purposes. Without sufficient access to the capital markets or credit markets, we may be forced to curtail our business operations or we may not be able to pursue new business opportunities. The capital markets and the credit markets have experienced periods of extreme volatility and disruption and, accordingly, there has been and may in the future be uncertainty in the financial markets in general. Ongoing disruptive conditions in the financial industry and the impact of new legislation in response to those conditions could restrict our business operations and could adversely impact our results of operations and financial condition.

We may access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtain such additional capital. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. A reduction in the availability of new capital could limit our ability to pursue new business opportunities and grow our business. In addition, we are required to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our shareholders to qualify for the tax benefits available to RICs. As a result, these earnings will not be available to fund new investments. An inability to access the capital markets successfully could limit our ability to grow our business and execute our business strategy fully and could decrease our earnings, if any, which may have an adverse effect on the value of our securities.

We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.

For U.S. federal income tax purposes, we will include in income certain amounts that we have not yet received in cash, such as original issue discount, or through contracted PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Original issue discount, which could be significant relative to our overall investment activities, or increases in loan balances as a result of contracted PIK arrangements, will be included in income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we will not receive in cash.

That part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in cash, such as original issue discount and PIK interest. If we pay a net investment income incentive fee on interest that has been accrued, but not yet received in cash, it will increase the basis of our investment in that loan, which will reduce the capital gain incentive fee that we would otherwise pay in the future. Nevertheless, if we pay a net investment income incentive fee on interest that has been accrued but not yet received, and if that portfolio company defaults on such a loan, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible.

Because we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirements applicable to RICs. In such a case, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations and sourcings to meet these distribution requirements. If we are not able to obtain such cash from other sources, we may fail to qualify for the tax benefits available to RICs and thus be subject to corporate-level U.S. federal income tax.

Regulations governing our operation as a BDC affect our ability to and the way in which we raise additional capital.

We may issue debt securities or preferred shares and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are permitted as a BDC to issue senior securities in amounts such that our Asset Coverage Ratio, as defined in the 1940 Act, equals at least 150% of total assets less all liabilities and indebtedness not represented by senior securities, immediately after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. This could have a material adverse effect on our operations and we may not be able to make distributions in an amount sufficient to be subject to taxation as a RIC, or at all. In addition, issuance of securities could dilute the percentage ownership of our current shareholders in us.

No person or entity from which we borrow money will have a veto power or a vote in approving or changing any of our fundamental policies. If we issue preferred shares, the preferred shares would rank “senior” to Shares in our capital structure, preferred shareholders would have separate voting rights on certain matters and might have other rights, preferences or privileges more favorable than those of our shareholders, and the issuance of preferred shares could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our Shares or otherwise be in your best interest. Holders of our Shares will directly or indirectly bear all of the costs associated with offering and servicing any preferred shares that we issue. In addition, any interests of preferred shareholders may not necessarily align with the interests of holders of our Shares and the rights of holders of preferred shares to receive dividends would be senior to those of holders of our Shares.

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As a BDC, we generally are not able to issue our Shares at a price below NAV per share without first obtaining the approval of our shareholders and our independent directors. If we raise additional funds by issuing more Shares or senior securities convertible into, or exchangeable for, our shares, then percentage ownership of our shareholders at that time would decrease, and you might experience dilution. We may seek shareholder approval to sell Shares below NAV in the future.

There are significant financial and other resources necessary to comply with the requirements of being an SEC reporting entity.

Even though we are an "emerging growth company" under the JOBS Act, we are still subject to the reporting requirements of the 1934 Act and requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The 1934 Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting, which are discussed below. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls, significant resources and management oversight will be required. We intend to implement procedures, processes, policies and practices for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We expect to incur significant additional annual expenses related to these steps and, among other things, directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, additional administrative expenses payable to the Administrator to compensate them for hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses.

We will incur additional reporting and financial obligations after we cease to be an “emerging growth company” under the JOBS Act.

The systems and resources necessary to comply with public company reporting requirements will increase further once we cease to be an “emerging growth company” under the JOBS Act. As long as we remain an emerging growth company, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will remain an emerging growth company for up to five years following an IPO or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues equal or exceeds $1.07 billion, (ii) December 31 of the fiscal year that we become a “large accelerated filer” as defined in Rule 12b-2 under the 1934 Act which would occur if the market value of our Shares that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months and have filed an annual report on Form 10-K, (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period or (iv) December 31 of the fiscal year following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement under the 1933 Act.

We are not currently required to comply with all of the internal control evaluation requirements of the Sarbanes-Oxley Act.

We are not required to comply with the requirements of the Sarbanes-Oxley Act, including the internal control evaluation and certification requirements of Section 404 of that statute (“Section 404”), and will not be required to comply with all of those requirements until we have been subject to the reporting requirements of the 1934 Act for a specified period of time or the date we are no longer an emerging growth company under the JOBS Act. Accordingly, our internal controls over financial reporting do not currently meet all of the standards contemplated by Section 404 that we will eventually be required to meet. We are in the process of addressing our internal controls over financial reporting and are establishing formal procedures, policies, processes and practices related to financial reporting and to the identification of key financial reporting risks, assessment of their potential impact and linkage of those risks to specific areas and activities within the Company.


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Upon registering the Shares under the 1934 Act, we will be subject to certain provisions of the Sarbanes-Oxley Act and related rules and regulations promulgated by the SEC, and our management will be required to report on our internal control over financial reporting pursuant to Section 404 beginning with our second annual report on Form 10-K. We have begun the process of documenting our internal control procedures to satisfy the requirements of Section 404, which requires annual management assessments of the effectiveness of our internal controls over financial reporting after the first full year as a reporting company under the 1934 Act. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an emerging growth company under the JOBS Act. Because we do not currently have comprehensive documentation of our internal controls and have not yet tested our internal controls in accordance with Section 404, we cannot conclude in accordance with Section 404 that we do not have a material weakness in our internal controls or a combination of significant deficiencies that could result in the conclusion that we have a material weakness in our internal controls. As a publicly-reporting entity, we will be required to complete our initial assessment in a timely manner. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our operations, financial reporting or financial results could be adversely affected. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, and result in a breach of the covenants under the agreements governing any of our financing arrangements. There could also be a negative reaction in the financial markets due to a loss of investor confidence in the Company and the reliability of our financial statements. Confidence in the reliability of our financial statements could also suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us and, following an IPO, lead to a decline in the market price of our Shares.

The Small Business Credit Availability Act allows us to incur additional leverage.

The Small Business Credit Availability Act amends the 1940 Act to permit a BDC to reduce the required minimum asset coverage ratio applicable to 150.0% (which means we can borrow $2 for every $1 of our equity), subject to certain requirements described therein. The Board and TIAA (as the Company’s initial shareholder) approved a proposal to adopt an Asset Coverage Ratio of 150% in connection with the organization of the Company. Incurring additional indebtedness could increase the risk of investing in the Company. The 150% Asset Coverage Ratio became applicable to us on December 26, 2019.

Leverage magnifies the potential for loss on investments in our indebtedness and on invested equity capital. As we use leverage to partially finance our investments, you will experience increased risks of investing in our Shares. If the value of our assets increases, then leveraging would cause the NAV attributable to our Shares to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged our business. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to pay dividends, scheduled debt payments or other payments related to our securities. Leverage is generally considered a speculative investment technique.

Provisions in our credit facility may limit discretion.

At our discretion, we may utilize the leverage available under the Financing Facility for investment and operating purposes. Additionally, we may in the future enter into additional credit facilities. To the extent we borrow money to make investments, such underlying credit facility may be backed by all or a portion of our loans and securities on which the lenders will have a security interest. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instrument we enter into with lenders. We expect that any security interests we grant will be set forth in a pledge and security agreement and evidenced by the filing of financing statements by the agent for the lenders. In addition, we expect that the custodian for our securities serving as collateral agent for such loan would include in its electronic systems notices indicating the existence of such security interests and, following notice of occurrence of an event of default, if any, and during its continuance, will only accept transfer instructions with respect to any such securities from the lender or its designee. If we were to default under the terms of any debt instrument, the agent for the applicable lenders would be able to assume control of the timing of disposition of any or all of our assets securing such debt, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.


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In addition, any security interests and/or negative covenants required by a credit facility may limit our ability to create liens on assets to secure additional debt and may make it difficult for us to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing. In addition, if our borrowing base under a credit facility were to decrease, we may be required to secure additional assets in an amount sufficient to cure any borrowing base deficiency. In the event that all of our assets are secured at the time of such a borrowing base deficiency, we could be required to repay advances under a credit facility or make deposits to a collection account, either of which could have a material adverse impact on our ability to fund future investments and to make distributions.

We may be subject to limitations as to how borrowed funds may be used.

We may be subject to limitations as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral interests and investment ratings, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained. There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default. An event of default under a credit facility could result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on our business and financial condition. This could reduce our liquidity and cash flow and impair our ability to grow our business.

Any defaults under a credit facility could adversely affect our business.

In the event we default under a credit facility or other borrowings, our business could be adversely affected as we may be forced to sell a portion of our investments quickly and prematurely at what may be disadvantageous prices to us in order to meet our outstanding payment obligations and/or support working capital requirements under such borrowing facility, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, following any such default, the agent for the lenders under such borrowing facility could assume control of the disposition of any or all of our assets, including the selection of such assets to be disposed and the timing of such disposition, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our portfolio may be exposed to risks associated with changes in interest rates.

Because we have borrowed and intend to continue to borrow money to make investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. A reduction in the interest rates on new investments relative to interest rates on current investments could have an adverse impact on our net investment income. However, an increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common stock. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield.

In periods of rising interest rates, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net investment income. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR floor), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.

If general interest rates rise, there is a risk that the Portfolio Companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause Portfolio Companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our Portfolio Companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.


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On July 27, 2017, the United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if at that time whether LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short term repurchase agreements, backed by Treasury securities called the Secured Overnight Financing Rate (“SOFR”). The first publication of SOFR was released in April 2018. Whether or not SOFR attains market traction as a LIBOR replacement remains a question and the future of LIBOR at this time is uncertain. In addition, on March 25, 2020, the FCA stated that although the central assumption that firms cannot rely on LIBOR being published after the end of 2021 has not changed, the outbreak of COVID-19 has delayed the timing of many firms’ transition planning, and the FCA will continue to assess the impact of the COVID-19 outbreak on transition timelines and update the marketplace as soon as possible. On March 5, 2021, the FCA and LIBOR's administrator, the ICE Benchmark Administration (“IBA”) announced that all 35 LIBOR tenors (in the five LIBOR currencies, i.e., USD, GBP, EUR, JPY and CHF) will be discontinued or declared non-representative as of either: (a) immediately after December 31, 2021, or (b) immediately after June 30, 2023. Despite the announcement confirming that certain LIBOR tenors will not be phased out until June 2023, US regulators continue to urge financial institutions to stop entering into new LIBOR transactions by the end of 2021. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.

Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.

In November 2020, the SEC adopted new rules regarding the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery obligations. If adopted as proposed, BDCs that use derivatives would be subject to a value-at-risk (“VaR”) leverage limit, certain other derivatives risk management program and testing requirements and requirements related to board reporting. These new requirements would apply unless the BDC qualified as a “limited derivatives user,” as defined in the SEC’s adopted rules. A BDC that enters into reverse repurchase agreements or similar financing transactions could either (i) comply with the asset coverage requirements of Section 18 when engaging in reverse repurchase agreements or (ii) choose to treat such agreements as derivatives transactions under the adopted rule. Under the adopted rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. If the BDC cannot meet this test, it is required to treat unfunded commitments as a derivatives transaction subject to the requirements of the rule. Collectively, these proposed requirements, if adopted, may limit our ability to use derivatives and/or enter into certain other financial contracts.

If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC, which would have a material adverse effect on our business, financial condition and results of operations.

As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets. See “Regulation as a Business Development Company — Qualifying Assets.” We believe that most of the investments that we may acquire in the future will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to business development companies. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, from making follow-on investments in existing portfolio companies which could result in the dilution of our position or could require us to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition, results of operations, and cash flows.


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Many of our portfolio investments will be recorded at fair value as determined in good faith by the Board and, as a result, there may be uncertainty as to the value of our portfolio investments.

Under the 1940 Act, we are required to carry our portfolio investments at market value or if there is no readily available market value, at fair value as determined by the Board. Many of our portfolio investments may take the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable, and we value these securities at fair value as determined in good faith by the Board, including to reflect significant events affecting the value of our securities. As part of the valuation process, we may take into account the following types of factors, if relevant, in determining the fair value of our investments:

•a comparison of the portfolio company’s securities to publicly traded securities;

•the enterprise value of a portfolio company;

•the nature and realizable value of any collateral;

•the portfolio company’s ability to make payments and its earnings and discounted cash flow;

•the markets in which the portfolio company does business; and

•changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.

We expect that most of our investments (other than cash and cash equivalents) will be classified as Level 3 in the fair value hierarchy and require disclosures about the level of disaggregation along with the inputs and valuation techniques we use to measure fair value. This means that our portfolio valuations are based on unobservable inputs and our own assumptions about how market participants would price the asset or liability in question. Inputs into the determination of fair value of our portfolio investments require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. We employ the services of one or more independent service providers to review the valuation of these securities. The types of factors that the Board may take into account in determining the fair value of our investments generally include, as appropriate, comparison to publicly traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to this uncertainty in the value of our portfolio investments, a fair value determination may cause NAV on a given date to materially understate or overstate the value that we may ultimately realize upon one or more of our investments. As a result, investors purchasing our Shares based on an overstated NAV would pay a higher price than the value of the investments might warrant. Conversely, investors selling Shares during a period in which the NAV understates the value of investments will receive a lower price for their Shares than the value the investment portfolio might warrant.

We will adjust quarterly the valuation of our portfolio to reflect the determination of the Board of the fair value of each investment in our portfolio. Any changes in fair value are recorded in our statements of operations as net change in unrealized gain (loss) on investments.

We may experience fluctuations in our quarterly operating results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire, the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.


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The effect of global climate change may impact the operations of our portfolio companies.

There may be evidence of global climate change. Climate change creates physical and financial risk and some of our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition through, for example, decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions.

Global economic, political and market conditions may adversely affect our business or cause us to alter our business strategy.

The current worldwide financial market situation, as well as various social and political tensions in the United States and around the world, may contribute to increased market volatility, may have long-term effects on the U.S. and worldwide financial markets, and may cause economic uncertainties or deterioration in the United States and worldwide. The U.S. and global capital markets experienced extreme volatility and disruption during the economic downturn that began in mid-2007, and the U.S. economy was in a recession for several consecutive calendar quarters during the same period. In 2010, a financial crisis emerged in Europe, triggered by high budget deficits and rising direct and contingent sovereign debt, which created concerns about the ability of certain nations to continue to service their sovereign debt obligations. Risks resulting from such debt crisis, including any austerity measures taken in exchange for bailout of certain nations, and any future debt crisis in Europe or any similar crisis elsewhere could have a detrimental impact on the global economic recovery, sovereign and non-sovereign debt in certain countries and the financial condition of financial institutions generally.

On January 31, 2020, the United Kingdom ended its membership in the European Union (“Brexit”). Under the terms of the withdrawal agreement negotiated and agreed between the United Kingdom (the “UK”) and the European Union, the UK’s departure from the European Union was followed by a transition period, which ran until December 31, 2020 and during which the UK continued to apply European Union law and was treated for all material purposes as if it were still a member of the European Union. On December 24, 2020, the European Union and United Kingdom governments signed a trade deal that became provisionally effective on January 1, 2021 and that now governs the relationship between the United Kingdom and the European Union (the “Trade Agreement”). The Trade Agreement implements significant regulation around trade, transport of goods and travel restrictions between the United Kingdom and the European Union.

Notwithstanding the foregoing, the longer term economic, legal, political and social implications of Brexit are unclear at this stage and are likely to continue to lead to ongoing political and economic uncertainty and periods of increased volatility in both the United Kingdom and in wider European markets for some time. In particular, Brexit could lead to calls for similar referendums in other European jurisdictions, which could cause increased economic volatility in the European and global markets. This mid- to long-term uncertainty could have adverse effects on the economy generally and on our ability to earn attractive returns. In particular, currency volatility could mean that our returns are adversely affected by market movements and could make it more difficult, or more expensive, for us to execute prudent currency hedging policies. Potential decline in the value of the British Pound and/or the Euro against other currencies, along with the potential further downgrading of the United Kingdom’s sovereign credit rating, could also have an impact on the performance of certain investments made in the United Kingdom or Europe.

We are currently operating in a period of significant market disruption and economic uncertainty.

The COVID-19 pandemic has delivered a shock to the global economy. Containment efforts around the world have halted business and manufacturing operations and restricted people’s movement and travel. This outbreak has led and for an unknown period of time will continue to lead to disruptions in local, regional, national and global markets and economies effected thereby, including a recession and a steep increase in unemployment in the United States. With respect to the U.S. credit markets (in particular for middle market loans), this outbreak has resulted in, and until fully resolved is likely to continue to result in, the following among other things: (i) government imposition of various forms of shelter-in-place orders and the closing of “non-essential” businesses, resulting in significant disruption to the businesses of many middle-market loan borrowers including supply chains, demand and practical aspects of their operations, as well as in lay-offs of employees, and, while these effects are hoped to be temporary, some effects could be persistent or even permanent; (ii) increased draws by borrowers on revolving lines of credit; (iii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iv) volatility and disruption of these markets including greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues; and (v) rapidly evolving proposals and/or actions by state and federal governments to address problems being experienced by the markets and by businesses and the economy in general which will not necessarily adequately address the problems facing the loan market and middle market businesses.

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While several countries, as well as certain states, counties and cities in the United States, have relaxed initial public health restrictions with the view to partially or fully reopening their economies, many cities have since experienced a surge in the reported number of cases, hospitalizations and deaths related to the COVID-19 pandemic. These surges have led to the re-introduction of such restrictions and business shutdowns in certain states in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. Health advisors warn that recurring COVID-19 outbreaks will continue if reopening is pursued too soon or in the wrong manner, which may lead to the re-introduction or continuation of certain public health restrictions (such as instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues). Additionally, as of late December 2020, travelers from the United States are not allowed to visit Canada, Australia or the majority of countries in Europe, Asia, Africa and South America. These continued travel restrictions may prolong the global economic downturn. In addition, although the Federal Food and Drug Administration authorized vaccines for emergency use starting in December 2020, it remains unclear how quickly the vaccines will be distributed nationwide and globally or when “herd immunity” will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely. The delay in distributing the vaccines could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States and other major markets.

This outbreak is having, and any future outbreaks could have, an adverse impact on the markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by us and returns to us, among other things. General uncertainty surrounding the dangers and impact of COVID-19 (including the preventative measures taken in response thereto and additional uncertainty regarding new variants of COVID-19 that have emerged in the U.S., South Arica and Brazil) has to date created significant disruption in supply chains and economic activity. As of the date of this Annual Report, it is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on us and our portfolio companies. Any potential impact to our results of operations will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain COVID-19 or treat its impact, all of which are beyond our control. Additionally, oil prices collapsed to an 18-year low on supply glut concerns, as shutdowns across the global economy sharply reduced oil demand while Saudi Arabia and Russia engaged in a price war. Central banks and governments have responded with liquidity injections to ease the strain on financial systems and stimulus measures to buffer the shock to businesses and consumers. These measures have helped stabilize certain portions of the financial markets over the short term, but volatility will likely remain elevated until the health crisis itself is under control (via fewer new cases, lower infection rates and/or verified treatments). There are still many unknowns and new information is incoming daily, compounding the difficulty of modeling outcomes for epidemiologists and economists alike.

Disruptions in the capital markets resulting from the pandemic have increased the spread between the yields realized on risk-free and higher risk securities. Certain parts of the fixed income markets have experienced significant drops in values as a result, particularly below-investment grade corporate credits. The disruptions to global supply chains, consumer demand, business investment and the global financial system are just beginning to be seen, but are resulting (and are expected to continue to result) in significant disruption to the businesses of U.S. operating companies. This disruption is expected to result in an increase in the liquidity needs of U.S operating companies, as well as an increase in requests for amendments and waivers of corporate credit agreements to avoid defaults. These effects are expected to impact middle market companies to which we lend and in which we invest.

In addition, due to the outbreak in the United States, the staff of our Advisers is currently working remotely, which may introduce additional operational risk to us. Staff members of certain of our other service providers may also work remotely during the COVID-19 outbreak. An extended period of remote working could lead to service limitations or failures that could impact us or our performance.

These conditions and future market disruptions and/or illiquidity could have an adverse effect on our (and our portfolio companies’) business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase funding costs, limit access to the capital markets and/or result in a decision by lenders not to extend credit to portfolio companies and/or us. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our operating results and the fair values of our investments.

Additionally, the recent disruption in economic activity caused by the COVID-19 pandemic has had, and may continue to have, a negative effect on the potential for liquidity events involving our investments. The illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.


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While we intend to continue to source and invest in new loan transactions to U.S. middle market companies, we cannot be certain that we will be able to do successfully or consistently during the continuation of the COVID-19 pandemic. A lack of suitable investment opportunities may impair our ability to make new investments, and may reduce our earnings and dividends as a result.

If the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, loan non-accruals, problem assets, and bankruptcies may increase. In addition, collateral for our loans may decline in value, which could cause loan losses to increase and the net worth and liquidity of loan guarantors could decline, impairing their ability to honor commitments to us. An increase in loan delinquencies and non-accruals or a decrease in loan collateral and guarantor net worth could result in increased costs and reduced income which would have a material adverse effect on our business, financial condition or results of operations.

Nor can we be certain as to the duration or magnitude of the economic impact of the pandemic in the markets in which we and our portfolio companies operate, including with respect to travel restrictions, business closures, mitigation efforts (whether voluntary, suggested, or mandated by law) and corresponding declines in economic activity that may negatively impact the U.S. economy and the markets for the various types of goods and services provided by U.S. middle market companies. Depending on the duration, magnitude and severity of these conditions and their related economic and market impacts, certain of our portfolio companies may suffer declines in earnings and could experience financial distress, which could cause them to default on their financial obligations to us and their other lenders. In consideration of these and related factors, we have downgraded our internal ratings with respect to certain companies and may make additional downgrades with respect to other portfolio companies in the future as conditions warrant and new information comes to light.

Any public health emergency, including the COVID-19 pandemic or any outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on the fair value of our investments or the conduct of our business.

Any public health emergency, including the COVID-19 pandemic, may cause the valuation of our investments to differ materially from the values that we may ultimately realize. Our valuations, and particularly valuations of private investments and private companies, will be inherently uncertain, may fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information that may not show the complete impact of the COVID-19 pandemic and the resulting measures taken in response thereto. As a result, our valuations may not show the complete or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto. These potential impacts, while uncertain, could have a significant impact on us and the fair value of our investments.

The current period of capital markets disruption and economic uncertainty may make it difficult to obtain new indebtedness and any failure to do so could have a material adverse effect on our business, financial condition or results of operations.

Current market conditions may make it difficult to obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a high cost and on unfavorable terms and conditions, including being at a higher cost in rising rate environments. If we are unable to raise debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies. If we are unable to obtain credit facilities on commercially reasonable terms, our liquidity may be reduced significantly. If we are unable to repay amounts outstanding under any facility we may enter into and be declared in default or are unable to renew or refinance any such facility, it would limit our ability to initiate significant originations or to operate our business in the normal course. These situations may arise due to circumstances that we may be unable to control, such as inaccessibility of the credit markets, a severe decline in the value of the U.S. dollar, a further economic downturn or an operational problem that affects third parties or us, and could materially damage our business. Moreover, we are unable to predict when economic and market conditions may become more favorable. An inability to obtain new indebtedness could have a material adverse effect on our business, financial condition or results of operations.

New or modified laws or regulations governing our operations could adversely affect our business.

We and our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, could change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations and interpretations could also come into effect. Any such new or changed laws or regulations could havea material adverse effect on our business, and political uncertainty could increase regulatory uncertainty in the near term.


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The effects of legislative and regulatory proposals directed at the financial services industry or affecting taxation, could negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of our business and could be subject to civil fines and criminal penalties.

We invest in securities of issuers that are subject to governmental and non-governmental regulations, including by federal and state regulators and various self-regulatory organizations. Companies participating in regulated activities could incur significant costs to comply with these laws and regulations. If a company in which we invest fails to comply with an applicable regulatory regime, it could be subject to fines, injunctions, operating restrictions or criminal prosecution, any of which could materially and adversely affect the value of our investment.

Additionally, changes to the laws and regulations governing our operations, including those associated with RICs, could cause us to alter our investment strategy in order to avail ourselves of new or different opportunities or result in the imposition of corporate-level U.S. federal income taxes on us. Such changes could result in material differences to our strategies and plans and could shift our investment focus from the areas of expertise of the Churchill to other types of investments in which Churchill may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of an investment in us. If we invest in commodity interests in the future, the Investment Adviser could determine not to use investment strategies that trigger additional regulation by the U.S. Commodity Futures Trading Commission (“CFTC”) or could determine to operate subject to CFTC regulation, if applicable. If we or the Advisers were to operate subject to CFTC regulation, we could incur additional expenses and would be subject to additional regulation.

Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.

There is uncertainty surrounding potential legal, regulatory and policy changes by new presidential administrations in the United States that may directly affect financial institutions and the global economy.

As a result of the November 2020 elections in the United States, the Democratic Party gained control of both the Presidency and Senate from the Republican Party. Therefore, changes in federal policy, including tax policies, and at regulatory agencies are expected to occur over time through policy and personnel changes, which may lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. The nature, timing and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. Uncertainty surrounding future changes may adversely affect our operating environment and therefore our business, financial condition, results of operations and growth prospects.

Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us.

There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. The current U.S. presidential administration, along with the U.S. Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.

We anticipate that we will not qualify as a publicly offered RIC immediately after the Private Offering.

We anticipate that we will not qualify as a publicly offered RIC immediately after the Private Offering. If we are not a publicly offered RIC for any period, a non-corporate shareholder’s allocable portion of our affected expenses, including its management fees, will be treated as an additional distribution to the shareholder and will be deductible by such shareholder only to the extent permitted under the limitations described below. In particular, these expenses, which are “miscellaneous itemized deductions”, are not currently deductible by an individual or other non-corporate investor (and, beginning in 2026, will be deductible only to the extent they exceed 2% of such a shareholder’s adjusted gross income, and are not deductible for alternative minimum tax purposes). We may qualify as a publicly offered RIC in future taxable years, but we can provide no assurances that we will qualify as a publicly offered RIC for any taxable year.

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The Board may change our investment objective, operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse.

The Board has the authority, except as otherwise prohibited by the 1940 Act, to modify or waive certain of our operating policies and strategies without prior notice and without shareholder approval. However, absent shareholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results and the price value of our Shares. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions.


Each Adviser and Nuveen Asset Management can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.


Each Adviser and Nuveen Asset Management has the right to resign under the Advisory Agreements and the NAM Sub-Advisory Agreement, respectively, without penalty at any time upon 60 days’ written notice to us, whether we have found a replacement or not. If an Adviser resigns, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If Nuveen Asset Management resigns, we may not be able to find a new sub-adviser or hire internal management with similar expertise to manage certain of our liquid investments and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the market price of our Sharesshares may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by each Adviser, Nuveen Asset Management and itstheir affiliates. Even if we were able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations.


The Administrator can resign on 60 days’ notice from its role as our administrator under the Administration Agreement, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.


The Administrator has the right to resign under the Administration Agreement without penalty upon 60 days’ written notice to us, whether we have found a replacement or not. If the Administrator resigns, we may not be able to find a new administrator or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the market price of our Sharesshares of common stock may decline. In addition, the coordination of our internal management and administrative activities is likely to suffer if we are unable to identify and reach an agreement with a service provider or individuals with the expertise possessed by the Administrator.

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Even if we were able to retain a comparable service provider or individuals to perform such services, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations.

Terrorist attacks, acts of war, global health emergencies or natural disasters may affect any market for our shares of common stock, impact the businesses in which we invest and harm our business, operating results and financial condition.

Terrorist acts, acts of war, global health emergencies or natural disasters may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Future terrorist activities, military or security operations, global health emergencies or natural disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks, global health emergencies and natural disasters are generally uninsurable.

The failure of cybersecurity protection systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning, could impair our ability to conduct business effectively.

The occurrence of a disaster, such as a cyber-attack, a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated in our disaster recovery systems, or a support failure from external providers, could have an adverse effect on our ability to conduct business and on our results of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or destroy data. If a significant number of our managers were unavailable in the event of a disaster, our ability to effectively conduct our business could be severely compromised.


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The Advisers and third-party service providers with which we do business depend heavily upon computer systems to perform necessary business functions. Despite the implementation of a variety of security measures, computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. The Advisers may experience threats to their data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, the Advisers’ computer systems and networks, or otherwise cause interruptions or malfunctions in operations, which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss.

Third parties with which we do business may also be sources of cybersecurity or other technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information, as well as customer, counterparty, employee and borrower information. Cybersecurity failures or breaches by our Advisers and other service providers (including, but not limited to, accountants, custodians, transfer agents and administrators), and the issuers of securities in which we invest, also have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with our ability to calculate its net asset value, impediments to trading, the inability of our shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputation damages, reimbursement of other compensation costs, or additional compliance costs. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.

Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In addition, we may be required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. We currently do not maintain insurance coverage relating to cybersecurity risks, and we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are not fully insured.

We and our service providers are currently impacted by quarantines and similar measures being enacted by governments in response to COVID-19, which are obstructing the regular functioning of business work forces (including requiring employees to work from external locations and their homes). Policies of extended periods of remote working, whether by us or our service providers, could strain technology resources, introduce operational risks and otherwise heighten the risks described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic. Accordingly, the risks described above are heightened under current conditions.

If the Advisers or the Administrator are unable to maintain the availability of their electronic data systems and safeguard the security of their data, their and our ability to conduct business may be compromised, which could impair liquidity, disrupt business, damage their and our reputation and cause losses.

Cybersecurity refers to the combination of technologies, processes, and procedures established to protect information technology systems and data from unauthorized access, attack, or damage. We, the Advisers and the Administrator are subject to cybersecurity risks. Information cybersecurity risks have significantly increased in recent years and, while we, the Advisers and the Administrator have not experienced any material losses relating to cyber-attacks or other information security breaches, we could suffer such losses in the future. The Advisers’ and the Administrator’s computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code and other events that could have a security impact. If one or more of such events occur, this potentially could jeopardize confidential and other information, including nonpublic personal information and sensitive business data, processed and stored in, and transmitted through, the Advisers’ and the Administrator’s computer systems and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our customers or counterparties. This could result in significant losses, reputational damage, litigation, regulatory fines or penalties, or otherwise adversely affect ours, the Advisers’ and the Administrator’s business, financial condition or results of operations. Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In the future, the Advisers or the Administrator may be required to expend significant additional resources to modify their protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. In addition, we, the Advisers and the Administrator may be subject to litigation and financial losses that are not fully insured.


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Third parties with which we, the Advisers and the Administrator do business may also be sources of cybersecurity or other technological risks. We outsource certain functions, and these relationships allow for the storage and processing of our information, as well as customer, counterparty, employee and borrower information. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. Further, the remote working conditions resulting from the COVID-19 pandemic have heightened ours and our portfolio companies' vulnerability to a cybersecurity risk or incident.

We may incur lender liability as a result of our lending activities.

In recent years, a number of judicial decisions have upheld the right of borrowers and others to sue lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. We may be subject to allegations of lender liability, which could be time-consuming and expensive to defend and result in significant liability.

We may incur liability as a result of providing managerial assistance to our portfolio companies.

In the course of providing significant managerial assistance to certain portfolio companies, certain of our management and directors may serve as directors on the boards of such companies. To the extent that litigation arises out of investments in these companies, our management and directors may be named as defendants in such litigation, which could result in an expenditure of our funds, through our indemnification of such officers and directors, and the diversion of management time and resources.

Churchill may not be able to achieve the same or similar returns as those achieved by our senior management and investment personnel while they were employed at prior positions.

The track record and achievements of the senior investment professionals of Churchill are not necessarily indicative of future results that will be achieved by Churchill. As a result, Churchill may not be able to achieve the same or similar returns as those previously achieved by the senior investment professionals of Churchill.

Soft dollars and research received and conducted on our behalf will be shared by others.

We may and will bear more or less of the costs of soft dollar or other research than other clients of Churchill and its affiliates who benefit from such products or services. These research products or services may and will also benefit and be used to assist other clients of Churchill and its affiliates. Research generated for Churchill’s credit strategy on our behalf will be used to benefit other investment strategies of Churchill and its affiliates. Furthermore, Churchill’s implementation of a credit strategy on our behalf will rely on its affiliates research efforts to manage the client/fund portfolios of such affiliates.


Our access to confidential information may restrict our ability to take action with respect to some of our investments, which, in turn, may negatively affect our results of operations.


We, directly or through the Advisers, may obtain confidential information about the companies in which we may invest or be deemed to have such confidential information. The Advisers may come into possession of material, non-public information through its members, officers, directors, employees, principals or affiliates. The possession of such information may, to our detriment, limit the ability of us and the Advisers to buy or sell a security or otherwise to participate in an investment opportunity. In certain circumstances, employees of the Advisers may serve as board members or in other capacities for portfolio or potential portfolio companies, which could restrict our ability to trade in the securities of such companies. For example, if personnel of our Advisers come into possession of material non-public information with respect to our investments, such personnel will be restricted by our Advisers’ information-sharing policies and procedures or by law or contract from sharing such information with our management team, even where the disclosure of such information would be in our best interests or would otherwise influence decisions taken by the members of the management team with respect to that investment. This conflict and these procedures and practices may limit the freedom of the Advisers to enter into or exit from potentially profitable investments for us, which could have an adverse effect on our results of operations. Accordingly, there can be no assurance that we will be able to fully leverage the resources and industry expertise of our Advisers in the course of their duties. Additionally, there may be circumstances in which one or more individuals associated with our Advisers will be precluded from providing services to us because of certain confidential information available to those individuals.individuals or to other parts of our Advisers.


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Risks Related to Business Development Companies

Our Operationsability to enter into transactions involving derivatives and unfunded commitment transactions may be limited.


Economic recessionsIn 2020, the SEC adopted Rule 18f-4 under the 1940 Act, which relates to the use of derivatives and other transactions that create future payment or downturns could impair our portfolio companiesdelivery obligations by BDCs (and other funds that are registered investment companies). Under Rule 18f-4, for which compliance was required beginning in August 2022, BDCs that use derivatives are subject to a value-at-risk (“VaR”) leverage limit, certain derivatives risk management program and harm our operating results.

Many of our portfolio companies will be susceptibletesting requirements, and requirements related to economic slowdowns or recessions, includingboard reporting. These requirements apply unless the BDC qualifies as a result“limited derivatives user,” as defined in Rule 18f-4. A BDC that enters into reverse repurchase agreements or similar financing transactions could either (i) comply with the asset coverage requirements of Section 18, as modified by Section 61 of the COVID-19 pandemic,1940 Act, when engaging in reverse repurchase agreements or (ii) choose to treat such agreements as derivatives transactions under Rule 18f-4. In addition, under Rule 18f-4, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and may be unable to repay our loans during these periods. Therefore, any non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may decrease the value of collateral securing some of our loans and the value of our equity investments and could lead to financial losses in our portfolio and a corresponding decrease in revenues, net income and assets.

Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing our investments and harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of its loans and foreclosure on its assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s abilitycash equivalents to meet its obligations underwith respect to all of its unfunded commitment agreements, in each case as it becomes due. If the debt securities that we hold. We may incur expensesBDC cannot meet this requirement, it is required to treat the unfunded commitment as a derivatives transaction subject to the extent necessaryaforementioned requirements of Rule 18f-4. Collectively, these requirements may limit our ability to seek recovery upon default use derivatives and/or enter into certain other financial contracts. We qualify as a “limited derivatives user,” and as a result the requirements applicable to negotiate new terms withus under Rule 18f-4 may limit our ability to use derivatives and enter into certain other financial contracts. However, if we fail to qualify as a defaulting portfolio company. It is possible that we couldlimited derivatives user and become subject to a lender liability claim, including as a resultthe additional requirements under Rule 18f-4, compliance with such requirements may increase cost of actions taken if we or Churchill renders significant managerial assistance to the borrower. Furthermore, if one of our portfolio companies were to file for bankruptcy protection, even though we may have structured our investment as senior secured debt, depending on the facts and circumstances, including the extent todoing business, which we or Churchill provided managerial assistance to that portfolio company or otherwise exercise control over it, a bankruptcy court might re-characterize our debt as a form of equity and subordinate all or a portion of our claim to claims of other creditors.

Market conditions have materially and adversely affected debt and equity capital markets in the United States and around the world.

In the past, the global capital markets experienced periods of disruption resulting in increasing spreads between the yields realized on riskier debt securities and those realized on securities perceived as being risk-free and a lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector relating to subprime mortgages and the re-pricing of credit risk in the broadly syndicated market. These events, along with the deterioration of the housing market, illiquid market conditions, declining business and consumer confidence and the failure of major financial institutions in the United States, led to a general decline in economic conditions. This economic decline materially and adversely affected the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and to financial firms in particular. If such a period of disruption were to occur in the future, to the extent that we wish to use debt to fund our investments, the debt capital that will be available to us, if at all, may be at a higher cost, and on terms and conditions that may be less favorable, than what we expect, which could negatively affect our financial performance and results. A prolonged period of market illiquidity may cause us to reduce the volume of loans we originate and/or fund below historical levels and adversely affect the value of our portfolio investments, which could have a material and adverse effect on our business, financial condition, and results of operations. The spread between the yields realized on riskier debt securities and those realized on securities perceived as being risk-free has remained narrow on a relative basis recently. If these spreads were to widen or if there were deterioration of market conditions, these events could materially and adversely affect our business.

Our investments in leveraged portfolio companies may be risky, and you could lose all or part of your investment.

Investment in leveraged companies involves a number of significant risks. Leveraged companies in which we invest may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold. Such developments may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees that we may have obtained in connection with our investment. In addition, our junior secured loans are generally subordinated to Senior Loans. As such, other creditors may rank senior to us in the event of an insolvency.

We intend to invest in middle-market, privately owned companies, which may present a greater risk of loss than loans to larger companies.

We intend to invest in loans to middle-market, privately owned companies. Compared to larger, publicly traded firms, these companies generally have more limited access to capital and higher funding costs, may be in a weaker financial position and may need more capital to expand, compete and operate their business. In addition, many of these companies may be unable to obtain financing from public capital markets or from traditional sources, such as commercial banks. Accordingly, loans made to these types of borrowers may entail higher risks than loans made to companies that have larger businesses, greater financial resources or are otherwise able to access traditional credit sources on more attractive terms.

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Investing in middle-market companies involves a number of significant risks, including that middle-market companies:

•may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

•are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;

•typically have more limited access to the capital markets, which may hinder their ability to refinance borrowings;

•will be unable to refinance or repay at maturity the unamortized loan balance as we structure our loans such that a significant balance remains due at maturity;

•generally have less predictable operating results, may be particularly vulnerable to changes in customer preferences or market conditions, depend on one or a limited number of major customers;

•may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and

•generally have less publicly available information about their businesses, operations and financial condition. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and may lose all or part of our investment.

Any of these factors or changes thereto could impair a portfolio company’s financial condition, results of operation, cash flow or result in other adverse events, such as bankruptcy, any of which could limit a portfolio company’s ability to make scheduled payments on loans from us. This, in turn, may lead to their inability to make payments on outstanding borrowings, which could result in losses in our loan portfolio and a decrease in our net interest income and book value.

We may be subject to risks associated with our investments in Senior Loans.

We intend to invest in Senior Loans. Senior Loans are usually rated below investment grade or may also be unrated. As a result, the risks associated with senior secured loans may be considered by credit rating agencies to be similar to the risks of below investment grade fixed income instruments, although Senior Loans are senior and secured in contrast to other below investment grade fixed income instruments, which are often subordinated or unsecured. Investment in Senior Loans rated below investment grade is considered speculative because of the credit risk of their issuers. Such companies are more likely than investment grade issuers to default on their payments of interest and principal owed to us, and such defaults could have a material adverse effect on our performance. An economic downturn would generally lead to a higher non-payment rate,business, financial condition, results of operations, and a Senior Loan may lose significant market value before a default occurs. Moreover, any specific collateral used to secure a Senior Loans may decline in value or become illiquid, which would adversely affect the Senior Loan’s value.cash flows.


There may be less readily available and reliable information about most senior secured loans than is the case for many other types of securities, including securities issued in transactions registered under the 1933 Act or registered under the 1934 Act. As a result, Churchill will rely primarily on its own evaluation of a borrower’s credit quality rather than on any available independent sources. Therefore,If we will be particularly dependent on the analytical abilities of Churchill.

In general, the secondary trading market for senior secured loans is not well developed. No active trading market may exist for certain senior secured loans, which may make it difficult to value them. Illiquidity and adverse market conditions may mean that we may not be able to sell senior secured loans quickly or at a fair price. To the extent that a secondary market does exist for certain senior secured loans, the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.


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We may be subject to risks associated with our investment in junior debt securities.

We may invest in junior debt securities. Although certain junior debt securities are typically senior to common stock or other equity securities, the equity and debt securities in which we will invest may be subordinated to substantial amounts of senior debt, all or a significant portion of which may be secured. Such subordinated investments may be characterized by greater credit risks than those associated with the senior obligations of the same issuer. These subordinated securities may not be protected by all of the financial covenants, such as limitations upon additional indebtedness, typically protecting such senior debt. Holders of junior debt generally are not entitled to receive full payments in bankruptcy or liquidation until senior creditors are paid in full. Holders of equity are not entitled to payments until all creditors are paid in full. In addition, the remedies available to holders of junior debt are normally limited by restrictions benefitting senior creditors. In the event any portfolio company cannot generate adequate cash flow to meet senior debt service, we may suffer a partial or total loss of capital invested.

We may be subject to risks associated with “covenant-lite” loans.

Certain loans in which we invest may be “covenant-lite.” We use the term “covenant-lite” loans to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we are exposed to “covenant-lite” loans, we may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

We may be subject to risks associated with our investments in unitranche secured loans and securities.

We may invest in unitranche secured loans, which are a combination of senior secured and junior secured debt in the same facility. Unitranche secured loans provide all of the debt needed to finance a leveraged buyout or other corporate transaction, both senior and junior, but generally in a first-lien position, while the borrower generally pays a blended, uniform interest rate rather than different rates for different tranches. Unitranche secured debt generally requires payments of both principal and interest throughout the life of the loan. Generally, we expect these securities to carry a blended yield that is between senior secured and junior debt interest rates. Unitranche secured loans provide a number of advantages for borrowers, including the following: simplified documentation, greater certainty of execution and reduced decision-making complexity throughout the life of the loan. In some cases, a portion of the total interest may accrue or be paid in kind. Because unitranche secured loans combine characteristics of senior and junior financing, unitranche secured loans have risks similar to the risks associated with senior secured and second-lien loans and junior debt in varying degrees according to the combination of loan characteristics of the unitranche secured loan.

We may be subject to risks associated with our investment in equity-related securities.

Our investments may include equity-related securities, such as rights and warrants that may be converted into or exchanged for the issuer’s common stock or the cash value of the issuer’s common stock. The equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We will generally have little, if any, control over the timing of any gains we may realize from our equity investments. We may also be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We may be unable to exercise any put rights we acquire, which would grant us the right to sell our equity securities back to the portfolio company, for the consideration provided in its investment documents if the issuer is in financial distress. Additionally, we may make equity or equity-related investments alongside a Senior Loan investment, which may result in conflicts related to the rights of those investments.

Loans may become nonperforming for a variety of reasons.

A loan or debt obligation may become non-performing for a variety of reasons. Such non-performing loans may require substantial workout negotiations or restructuring that may entail, among other things, a substantial reduction in the interest rate, a substantial write-down of the principal amount of the loan and/or the deferral of payments. In addition, such negotiations or restructuring may be quite extensive and protracted over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery. We may also incur additional expenses to the extent that it is required to seek recovery upon a default on a loan or participate in the restructuring of such obligation. The liquidity for defaulted loans may be limited, and to the extent that defaulted loans are sold, it is highly unlikely that the proceeds from such sale will be equal to the amount of unpaid principal and interest thereon. In connection with any such defaults, workouts or restructuring, although we exercise voting rights with respect to an individual loan, we may not be able to exercise votes in respect of a sufficient percentage of voting rights with respect to such loan to determine the outcome of such vote.


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The lack of liquidity in our investments may adversely affect our business.

Allportion of our assets may be invested in illiquid securities, and a substantial portion of our investments in leveraged companies will be subjectqualifying assets, we could fail to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make it difficult for us to sell such investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded these investments. As a result, we do not expect to achieve liquidity in our investments in the near-term. However, to maintain the election to be regulatedqualify as a BDC, and qualify as a RIC, we may have to dispose of investments if we do not satisfy one or more of the applicable criteria under the respective regulatory frameworks. We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we or any of the Advisers have material nonpublic information regarding such portfolio company.

Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our NAV through increased net unrealized depreciation.

As a BDC, we will be required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by the Board. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. We record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in our portfolio. The effect of all of these factors on our portfolio may reduce our NAV by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in future periods, which couldwould have a material adverse effect on our business, financial condition and results of operations.


OurAs a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets. We believe that most of the investments that we may acquire in the future will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, from making follow-on investments in existing portfolio companies which could result in the dilution of our position or could require us to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of investments quickly, it could be difficult to dispose of such investments on favorable terms. We may prepay loans, which prepaymentnot be able to find a buyer for such investments and, even if we do find a buyer, we may reduce stated yields if capital returned cannot be invested in transactions with equal or greater expected yields.have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition, results of operations, and cash flows.


The loans that will underlie

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Many of our portfolio investments will be recorded at fair value as determined in good faith by the Adviser, as the valuation designee, subject to the oversight of the Board, and, as a result, there may be callableuncertainty as to the value of our portfolio investments.

Our Board designated the Adviser as our valuation designee (the “Valuation Designee”) pursuant to Rule 2a-5 under the 1940 Act to determine the fair value of our investments that do not have readily available market quotations, effective beginning in the fiscal quarter ended March 31, 2023. Under the 1940 Act, we are required to carry our portfolio investments at any time, and many of them can be repaid with no premium to par. It is not clear at this time whenmarket value or if any loan mightthere is no readily available market value, at fair value as determined by the Valuation Designee, subject to the oversight of the Board.

Many of our portfolio investments may take the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be called. Whether readily determinable, and we value these securities at fair value as determined in good faith by the Valuation Designee, including to reflect significant events affecting the value of our securities. As part of the valuation process, we may take into account the following types of factors, if relevant, in determining the fair value of our investments:

•a loan is called will depend both on the continued positive performancecomparison of the portfolio company’s securities to publicly traded securities;
•the enterprise value of a portfolio company;
•the nature and realizable value of any collateral;
•the portfolio company’s ability to make payments and its earnings and discounted cash flow;
•the markets in which the portfolio company does business; and
•changes in the interest rate environment and the existence of favorable financing market conditionscredit markets generally that allow such companymay affect the ability to replace existing financing with less expensive capital. As market conditions change frequently, it is unknown when, and if, thisprice at which similar investments may be possible for eachmade in the future and other relevant factors.

We expect that most of our investments (other than cash and cash equivalents) will be classified as Level 3 in the fair value hierarchy and require disclosures about the level of disaggregation along with the inputs and valuation techniques we use to measure fair value. This means that our portfolio company. Risks associated with owning loansvaluations are based on unobservable inputs and our own assumptions about how market participants would price the asset or liability in question. Inputs into the determination of fair value of our portfolio investments require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information or broker quotes, which include the fact that prepayments may occur at any time, sometimes without premium or penalty, anda disclaimer that the exercisebroker would not be held to such a price in an actual transaction. The non-binding nature of prepayment rights during periodsconsensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of declining spreads could cause us to reinvest prepayment proceeds in lower-yielding instruments. Insuch information. We employ the caseservices of some of these loans, having the loan called early may reduce our achievable yield if the capital returned cannot be invested in transactions with equal or greater expected yields.

Our portfolio may be exposed in part to one or more specific industries,independent service providers to review the valuation of these securities. The types of factors that the Valuation Designee may take into account in determining the fair value of our investments generally include, as appropriate, comparison to publicly traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may subject usfluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to this uncertainty in the value of our portfolio investments, a risk of significant loss infair value determination may cause NAV on a particular investmentgiven date to materially understate or investments if there is a downturn inoverstate the value that particular industry.

Our portfoliowe may have significant exposure toultimately realize upon one or more specific industries. A downturn in any particular industryof our investments. As a result, investors purchasing our shares based on an overstated NAV would pay a higher price than the value of the investments might warrant. Conversely, investors selling shares during a period in which the NAV understates the value of investments will receive a lower price for their shares than the value the investment portfolio might warrant.

We will adjust quarterly the valuation of our portfolio to reflect the determination of the Valuation Designee of the fair value of each investment in our portfolio. Any changes in fair value are recorded in our statements of operations as net change in unrealized gain (loss) on investments.

We will be subject to U.S. federal income tax at corporate rates on our earnings if we are invested could significantly impactunable to qualify or maintain qualification as a RIC under Subchapter M of the aggregate returnsCode.

We have elected, and intend to qualify annually thereafter, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code; however, no assurance can be given that we realize. If an industry in whichwill be able to qualify for and maintain RIC tax treatment. To receive RIC tax treatment under the Code, we have significant investments suffers from adverse business or economic conditions, as these industries havemust meet certain requirements, including source-of-income, asset diversification and distribution requirements. The annual distribution requirement applicable to varying degrees, a material portionRICs generally is satisfied if we timely distribute at least 90% of our investment portfolio couldnet ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our shareholders on an annual basis. We will be affected adversely, which, in turn, could adversely affect our financial position and results of operations.

subject to U.S. federal income tax at corporate rates on any income that we do not timely distribute. In addition, we will be subject to a 4% nondeductible U.S. federal excise tax to the extent that we do not satisfy certain additional minimum distribution requirements on a calendar year basis. To the extent original issue discount and payment-in-kind interest constitute a portion of our income,we use debt financing, we will be exposedsubject to typical risks associated withcertain asset coverage ratio requirements under the 1940 Act and may be subject to financial covenants under loan and credit agreements, each of

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which could, under certain circumstances, restrict us from making annual distributions necessary to receive RIC tax treatment. If we are unable to obtain cash needed to pay such income being requiredannual distributions from other sources, we may fail to be includedtaxed as a RIC and, thus, may be subject to U.S. federal income tax at corporate rates on our entire taxable income without regard to any distributions made by us. In order to be taxed as a RIC, we must also meet certain asset diversification requirements at the end of each quarter of our taxable year. Failure to meet these tests may result in taxableour having to dispose of certain investments quickly in order to prevent the loss of RIC tax treatment. Because most of our investments are in private or thinly traded public companies, any such dispositions could be made at disadvantageous prices and accountingmay result in substantial losses. If we fail to be taxed as a RIC for any reason and become subject to U.S. federal income priortax at corporate rates, the resulting tax could substantially reduce our net assets, the amount of income available for distributions to receiptshareholders and the amount of our distributions and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and our shareholders.

We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.


Our investments mayFor U.S. federal income tax purposes, we will include original issue discount,in income certain amounts that we have not yet received in cash, such as OID, or OID, components and may includethrough contracted PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term. OID, which could be significant relative to our overall investment activities, or increases in loan balances as a result of contracted PIK dividend components. To the extent original issue discount constitutes a portion of our income, we are exposed to typical risks associated with such income being required toarrangements, will be included in taxable and accounting income priorbefore we receive any corresponding cash payments. We also may be required to receipt of cash, including the following:

•We must include in income each year a portioncertain other amounts that we will not receive in cash.

Beginning in fiscal quarter ending June 30, 2025, following the expiration of the OID that accrues overfee waiver, the lifepart of the obligation, regardlessincentive fee that will be payable by us that relates to our net investment income is computed and will be paid on income that may include interest that has been accrued but not yet received in cash, such as OID and PIK interest. If we pay a net investment income incentive fee on interest that has been accrued, but not yet received in cash, it will increase the basis of whetherour investment in that loan, which will reduce the capital gains incentive fee that we would otherwise pay in the future. Nevertheless, if we pay a net investment income incentive fee on interest that has been accrued but not yet received, and if that portfolio company defaults on such a loan, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible.

Because we may recognize income before or without receiving cash representing such income, is received by us in the same taxable year. Because any OID or other amounts accrued will be included in investment company taxable income for the year of the accrual, we may be requiredhave difficulty meeting the requirements applicable to makeRICs. In such a distribution to our shareholders in order to satisfy our annual distribution requirements, even though we will not have received any corresponding cash amount. As a result,case, we may have to sell some of our investments at times and/or at prices thatwe would not beconsider advantageous, to us, raise additional debt or equity capital or forgoreduce new investment opportunities.originations and sourcings to meet these distribution requirements. If we are not able to obtain such cash from other sources, we may fail to qualify for the tax benefits available to RICs and thus be subject to U.S. federal income tax on our earnings at corporate rates.



Regulations governing our operation as a BDC affect our ability to and the way in which we raise additional capital.
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•OID instrumentsWe may create heightened credit risks because the inducementissue debt securities or preferred shares and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the borrower to accept higher interest rates in exchange for the deferral of cash payments typically represents, to some extent, speculation on the part of the lender.

•Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation.

•OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of the collateral.

•OID instruments generally represent a significantly higher credit risk than coupon loans.

•OID income received by us may create uncertainty about the source of our cash distributions to shareholders. For accounting purposes, any cash distributions to shareholders representing OID or market discount income are not treated as coming from paid-in capital, even though the cash to pay them comes from the offering proceeds. Thus, although a distribution of OID or market discount interest comes from the cash investedmaximum amount permitted by the shareholders, Section 19(a)1940 Act. Under the provisions of the 1940 Act, does not require that shareholders be given notice of this fact by reporting itwe are permitted as a BDC to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150% of total assets less all liabilities and indebtedness not represented by senior securities, immediately after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this requirement. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. This could have a material adverse effect on our operations and we may not be able to make distributions in an amount sufficient to be subject to taxation as a RIC, or at all. In addition, issuance of securities could dilute the percentage ownership of our current shareholders in us.

No person or entity from which we borrow money will have a veto power or a vote in approving or changing any of our fundamental policies. If we issue preferred shares, the preferred shares would rank “senior” to shares in our capital structure, preferred shareholders would have separate voting rights on certain matters and might have other rights, preferences or privileges more favorable than those of our shareholders, and the issuance of preferred shares could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our shares or otherwise be in your best interest. Holders of our shares will directly or indirectly bear all of the costs associated with offering and servicing any preferred shares that we issue. In addition, any interests of preferred shareholders may not necessarily align with the interests of holders of our shares and the rights of holders of preferred shares to receive dividends would be senior to those of holders of our shares.

As a BDC, we generally are not able to issue our shares at a price below NAV per share without first obtaining the approval of our shareholders and our independent directors. If we raise additional funds by issuing more shares or senior securities convertible into, or exchangeable for, our shares, then percentage ownership of our shareholders at that time would decrease, and you might experience dilution. We may seek shareholder approval to sell shares below NAV in the future.


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Risks Related to Our Existing and Future Indebtedness

When we use leverage, the potential for loss on amounts invested in us and may increase the risk of investing in us. Leverage also may adversely affect the return on our assets, reduce cash available for distribution to our shareholders, and result in losses.

The use of borrowings, also known as leverage, increases the volatility of investments by magnifying the potential for loss on invested equity capital. When we use leverage to partially finance our investments, through borrowing from banks and other lenders, shareholders will experience increased risks of investing in our shares. If the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distributions to our shareholders. In addition, our shareholders will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the management fees or incentive fees (beginning in fiscal quarter ending June 30, 2025 following the expiration of the fee waiver) payable to the Adviser.


•We use and intend to continue to use leverage to finance our investments. The deferralamount of PIK interest hasleverage that we employ will depend on the Adviser’s and our Board’s assessment of market and other factors at the time of any proposed borrowing. There can be no assurance that leveraged financing will be available to us on favorable terms or at all. However, to the extent that we use leverage to finance our assets, our financing costs will reduce cash available for distributions to shareholders. Moreover, we may not be able to meet our financing obligations and, to the extent that we cannot, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. In such an event, we may be forced to sell assets at significantly depressed prices due to market conditions or otherwise, which may result in losses.

We generally are required to meet a negative impactcoverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred shares that we may issue in the future, of at least 150%. If this ratio were to fall below 150%, we could not incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. This could have a material adverse effect on liquidity, as it represents non-cash income that may require distribution of cash dividendsour operations and investment activities. Moreover, our ability to make distributions to shareholders in ordermay be significantly restricted or we may not be able to maintain our RIC status. In addition, the deferralmake any such distributions whatsoever. The amount of PIK interest also increases the loan-to-value (“LTV”) ratio at a compounding rate, thus, increasing the riskleverage that we will absorbemploy will be subject to oversight by our Board, a lossmajority of whom are independent directors with no material interests in such transactions.

Although leverage has the eventpotential to enhance overall returns that exceed our cost of foreclosure.

•OID and market discount instruments create the risk of non-refundable incentive fee paymentsfunds, they will further diminish returns (or increase losses on capital) to the Adviser based on non-cash accrualsextent overall returns are less than our cost of funds. In addition, borrowings may be secured by the shareholders’ investments as well as by our assets and the documentation relating to such transactions may provide that we may not ultimately realize.

We will beduring the continuance of a non-diversified investment company withindefault under such arrangement, the meaninginterests of the 1940 Act, and therefore we are not limited by the 1940 Act with respectholders of shares may be subordinated to the proportioninterests of our assetslenders or debtholders.

Our credit facilities and other borrowing arrangements impose financial and operating covenants that may be invested in securities of a single issuer.

We will be classified as a non-diversified investment company withinrestrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respectdistributions required to the proportion of our assets that we may invest in securities of a single issuer. Our portfolio may be concentrated in a limited number of portfolio companies and industries. Beyond the asset diversification requirements associated withmaintain our qualification as a RIC under the Code, we will notCode. A failure to renew our facilities or to add new or replacement debt facilities or issue additional debt securities or other evidences of indebtedness could have fixed guidelines for diversification. To the extent that we assume large positions in the securitiesa material adverse effect on our business, financial condition, results of operations and liquidity.

The current period of capital markets disruption and economic uncertainty may make it difficult to raise additional capital and any failure to do so could have a small number of issuers,material adverse effect on our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in thebusiness, financial condition or results of operations.

Current market conditions may make it difficult to raise additional capital with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the market’s assessmentfuture, if at all, may be at a high cost and on unfavorable terms and conditions, including being at a higher cost in rising rate environments. If we are unable to raise additional debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies. If we are unable to obtain credit facilities on commercially reasonable terms, our liquidity may be reduced significantly. If we are unable to repay amounts outstanding under any facility we may enter into and be declared in default or are unable to renew or refinance any such facility, it would limit our ability to initiate significant originations or to operate our business in the normal course. These situations may arise due to circumstances that we may be unable to control, such as inaccessibility of the issuer. We may also be more susceptible to any single economic or regulatory occurrence thancredit markets, a diversified investment company. As a result, the aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment. Additionally, while we are not targeting any specific industries, our investments may be concentratedsevere decline in relatively few industries. As a result, a downturn in any particular industry in which we are invested could also significantly impact the aggregate returns we realize.

We may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies, enter into bankruptcy proceedings.

Leveraged companies may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by a portfolio company may adversely and permanently affect the portfolio company. If the proceeding is converted to a liquidation, the value of the issuerU.S. dollar, a further economic downturn or an operational problem that affects third parties or us, and could materially damage our business. Moreover, we are unable to predict when economic and market conditions may become more favorable. An inability to obtain new indebtedness could have a material adverse effect on our business, financial condition or results of operations.
Our asset coverage requirement was reduced from 200% to 150%, which could increase the risk of investing in the Company.


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The 1940 Act generally prohibits BDCs from incurring indebtedness unless immediately after such borrowing it has an asset coverage for total borrowings of at least 200% or 150% if certain requirement under the 1940 Act are met. The Board and TIAA (as the Company’s initial shareholder) approved a proposal to adopt an asset coverage ratio of 150% in connection with the organization of the Company. Incurring additional indebtedness could increase the risk of investing in the Company. The 150% asset coverage ratio became applicable to the Company on December 26, 2019.

Leverage magnifies the potential for loss on investments in our indebtedness and on invested equity capital. As we use leverage to partially finance our investments, you will experience increased risks of investing in our shares. If the value of our assets increases, then leveraging would cause the NAV attributable to our shares to increase more sharply than it would have had we not equalleveraged. Conversely, if the liquidation value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged our business. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to pay dividends, scheduled debt payments or other payments related to our securities. Leverage is generally considered a speculative investment technique.

Provisions in our credit facilities may limit our investment discretion.

Our existing and any future credit facilities may be backed by all or a portion of our loans and securities on which the lenders will have a security interest. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instrument we enter into with lenders. We expect that was believedany security interests we grant will be set forth in a pledge and security agreement and evidenced by the filing of financing statements by the agent for the lenders. In addition, we expect that the custodian for our securities serving as collateral agent for such loan would include in its electronic systems notices indicating the existence of such security interests and, following notice of occurrence of an event of default, if any, and during its continuance, will only accept transfer instructions with respect to existany such securities from the lender or its designee. If we were to default under the terms of any debt instrument, the agent for the applicable lenders would be able to assume control of the timing of disposition of any or all of our assets securing such debt, which would have a material adverse effect on our business, financial condition, results of operations and cash flows. In connection with one or more credit facilities entered into by the Company, distributions to shareholders may be subordinated to payments required in connection with any indebtedness contemplated thereby.

In addition, any security interests and/or negative covenants required by a credit facility may limit our ability to create liens on assets to secure additional debt and may make it difficult for us to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing. In addition, if our borrowing base under a credit facility were to decrease, we may be required to secure additional assets in an amount sufficient to cure any borrowing base deficiency. In the event that all of our assets are secured at the time of the investment. The durationsuch a borrowing base deficiency, we could be required to repay advances under a credit facility or make deposits to a collection account, either of which could have a bankruptcy proceeding is also difficultmaterial adverse impact on our ability to predict,fund future investments and a creditor’s return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. The administrative costs in connection with a bankruptcy proceeding are frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.distributions.


Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to:

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•increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company;

•exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or

•preserve or enhance the value of our investment.

We have discretion to make follow-on investments, subject to the availability of capital resources and the provisions of the 1940 Act. Failure on our part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because we are inhibited by compliance with BDC requirements or the desire to maintain our RIC status. Our ability to make follow-on investments may also be limited by Churchill’s allocation policy.

Because we will not hold controlling equity interests in the majority of our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies, which could decrease the value of our investments.

We do not expect to hold controlling equity positions in the majority of our portfolio companies. Our debt investments may provide limited control features such as restrictions, for example, on the ability of a portfolio company to assume additional debt, or to use the proceeds of our investment for other than certain specified purposes. “Control” under the 1940 Act is presumed at more than 25% equity ownership, and may also be present at lower ownership levels where we provide managerial assistance. When we do not acquire a controlling equity position in a portfolio company,In addition, we may be subject to limitations as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral interests and investment ratings, as well as regulatory restrictions on leverage which may affect the riskamount of funding that may be obtained. There also may be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a portfolio company may makeviolation of which could limit further advances and, in some cases, result in an event of default. An event of default under a credit facility could result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on our business decisions with whichand financial condition. This could reduce our liquidity and cash flow and impair our ability to grow our business.

Any defaults under a credit facility could adversely affect our business.

In the event we disagree, and that the management and/default under a credit facility or shareholders of a portfolio company may take risks or otherwise act in ways that are adverse toother borrowings, our interests. Due to the lack of liquidity of the debt and equity investments that we typically hold in our portfolio companies,business could be adversely affected as we may not be ableforced to disposesell a portion of our investments quickly and prematurely at what may be disadvantageous prices to us in order to meet our outstanding payment obligations and/or support working capital requirements under such borrowing facility, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, following any such default, the agent for the lenders under such borrowing facility could assume control of the disposition of any or all of our assets, including the selection of such assets to be disposed and the timing of such disposition, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.


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We are subject to risks associated with our debt securitizations.

As a result of debt securitizations sponsored by us, including the 2022 Debt Securitization, the 2023 Debt Securitization and the 2024 Debt Securitization, we are subject to a variety of risks, including those set forth below. We use the term “debt securitization” to describe a form of secured borrowing under which an operating company (sometimes referred to as an “originator” or “sponsor”) acquires or originates loans or other assets that earn income, whether on a one-time or recurring basis (collectively, “income producing assets”), and borrows money on a non-recourse basis against a legally separate pool of loans or other income producing assets. In a typical debt securitization, the originator transfers the loans or income producing assets to a single-purpose, bankruptcy-remote subsidiary (also referred to as a “special purpose entity”), which is established solely for the purpose of holding loans and income producing assets and issuing debt secured by these income producing assets. The special purpose entity completes the borrowing through the issuance of notes secured by the loans or other assets. The special purpose entity may issue the notes in the eventcapital markets to a variety of investors, including banks, non-bank financial institutions and other investors. In our debt securitizations, institutional investors purchase certain notes issued by our indirect, wholly-owned subsidiary, in private placements. Pursuant to a collateral management agreement governing our debt securitization, we disagreemay incur liability as the collateral manager to our indirect, wholly-owned subsidiary. Additionally, as collateral manager to our indirect, wholly-owned subsidiary, we manage multiple tranches of debt associated with the actionsdebt securitization. We also hold equity in the debt securitization, and this first loss position may create a more concentrated risk of a portfolio companyloss compared to our overall portfolio. See “Management's Discussion and may therefore suffer a decreaseAnalysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for more information about CLO-I and CLO-II.

The Notes and membership interests that we hold that were issued by our CLO are subordinated obligations of such CLO and we could be prevented from receiving cash from such CLO.

The notes offered in our debt securitizations (the “Notes”) were issued by our indirect, wholly-owned, consolidated subsidiary (the “CLO”). The Notes that were issued by the CLO and retained by us are the most junior class of notes issued by the CLO, are subordinated in priority of payment to the other notes issued by CLO and will be subject to certain payment restrictions set forth in the indenture governing the Notes issued by such CLO. Therefore, we only receive cash distributions on the Notes if such CLO has made all cash interest payments to all other notes it has issued. Consequently, to the extent that the value of our investments.

Defaultsthe portfolio of loan investments held by our portfolio companies will harm our operating results.

A portfolio company’s failure to satisfy financialthe CLO has been reduced as a result of conditions in the credit markets, or operating covenants imposed by usas a result of defaulted loans or other lenders could lead to defaults and, potentially, terminationindividual fund assets, the value of its loans and foreclosure on its assets. This could trigger cross-defaults under other agreements and jeopardize such portfolio company’s ability to meet its obligations under the debt or equity securitiesNotes that we hold. Wehave retained at their redemption could be reduced. If the CLO does not meet the asset coverage tests or the interest coverage test set forth in the documents governing such debt securitization, cash would be diverted from the Notes that we hold to first pay the more senior notes issued by the CLO in amounts sufficient to cause such tests to be satisfied. Separately, we may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company.the CLO or any other investment we may make. If any of these occur, it could materially and adversely affect our operating results and cash flows.


In addition, manyThe CLO is the residual claimant on funds, if any, remaining after holders of our investments will likelyall classes of notes issued by such CLO have a principal amount outstanding atbeen paid in full on each payment date or upon maturity which could result in a substantial loss to us if the borrower is unable to refinance or repay.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments inof such companies.

Although we expect that our investments will be primarily secured, some investments may be unsecured and subordinated to substantive amounts of senior indebtedness. The portfolio companies in which we invest usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. By their terms,notes under such debt instruments may provide thatsecuritization documents. As the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respectholder of the debt securities in which we invest. Also,membership interests in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled toCLO, we could receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions, on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.


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Additionally, certain loans that we make to portfolio companies may be secured on a second-priority basis by the same collateral securing senior secured debt of such companies. The first-priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first-priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second-priority liens after payment in full of all obligations secured by the first-priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second-priority liens, then,only to the extent not repaidthat the CLO makes distributions out of funds remaining after holders of all classes of notes issued by the CLO have been paid in full on the payment date any amounts due and owing on such payment date or upon maturity of such notes. In the event that we fail to receive cash directly from the proceeds of the sale of the collateral,CLO, we will only have an unsecured claim against the portfolio company’s remaining assets, if any.

The rights we may have with respectcould be unable to the collateral securing the loans we make distributions in amounts sufficient to maintain our portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of such senior debt, including in unitranche transactions. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first-priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first-priority liens:

•the ability to cause the commencement of enforcement proceedings against the collateral;be subject to tax as a RIC, or at all.

•the ability to control the conduct of such proceedings;

•the approval of amendments to collateral documents;

•releases of liens on the collateral; and

•waivers of past defaults under collateral documents.

We may not have the ability to control or direct such actions, even if our rights are adversely affected. In addition, a bankruptcy court may choose not to enforce an intercreditor agreement or other agreement with creditors.


We may be subject to risksconflicts of interest caused by our role as a collateral manager in CLO transactions.

We serve as collateral manager to each CLO under a collateral management agreement, and we may serve as collateral manager for additional CLOs in the future. There may be conflicts of interest associated with unsecured loanssponsoring and managing a CLO, including from the issuance of debt securitizations through CLOs we create to refinance our secured borrowings. In creating a CLO, we depend in part on distributions from the CLO’s assets out of its earnings and cash flows to enable us to make distributions to portfolio companies.

We may alsoshareholders. The ability of a CLO to make unsecured loans to portfolio companies, meaning that such loansdistributions will not benefit from any interest in collateral of such companies. Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.

We may be subject to risks associated with subordinated investments.

We may also make subordinated investments that rank below other obligationsvarious limitations, including the terms and covenants of the obligordebt it issues. A CLO also may take actions that delay distributions in rightorder to preserve ratings and to keep the cost of payment. Subordinated investments are generally more volatile than secured loanspresent and are subjectfuture financings lower or the CLO may be obligated to greater riskretain cash or other assets to satisfy over-collateralization requirements commonly provided for holders of default than senior obligations as a resultthe CLO’s debt, which could impact our ability to receive distributions from the CLO. Our use of adverse changesCLOs that we manage to satisfy financing needs, including through the declaration of distributions or the negotiation of terms and covenants in the financial condition of the obligor or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high LTV ratiodebt it issues, may create increased risks that its operations might not generate sufficient cash flow to service allconflicts of its debt obligations.interest.




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We may be subjectRisks Related to risks associated with syndicated loans.an Investment in Our Common Stock


From time to time, our investments may consist of syndicated loans. Under the documentation for such loans, a financial institution or other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on any collateral on behalf of the other lenders and distributes payments on the indebtedness as they are received. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a majority or two-thirds in commitments and/or principal amount of the associated indebtedness. In most cases, we do not expect to hold a sufficient amount of the indebtedness to be able to compel any actions by the agent. Accordingly, we may be precluded from directing such actions unless we act together with other holders of the indebtedness. If we are unable to direct such actions, weWe cannot assure you that the actions takenmarket price of our common stock will not decline below the IPO price or below our NAV. The market value of our common stock may be involatile and fluctuate significantly.

We currently list our best interests.

There is a riskcommon stock on the NYSE under the symbol “NCDL.” We cannot assure you that a loan agent may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtedness and actions to realize on proceeds of payments made by obligors that are in the possession or control of any other financial institution.trading market can be sustained. In addition, we cannot predict the prices at which our common stock will trade. The IPO offering price for our common stock was determined through our negotiations with the IPO underwriters and may not bear any relationship to the market price at which it may trade in the future. Shares of companies offered in an IPO often trade at a discount to the initial offering price. Also, shares of closed-end investment companies, including BDCs, frequently trade at a discount from their NAV and our shares may also be unable to removediscounted in the agent in circumstances in which removal would be in our best interests. Moreover, agented loans typically allow for the agent to resign with certain advance notice.

We may be subject to risks associated with our investments in special situation companies.

We may make investments inmarket. This characteristic of closed-end investment companies involved in (or the target of) acquisition attempts or tender offers, or companies involved in spin-offsis separate and similar transactions. In any investment opportunity involving any such type of business enterprise, there existsdistinct from the risk that the transaction in which such business enterprise is involvedour NAV per share may decline. We cannot predict whether our common stock will either be unsuccessful, take considerable timetrade at, above or result in a distributionbelow NAV. The risk of cash or a new security, the valueloss associated with this characteristic of which will be less than the purchase price to us of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, weclosed-end management investment companies may be requiredgreater for investors expecting to sell our investment at a loss. In connection with such transactions (or otherwise), we may purchase securities on a when-issued basis, which means that delivery and payment take place sometimecommon stock purchased in the offering soon after the date of the commitment to purchase and are often conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, reorganization or debt restructuring. The purchase price and/or interest rate receivable with respect to a when-issued security are fixed when we enter into the commitment. Such securities are subject to changes in market value prior to their delivery.

The disposition of our investments may result in contingent liabilities.

A significant portion of our investments may involve private securities. In connection with the disposition of an investment in private securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to potential liabilities. These arrangements may result in contingent liabilities that ultimately result in funding obligations that we must satisfy through our return of distributions previously made to us.

We may not realize gains from our equity investments.

We may in the future make investments that include warrants or other equity or equity-related securities.offering. In addition, if our common stock trades below its NAV, we may from time to time make non-control, equity co-investments in companies in conjunction with private equity sponsors. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we maywill generally not be able to realize gains fromsell additional common stock to the public at its market price without first obtaining the approval of a majority of our equity interests,shareholders (including a majority of our unaffiliated shareholders) and our independent directors for such issuance.

The market value and liquidity, if any, gains that we do realize on the dispositionfor shares of any equity interestsour common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be sufficientdirectly related to offset any other losses we experience. Weour operating performance. These factors include, but are not limited to:

•changes in the value of our portfolio of investments as a result of changes in market factors, such as interest rate shifts, and also may be unable to realize any value if aportfolio specific performance, such as portfolio company does notdefaults, among other reasons;
•changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;
•failure to maintain our qualification for RIC tax treatment;
•distributions that exceed our net investment income and net income as reported according to U.S. GAAP;
•changes in earnings or variations in operating results;
•changes in accounting guidelines governing valuation of our investments;
•any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
•departure of our Advisers or certain of their key personnel;
•general economic trends and other external factors; and
•loss of a major funding source.

If any of the above and other factors currently unknown to us were to occur, it could have a liquidity event, such as a sale ofmaterial adverse effect on the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We often seek puts or similar rights to give us the right to sell our equity securities back to the portfolio company issuer. We may be unable to exercise these put rights for the consideration provided in our investment documents if the issuer is in financial distress.


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Risks Relating to Our Shares

There is currently no public market for our Shares, and the liquidity of your investment is limited.

There is currently no public market for our Shares, and a market for our Shares may never develop. Our Shares are not registered under the 1933 Act, or any state securities law and are restricted as to transfer by law and the termsprice of our Charter. Our shareholders generally may not sell, assign or transfer Shares without prior written consent of the Adviser, which the Adviser may grant or withhold in its sole discretion. Except in limited circumstances for legal or regulatory purposes, our shareholders are not entitled to redeem their Shares. Our shareholders must be prepared to bear the economic risk of an investment in our Shares for an indefinite period of time. While we may engage in a liquidity event in the future, there can be no assurance that a liquidity event will be consummated for shareholders.common stock.


Our shareholders may experience dilution.


Our shareholders will not have preemptive rights to subscribe for or purchase any Sharesof our shares issued in the future. ToUnder the extent1940 Act, we generally are prohibited from issuing or selling our common shares at a price below NAV, which may be a disadvantage as compared with other public companies. We may, however, sell our common shares, or warrants, options, or rights to acquire our common shares, at a price below NAV if our independent directors determine that such sale is in our best interests and the best interests of our shareholders, and our shareholders, including a majority of unaffiliated shareholders, approve such sale. At a special meeting of shareholders held on December 15, 2023, our shareholders authorized us, subject to approval of our Board, to sell or otherwise issue shares of our common stock during the next year at a price below our NAV per share, subject to certain conditions. The authorization is effective until December 15, 2024. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the fair value of such securities (less any distributing commission or discount). If we issue additional equity interests, including in a follow-on public offering, a rights offering, or following a subsequent closing,private offering, a shareholder’s percentage ownership interest in the Companyus will be diluted. In addition, depending upon the terms and pricing of any additional offerings

If we sell or rights offerings and the valueotherwise issue shares of our investments,common stock at a shareholder may also experiencediscount to NAV, it will pose a risk of dilution in the NAV and fair value of our Shares.

We may not be able to pay distributions, our distributions may not grow over time and/or a portion of our distributions may be a return of capital.

We intend to pay distributions to our shareholders. WeIn particular, shareholders who do not purchase additional shares at or below the discounted price in proportion to their current ownership will experience an immediate decrease in NAV per share (as well as in the aggregate NAV of their shares if they do not participate at all). These shareholders will also experience a disproportionately greater decrease in their participation in our earnings and assets and their voting power than the increase we experience in our assets, potential earning power and voting interests from such issuances or sale. In addition, such issuances or sales may adversely affect the price at which our common stock trades.


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Purchases of our shares of common stock by us under the Company 10b5-1 Plan may result in the price of our shares of common stock being higher than the price that otherwise might exist in the open market.

On October 27, 2023, our Board approved the Company 10b5-1 Plan, under which BofA Securities, Inc., as our agent, will acquire up to $100 million in the aggregate of our shares of common stock during the period beginning on 60 calendar days following the end of the “restricted period” under Regulation M and will terminate upon the earliest to occur of (i) 12-months (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.

Whether purchases will be made under the Company 10b5-1 Plan and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot assure youpredict. These activities may have the effect of maintaining the market price of our shares of common stock or retarding a decline in the market price of the common stock, and, as a result, the price of our shares of common stock may be higher than the price that we will achieve investment results that will allowotherwise might exist in the open market.

Purchases of our shares of common stock by us under the Company 10b5-1 Plan may result in dilution to our NAV per share.

The Company 10b5-1 Plan requires BofA Securities, Inc., as our agent, to repurchase shares of common stock on our behalf when the market price per share is below the most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by us to sustainany previously announced NAV per share). Under the Company 10b5-1 Plan, the agent will increase the volume of purchases made as the price of our shares of common stock declines, subject to volume restrictions.

Because purchases under the Company 10b5-1 Plan will be made beginning at any price below our most recently reported NAV per share, if our NAV per share as of the end of a specified levelquarter is lower than the net asset per share as of cash distributionsthe end of the prior quarter, purchases under the Company 10b5-1 Plan during the period from the end of a quarter to the time of our earnings release announcing the new NAV per share for that quarter may result in dilution to our NAV per share. This dilution would occur because we would repurchase shares under the Company 10b5-1 Plan at a price above the NAV per share as of the end of the most recent quarter end, which would cause a proportionately smaller increase in our shareholders’ interest in our earnings and assets and their voting interest in us than the decrease in our assets resulting from such repurchase. As a result of any such dilution, our market price per share may decline. The actual dilutive effect will depend on the number of shares of common stock that could be so repurchased, the price and the timing of any repurchases under the Company 10b5-1 Plan.

Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.

The common stock sold in the IPO will be freely tradable without restrictions or make periodic increaseslimitations under the Securities Act.

Any shares purchased in our IPO or currently owned by our affiliates, as defined in the Securities Act, will be subject to the public information, manner of sale and volume limitations of Rule 144 under the Securities Act. The remaining shares of our common stock currently outstanding are “restricted securities” under the meaning of Rule 144 promulgated under the Securities Act and may only be sold if such sale is registered under the Securities Act or exempt from registration, including the exemption under Rule 144.

In addition, without the prior written consent of our Board:

•prior to January 23, 2025, a shareholder that is affiliated with the Advisers (other than with respect to shares acquired in our IPO) is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any shares of common stock held by such shareholder prior to January 24, 2024 (the “365-day restriction”);
•prior to April 23, 2024, a shareholder (other than certain individuals and entities affiliated with the Advisers, who are subject to the 365-day restriction above) is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any shares of common stock held by such shareholder prior to January 24, 2024;
•beginning on April 24, 2024 through July 22, 2024, a shareholder (other than certain individuals and entities affiliated with the Advisers, who are subject to the 365-day restriction above) is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 85% of the shares of common stock held by such shareholder prior to January 24, 2024; and
•beginning July 23, 2024 through October 20, 2024, a shareholder (other than certain individuals and entities affiliated with the Advisers, who are subject to the 365-day restriction above) is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 50% of the shares of common stock held by such shareholder prior to January 24, 2024.

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Beginning on October 21, 2024, a shareholder (other than certain individuals and entities affiliated with the Advisers, who are subject to the 365-day restriction above) may transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber all of the shares of common stock held by such shareholder prior to January 24, 2024.

This means that, as a result of these transfer restrictions, without the consent of our Board, a shareholder (other than certain individuals and entities affiliated with the Advisers, who are subject to 365-day restriction above) who owned 100 shares of common stock on January 24, 2024 could not sell any of such shares until April 23, 2024; beginning on April 24, 2024, such shareholder could only sell up to 15 of such shares; beginning on July 23, 2024, such shareholder could only sell up to 50 of such shares; and beginning on October 21, 2024, such shareholder could sell all of such shares.

In addition, we have agreed for a period ending July 22, 2024 (i) not to offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock, or any options or warrants to purchase any shares of our common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of our common stock or (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale or disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of our common stock or other securities, in cash distributions. Our ability to pay distributions might be adversely affected by, among other things,or otherwise, without the impactprior written consent of one or moreBofA Securities, Inc.,UBS Securities LLC, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC on behalf of the risk factors described herein. In addition,underwriters.

Following the inabilityIPO and the expiration of applicable lock-up periods, subject to satisfyapplicable securities laws, sales of substantial amounts of our common stock, or the asset coverage test applicable to us as a BDCperception that such sales could limitoccur, could adversely affect the prevailing market prices for our common stock. If this occurs, it could impair our ability to pay distributions. All distributionsraise additional capital through the sale of equity securities should we desire to do so. We cannot predict what effect, if any, future sales of securities, or the availability of securities for future sales, will be paid athave on the discretion of the Board and will depend on our earnings, our financial condition, maintenancemarket price of our RIC status, compliance with applicable BDC regulations and such other factors as the Board may deem relevantcommon stock prevailing from time to time. We cannot assure you that we will continue to pay distributions to our shareholders.


When we make distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings and profits. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of an investor’s basisInvestors in our Shares and, assuming that an investor holds our Shares as a capital asset, thereafter as a capital gain.

If the current period of capital market disruption and instability continues for an extended period of time, there is a risk that investors in our equity securitiescommon stock may not receive distributions consistent with historical levels or at all or that our distributions may not grow over time and a portion of our distributions may be a return of capital.


We intend to make distributions on a quarterly basis to our shareholders out of assets legally available for distribution. WeHowever, we cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions. Our ability to pay distributions mightmay be adversely affected by the impact of one or more of the risk factors described in this Annual Report on Form 10-K,herein, including the COVID-19 pandemic described above. For example, if the temporary closure of many corporate offices, retail stores,current market and manufacturing facilities and factories in the jurisdictions, including the United States, affected by the COVID-19 pandemic were to continue for an extended period of time it could result in reduced cash flows to us from our existing portfolio companies, which could reduce cash available for distribution to our shareholders.economic conditions. If we violate certain covenants under our existing or future agreements governing our credit facilities orand other leverage,indebtedness arrangements, we may be limited in our ability to make distributions. If we declare a distribution and if more shareholders opt to receive cash distributions rather than participate in our dividend reinvestment plan, we may be forced to sell some of our investments in order to make cash distribution payments. To the extent we make distributions to shareholders that include a return of capital, such portion of the distribution essentially constitutes a return of the shareholders’ investment. Although such return of capital may not be taxable, such distributions would generally decrease a shareholder's adjusted tax basis in our shares and may therefore increase such shareholder’s tax liability for capital gains upon the future sale of such stock. A return of capital distribution may cause a shareholder to recognize a capital gain from the sale of our shares even if the shareholder sells its shares for less than the original purchase price.


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Due to the COVID-19 pandemic or other disruptions in the economy,current market conditions, we may not be able to increase our dividends and may reduce or defer our dividends and choose to incur U.S. federal excise tax in order preserve cash and maintain flexibility.


As a BDC, weWe are not required to make any distributions to shareholders other than in connection with our election to be taxedtreated for U.S. federal income tax purposes as a RIC under subchapterSubchapter M of the Code. In order to maintain our tax treatment as a RIC, we generally must distribute to shareholders for each taxable year at least 90% of our investment company taxable income (i.e., net ordinary income plus realized net short-term capital gains in excess of realized net long-term capital losses). If we qualify for taxation as a RIC, we generally will not be subject to corporate-level USU.S. federal income tax on our investment company taxable income and net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) that we timely distribute to shareholders. We will be subject to U.S. federal income tax on any income or capital gains that we retain. In addition, we will be subject to U.S. federal income tax at corporate rates on our investment company taxable income and net capital gains that we do not timely distribute to shareholders. In addition, we will be subject to a 4% U.S. federal excise tax on undistributed earnings of a RIC unless we distribute each calendar year at least the sum of (i) 98.0%98% of our ordinary income for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year, and (iii) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which we paid no federal income tax.


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Under the Code, we may satisfy certain of our RIC distributions with dividends paid after the end of the current year. In particular, if we pay a distribution in January of the following year that was declared in October, November, or December of the current year and is payable to shareholders of record in the current year, the dividend will be treated for all USU.S. federal tax purposes as if it were paid on December 31 of the current year. In addition, under the Code, we may pay dividends, referred to as “spillover dividends,” that are paid during the following taxable year that will allow us to maintain our qualification for taxation as a RIC and eliminate our liability for corporate-level U.S. federal income tax. Under these spillover dividend procedures, we may defer distribution of income earned during the current year until December of the following year. For example, we may defer distributions of income earned during 20202023 until as late as December 31, 2021.2024. If we choose to pay a spillover dividend, we willmay incur the 4% U.S. federal excise tax on some or all of the distribution.


Due to the COVID-19 pandemic or other disruptions in the economy,current market conditions (as described herein), we may take certain actions with respect to the timing and amounts of our distributions in order to preserve cash and maintain flexibility. For example, we may not be able to increase our dividends. In addition, we may reduce our dividends and/or defer our dividends to the following taxable year. If we defer our dividends, we may choose to utilize the spillover dividend rules discussed above and we may incur the 4% U.S. federal excise tax on such amounts. To further preserve cash, we may combine these reductions or deferrals of dividends with one or more distributions that are payable partially in our stock as discussed below under: "We(see “We may choose to pay a portion of our dividends in our own Shares,shares, in which case you may be required to pay U.S. federal income taxes in excess of the cash you receive."receive” for more information).


We may choose to pay a portion of our dividends in our own Shares,shares, in which case you may be required to pay taxU.S. federal income taxes in excess of the cash you receive.


We have adopted aan “opt-out” dividend reinvestment plan that will provideprovides for reinvestment of our dividends and other distributions on behalf of our shareholders if such shareholder fails to “opt-out” of the plan. Shareholders that elect to opt in to such plan. We may distribute taxableour dividend reinvestment plan will receive dividends that are payable in part in our Shares. Taxable shareholdersshares. Shareholders receiving such dividends will be required to include the full amount of the dividend as ordinary income (or as long-term capital gain or qualified dividend income to the extent such distribution is properly reported as such) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. The tax rate for ordinary income will vary depending on a shareholder’s particular characteristics. For individuals, the top marginal U.S. federal ordinary income tax rate effective beginning in 2018applicable to ordinary income is 37%. To the extent distributions paid by us to non-corporate shareholders (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations, such distributions generally will“qualified dividends” may be eligible forsubject to U.S. federal income tax imposed at a maximum qualified dividend federal tax rate of 20%. However, in this regard, it is anticipated that distributions paid by us will generally not be attributable to suchqualified dividends and, therefore, generally will not qualify for thesuch preferential U.S. federal income tax rate. Distributions of our net capital gains (which is generally our realized net long-term capital gains in excess of realized net short-term capital losses) properly reported by us as “capital gain dividends” will be taxable to a U.S. shareholder as long-term capital gains currently at a maximum U.S. federal income tax rate of 20%.


As a result of receiving dividends in the form of our shares, a U.S. shareholder may be required to pay tax with respect to such dividends in excess of any cash received. Under certain applicable provisions of the Code and the published guidance, distributions payable of a publicly offered RIC that are in cash or in shares of stock at the election of shareholders may be treated as taxable distributions. The Internal Revenue Service has issued a revenue procedure indicating that this rule will apply if the total amount of cash to be distributed is not less than 20% of the total distribution. Under this revenue procedure, if too many shareholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the shareholders electing to receive cash (with the balance of distributions paid in stock). A “publicly offered regulated investment company” is a RIC whose shares are either (i) continuously offered pursuant to a public offering within the meaning of Section 4 of the Securities Act, (ii) regularly traded on an established securities market or (iii) held by at least 500 persons at all times during the taxable year. If we qualify as a publicly offered RIC and decide to make any distributions consistent with this revenue procedure that are payable in part in our stock, taxable shareholders receiving such distributions will be required to include the full amount of the distribution (whether received in cash, our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain distribution) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. shareholder may be required to pay tax with respect to such distributions in excess of any cash received. If a U.S. shareholder sells the shares it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our shares at the time of the sale. Furthermore, with respect to non-U.S. shareholders, we may be required to withhold U.S. federal tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in shares. In addition, if a significant number of our shareholders determine to sell our shares in order to pay taxes owed on dividends, it may put downward pressure on the value of our shares.

In addition, as discussed above, our loans may contain a PIK interest provision. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income. To avoid the imposition of corporate-level U.S. federal income tax at corporate rates, we will need to make sufficient distributions, a portion of which may be paid in our Shares,shares, regardless of whether our recognition of income is accompanied by a corresponding receipt of cash.



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Investing in our Sharesshares may involve an above-average degree of risk.


The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our Sharesshares may not be suitable for someone with lower risk tolerance.


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Provisions of the Maryland General Corporation LawMGCL and our Charter and Bylaws could deter takeover attempts and have an adverse effect on the price of our Shares.shares.


The Maryland General Corporation LawMGCL and our CharterArticles of Amendment and Restatement (as amended, the “Charter”) and our Bylaws (the “Bylaws”) contain provisions that may discourage, delay or make more difficult a change in control of us or the removal of our directors. We are subject to the Maryland Business Combination Act, subject to any applicable requirements of the 1940 Act. The Board has adopted a resolution exempting from the Maryland Business Combination Act any business combination between us and any other person, subject to prior approval of such business combination by the Board, including approval by a majority of our independent directors. If the resolution exempting business combinations is repealed or the Board does not approve a business combination, the Maryland Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer. The SEC staff has rescinded its position that, under the 1940 Act, an investment company may not avail itself of the Maryland Control Share Acquisition Act. As a result, we will amend our Bylaws to be subject to the Maryland Control Share Acquisition Act, only if the Board determines that it would be in our best interests to do so, including in light of the Board's fiduciary obligations, applicable federal and state laws, and the particular facts and circumstances surrounding the Board's decision. If such conditions are met, and we amend our Bylaws to repeal the exemption from the Maryland Control Share Acquisition Act, the Maryland Control Share Acquisition Act also may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such a transaction.


We intend to adopthave adopted certain measures that may make it difficult for a third-party to obtain control of us, including provisions of our Charter classifying the Board in three staggered terms and authorizing the Board to classify or reclassify shares of our capital stock in one or more classes or series and to cause the issuance of additional shares of our stock. These provisions, as well as other provisions of our Charter and Bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our shareholders.


Our Bylaws include an exclusive forum selection provision, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other agents.

As permitted by the MGCL, our Bylaws require that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City (or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company (ii) any action asserting a claim of breach of any standard of conduct or legal duty owed to (1) the Company by any of the Company’s directors, officers or other agents or (2) its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the MGCL or the Charter or the Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine.

There are restrictions onis uncertainty as to whether a court would enforce such a provision to claims arising under the ability of holders of our Shares to transfer such Shares in excess of the restrictions typically associated with a private offering offederal securities under Regulation D and other exemptions from registration underlaws, including the Securities Act and these restrictions could limit the liquidity of an investmentExchange Act, and stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In addition, this provision may increase costs for stockholders in bringing a claim against us or our directors, officers or other agents by requiring that such claims be brought in the designated forum.

The exclusive forum selection provision in our SharesBylaws may limit our stockholders’ ability to select and obtain a favorable judicial forum for disputes with us or our directors, officers or other agents, which may discourage lawsuits against us and such persons. It is also possible that, notwithstanding such exclusive forum selection provision and the price at which holdersMGCL, a court could rule that such provision is inapplicable or unenforceable. If this occurred, we may be able to sell the Shares.

We are relying on an exemption from registration under the 1933 Act and state securities lawsincur additional costs associated with resolving such action in offering our Shares pursuant to a subscription agreement. As such, absent an effective registration statement covering our Shares, such shares may be resold only in transactions that are exempt from the registration requirements of the 1933 Act and with the prior written consent of the Adviser. Our Shares will have limited transferabilityanother forum, which could delay, defer or prevent a transaction or a changematerially adversely affect our business, financial condition and results of control of the Company that might involve a premium price for our securities or otherwise be in the best interest of our shareholders.operations.


Shareholders may be subject to filing requirements under the 1934 Act as a result of an investment in us.

Because our Shares will be registered under the 1934 Act, ownership information for any person who beneficially owns 5% or more of our Shares must be disclosed in a Schedule 13D or Schedule 13G or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over the securities. In some circumstances, investors who choose to reinvest their dividends may see their percentage stake in us increased to more than 5%, thus triggering this filing requirement. Although we provide in our quarterly financial statements the amount of outstanding Shares and the amount of the investor’s Shares, the responsibility for determining the filing obligation and preparing the filing remains with the investor. In addition, owners of 10% or more of our Shares are subject to reporting obligations under Section 16(a) of the 1934 Act.

Shareholders may be subject to the short-swing profits rules under the 1934 Act as a result of an investment in us.

Persons who hold more than 10% of a class of our Shares may be subject to Section 16(b) of the 1934 Act, which recaptures for the benefit of the issuer profits from the purchase and sale of registered Shares within a six-month period.




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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.



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ITEM 1C. CYBERSECURITY
Cybersecurity

The Company depends on and engages various third parties and service providers, including suppliers, custodians, transfer agents, administrative agents, fund administrators and other third parties to source, make and manage its investments. Accordingly, the Company’s business is dependent on the communications and information technology (“IT”) systems that it shares with the Advisers and their ultimate parent company, TIAA, which further relies upon the systems of third-party IT service providers to TIAA. TIAA has established a cybersecurity program across its enterprise, which applies to certain of its affiliates, including the Advisers and the Company. When identifying and overseeing risks from cybersecurity threats associated with its use of third-party service providers, the Company further relies upon the expertise of risk management, legal, information technology, and compliance personnel of TIAA. TIAA conducts onboarding and ongoing due diligence of certain of the Company’s key third-party service providers to identify and oversee risks from cybersecurity threats associated with the Company’s use of such entities.

Cybersecurity Program Overview

TIAA has instituted an enterprise cybersecurity program designed to identify, assess, and mitigate cyber risks applicable to TIAA and its affiliates, which applies to the Company and the Advisers. This cyber risk management program is integrated into TIAA’s overall risk management program and involves risk assessments, implementation of security measures, and ongoing monitoring of systems and networks, including networks on which the Company relies. TIAA relies on its internal subject matter experts and external experts, as needed, including, but not limited to, cybersecurity assessors, consultants, and auditors, to evaluate cybersecurity measures and risk management processes applicable to the Advisers, the Company and other affiliates of TIAA.

TIAA actively monitors the current cyber threat landscape in an effort to identify material risks arising from new and evolving cybersecurity threats, including material risks faced by the Company and Advisers, in connection with their day-to-day operations. TIAA’s cybersecurity leadership team are responsible for maintaining and overseeing the overall state of TIAA’s cybersecurity program, information on the current threat landscape, and risks from cybersecurity threats and cybersecurity incidents impacting TIAA and its affiliates, including the Company, the Advisers and their respective third-party service providers.

TIAA’s cybersecurity team, including its Chief Information Security Officer, is responsible for assessing and managing material risks from cybersecurity threats to the TIAA organization, including the Company and the Advisers. TIAA’s Chief Information Security Officer and cybersecurity leaders have significant expertise in in this area, including in IT and cybersecurity engineering, and have cybersecurity leadership experience in other major financial institutions.

Management of the Company is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents impacting the Company, including through the receipt of notifications from third party service providers and reliance on communications with cybersecurity, risk management, legal, IT, and/or compliance personnel of TIAA.

Oversight of Cybersecurity Risk

The potential impact of risks from cybersecurity threats on the Company is assessed on an ongoing basis, as well as how such risks could materially affect the Company’s business strategy, operational results, and financial condition. Cybersecurity risk remains heightened to the financial industry, including the Company, and a failure in or breach of our systems or infrastructure, or those of a material third party or service provider, could cause disruption and adversely impact the Company’s operations. TIAA and the Advisers continue to invest in the cybersecurity program to protect against emerging threats, including threats against third parties and service providers. The Company has not experienced any material cybersecurity incident, and the Company is not aware of any cybersecurity risks that are reasonably likely to materially affect its business.

TIAA’s cybersecurity team periodically reports to the Company’s management on cybersecurity matters, primarily through presentations. Such reporting will include updates on TIAA’s cybersecurity program as it relates to the Company, the external cybersecurity threat environment, and TIAA’s programs to address and mitigate the risks associated with the evolving cybersecurity threat environment. These reports also include updates on TIAA’s preparedness, prevention, detection, responsiveness and recovery with respect to cybersecurity incidents.

The Board has the primary responsibility for overseeing and reviewing the guidelines and policies with respect to risk assessment and risk management, including cybersecurity. The Board receives periodic updates from the Company’s management regarding TIAA’s cybersecurity program, information on current threat landscape and risks from cybersecurity threats and cybersecurity incidents impacting the Company.



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ITEM 2. PROPERTIES

We do not own any real estate or other physical properties materially important to our operation. Our corporate headquarters are located at 430375 Park Avenue, 14th9th Floor, New York, NY 10022,10152, and are provided by the Administrator in accordance with the terms of our Administration Agreement. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.

ITEM 3. LEGAL PROCEEDINGS

We, and our consolidated subsidiaries, the Adviser and the Sub-Adviser are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedingproceedings threatened against us or them. From time to time, we, our consolidated subsidiaries and/or the Adviser and Sub-Adviser may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business also is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of these legal or regulatory proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.


ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.



4957


PART II.


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our Shares are offered and sold in transactions exempt from registrationcommon stock is traded on the NYSE under the 1933 Act under Section 4(a)(2) and Regulation D. There is no public market forsymbol “NCDL.” Our common stock has historically traded at prices above or below our Shares currently, nor can we give any assurance that one will develop. For this reason, we are not providingNAV per share since our common stock began trading on the performance graph required by Item 201(e) of Regulation S-K.

Because Shares are being acquired by investors in transactions “not involving a public offering,” they are “restricted securities” and may be required to be held indefinitely. Our Shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) the Adviser’s consent is granted, and (ii) the Shares are registered under applicable securities laws or specifically exempted from registration (in which case the shareholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registrationNYSE on January 29, 2024. It is not required). Accordingly, an investor must be willingpossible to bearpredict whether our common stock will trade at a price per share at, above or below NAV per share. On February 23, 2024, the economic risklast reported closing sales price of investment in the Shares until we are liquidated. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the Shares may be made except by registration of the transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposedcommon stock on the Shares andNYSE was $16.95 per share, which represented a discount of 6.51% to execute such other instruments or certificationsNAV per share reported by us as are reasonably required by us.of December 31, 2023.


Holders

As of March 12, 2021,February 26, 2024, there were approximately 861,612 holders of record of our common stock.

Sales of Unregistered Securities

All sales of unregistered securities during the year ended December 31, 20202023 were reported in a Form 8-K or Form 10-Q filed with the SEC.

Share Repurchase Plan
Distributions

To the extent that we have taxable income available, we intend to make quarterly distributions to our common shareholders. Dividends and distributions to common shareholders are recorded on the applicable record date. The amount to be distributed is determined byOn October 27, 2023, our Board each quarter and is generally based uponapproved a share repurchase program (the “Company 10b5-1 Plan”), pursuant to which the taxable earnings estimated by management and available cash. Net realized capital gains, if any, will generally be distributed at least annually, although weCompany may decidepurchase up to retain such capital gains for investment.

We have elected to be treated, and intend to continue to qualify annually, as a RIC. To maintain our qualification as a RIC, we must, among other things, distribute at least 90%$100 million in the aggregate of our ordinary income and realized net short-term capital gainsoutstanding shares of common stock in excess of realized net long-term capital losses, if any, tothe open market at prices below our shareholders on an annual basis. In order to avoid certain excise taxes imposed on RICs, we intend to distribute during each calendar year an amount equal to at least to the sum of: (1) 98%NAV per share over a specified period. Any purchase of our ordinary income for the calendar year; (2) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending on October 31 of the calendar year; and, (3) any undistributed ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax less certain over-distributions in prior years. In addition, although we currently intend to distribute realized net capital gains (i.e., net long term capital gains in excess of short term capital losses), if any, at least annually, we may in the future decide to retain such capital gains for investment, pay U.S. federal income tax on such amounts at regular corporate tax rates, and elect to treat such gains as deemed distributions to shareholders. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, to the extent that we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the Investment Company Act or if distributions are limited by the terms of any of our borrowings.

We have 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 our 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.


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The following table summarizes the dividends declared from inception through December 31, 2020:

Date DeclaredRecord DatePayment DateDividend per Share
December 29, 2020December 29, 2020January 18, 2021$0.28
November 4, 2020November 4, 2020November 11, 2020$0.23
August 4, 2020August 4, 2020August 11, 2020$0.28
April 16, 2020April 16, 2020April 21, 2020$0.17
The following table reflects the shares issued pursuant to the dividend reinvestment planCompany 10b5-1 Plan will be conducted in accordance with the guidelines and conditions of Rule 10b-18 and Rule 10b5-1 of the Exchange Act. We intend to put the Company 10b5-1 Plan in place because we believe that, in the current market conditions, if our shares of common stock are trading below our then-current NAV per share, it will be in the best interest of our shareholders for us to reinvest in our portfolio.

The Company 10b5-1 Plan is designed to allow us to repurchase our shares of common stock at times when we otherwise might be prevented from doing so under insider trading laws. The Company 10b5-1 Plan requires BofA Securities, Inc., as our agent, to repurchase shares of common stock on our behalf when the market price per share is below the most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by us to any previously announced NAV per share). Under the Company 10b5-1 Plan, the agent will increase the volume of purchases made as the price of our shares of common stock declines, subject to volume restrictions. The timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of our shares of common stock and trading volumes, and no assurance can be given that any particular amount of shares of our common stock will be repurchased.

The purchase of our shares of common stock pursuant to the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances.

The Company 10b5-1 Plan will become effective on March 29, 2024, 60 calendar days following the end of the “restricted period” under Regulation (i.e., January 29, 2024 when our IPO closed) and terminate upon the earliest to occur of (i) 12-months (tolled for periods during which the year ended December 31, 2020:Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares of common stock purchased under the Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.


Date DeclaredRecord DatePayment DateShares Issued
November 4, 2020November 4, 2020November 11, 202098
August 4, 2020August 4, 2020August 11, 202034

















ITEM 6. RESERVED


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ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data for the years ended December 31, 2020 and 2019 and period ended December 31, 2018, respectively, is derived from our consolidated financial statements. The financial statements for the years ended December 31, 2020 and 2019 have been audited by PricewaterhouseCoopers LLP. The financial statements for the period ended December 31, 2018 have been audited by Grant Thornton LLP, the auditor of the Predecessor Entity. Our historical results are not necessarily indicative of future results. The selected financial data in this section is not intended to replace the consolidated financial statements and is qualified in its entirety by the consolidated financial statements and related notes included in this filing.
The selected consolidated financial information and other data below should be read in conjunction with our consolidated financial statements and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included below (dollars are in thousands, except per share data):

For the Years Ended
December 31,		For the period from January 12, 2018 (Commencement of Operations) through December 31,
Statement of Operations Data:20202019
2018 (1)
Total investment income13,303 15,396 4,504 
Net expenses after expense support8,088 8,975 2,796 
Net investment income after excise taxes5,215 6,417 1,708 
Net increase (decrease) in net assets resulting from operations2,145 7,285 1,435 
Per share data:
Net asset value$18.74 $20.00 $19.48 
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 
As of December 31,
Balance Sheet Data:202020192018
Investments at fair value335,259 178,780 161,849 
Cash and cash equivalents12,608 3,421 2,236 
Total assets353,460 188,368 164,666 
Secured borrowings188,275 118,348 86,910 
Total liabilities195,819 122,157 93,913 
Total net assets157,641 66,211 70,753 
Other Data:
Number of portfolio companies at period end61 46 41 
Weighted average yield on debt investments at period end (1)
6.67 %6.84 %7.29 %
________________
(1)For the period from January 12, 2018 through December 31, 2018.


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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information in this management's discussion and analysis of financial condition and results of operations relates to Nuveen Churchill Direct Lending Corp., including its wholly-ownedwholly owned subsidiaries (collectively, "we", "us", "our" or the "Company").
The following analysis of our financial condition and results of operationsinformation contained in this section should be read in conjunction with our financial data and ourconsolidated financial statements and therelated notes thereto contained in Item 8.—Financial Statements and Supplementary Data,appearing elsewhere in this Annual Report on Form 10-K. See This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A.—Risk Factors1A of and elsewhere in this Annual Report on Form 10-K for a10-K. This discussion ofshould be read in conjunction with the uncertainties, risks and assumptions associated with these“Forward-Looking Statements” in this Annual Report on Form 10-K. Actual results could differ materially from those implied or expressed in any forward-looking statements.
Overview
We were formed on March 13, 2018 as a Delaware limited liability company under the laws of the State of Delaware and converted into a Maryland corporation on June 18, 2019, prior to the commencement of operations. We are 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, we have elected, and intend to elect, and to qualify annually thereafter, to be treated for U.S. federal income tax purposes as a regulated investment company (a “RIC”) under the Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) for the taxable year ending December 31, 2020. Effective June 1, 2020, we changed our name from “Nuveen Churchill BDC, Inc.” to “Nuveen Churchill Direct Lending Corp.”
On December 31, 2019, immediately prior to the BDC election, our 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 became 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. We have consolidated the investments held in SPV I, in accordance with our consolidation policy.
Our 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 we define as companies with approximately $10.0$10 million to $100.0$250 million of annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). We willprimarily focus on privately originated debt to performinginvesting in U.S. middle market companies, with a$10 million to $100 million in EBITDA, which we consider the core middle market. Our portfolio expected to compriseis comprised primarily of first-lien senior secured debt and unitranche loans (other than last-out positions in unitranche loans). We willloans. Although it is not our primary strategy, we also opportunistically invest in junior capital opportunities, (second-lienincluding second-lien loans, subordinated debt, last-out positions in unitranche loans and equity co-investments and similar equity-related securities).securities.
We have entered into an investment advisory agreement (the “Investment Advisory Agreement”) with Churchill DLC Advisor LLC (f/k/a Nuveen Churchill Advisors LLCLLC) (the “Adviser”), under which the Adviser has delegated substantially all of its day-to-day portfolio management obligations through a sub-advisory agreement (the(as amended and restated, the “Sub-Advisory Agreement” and, together with the Investment Advisory Agreement, the “Advisory Agreements”) withto Churchill Asset Management LLC (the “Sub-Adviser” or “Churchill” and, together with the Adviser, the “Advisers”). Under the administration agreement (the “Administration“    Administration Agreement”), we are provided with certain services by an administrator, Churchill BDC Administration LLC (f/k/a Nuveen Churchill Administration LLCLLC) (the “Administrator”). The Adviser, Sub-Adviser, and Administrator are all affiliates and subsidiaries of Nuveen, LLC (“Nuveen”), a wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”).
Nuveen Churchill BDC SPV II,NCDLC CLO-I, LLC (“SPV II”CLO-I”) and, Churchill NCDLC CLO-II, LLC (“CLO-II”), Nuveen Churchill BDC SPV III, LLC (“SPV III”) are Delaware limited liability companies that were formed on March 19, 2020, Nuveen Churchill BDC SPV IV, LLC (“SPV IV”) and commenced operations on September 21, 2020, the date of their first investment transaction. SPV II and SPV III primarily invest in first-lien senior secured debt and unitranche loans (other than last-out positions in unitranche loans). SPV II and SPV IIINCDL Equity Holdings LLC ("NCDL Equity Holdings") are wholly owned subsidiaries of the Company and are consolidated in these financial statements. CLO-I and CLO-II completed term debt securitizations in May 2022 and December 2023, respectively. SPV III and SPV IV primarily invest in first-lien senior secured debt and unitranche loans. NCDL Equity Holdings was formed to hold certain equity-related securities.
Beginning with our consolidated financial statements commencing from the date of their formation.
We will from time to time conduct ainitial closing in March 2020, we have conducted private offeringofferings of our shares of 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”)accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, Act (our “Private Offering”as amended (the "Securities Act"). Each investor will purchase shares pursuant to a subscription agreement entered into with us. The initial closingAs of our Private Offering was held on March 13, 2020 (“Initial Closing”). We expect to hold additional closings (each a “Subsequent Closing”) for a period of 18 months after the Initial Closing (our “Fundraising Period”). Our Fundraising Period may be extended to 24 months after the Initial Closing in the sole discretion of our Board of Directors (our “Board”).

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COVID-19 Developments

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has had a significant impact on the U.S. economy. The extent of the impact of the COVID-19 outbreak on the financial performance of our current and future investments will depend on future developments, including the duration and spread of the virus, related advisories and restrictions, and the health of the financial markets and economyDecember 31, 2023, as a result of COVID-19, allthese private offerings, we had received aggregate capital commitments totaling $906.4 million ($142.4 million remaining undrawn), of which are highly uncertain and cannot be predicted. To$100.0 million ($15.7 million remaining undrawn) were from TIAA. We issued our final drawdown notice on December 21, 2023, pursuant to which we issued shares on the extent our portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impactremaining undrawn capital commitments on our future net investment income, the fair value of our portfolio investments, our financial condition and results of operations and the financial condition of our portfolio companies.

As ofJanuary 5, 2024. Subsequent to fiscal year ended December 31, 2020,2023, we were in compliance withclosed our asset coverage requirements under the 1940 Act. In addition, we were not in default of any of the asset coverage requirements under any of our credit facilities as of December 31, 2020. However, any continuing increase in unrealized depreciation of our investment portfolio or further significant reductions in our net asset value, as a result of the effects of the COVID-19 pandemic or otherwise, increases the risk of breaching the relevant covenants.

We will continue to monitor the rapidly evolving situation surrounding the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and localinitial public health authorities, and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the possible future impact of the COVID-19 pandemic on our financial condition, results of operations or cash flows.

Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United Statesoffering (“US GAAP”IPO”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and other factors used in determining such estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our consolidated financial statements.See “Recent Developments” for more information.
Basis of Accounting
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.
Valuation of portfolio investments
Investments are valued in accordance with the fair value principles established by FASB Accounting Standards Codification 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.
Value, as defined in Section 2(a)(41) of the 1940 Act, is (i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is as determined in good faith by our Board. Because we expect that there typically will not be a readily available market price for our target portfolio investments, we expect that the value of most of our portfolio investments will be their fair value as determined by our Board consistent with a documented valuation policy and consistently applied valuation process. In making these determinations, our Board will receive input from management and the audit committee of the Board (the "Audit Committee"). In addition, our Board has retained one or more independent valuation firms to review the valuation of each portfolio investment for which a market quotation is not available at least once during each 12-month period.


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Key Components of Our Board makes this fair value determination on a quarterly basis and in such other instances when a decision regarding the fair valueResults of the portfolio investments is required. Factors considered by our 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. Our Board may also base its valuation on recent investments and securities with similar structure and risk characteristics. Churchill 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, Churchill may utilize third-party sources.
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.
With respect to investments for which market quotations are not readily available (Level 3), our Board 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;
ii.preliminary valuation conclusions are 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, our Board provide positive assurance on portions of the portfolio each quarter (such that each investment is be 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 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 our Board; and
v.our 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 value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, the value assigned does not necessarily represent the amount that ultimately might be realized upon sale. Due to the inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.
As of December 31, 2020 and 2019, all of our portfolio investments were Level 3 investments.

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Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the consolidated financial statements.
Revenue recognition
Our revenue recognition policies are as follows:
Net realized gains (losses) on investments: Gains or losses on investment transactions are determined on a specific identification basis.
Interest Income: Interest income, including amortization of premium and accretion of discount on loans are recorded on the accrual basis. We accrue interest income based on the effective yield if we expect that, ultimately, we will be able to collect such income.
Other income may include income such as consent, waiver, amendment, unused, and prepayment fees associated with our investment activities as well as any fees for managerial assistance services rendered by us to our portfolio companies. Such fees are recognized as income when earned or the services are rendered. For the years then ended December 31, 2020 and 2019, we earned $257 thousand and $365 thousand, respectively, in other income, primarily related to prepayment and amendment fees.
We may have loans in our 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 $9.6 million, which represents approximately 2.9% of our total investments at fair value. As of December 31, 2019, no loans in the portfolio contained PIK provisions.
Non-accrual: 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 we 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, we remain contractually entitled to this interest. We 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 portfolio on non-accrual status.Operations
Investments
Our level of investment activity can and does varyvaries substantially from period to period depending on many factors, including the amount we have available to invest as well as the amount of debt and equity capital available to middle-marketmiddle market companies, the level of merger and acquisition activity in the middle market, the general economic environment and the competitive environment for the types of investments we make.
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. To the extent we continue to qualify as a RIC, we generally will not havebe subject to pay corporate-level U.S federal income taxestax on any income we timely distribute to our shareholders.
As a BDC, we are required to comply with certain regulatory requirements. For instance, we are generally required to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less.
As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant Securities and Exchange Commission (“SEC”) rules,1940 Act, the term “eligible portfolio company” includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250.0 million. WeIn addition, we must be organized in the United States to qualify as a BDC.

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Revenues
We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we may generate income from dividends on direct equity investments, and capital gains on the sales of loans andor debt and equity securities. Our debt investments generally bear interest at a floating rate usually determined on the basis of a benchmark, such as LIBOR.the Secured Overnight Financing Rate (“SOFR”). Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity dates. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also may reflect the proceeds of sales of securities. In addition, we may generate revenue in the form of commitment, origination, structuring, diligence, consulting or prepayment fees associated with our investment activities as well as any fees for managerial assistance services rendered by us to the portfolio companies and other investment related income.
Expenses
The Adviser, the Sub-Adviser and their affiliates are responsible for bearing the compensation and routine overhead expenses allocable to personnel providing investment advisory and management services to us. We will bear all other out-of-pocket costs and expenses of its operations and transactions, including those costs and expenses incidental to the provision of investment advisory and management services to us (such as items in the third and fourth bullets listed below).
•our organizational costs;
•calculating net asset value (including the cost and expenses of any independent valuation firm);
•expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers, or members of their investment teams or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing our rights;
•fees and expenses incurred by the Advisers (and their affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring our investments and monitoring investments and portfolio companies on an ongoing basis;
•costs and expenses incurred in connection with the incurrence of leverage and indebtedness, including borrowings, credit facilities, securitizations, margin financing, and including any principal or interest on our borrowings and indebtedness;
•offerings, sales, and repurchases of our shares and other securities;

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•fees and expenses payable under any underwriting, dealer manager or placement agent agreements;
•investment advisory fees payable under the Investment Advisory Agreement;
•administration fees and expenses, if any, payable under the Administration Agreement (including payments under the Administration Agreement between us and the Administrator, based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our chief financial officer and chief compliance officer, and their respective staffs);
•any applicable administrative agent fees or loan arranging fees incurred with respect to Portfolio Investmentsportfolio investments by the Advisers, the Administrator or an affiliate thereof;
•costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology;
•transfer agent, dividend agent and custodial fees and expenses;
•federal and state registration fees;
•all costs of registration and listing our shares on any securities exchange;
•federal, state and local taxes;

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•independent directors’ fees and expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors;
•costs of preparing and filing reports or other documents required by the SEC or other regulators, and all fees, costs and expenses related to compliance-related matters and regulatory filings related to our activities and/or other regulatory filings, notices or disclosures of the Advisers and their affiliates relating to us and its activities;
•costs of any reports, proxy statements or other notices to shareholders, including printing costs;
•fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
•direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs;

•proxy voting expenses;

•all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by our Board to or on account of holders of our securities, including in connection with any dividend reinvestment plan or direct stock purchase plan;

•costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;

•the allocated costs incurred by the Advisers and/or the Administrator in providing managerial assistance to those portfolio companies that request;

•allocable fees and expenses associated with marketing efforts on our behalf;

•all fees, costs and expenses of any litigation involving us or our portfolio companies and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to our affairs;

•fees, costs and expenses of winding up and liquidating our assets; and

•all other expenses incurred by us, the Advisers or the Administrator in connection with administering our business.





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Portfolio and investment activityInvestment Activity
Portfolio Composition
Our portfolio and investment activity for the years ended December 31, 20202023 and 20192022 is presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands):

For the Years Ended December 31,
20232022
Investments:
Total investments, beginning of period$1,225,573 $770,298 
Purchase of investments589,000 502,250 
Proceeds from principal repayments and sales of investments(146,428)(49,264)
Payment-in-kind interest3,268 789 
Amortization of premium/accretion of discount, net2,708 1,762 
Net realized gain (loss) on investments(7,952)(262)
Total investments, end of period$1,666,169 $1,225,573 
Portfolio companies at beginning of period145 96 
Number of new portfolio companies funded45 52 
Number of portfolio companies sold or repaid(11)(3)
Portfolio companies at end of period179 145 
Count of investments385 288 
Count of industries25 23 
For the Years Ended December 31,
20202019
Investments:
Total investments, beginning of period$178,754 $162,201 
Purchase of investments211,223 107,122 
Proceeds from principal repayments and sales of investments(51,942)(91,273)
Payment-in-kind interest16 — 
Amortization of premium/accretion of discount, net278 214 
Net realized gain (loss) on investments409 490 
Total investments, end of period$338,738 $178,754 
Portfolio companies at beginning of period46 41 
Number of new portfolio companies24 19 
Number of exited portfolio companies(9)(14)
Portfolio companies at end of period61 46 
As of December 31, 2023, our debt portfolio reflected the following characteristics, based on fair value:

•Weighted average reported annual EBITDA of $72.8 million.1
•Weighted average of 2.3x interest coverage ratio for our first lien term loans2
•Weighted average of 5.2x net leverage .3
•Approximately 86% of our debt investments have financial covenants.4

1 These calculations include all private debt investments for which fair value is determined by the Adviser in its capacity as the Valuation Designee of the Company's board of directors (the “Board”), and excludes quoted assets. Amounts are weighted based on fair market value of each respective investment as of its most recent quarterly valuation, which are derived from the most recently available portfolio company financial statements.
2 The interest coverage ratio calculation is derived from the most recently available portfolio company financial information received by the Adviser, and is a weighted average based on the fair market value of each respective first lien loan investment as of its most recent reporting to lenders. Such reporting may include assumptions regarding the impact of interest rate hedges established by borrowers to reduce their exposure to floating interest rates (resulting in a reduced hedging rate being used for the total interest expense in respect of such hedges, rather than any higher rates applicable under the documentation for such loans), even if such hedging instruments are not pledged as collateral to lenders in respect of such loans and do not secure the loans themselves. The interest rate coverage ratio excludes junior capital investments and equity co-investments, and applies solely to traditional middle market first lien loans held by us, which also excludes any upper middle market or other first lien loans investments that do not have maintenance financial covenants, and first lien loans that the Adviser has assigned a risk rating of ‘8’ or higher, as well as any portfolio companies with net senior leverage of 15x or greater. As a result of the foregoing exclusions, the interest coverage ratio shown herein applies to 74.10% of our total investments, and 85.22% of our total first lien loan investments, in each case based upon fair value.
3 Net leverage is the ratio of total debt minus cash divided by EBITDA, taking into account only the debt issued through the tranche in which we are a lender. Leverage is derived from the most recently available portfolio company financial statements, and weighted by the fair value of our commitment. Net leverage presented excludes equity investments as well as debt instruments to which the Adviser has assigned a risk rating of 8 or higher, and any portfolio companies with net leverage of 15x or greater.
4 Represents the percentage of debt investments with one or more maintenance financial covenants.






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As of December 31, 20202023 and 2019,December 31, 2022, our investments consisted of the following (dollar amounts in thousands):
December 31, 2020December 31, 2019
Amortized CostFair Value% of Fair ValueAmortized CostFair Value% of Fair Value
December 31, 2023December 31, 2023December 31, 2022
Amortized CostAmortized CostFair Value% of Fair ValueAmortized CostFair Value% of Fair Value
First-Lien Term LoansFirst-Lien Term Loans$326,933 $323,427 96.47 %$178,754 $178,780 100.00 %First-Lien Term Loans$1,450,120 $$1,427,492 86.95 86.95 %$1,071,012 $$1,039,820 86.62 86.62 %
Subordinated Debt9,722 9,749 2.91 %— — — 
Subordinated Debt 1
Subordinated Debt 1
$190,454 $183,387 11.17 %136,353 133,243 11.10 %
Equity InvestmentsEquity Investments2,083 2,083 0.62 %— — — Equity Investments$25,595 $$30,807 1.88 1.88 %18,208 27,313 27,313 2.28 2.28 %
TotalTotal$338,738 $335,259 100.00 %$178,754 $178,780 100.00 %Total$1,666,169 $$1,641,686 100.00 100.00 %$1,225,573 $$1,200,376 100.00 100.00 %
Largest portfolio company investmentLargest portfolio company investment$14,758 $14,967 4.46 %$6,887 $6,943 3.88 %Largest portfolio company investment$25,309 $$25,108 1.53 1.53 %$18,189 $$23,162 1.93 1.93 %
Average portfolio company investmentAverage portfolio company investment$5,553 $5,496 1.64 %$3,886 $3,887 2.17 %Average portfolio company investment$9,308 $$9,171 0.56 0.56 %$8,452 $$8,278 0.69 0.69 %
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1As of December 31, 2023, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $97,203, mezzanine debt of $83,528 and $2,656 of structured debt at fair value and second lien term loans and/or second lien notes of $100,711, mezzanine debt of $86,495 and $3,247 of structured debt at amortized cost.
As of December 31, 2022, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $87,224 mezzanine debt of $43,331, and $2,688 of structured debt at fair value and second lien term loans and/or second lien notes of $89,070, mezzanine debt of $44,445 and $2,838 of structured debt at amortized cost.

The industry composition of our portfolio as a percentage of fair value as of December 31, 20202023 and 2019 wereDecember 31, 2022 was as follows:

IndustryDecember 31, 2023December 31, 2022
Aerospace & Defense3.13 %2.76 %
Automotive4.95 %6.14 %
Banking, Finance, Insurance, Real Estate3.95 %4.44 %
Beverage, Food & Tobacco7.76 %6.40 %
Capital Equipment4.21 %4.14 %
Chemicals, Plastics, & Rubber2.29 %2.88 %
Construction & Building3.90 %2.65 %
Consumer Goods: Durable1.51 %1.91 %
Consumer Goods: Non-durable3.31 %4.01 %
Containers, Packaging & Glass3.97 %3.80 %
Energy: Electricity1.75 %— %
Environmental Industries2.73 %1.65 %
Healthcare & Pharmaceuticals12.72 %9.21 %
High Tech Industries8.97 %9.14 %
Media: Advertising, Printing & Publishing1.12 %1.25 %
Media: Diversified & Production0.96 %1.35 %
Retail0.35 %0.47 %
Services: Business18.43 %21.92 %
Services: Consumer4.86 %4.47 %
Sovereign & Public Finance0.65 %0.85 %
Telecommunications3.17 %4.09 %
Transportation: Cargo3.20 %3.62 %
Transportation: Consumer0.13 %— %
Utilities: Electric0.89 %0.39 %
Wholesale1.09 %2.46 %
Total100.00 %100.00 %
Industry CompositionDecember 31, 2020December 31, 2019
Aerospace & Defense5.7 %4.6 %
Automotive1.1 3.8 
Banking, Finance, Insurance, Real Estate7.3 10.0 
Beverage, Food & Tobacco7.0 1.6 
Capital Equipment2.6 2.3 
Chemicals, Plastics, & Rubber0.7 1.4 
Construction & Building1.2 2.4 
Consumer Goods: Durable3.3 7.1 
Consumer Goods: Non-durable7.7 7.5 
Containers, Packaging & Glass9.8 5.2 
Energy: Electricity— 0.5 
Healthcare & Pharmaceuticals0.8 4.5 
High Tech Industries17.4 23.9 
Hotel, Gaming & Leisure0.8 — 
Media: Advertising, Printing & Publishing0.9 — 
Media: Diversified & Production2.1 — 
Retail2.6 5.0 
Road and Rail— 1.2 
Services: Business15.4 7.7 
Services: Consumer3.4 1.5 
Telecommunications3.7 7.4 
Transportation: Cargo5.9 2.4 
Utilities: Electric0.6 — 
Total100.0 %100.0 %





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The weighted average yields of our investments as of December 31, 20202023 and 2019December 31, 2022 were as follows:
December 31, 2020December 31, 2019
Weighted average yield on debt and income producing investments, at cost6.60 %6.84 %
Weighted average yield on debt and income producing investments, at fair value6.67 %6.84 %
December 31, 2023December 31, 2023December 31, 2022
Weighted average yield on debt and income producing investments, at cost 1
Weighted average yield on debt and income producing investments, at cost 1
11.72 %10.61 %
Weighted average yield on debt and income producing investments, at fair value 2
Weighted average yield on debt and income producing investments, at fair value 2
11.94 %10.87 %
Percentage of debt investments bearing a floating ratePercentage of debt investments bearing a floating rate99.41 %100.00 %Percentage of debt investments bearing a floating rate94.61 %95.42 %
Percentage of debt investments bearing a fixed ratePercentage of debt investments bearing a fixed rate0.59 %— %Percentage of debt investments bearing a fixed rate5.39 %4.58 %
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1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2022 was 10.48%. There were no investments on non-accrual status as of December 31, 2023.
2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 2022 was 10.79%. There were no investments on non-accrual status as of December 31, 2023.

As of December 31, 2023, 94.43% and 94.55% of our debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans. As of December 31, 2022, 95.13% and 95.09% of our debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans.

The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount.discount, but excluding any investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level. Total weighted average yields of our debt and income producing investments, at cost, increased from 10.61% to 11.72%from December 31, 2022 to December 31, 2023.The increase in weighted average yields was primarily due to rising benchmark interest rates.
While the macro-economic environment continues to present challenges for borrowers, with interest rates remaining at elevated levels, we believe the current environment for private credit investing remains attractive. Spreads tightened modestly into year-end as the broadly syndicated loan market recovered amidst healthy collateralized loan obligations ("CLO") issuance levels, but remain attractive relative to historical levels.
As markets stabilize and there is more clarity around the direction of interest rates, we are seeing private equity mergers and acquisitions ("M&A") volumes increase, leading to higher levels of demand for middle-market financings. Prepayment activity is also increasing as a result, driven primarily by M&A activity, as opposed to repricing and refinancing. While prepayments serve as an offset to new transaction activity, we believe that lenders who are well positioned with available liquidity as well as incumbent positions in portfolio companies will benefit from increased levels of activity in the market.
Keeping the macro-economic environment in mind, we are closely monitoring the impacts to our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality and strong levels of free cash flow generation. While we are not seeing signs of a broad-based deterioration in our performance or that of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.
Asset Quality
In addition to various risk management and monitoring tools, we use the Advisers’ investment rating system to characterize and monitor the credit profile and expected level of returns on each investment in our portfolio. Each investment team intends to utilize a systematic, consistent approach to credit evaluation, with a particular focus on an acceptable level of debt repayment and deleveraging under a “base case” set of projections (the “Base Case”), which reflects a more conservative estimate than the set of projections provided by a prospective portfolio company which the Advisers refer to as the(the “Management Case.”Case”). The following is a description of the conditions associated with each investment rating:
1.Performing - Superior: Borrower is performing significantly above Management Case.
2.Performing - High: Borrower is performing at or near the Management Case (i.e., in a range slightly below to slightly above).
3.Performing - Low Risk: Borrower is operating well ahead of the Base Case to slightly below the Management Case.

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4.Performing - Stable Risk: Borrower is operating at or near the Base Case (i.e., in a range slightly below to slightly above). This is the initial rating assigned to all new borrowers.
5.Performing - Management Notice: Borrower is operating below the Base Case. Adverse trends in business conditions and/or industry outlook are viewed as temporary. There is no immediate risk of payment default and only a low to moderate risk of covenant default.
6.Watch List - Low Maintenance: Borrower is operating below the Base Case, with declining margin of protection. Adverse trends in business conditions and/or industry outlook are viewed as probably lasting for more than a year. Payment default is still considered unlikely, but there is a moderate to high risk of covenant default.
7.Watch List - Medium Maintenance: Borrower is operating well below the Base Case, but has adequate liquidity. Adverse trends are more pronounced than in Internal Risk Rating 6 above. There is a high risk of covenant default, or it may have already occurred. Payments are current, although subject to greater uncertainty, and there is a moderate to high risk of payment default.
8.Watch List - High Maintenance: Borrower is operating well below the Base Case. Liquidity may be strained. Covenant default is imminent or may have occurred. Payments are current, but there is a high risk of payment default. Negotiations to restructure or refinance debt on normal terms may have begun. Further significant deterioration appears unlikely and no loss of principal is currently anticipated.
9.Watch List - Possible Loss: At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Liquidity is strained. Payment default may have occurred or is very likely in the short term unless creditors grant some relief. Loss of principal is possible.
10.Watch List - Probable Loss: At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have already occurred. Liquidity is extremely limited. The prospects for improvement in the borrower’s situation are sufficiently negative that loss of some or all principal is probable.
The Sub-Adviser regularly monitors and, when appropriate, changes the investment rating assigned to each investment in our portfolio. Each investment team will review the investment ratings in connection with monthly or quarterly portfolio reviews.

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Based on a generally uncertain economic outlook in the United States (which includes a possible recession), we have increased oversight and analysis of credits in any vulnerable industries in an attempt to improve loan performance and reduce credit risk.
The following table shows the investment ratings of the investments in our portfolio (dollar amounts in thousands):
December 31, 2020December 31, 2019
Fair Value% of PortfolioNumber of Portfolio CompaniesFair Value% of PortfolioNumber of Portfolio Companies
December 31, 2023December 31, 2023December 31, 2022
Fair ValueFair Value% of PortfolioNumber of Portfolio CompaniesFair Value% of PortfolioNumber of Portfolio Companies
11$— — %— $— — %— 
22— — — — — — 
33— — — — — — 
44315,246 94.0 56 178,780 100.0 %46 
552,381 0.7 1 — — — 
6617,632 5.3 4 — — — 
77— — — — — — 
88— — — — — — 
99— — — — — — 
1010— — — — — — 
TotalTotal$335,259 100.0 %61 $178,780 100.0 %46 
As of December 31, 2020, one portfolio company with a fair value of $2.4 million was downgraded to an2023 and December 31, 2022, the weighted average Internal Risk Rating of 5our investment portfolio was4.14 and four portfolio companies with an aggregate4.14, respectively. As of December 31, 2023 there were no loans on non-accrual. As of December 31, 2022, the fair value of $17.6the loan on non-accrual status was $8.9 million, were downgraded to an Internal Risk Ratingwhich represents approximately 0.74%, of 6 due to changes in financial condition and performancetotal investments at fair value. As of December 31, 2022, the amortized cost of the respective portfolio companies as a resultloan on non-accrual status was $14.7 million, which represents approximately 1.20% of the COVID-19 pandemic.total investments at amortized cost.


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Results of Operations
Results comparisons are for the years ended December 31, 2020 and 2019. Results of the Predecessor Entity for the period from January 12, 2018 (Commencement of Operations) through December 31, 2018 can be found in Item 2 of the Company’s registration statement on Form 10 filed on January 29, 2020, which is incorporated by reference herein.
Operating results for the years ended December 31, 20202023, 2022 and 20192021 were as follows (dollars amounts in thousands):
For the Years Ended December 31,
20202019
Investment Income
Interest income$13,018 $15,031 
Payment-in-kind interest income28 — 
Other income257 365 
Total investment income13,303 15,396 
Expenses
Interest and debt financing expenses4,486 6,746 
Management fees1,522 1,568 
Professional fees1,299 247 
Organization expenses— 1,705 
Directors' fees383 23 
Administration fees534 64 
Other general and administrative expenses288 318 
Total expenses before expense support8,512 10,671 
Expense support (See Note 4)
(424)(1,696)
Net expenses after expense support8,088 8,975 
Net investment income before excise taxes$5,215 6,421 
Excise taxes— 4 
Net investment income after excise taxes$5,215 $6,417 
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses)$409 $490 
Net change in unrealized gains (losses)(3,479)378 
Total net realized and change in unrealized gains (losses)(3,070)868 
Net increase (decrease) in net assets resulting from operations$2,145 $7,285 

For the Years Ended December 31,
202320222021
Investment Income
Interest income$156,868 $79,868 $34,902 
Payment-in-kind interest income3,644 789 113 
Dividend income101 225 213 
Other income1,143 1,571 1,062 
Total investment income161,756 82,453 36,290 
Expenses
Interest and debt financing expenses61,206 25,695 9,827 
Management fees10,509 7,464 4,049 
Professional fees3,455 1,811 1,316 
Directors' fees383 383 383 
Administration fees1,598 1,111 660 
Other general and administrative expenses751 684 324 
Total expenses before expense support77,902 37,148 16,559 
Expense support(158)(179)(522)
Net expenses after expense support77,744 36,969 16,037 
Net investment income before excise taxes$84,012 $45,484 $20,253 
Excise taxes$6 $— — 
Net investment income$84,006 $45,484 $20,253 
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses)$(7,952)$(262)$819 
Net change in unrealized gains (losses)714 (27,912)6,194 
Income tax (provision) benefit(830)(24)— 
Total net change in unrealized gain (loss)(116)(27,936)6,194 
Total net realized and change in unrealized gains (losses)(8,068)(28,198)7,013 
Net increase (decrease) in net assets resulting from operations$75,938 $17,286 $27,266 
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses, and changes in unrealized appreciation and depreciation on the investment portfolio.


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Investment income
Investment income, attributable to interest and fees on our debt investments, decreasedincreased to $13.3$161.8 million for the year ended December 31, 20202023, respectively, from $15.4$82.5 million for the comparable periods in the prior year, primarily due to an increase in interest income from higher weighted average interest rates and increased investment activity driven by an increase in our deployed capital. As of December 31, 2023, the size of our portfolio increased to $1.7 billion from $1.2 billion as of December 31, 2022, at cost. As of December 31, 2023, the weighted average yield of our debt and income producing investments increased to 11.72% from 10.61% as of December 31, 2022 on cost, primarily due to increases in base interest rates. The shifting environment in base interest rates, such as SOFR and any applicable alternate rates, may continue to affect our investment income in the future.
Investment income, attributable to interest and fees on our debt investments, increased to $82.5 million for the year ended December 31, 2019,2022, from $36.3 million for the year ended December 31, 2021, primarily due to the increase in our investment activity as a result of our increase in deployed capital and an increase in interest income from higher weighted average interest rates. As of December 31, 2022, the decrease insize of our investment activity inportfolio increased to $1.2 billion from $770.3 million million as of December 31, 2021, at cost. As of December 31, 2022, the first quarterweighted average yield of 2020our debt and income producing investments increased to 10.61% from 6.93%

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as of December 31, 2021 on cost, primarily due to the pending effectiveness of our Registration Statement with the SEC and during the second quarter of 2020 due to the onset of the COVID-19 pandemic. Our investment activity began to increase towards the end of the third quarter of 2020 and continued to increase in the fourth quarter of 2020. We expect our portfolio tobase interest rates. The shifting environment in base interest rates, such as LIBOR or SOFR, may continue to grow as we raise additional capital through the Private Offering of our common stock and expectaffect our investment income to grow commensurately. The COVID-19 pandemic has and may continue to negatively impact our portfolio growth and may have a negative impact onover the liquidity of certain of our portfolio companies, which in turn could restrict their ability to make interest payments.long term.
Expenses
Total expenses before expense support decreasedincreased to $8.5$77.9 million for the year ended December 31, 20202023 from $10.7$37.1 million for the year ended December 31, 2019. The decrease in interest2022.
Interest and debt financing expenses increased for the year ended December 31, 20202023 compared to the year ended December 31, 2019 was2022 primarily due to a decreasehigher average daily borrowings, higher average interest rates, the addition of the Revolving Credit Facility (as defined below) in the usagesecond quarter of 2023 and the completion of the SPV I Financing Facility and a decrease in the LIBOR rate of all of our financing facilities.
Historical operating expenses do not reflect the increased allocation of certain professional fees, administrative and other expenses that have been incurred following the election to become a BDC. Accordingly, the operating expenses incurred during2023 Debt Securitization (as defined below) on December 7, 2023. The average daily borrowings for the year ended December 31, 2020 are not comparable2023 was $816.2 million compared to $566.2 million for the year ended December 31, 2022. The average interest rate for the year ended December 31, 2023 was 7.23% compared to 4.29% for the year ended December 31, 2022.
Total expenses before expense support increased to $37.1 million for the year ended December 31, 2022 from $16.6 million for the year ended December 31, 2021.
Interest and debt financing expenses increased for the year ended December 31, 2022 compared to the operating expenses prioryear ended December 31, 2021 primarily due to higher average daily borrowings, higher average interest rates, and the completion of the 2022 Debt Securitization (defined below). The average daily borrowings for the year ended December 31, 2022 was $566.2 million compared to $287.3 million for the year ended December 31, 2021. The average interest rate for the year ended December 31, 2022 was 4.29% compared to 3.00% for the year ended December 31, 2021.
The increase in management fees for the year ended December 31, 2023 from the comparable period in 2022 and for the year ended December 31, 2022 from the comparable period in 2021 were driven by our deployment of capital and our increasing invested balance.
Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the Mergermanagement of us. Administrative fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our election to become a BDC.allocable portion of the cost of the our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. The increase in professional fees for the year ended December 31, 2023 from the comparable periods in 2022 and 2021 was primarily driven by the reimbursement of expenses under the Expense Support Agreement. The increase in administration fees and other general and administrative fees for the year ended December 31, 2023 from the comparable periods in 2022 and 2021 was driven by growing needs of the business given the increase in the Company's size year over year.
The expense support amount represents the amount of expenses paid by the Adviser on our behalf in accordance with the Expense Support Agreement (defined(described further below). These expenses arewere subject to reimbursement by us in accordance with the terms of the Expense Support Agreement.
The follow table presents a cumulative summaryCompany reimbursed the Adviser for expenses covered under the Expense Support Agreement in the amount of $1.1 million during the year ended December 31, 2023. These expenses were primarily related to professional fees, specifically ordinary course legal expenses incurred by the Company. The Expense Support Agreement automatically terminated pursuant to its terms upon the consummation of the IPO. Refer to the "Related Party Transactions" section below for further details on the Expense Payments and Reimbursement Payments since our commencement of operations (dollars amounts in thousands):
As ofExpense Payments by AdviserReimbursement Payments to AdviserUnreimbursed Expense Payments
December 31, 2020$2,403 $— $2,403 
December 31, 20191,696 — 1,696 
Support Agreement.
Net realized gain (loss) and Net change in unrealized appreciation (depreciation)gains (losses) on investments
TheFor the year ended December 31, 2023, we had a net realized gainloss on investments decreasedof $(8.0) million compared to $409a net realized loss of $(262) thousand for the year ended December 31, 20202022. The increase in the net realized loss is primarilydriven by realized losses from $490a final realization of an underperforming debt position in the third quarter of 2023 and a restructuring of a portfolio company during the fourth quarter of 2023, partially offset by the realization of two equity investments in our portfolio during the first quarter of 2023, which generated realized gains.
For the year ended December 31, 2022, we had a net realized loss on investments of $(262) thousand compared to a net realized gain of $819 thousand for the year ended year ended December 31, 2019,2021. This is primarily due to a realized loss from a restructuring of a portfolio company, partially offset by gains or losses onfrom repayment and/or sales activity of multiple portfolio companies during the periods.year ended December 31, 2022.
We recorded a net change in unrealized depreciationgain of $(3.5)$0.7 million for the year ended December 31, 2020,2023, compared to a net unrealized appreciationloss of $378 thousand$(27.9) million for the year ended December 31, 2019,2022, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period.
The total net lossincrease in unrealized gains for the year ended December 31, 2020,2023

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compared to the comparable period in 2022 resulted primarily from a reversal of an unrealized loss on two underperforming debt positions and the tightening of market spreads.
We recorded a net change in unrealized loss of $(27.9) million for the year ended December 31, 2022, compared to net unrealized gain of $6.2 million for the year ended December 31, 2021, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period. The decrease in total net gain for the year ended December 31, 2022, compared to the total net gain for the year ended December 31, 2021, was primarily related to the overalleconomic uncertainty relating to both macroeconomic and geopolitical factors in the financial markets decline, which directlythat, in turn, further negatively impacted the prices of our portfolio investments. The fair valuevaluation of our portfolio investments throughout 2020 was negatively impacted byprimarily through a combination of overall market widening of credit spread environmentspreads and a decline in financial performance of the portfolio companies due to the COVID-19 pandemic. The fair valuesmodest softening of our portfolio investments in certain industries that experienced heightened effects of the COVID-19 pandemic, such as Services: Consumer, were most impacted.
Management continues to monitor the impact of the COVID-19 pandemic on the portfolio, which may incur additional unrealized depreciation in the future to the extent that thecompanies' credit risk of our portfolio companies increases as a result of deterioration in their financial conditions.

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metrics.
Liquidity and capital resourcesCapital Resources
Our liquidity and capital resources are generated primarily from the proceeds of capital drawdowns of our privately placed capital commitments, cash flows from income earned from our investments and principal repayments, and our Financingnet borrowings from our credit facilities and Subscription Facilities (each as definedCLO debt issuances (discussed further below). Prior to our IPO on January 29, 2024, we also generated cash flow from the proceeds of capital drawdowns of our privately placed capital commitments. In the future, we may also generate cash flow from future offerings of securities including public and/or private issuances of debt and/or equity securities through both registered offerings off of our shelf registration statement and private offerings Due to the diverse capital sources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. Due to an uncertain economic outlook and current market volatility, we regularly evaluate our overall liquidity position and take proactive steps to maintain that position based on such circumstances. The primary uses of our cash are (i) purchases of investments in portfolio companies, (ii) funding the cost of our operations (including fees paid to our Adviser), (iii) debt service, repayment and other financing costs of our borrowings and (iv) cash distributions to the holders of our shares.
We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, if certain requirements are met. In connection with our organization, our Board and TIAA (as our initial shareholder) authorized us to adopt the 150% asset coverage ratio. As of December 31, 20202023 and December 31, 2019,2022, our asset coverage ratio was 182.0% 178.57%and 155.9%.174.41%, respectively.
Cash and restricted cash as of December 31, 2020,2023, taken together with our uncalled capital commitments of $191.3$142.4 million, is expected to be sufficient for our investinginvestment activities and to conduct our operations in the near term. As of December 31, 2020,2023, we had $121.1$43.8 million available under our SPV IWells Fargo Financing Facility (as defined below), $111.8$112.6 million available under our SPV IISMBC Financing Facility (as defined below), and $12.5$58.5 million available under our Subscription FacilitySMBC Corporate Revolver (as defined below).
For the year ended December 31, 2020,2023, our cash and cash equivalents balance increased by $9.2$28.1 million. During that period, $152.1$369.5 million was used forin operating activities, primarily duerelating to investment purchases of $211.2$589.0 million, offset by $51.9$146.4 million in repayments and sales of investments in portfolio companies. During the same period, $161.3$397.7 million was provided by financing activities, consisting primarily of proceeds from issuance of common shares of $95.0 million, proceeds fromand secured borrowings of $147.7$218.9 million and $810.9 million, respectively, net of shareholder distributions and repayments of secured borrowings of $74.0 million.$63.2 million and $564.5 million, respectively.
For the year ended December 31, 2019,2022, our cash and cash equivalents balance increased by $1.2$4.1 million. During that period, we$427.8 million was used $18.0 million in cash towards operating activities, primarily due to new investments in portfolio companiesinvestment purchases of $107.1$502.3 million, partially offset by $91.3$49.3 million in repayments and sales of investments in portfolio companies. During the same period, we generated $19.2$431.9 million fromwas provided by financing activities, consisting primarily of proceeds from the issuance of common shares and secured borrowings of $174.6 million and $762.2 million, respectively, net of shareholder distributions and and repayments of secured borrowings of $34.7 million and $466.8 million, respectively.
For the Predecessor Entity's Preference Shares (as defined below),year ended December 31, 2021, our cash and cash equivalents balance increased by $22.6 million. During that period, $389.1 million was used in operating activities, primarily due to investment purchases of $610.7 million, offset by $181.1 million in repayments and sales of investments in portfolio companies. During the same period, $411.7 million was provided by financing activities, consisting primarily of proceeds from issuance of 50 Shares in connection with our formationcommon shares and 3,310,540 Shares in connection with the consummationsecured borrowings of the Merger,$209.2 million and borrowings partially offset by$329.4 million, respectively, net of shareholder distributions and share redemptions.and repayments of secured borrowings of $14.7 million and $111.5 million, respectively.
Equity
Subscriptions and Drawdowns
Our authorized stock consists of 500,000,000 shares of stock, par value $0.01 per share, all of which are initially designated as common stock. On December 19, 2019, we issued

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Beginning with our initial 50 shares to TIAAclosing in connection with our formation. 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. 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 our common stock. As of December 31, 2020, TIAA owned 3,310,590 shares of our common stock.
On March 13, 2020, we held our Initial Closing and entered into subscription agreements with a numberconducted private offerings of investors providing for the private placement of our shares. We have held several Subsequent Closings since the Initial Closing. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase our shares of common stock up to the amount of their respective capital commitment each time we deliver a drawdown notice.accredited investors. As of December 31, 2020,2023, as a result of these private offerings, we had received capital commitments totaling $352.6$906.4 million ($191.3142.4 million remaining undrawn), of which $100.0 million ($33.815.7 million remaining undrawn) is from TIAA, an entity affiliated entity ofwith the Company.











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We issued our final drawdown notice on December 21, 2023, pursuant to which we issued shares on the remaining undrawn capital commitments on January 5, 2024. Subsequent to fiscal year ended December 31, 2023, we closed our initial public offering (“IPO”). See “Recent Developments” for more information.
The following table summarizes total shares issued and proceeds received related to capital activity from inception to December 31, 20202023 (dollar amounts in thousands, except per share data):

DateDateShares IssuedProceeds ReceivedIssuance Price per ShareDateShares IssuedProceeds ReceivedIssuance Price per Share
November 3, 2023November 3, 20235,497,609$100,000$18.19
July 17, 2023July 17, 20234,357,515$78,565$18.03
April 20, 2023April 20, 20232,205,038$40,000$18.14
December 21, 2022December 21, 20223,193,195$60,000$18.79
August 1, 2022August 1, 20222,652,775$50,082$18.88
April 25, 2022April 25, 20221,800,426$34,964$19.42
January 21, 2022January 21, 20221,541,568$30,000$19.46
December 9, 2021December 9, 20211,491,676$29,207$19.58
November 1, 2021November 1, 20211,546,427$30,000$19.40
August 23, 2021August 23, 20212,593,357$50,000$19.28
July 26, 2021July 26, 20211,564,928$30,000$19.17
June 22, 2021June 22, 20211,034,668$20,000$19.33
April 23, 2021April 23, 20211,845,984$35,000$18.96
March 11, 2021March 11, 2021785,751$15,000$19.09
November 6, 2020November 6, 20201,870,660$35,000$18.71November 6, 20201,870,660$35,000$18.71
October 16, 2020October 16, 20201,057,641$20,000$18.91October 16, 20201,057,641$20,000$18.91
August 6, 2020August 6, 20201,105,425$20,000$18.09August 6, 20201,105,425$20,000$18.09
May 7, 2020May 7, 20201,069,522$20,000$18.70May 7, 20201,069,522$20,000$18.70
December 31, 2019December 31, 20193,310,540$66,211$20.00December 31, 20193,310,540$66,211$20.00
December 19, 2019December 19, 201950$1$20.00December 19, 201950$1$20.00
Dividends and Distributions
To the extent that we have taxable income available, we intend to make quarterly distributions to our common shareholders. Dividends and distributions to common shareholders are recorded on the applicable record date. The amount to be distributed to common shareholders is determined by our 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 we may decide to retain such capital gains for investment.
We have 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,the foregoing, if our 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. In connection with the IPO, our Board approved an amended and restated dividend reinvestment plan (the “Amended DRIP”), which became effective on January 29, 2024, concurrent with the consummation of the IPO. See "Recent Developments - Amended DRIP" for more information.


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The following table summarizes the dividends declared from inception through December 31, 2020:
2023:
Date DeclaredRecord DatePayment DateDividend per Share
December 28, 2023December 29, 2023January 10, 2024$0.50
December 28, 2023December 29, 2023January 10, 2024
     $0.05 (2)
September 28, 2023September 28, 2023October 12, 2023$0.50
September 28, 2023September 28, 2023October 12, 2023
     $0.05 (2)
June 28, 2023June 28, 2023July 12, 2023$0.50
June 28, 2023June 28, 2023July 12, 2023
     $0.05 (2)
March 30, 2023March 30, 2023April 12, 2023$0.50
March 30, 2023March 30, 2023April 12, 2023
     $0.26 (1)
December 29, 2022December 29, 2022January 17, 2023$0.50
September 28, 2022September 28, 2022October 11, 2022$0.47
June 30, 2022June 30, 2022July 12, 2022$0.43
March 30, 2022March 31, 2022April 12, 2022$0.41
December 29, 2021December 29, 2021January 18, 2022$0.40
September 29, 2021September 29, 2021October 11, 2021$0.38
June 29, 2021June 29, 2021July 12, 2021$0.31
March 29, 2021March 29, 2021April 19, 2021$0.30
December 29, 2020December 29, 2020January 18, 2021$0.28
November 4, 2020November 4, 2020November 11, 2020$0.23
August 4, 2020August 4, 2020August 11, 2020$0.28
April 16, 2020April 16, 2020April 21, 2020$0.17
________________
(1) Represents a special dividend and a supplemental dividend.
(2) Represents a supplemental dividend.

The distributions declared were derived from investment company taxable income and net capital gain, if any. The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.
The following table reflects the shares issued pursuant to the dividend reinvestment plan during the year endedfrom inception through December 31, 2020:2023:
Date DeclaredRecord DatePayment DateShares Issued
Date DeclaredDecember 28, 2023December 29, 2023Record DateJanuary 10, 2024Payment DateShares Issued185,541
September 28, 2023September 28, 2023October 12, 2023158,545
June 28, 2023June 28, 2023July 12, 2023128,818
March 30, 2023March 30, 2023April 12, 2023150,703
December 29, 2022December 29, 2022January 17, 202393,329
September 28, 2022September 28, 2022October 11, 202268,093
June 30, 2022June 30, 2022July 12, 202245,341
March 30, 2022March 31, 2022April 12, 202232,320
December 29, 2021December 29, 2021January 18, 202223,017
September 29, 2021September 29, 2021October 11, 202110,639
June 29, 2021June 29, 2021July 12, 20213,039
March 29, 2021March 29, 2021April 19, 20211,824
December 29, 2020December 29, 2020January 18, 20211,550
November 4, 2020November 4, 2020November 11, 202098
August 4, 2020August 4, 2020August 11, 202034



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Income Taxes
We have elected and intend to electqualify annually to be treated and to comply with the requirements to qualify annually, as a RIC for U.S. federal income tax purposes under the Code. If we qualify as a RIC, we will not be taxed on our investment company taxable income or realized net capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to shareholders on a timely basis.
Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation until realized. Dividends declared and paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income or the distribution of prior year taxable income carried forward into and distributed in the current year. Distributions also may include returns of capital.
To qualify for RIC tax treatment, we must, among other things, distribute, with respect to each taxable year, at least 90% of our investment company net taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any). If we qualify as a RIC, we willmay also be subject to a U.S. federal excise tax, based on distribution requirements of our taxable income on a calendar year basis.

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Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into the next year and pay a 4% U.S. federal excise tax on such income. Any such carryover taxable income must be distributed through a dividend declared prior to filing the final tax return related to the year that generated such taxable income.
We intend to distribute to our shareholders between 90% and 100% of our annual taxable income (which includes our taxable interest and fee income). We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. We cannot assure shareholders that they will receive any distributions or distributions at a particular level.
SPV ISecured Debt
See Note 6 to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information on our debt.
Subscription Facility
On September 10, 2020, we entered into a revolving credit agreement (the “Subscription Facility Agreement” and the facility thereunder, 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 had a maximum commitment of $50 million, subject to availability under the "Borrowing Base." The Borrowing Base was calculated based on the unfunded capital commitments of certain investors that had subscribed to purchase shares of the Company, to the extent the capital commitments of such investors also had been approved by SMBC for inclusion in the Borrowing base and met certain additional criteria. The Subscription Facility Agreement expired on September 8, 2023, and we fully paid down the outstanding balance including the accrued interest expense.
Wells Fargo Financing Facility
The Predecessor Entity borrowed funds under a credit agreement (the “Agreement”“Credit Agreement”) executed on, dated October 23, 2018. The Agreement was originally executed2018, by and 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”(“Wells Fargo”) and administrative agent. As part of the Credit Agreement, the Predecessor Entity issued to the LenderWells Fargo a $175 million variable funding note ("SPV I(the “Wells Fargo Financing Facility"Facility”). EffectiveOn December 31, 2019, effective on the date of the Merger, the Credit Agreement with the Lender was transferred to SPV I and the borrowings under the Credit Agreement were assumed by SPV I. See Note 5I and the Company serves as the collateral manager (the “Wells Fargo Financing Facility Agreement”).
The Wells Fargo Financing Facility Agreement was amended on October 28, 2020 and March 31, 2022. The most recent amendment on March 31, 2022, among other changes, extended the reinvestment period from October 28, 2023 to March 31, 2025 and the maturity date from October 28, 2025 to March 31, 2027, and changed the interest rate payable under the Agreement to the consolidated financial statements in Part II, Item 8sum of this Form 10-K for more information on our debt.2.20% plus SOFR.

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On May 5, 2022, SPV III entered into the borrower joinder agreement (the “Joinder”) to become party to the Wells Fargo Financing Facility Agreement. Effective May 20, 2022, following the closing of the 2022 Debt Securitization (discussed further below), the maximum facility amount available was reduced to $275 million from $350 million and SPV III began borrowing under the Wells Fargo Financing Facility.
The Wells Fargo Financing Facility Agreement, as amended, also requires the Company to maintain an asset coverage ratio equal to at least 1.50:1.00. The amount of the borrowings under the SPV IWells Fargo 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, we amended the SPV I Financing Facility. The amendment increased the maximum facility amount available from $175 million to $275 million 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 us to maintain an asset coverage ratio at least equal to 1.50:1.00. Advances under the SPV IWells Fargo Financing Facility may be prepaid and reborrowed at any time during the reinvestment period, howeverbut any termination or reduction of the facility amount prior to the secondfirst anniversary of the date 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, 2020,2023 the SPV IWells Fargo Financing Facility bearsbore interest at a rate of SOFR, reset daily LIBOR plus 2.50%2.20% per annum. The SPV IAs of December 31, 2022, the Wells Fargo Financing Facility also includes certainbore interest at monthly SOFR, reset daily plus 2.20% per annum.
SPV III, beginning May 5, 2022, has pledged all of its assets to the collateral agent to secure its obligations under the Wells Fargo Financing Facility. The Company and SPV III have made customary representations and warranties and are required to comply with various financial covenants related to liquidity and other maintenance covenants.covenants, reporting requirements and other customary requirements for similar facilities.
Subscription Facility
On September 10, 2020, we 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 million subject to availability under the "Borrowing Base". 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. We 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, a listing of our shares on a national securities exchange (an "Exchange Listing")).
The Subscription Facility is structured as a revolving credit facility secured by the capital commitments of the Company’s subscribed investors and certain related assets. The Subscription Facility contains certain customary affirmative and negative covenants and events of default.

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SPV II Financing Facility
On November 24, 2020, SPV II entered into a senior secured revolving credit facility (the “SPV II“SMBC Financing Facility” and together with the SPV Iagreement relating thereto the “SMBC Financing Facility (the "Financing Facilities")Agreement”) with SMBC, as the administrative agent, the collateral agent and the lender. On October 19, 2023, SPV IV entered into the borrower joinder agreement (the “SMBC Joinder”) to become party to the SMBC Financing Facility Agreement. As a result, SPV II and SPV IV are collectively borrowers under the SMBC Financing Facility.
The maximum amount for the SPV IISMBC Financing Facility is $150 millionAgreement was amended on December 23, 2021, June 29, 2022 and November 21, 2023. The most recent amendment on November 21, 2023 (the “Maximum Facility Amount”"Amendment"). Under, among other things: (i) extended the SPV II Financing Facility, which matures onreinvestment period from November 24, 2023 to November 24, 2024 and the stated maturity date from November 24, 2025 to November 24, 2026; (ii) changed the lender has agreedinterest rate for loans under the SMBC Financing Facility Agreement from (A) either the Base Rate (as defined in the SMBC Financing Facility Agreement) plus 1.15% or the Term SOFR (as defined in the SMBC Financing Facility Agreement) plus 2.15% to extend credit(B) either the Base Rate plus 1.65% or Term SOFR plus 2.65%; (iii) reduced the maximum facility amount from $300 million to SPV II$150 million upon the occurrence of a permitted securitization, subject to a subsequent increase to $250 million, in the sole discretion of the administrative agent, if so requested by the borrowers; and (iv) provide for an aggregate principal amount upunused commitment fee of, from the three month anniversary of the Amendment date to the Maximum Facility Amount. SPV II’s abilitysix month anniversary of the Amendment date, 0.50% per annum on the unused commitments and on or after the six month anniversary of the Amendment date, 0.50% per annum on the unused commitments if such unused commitments are less than 50% of the total commitments and 1.00% per annum on the unused commitments if such unused commitments are greater than or equal to draw50% of the total commitments. In connection with the Amendment, the borrowers will pay an extension fee of $450 thousand plus an annualized fee of 0.30% multiplied by $150 million based on the length of time (in years) until the occurrence of a permitted securitization. Advances under the SMBC Financing Facility is scheduled to terminate on November 24, 2023.Agreement may be prepaid and reborrowed at any time during the reinvestment period. As of December 31, 2020,2023 and December 31, 2022, the SPV IISMBC Financing Facility bearsbore interest at one-month LIBORSOFR plus 2.50%2.65% and one-month SOFR plus 2.15%, respectively, per annum.
Effective December 7, 2023, following the closing of the 2023 Debt Securitization (discussed further below), the maximum facility amount available was reduced to $150 million from $300 million and SPV IIIV began borrowing under the SMBC Financing Facility.
SPV IV, beginning October 19, 2023, has pledged all of its assets to the collateral agent to secure its obligations under the facility. Both theSMBC Financing Facility. The Company and SPV IIIV have made customary representations and warranties and are required to comply with various financial covenants related to liquidity and other maintenance covenants, reporting requirements and other customary requirements for similar facilities.

Revolving Credit Facility
On June 23, 2023, we entered into a senior secured revolving credit agreement (the “Senior Secured Revolving Credit Agreement” and facility thereunder, the “Revolving Credit Facility” and together with the Wells Fargo Financing Facility and SMBC Financing Facility, the “Financing Facilities”) with SMBC as the lender, administrative agent, and one of the lead arrangers along with Wells Fargo. The Revolving Credit Facility is guaranteed by NCDL Equity Holdings and will be guaranteed by certain of our

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subsidiaries that are formed or acquired in the future (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility will be used for general corporate purposes, including the funding of portfolio investments.
The initial maximum principal amount of the Revolving Credit Facility is $185 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $300 million through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions, and includes a $25 million limit for swingline loans.
The availability period under the Revolving Credit Facility will terminate on June 23, 2027 (the “Commitment Termination Date”) and will mature on June 23, 2028 (the “Final Maturity Date”). During the period from the Commitment Termination Date to the Final Maturity Date, we will be obligated to make mandatory prepayments out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
We may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn in U.S. dollars will bear interest at either term SOFR plus a margin, or the prime rate plus a margin. We may elect either the term SOFR or prime rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at our option, subject to certain conditions. Amounts drawn in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin. We also will pay a fee of 0.375% on average daily undrawn amounts. As of December 31, 2023, the Revolving Credit Facility bore interest at one-month SOFR plus 2.25% per annum.
The Senior Secured Revolving Credit Agreement includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and certain financial covenants related to asset coverage and minimum shareholders’ equity, as well as customary events of default.

CLO-I
On May 20, 2022 (the “Closing Date”), the Company completed a $448.3 million term debt securitization (the “2022 Debt Securitization”). Term debt securitization is also known as a collateralized loan obligation and is a form of secured financing incurred by the Company.
The notes offered in the 2022 Debt Securitization (the “2022 Notes”) were issued by CLO-I, an indirect, wholly owned, consolidated subsidiary of the Company. The 2022 Notes consist of $199.0 million of AAA Class A-1 2022 Notes, which bear interest at the three-month Term SOFR plus 1.80%; $34.3 million of AAA Class A-1F 2022 Notes, which bear interest at 4.42%; $47.3 million of AA Class B 2022 Notes, which bear interest at the three-month Term SOFR plus 2.30%; $31.5 million of A Class C 2022 Notes, which bear interest at the three-month Term SOFR plus 3.15%; $27.0 million of BBB Class D 2022 Notes, which bear interest at the three-month Term SOFR plus 4.15%; and approximately $79.3 million of Subordinated 2022 Notes, which do not bear interest. The Company directly owns all of the BBB Class D 2022 Notes and the Subordinated 2022 Notes and as such, these notes are eliminated in consolidation.
As part of the 2022 Debt Securitization, CLO-I also entered into a loan agreement (the “CLO-I Loan Agreement”) on the Closing Date, pursuant to which various financial institutions and other persons which are, or may become, parties to the CLO-I Loan Agreement as lenders (the “Lenders”) committed to make $30.0 million of AAA Class A-L 2022 Loans to CLO-I (the “2022 Loans” and, together with the 2022 Notes, the “2022 Debt”). The 2022 Loans bear interest at the three-month Term SOFR plus 1.80% and were fully drawn upon the closing of the transactions. Any Lender may elect to convert all of the Class A-L 2022 Loans held by such Lenders into Class A-1 2022 Notes upon written notice to CLO-I in accordance with the CLO-I Loan Agreement.
The 2022 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through April 20, 2026, all principal collections received on the underlying collateral may be used by CLO-I to purchase new collateral under the direction of the Company, in its capacity as collateral manager of CLO-I and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2022 Debt Securitization. The 2022 Notes are due on April 20, 2034. The 2022 Loans are scheduled to mature, and, unless earlier repaid, the entire unpaid principal balance thereof is due and payable on April 20, 2034.
The 2022 Debt is the secured obligation of CLO-I, and the indenture and the CLO-I Loan Agreement, as applicable, governing the 2022 Debt includes customary covenants and events of default. The 2022 Debt has not been, and will not be, registered under the Securities Act, or any state “blue sky” laws.
The Company serves as collateral manager to CLO-I under a collateral management agreement (the “Collateral Management Agreement”) and has waived the management fee due to it in consideration for providing these services.


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CLO-II
On December 7, 2023 (the “Closing Date”), the Company completed a $298.1 million term debt securitization (the “2023 Debt Securitization”).
The notes offered in the 2023 Debt Securitization (the “2023 Notes”) were issued by CLO-II, an indirect, wholly owned, consolidated subsidiary of the Company. The 2023 Notes consist of $2.0 million of AAA Class X 2023 Notes, which bear interest at the three-month Term SOFR plus 2.00%, $100.5 million of AAA Class A-1 2023 Notes, which bear interest at the three-month Term SOFR plus 2.35%; $37.5 million of AA Class B 2023 Notes, which bear interest at three-month Term SOFR plus 3.20% and approximately $83.1 million of Subordinated 2023 Notes, which do not bear interest. The Company directly owns all of the Subordinated 2023 Notes and as such, these notes are eliminated in consolidation.
As part of the 2023 Debt Securitization, CLO-II also entered into a loan agreement (the “CLO-II Loan Agreement”) on the Closing Date, pursuant to which various financial institutions and other persons which are, or may become, parties to the CLO-II Loan Agreement as lenders (the “Lenders”) committed to make $25.0 million of AAA Class A-L-A 2023 Loans and $50.0 million AAA Class A-L-B 2023 Loans to CLO-II (the “2023 Loans” and, together with the 2023 Notes, the “2023 Debt”). The 2023 Loans bear interest at the three-month Term SOFR plus 2.35% and were fully drawn upon the closing of the transactions. Any Lender may elect to convert all or a portion of the Class A-L-A 2023 Loans held by such Lenders into Class A-1 2023 Notes upon written notice to CLO-II in accordance with the CLO-II Loan Agreement.
The 2023 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through January 20, 2028, all principal collections received on the underlying collateral may be used by CLO-II to purchase new collateral under the direction of the Company, in its capacity as collateral manager of CLO-II and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2023 Debt Securitization. The 2023 Notes are due on January 20, 2036. The 2023 Loans are scheduled to mature, and, unless earlier repaid, the entire unpaid principal balance thereof is due and payable on January 20, 2036.
The 2023 Debt is the secured obligation of CLO-II, and the indenture and the CLO-II Loan Agreement, as applicable, governing the 2023 Debt includes customary covenants and events of default. The 2023 Debt has not been, and will not be, registered under the Securities Act, or any state “blue sky” laws.
The Company serves as collateral manager to CLO-II under a collateral management agreement (the “Collateral Management Agreement”) and has waived the management fee due to it in consideration for providing these services.
Contractual Obligations
The following tables show the contractual maturities of our debt obligations as of December 31, 20202023 and 2019December 31, 2022 (dollar amounts in thousands):
Payments Due by Period
As of December 31, 2020TotalLess than 1 Year1 to 3 years3 to 5 yearsMore than 5 Years
Financing Facility - SPV I$146,135 $— $— $146,135 $— 
Subscription Facility17,500 17,500 — — — 
Financing Facility - SPV II28,547 — — 28,547 — 
Total debt obligations$192,182 $17,500 $— $174,682 $— 
Payments Due by Period
As of December 31, 2023TotalLess than 1 Year1 to 3 years3 to 5 yearsMore than 5 Years
Wells Fargo Financing Facility$231,000 $— $— $231,000 $— 
SMBC Financing Facility37,377 — 37,377 — — 
Revolving Credit Facility126,500 — — 126,500 — 
CLO-I342,000 — — — 342,000 
CLO-II215,000 — — — 215,000 
Total debt obligations$951,877 $— $37,377 $357,500 $557,000 
Payments Due by Period
As of December 31, 2019TotalLess than 1 Year1 to 3 years3 to 5 yearsMore than 5 Years
Financing Facility - SPV I$118,435 $— $118,435 $— $— 
Total debt obligations$118,435 $— $118,435 $— $— 


Payments Due by Period
As of December 31, 2022TotalLess than 1 Year1 to 3 years3 to 5 yearsMore than 5 Years
Wells Fargo Financing Facility$111,300 $— $— $111,300 $— 
Subscription Facility— — — — — 
SMBC Financing Facility252,147 — 252,147 — — 
CLO-I342,000 — — — 342,000 
Total debt obligations$705,447 $— $252,147 $111,300 $342,000 

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Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•the Investment Advisory Agreement;
•the CAM Sub-Advisory Agreement;
•the NAM Sub-Advisory Agreement (see "Recent Developments" for more information);
•the Administration Agreement; and
•the Expense Support AgreementAgreement.
In addition, on June 7, 2019, the SEC granted an exemptive order (the “Order”) that permits us to the aforementioned agreements, the Advisers, us, andparticipate in negotiated co-investment transactions with certain other funds and accounts sponsored or managed by either of the Advisers and/or their affiliates, were granted an order (the “Order”) that permits us greater flexibility thansubject to the conditions of the Order. Pursuant to the Order, the Company is permitted to co-invest with its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act permitsAct) of the Board's independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, negotiatethat (1) the terms of co-investmentsthe potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of the Company's stockholders and is consistent with its then-current investment objective and strategies. Neither we nor the affiliated funds are obligated to invest or co-invest when investment opportunities are referred to us or them.
In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the “Temporary Relief”), the Company was permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in our existing portfolio companies with certain affiliates that are private funds if our Board determinessuch private funds did not hold an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such follow-on investments with us unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the Temporary Relief expired on December 31, 2020, the SEC’s Division of Investment Management had indicated that until March 31, 2022, it would be advantageous for usnot recommend enforcement action, to co-investthe extent that any BDC with other accounts sponsored or managed by either ofan existing co-investment order continues to engage in certain transactions described in the Advisers or their respectiveTemporary Relief, pursuant to the same terms and conditions described therein. The conditional exemptive order is no longer effective; however, on October 14, 2022, the SEC granted an exemptive order to permit the Company to continue to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds did not hold an investment in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

such existing portfolio company, subject to certain conditions.
Expense Support Agreement

We haveOn December 31, 2019, we entered into an expense support and conditional reimbursement agreement (the “Expensethe Expense Support Agreement”)Agreement with the Adviser. The Expense Support Agreement automatically terminated pursuant to its terms upon the consummation of the IPO on January 29, 2024. Under the Expense Support Agreement, the Adviser maywas able to pay certain of our expenses (each, an “Expense Payment”), provided that no portion of the payment will bewas used to pay any of our interest expense. Such Expense Payment will bewas 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 us to the Adviser or its affiliates.

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Following any calendar quarter in which Available Operating Funds (as defined below) exceedexceeded 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”), we shall paypaid 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 us within three years prior to the last business day of such calendar quarter have beenwere reimbursed. "Available“Available Operating Funds"Fund" means the sum of (i) net investment income (including net realized short-term capital gains reduced by net realized long-term capital losses), (ii) 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 us 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 shallwas 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 us within three years prior to the last business day of such calendar quarter that havewere not been previously reimbursed by us to the Adviser.

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No Reimbursement Payment will bewas made for any quarter if: (1) the annualized rate (based on a 365-day year) of regular cash distributions per share of common stock declared by our Board exclusive of returns of capital, distribution rate reductions due to any fees (including to a transfer agent) payable in connection with distributions, and any declared special dividends or distributions (the “Effective Rate of Distributions Per Share”) declared by us at the time of such Reimbursement Payment, iswas less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) our Operating Expense Ratio (as defined below) at the time of such Reimbursement Payment iswas greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates.related. The “Operating Expense Ratio” iswas calculated by dividing Operating Expenses (as defined below), less organizational and offering expenses, base management and incentive fees owed to the Adviser, and interest expense, by our net assets. “Operating Expenses” means all of our operating costs and expenses incurred, as determined in accordance with USU.S. GAAP. The Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, so thatin which case such Reimbursement Payment may be reimbursable in a future calendar quarter.
The following table presents a cumulative summary of the Expense Payments and Reimbursement Payments since our commencement of operations (dollars amounts in thousands):
For the Quarter EndedExpense Payments by AdviserReimbursement Payments to AdviserExpired Expense SupportUnreimbursed Expense PaymentsReimbursement Eligibility Expiration
December 31, 2019$1,696 $— $(1,696)$— December 31, 2022
March 31, 2020182 — (182)— March 31, 2023
June 30, 20203 (3)— — June 30, 2023
September 30, 2020466 (466)— — September 30, 2023
December 31, 202056 (56)— — December 31, 2023
March 31, 202197 (97)— — March 31, 2024
June 30, 202162 (62)— — June 30, 2024
September 30, 202147 (47)— — September 30, 2024
December 31, 202142 (42)— — December 31, 2024
March 31, 202271 (71)— — March 31, 2025
June 30, 202254 (54)— — June 30, 2025
September 30, 202267 (67)— — September 30, 2025
June 30, 2023136 (136)— — June 30, 2026
Total$2,979 $(1,101)$(1,878)$— 
For the year ended December 31, 2023, we reimbursed the Adviser for the remaining balance of $1,101 under the Expense Support Agreement, for previously supported expenses. As of December 31, 2023, there was no unreimbursed expense payments under the Expense Support Agreement.
Off-Balance Sheet Arrangements
In the ordinary course of its business, we enterthe Company enters into contracts or agreements that contain indemnifications or warranties. Future events could occur which may give rise to liabilities arising from these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in these consolidated financial statements as of December 31, 2023 and December 31, 2022. We have in the past and may in the future become obligated to fund commitments such as delayed draw commitments.
For more information on our off-balance sheet arrangements, commitments and contingencies see Note 7 to the consolidated financial statements in Part II, Item 8 of this Form 10-K.


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Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies and estimates, including those relating to the valuation of our portfolio investments, are described below. We consider the most significant accounting policies to be those related to our Valuation of Portfolio Investments, Revenue Recognition, and U.S. Federal Income Taxes, are described below. The valuation of investments is our most significant critical estimate. The critical accounting policies and estimates should be read in conjunction with our consolidated financial statements and related notes in Part II, Item 8, as well as with our “Risk Factors” in Part I, Item 1A of this Annual Report Form 10-K.
Valuation of Portfolio Investments
At all times, consistent with U.S. GAAP and the 1940 Act, we conduct a valuation of our assets, pursuant to which our net asset value is determined.
Our assets are valued on a quarterly basis, or more frequently if required under the 1940 Act. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the Company's valuation designee (the “Valuation Designee”) to determine the fair value of the Company's investments that do not have readily available market quotations, which became effective beginning with the fiscal quarter ended March 31, 2023. Pursuant to the Company's valuation policy approved by the Board, a valuation committee comprised of employees of the Adviser (the “Valuation Committee”) is responsible for determining the fair value of the Company's assets for which market quotations are not readily available, subject to the oversight of the Board.
Investments for which market quotations are readily available are typically valued at those market quotations. Market quotations are obtained from independent pricing services, where available. Generally investments marked in this manner will be marked at the mean of the bid and ask of the quotes obtained. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations.
With respect to investments for which market quotations are not readily available, we or an independent third-party valuation firm engaged by the Valuation Designee, will take into account relevant factors in determining the fair value of our investments, including and in combination of: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company's ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. Investment performance data utilized are the most recently available financial statements and compliance certificates received from the portfolio companies as of the measurement date which in many cases may reflect a lag in information. The independent third-party valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.
When an external event such as a purchase transaction, public offering or subsequent sale or paydown occurs, we use the pricing indicated by the external event to corroborate our valuation.
U.S. GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. We review pricing and methodologies in order to determine if observable market information is being used, versus unobservable inputs.
Our accounting policy on the fair value of our investments is critical because the determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of these valuations, and any change in these valuations, on the consolidated financial statements.
For more information on the fair value hierarchies, our framework for determining fair value and the composition of our portfolio see Note 4 to the consolidated financial statements in Part I, Item 1 of this Annual Report Form 10-K.

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Revenue Recognition
Our revenue recognition policies are as follows:
Net realized gains (losses) on investments: Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method.
Investment Income: Interest income, including amortization of premium and accretion of discount on loans are recorded on the accrual basis. We accrue interest income based on the effective yield if we expect that, ultimately, we will be able to collect such income. We may have loans in our portfolio that contain payment-in-kind (“PIK”) income 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.
Other income may include income such as consent, waiver, amendment, unused, and prepayment fees associated with our investment activities as well as any fees for managerial assistance services rendered by us to our portfolio companies. Such fees are recognized as income when earned or the services are rendered.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Non-accrual: Generally, if 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 we 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 even though we remain contractually entitled to this interest. We 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.
U.S. Federal Income Taxes
We have elected to be treated as a BDC under the 1940 Act. We have elected, and intend to qualify annually thereafter, to be treated as a RIC under the Code. So long as we maintain our qualification as a RIC, we generally will not be subject to U.S. federal income or excise taxes on any ordinary income or capital gains that we timely distribute at least annually to our stockholders as dividends. As a result, any tax liability related to income earned and distributed by us represents obligations of our stockholders and will not be reflected in our consolidated financial statements.
We evaluate tax positions taken or expected to be taken in the course of preparing our financial statements 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 reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. As of December 31, 2020 and 2019,2023, the Companydid not have any uncertain tax positions that met the recognition or measurement criteria, nor did the Company have any unrecognized tax benefits.
Our accounting policy on income taxes is critical because if we are unable to maintain our off-balance sheet arrangements consisted of the following unfunded commitments (dollar amounts in thousands):
Portfolio CompanyDecember 31, 2020December 31, 2019
Anne Arundel$631 $— 
Arotech3,514 — 
B2B Packaging178 — 
Blackbird Purchaser Inc— 640 
Brillio LLC500 1,000 
Cornerstone Advisors of Arizona LLC216 — 
Diligent Corporation503 — 
Gabriel Partners LLC1,429 — 
Heartland Home Services2,637 — 
NJEye LLC2,277 351 
North Haven Spartan US Holdco LLC— 1,228 
Output Services Group Inc— 24 
PCF Insurance9,868 — 
Resource Label Group LLC1,043 — 
SEKO Global Logistics907 — 
Spectrio II2,941 — 
TailWind Randy's LLC317 500 
Tinuiti1,961 — 
Unified Physician Management LLC— 432 
Warrior Acquisition Inc622 — 
Total unfunded commitments$29,544 $4,175 
status as a RIC, we would be required to record a provision for U.S. federal income taxes which may be significant to our financial results.


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Recent Accounting Standard Updates
The FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting 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.

Recent Developments

Share Issuance
On January 15, 2021, we held a Subsequent Closing and entered into subscription agreements with additional investors for total commitments of $81.9 million.
On February 25, 2021, we delivered a5, 2024, pursuant to our final drawdown notice to our shareholders relating to the issuance of 785,751dated December 21, 2023, we issued 7,888,094 shares of our common stock par value $0.01at an issuance price of $18.05 per share for an aggregate proceeds of approximately $142.4 million. Following the final drawdown notice, we had no undrawn capital commitments remaining.
Distributions
The following table summarizes our distributions declared since December 31, 2023:
Date DeclaredRecord DatePayment DateDistribution per Share
January 10, 2024March 30, 2024April 29, 2024$0.45 
January 10, 2024May 13, 2024July 28, 2024$0.10 (1)
January 10, 2024August 12, 2024October 28, 2024$0.10 (1)
January 10, 2024November 11, 2024January 28, 2025$0.10 (1)
January 10, 2024February 12, 2025April 28, 2025$0.10 (1)
(1) Represents a special distribution.
Initial Public Offering
On January 29, 2024, we closed our IPO, issuing 5,500,000 shares of our common stock at a public offering price of $15.0$18.05 per share. We received total cash proceeds of $99.3 million. Our common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “NCDL” on January 25, 2024.

Advisory Agreement

As previously disclosed, on December 15, 2023, our shareholders approved an amended and restated investment advisory agreement by and between us and the Adviser (the "Advisory Agreement"), pursuant to which the Adviser will continue to provide investment advisory services to us. The Advisory Agreement became effective on January 29, 2024 upon the consummation of the IPO. The Advisory Agreement amended and restated the prior investment advisory agreement, dated December 31, 2019, by and between the Company and the Adviser (the “Prior Advisory Agreement”) as follows:

•reduced the base management fee payable by us to the Adviser following the IPO from an annual rate of 1.25% of Average Total Assets (as defined in the Advisory Agreement) to an annual rate of 0.75% of Average Total Assets for the first five quarters beginning with the calendar quarter in which the IPO was consummated (i.e., beginning with the calendar quarter ending March 31, 2024 through the calendar quarter ending March 31, 2025), and thereafter, the base management fee will step up to 1.00% of Average Total Assets;
•waived both the incentive fee on income and the incentive fee on capital gains for the first five quarters beginning with the calendar quarter in which the IPO was consummated;

•the calculation of the incentive fee on income will be subject to a “three-year look back”;

•the incentive fee on income will be subject to a cap equal to the difference between (x) 15% of the Cumulative Pre-Incentive Fee Net Return (as defined in the Advisory Agreement) in respect of the current calendar quarter and the eleven preceding calendar quarters (or, if fewer, the number of calendar quarters beginning with the calendar quarter in which is the IPO was consummated) (such period, the “Trailing Twelve Quarters”) and (y) the aggregate incentive fee on income that were paid to the Adviser by us in respect of the first eleven calendar quarters (or, if fewer, the number of calendar quarters beginning with the calendar quarter in which the IPO was consummated) included in the relevant Trailing Twelve Quarters; and

•the calculation of the incentive fee on capital gain will include cumulative aggregate realized capital gains and cumulative aggregate realized capital losses from the beginning of the calendar quarter in which the IPO was consummated.

The Advisory Agreement will remain in effect for an initial two year period from January 29, 2024, its effective date, and thereafter from year-to-year, subject to approval by our Board or a vote of a majority of our outstanding voting securities, and by approval of a majority of the independent directors.


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NAM Sub-Advisory Agreement

As previously disclosed, on December 15, 2023, our shareholders approved a new investment sub-advisory agreement by and among the Adviser, Churchill and Nuveen Asset Management, LLC (“Nuveen Asset Management”), acting through its leveraged finance division, to manage certain of our liquid investments (the “NAM Sub-Advisory Agreement”). The NAM Sub-Advisory Agreement became effective on January 29, 2024 upon the consummation of the IPO.

Pursuant to the NAM Sub-Advisory Agreement, Nuveen Asset Management may manage a portion of our portfolio consisting of cash and cash equivalents, liquid fixed-income securities (including broadly syndicated loans) and other liquid credit instruments (“Liquid Investments”), subject to the pace and amount of investment activity in the middle market investment program. We typically refer to an investment as liquid if the investment is, or we expect it to be, actively traded (with a typical settlement period of one month with respect to broadly syndicated loans). The percentage of our portfolio allocated to the Liquid Investments strategy managed by Nuveen Asset Management will be at the discretion of Churchill, our investment sub-adviser. The fees payable to Nuveen Asset Management pursuant to the NAM Sub-Advisory Agreement to manage our Liquid Investment allocation will be payable by Churchill and will not impact the advisory fees payable by our shareholders.

The NAM Sub-Advisory Agreement will remain in effect for an initial two year period from January 29, 2024, its effective date, and thereafter from year-to-year, subject to approval by our Board or a vote of a majority of our outstanding voting securities, and by approval of a majority of the independent directors.

Amended DRIP

In connection with the IPO, our Board approved the Amended DRIP, which became effective on January 29, 2024, concurrent with the consummation of the IPO.

The Amended DRIP changed the dividend reinvestment plan from an “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan. As a result of the foregoing, if our Board authorizes, and we declare, a cash dividend or distribution, shareholders that acquired their shares in the IPO and do not “opt out” of the Amended DRIP will have their cash distributions automatically reinvested in additional shares rather than receiving cash. Notwithstanding the foregoing, a shareholder’s election (or deemed election) under the dividend reinvestment plan, dated December 19, 2019, will remain in effect for such shareholder and no further action is required by such shareholder with respect to their election under the Amended DRIP.

With respect to each distribution under the Amended DRIP, our Board reserves the right to either issue new shares of common stock or purchase shares of common stock in the open market for the accounts of participants in the Amended DRIP. If newly issued shares are wereused to implement the Amended DRIP, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the distribution payable to such participant by the market price per share of our common stock at the close of regular trading of the NYSE on March 11, 2021.the distribution payment date, or if no sale is reported for such day, the average of the reported bid and asked prices. However, if the market price per share on the distribution payment date exceeds the most recently computed NAV per share, we will issue shares at the greater of (i) the most recently computed NAV per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeds the most recently computed NAV per share). If shares are purchased in the open market to implement the Amended DRIP, the number of shares to be issued to a participant will be determined by dividing the dollar amount of the distribution payable to such participant by the weighted average price per share for all shares of common stock purchased by the plan administrator in the open market in connection with the dividend or distribution. Although each participant may from time to time have an undivided fractional interest in a share, no certificates for a fractional share will be issued. However, dividends and distributions on fractional shares will be credited to each participant’s account.
Entity Formation
On March 10, 2021,February 5, 2024 Nuveen Churchill BDC SPV V, LLC ("SPV V"), a wholly owned subsidiary of the Company, was formed.
2024 Debt Securitization

On February 9, 2024, we heldpriced a Subsequent Closingterm debt securitization (the “2024 Debt Securitization”). Term debt securitization is also known as a collateralized loan obligation and is a form of secured financing incurred by Churchill NCDLC CLO-III, LLC (the “2024 Issuer”), our direct, wholly-owned, consolidated subsidiary.

In connection with pricing of the 2024 Debt Securitization, on February 9, 2024, we and the 2024 Issuer entered into subscription agreementsa Purchase and Placement Agreement (the “Purchase and Placement Agreement”) with additional investors for total commitments of $48.2 million.


Wells Fargo Securities, LLC, as initial purchaser


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(in such capacity, the “Initial Purchaser”), pursuant to which the 2024 Issuer agreed to sell certain of the notes (the “2024 Notes”) to be issued pursuant to an indenture to the Initial Purchaser as part of the 2024 Debt Securitization. We expect that the 2024 Issuer will, on or around March 14, 2024 (the “Closing Date”), enter into such indenture with U.S. Bank Trust Company, National Association, as trustee.

The 2024 Notes consist of $2,000,000 of AAA Class X Notes, which bear interest at the three-month Term SOFR plus 1.40%; $175,500,000 of AAA Class A Notes, which bear interest at the three-month Term SOFR plus 2.00%; $37,500,000 of AA Class B Notes, which bear interest at the three-month Term SOFR plus 2.65%; and $81,970,000 of Subordinated Notes, which do not bear interest. We will directly retain all of the Subordinated Notes. The 2024 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through April 20, 2028, all principal collections received on the underlying collateral may be used by the 2024 Issuer to purchase new collateral under our direction, in our capacity as collateral manager of the 2024 Issuer and in accordance with our investment strategy, allowing us to maintain the initial leverage in the 2024 Debt Securitization. We expect that the 2024 Notes will mature on April 20, 2036.

The closing of the issuance of the 2024 Debt, pursuant to the Purchase and Placement Agreement, is subject to customary closing conditions, including that the closing occur on or prior to the Closing Date and that certain of the 2024 Debt has been assigned agreed-upon ratings by S&P Global Ratings, an S&P Global Inc. business, or any respective successor or successors thereto.

We will serve as collateral manager to the 2024 Issuer under a collateral management agreement and will waive any management fee due to it in consideration for providing these services.
Chief Compliance Officer Appointment
On February 20, 2024, John D. McCally submitted his resignation as our Chief Compliance Officer to our Board, effective as of March 1, 2024. Mr. McCally will continue to serve as our Vice President and Secretary. In connection with the foregoing, on February 20, 2024, our Board appointed Charmagne Kukulka as our Chief Compliance Officer, effective as of March 1, 2024.
Charmagne Kukulka, 34, has been a Principal and Deputy Chief Compliance Officer at Churchill since May 2023. Ms. Kukulka is responsible to managing Churchill’s compliance program and provides compliance support in connection with regulatory matters affecting the business. Prior to joining Churchill, Ms. Kukulka was the Chief Compliance Officer at 13D Management LLC, specializing in investment adviser and investment company act rules and regulations from January 2022 to May 2023. She began her compliance career at Blackstone Inc., where she held various roles within the legal and compliance teams administering the compliance program for Blackstone’s registered funds platform from August 2013 to January 2022. Ms. Kukulka received her B.A. in Business and Corporate Communications from Arizona State University’s W.P. Carey School of Business.
There are no family relationships between Ms. Kukulka and any of our director or executive officer, and she is not a party to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K.


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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Uncertainty with respect to, among other things, the rising interest rates, inflationary pressures, the ongoing conflict between Russia and Ukraine, the ongoing war in the Middle East, and the failure of major financial institutions introduced significant volatility in the financial markets, and the effects of this volatility has materially impacted and could continue to materially impact our market risks, including those listed below.
Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments willdo not have a readily available market price, and we value these investments at fair value as determined in good faith by the Adviser, as the Valuation Designee, in accordance with our valuation policy subject to the oversight of the Board and, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firm(s)firms engaged atby the direction of our Board, and in accordance with our valuation policy.Valuation Designee. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Interest Rate Risk
We will beare subject to financial market risks, including changesinterest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing internals between our assets and liabilities and the effect that interest rates that may result in changes tohave on our net investment income. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets and a general decline in value of the securities that we hold.cash flows. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. Our net investment income is also affected by fluctuations in various interest rates, including the replacement of LIBOR with alternate rates and prime rates, to the extent our debt investments include floating interest rates. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In connection with
Since March 2022, the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certainhas been rapidly raising interest rates bringing it to the 5.25% to 5.50% range. Although the Federal Reserve left its benchmark rates steady in the fourth quarter of 2023, it has indicated that additional rate increases in the future may be necessary to mitigate inflationary pressures and LIBOR has decreased.there can be no assurance that the Federal Reserve will not make upwards adjustments to the federal funds rate in the future. However, there are reports that the Federal Reserve may begin to cut the benchmark rates in 2024. In addition, in a prolonged lowhigh interest rate environment, the difference between the totalour cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income earned ongenerated by our investment portfolio. It is possible that the Federal Reserve's tightening cycle could result the United States into a recession, which would likely decrease interest earning assetsrates. Conversely, a prolonged reduction in interest rates will reduce our gross investment income and the total interest expense incurred on interest bearing liabilities may be compressed, reducingcould result in a decrease in our net interestinvestment income and potentially adversely affectingif such decreases in base rates, such as SOFR or other alternate rates, are not offset by corresponding increases in the spread over such base rate that we earn on any portfolio investments, a decrease in our operating results.expenses, or a decrease in the interest rate associated with our borrowings.

82

As of December 31, 2020, 99.41%2023, on a fair value basis, approximately 5.39% of the loans held in our investment portfolio haddebt investments bear interest at a fixed rate and approximately 94.61% of our debt investments bear interest at a floating interest rates and 0.59%rate. As of loans held inDecember 31, 2023, 99.94% of our investment portfolio had fixed interest rates. Interest rates on the loans held within our portfolio offloating rate debt investments are typically based on floating LIBOR,subject to interest rate floors. Our credit facilities along with many of these assetsour 2022 and 2023 Debt are also having a LIBOR floor. Additionally, borrowings under the SPV I Financing Facility are subject to floating interest rates and as of December 31, 2020 are currently paid based on floating SOFR rates. Additionally, our Subscription Facility, which expired on September 8, 2023, also paid based on a daily LIBOR, plus 2.50% per annum, borrowings under the SPV II Financing Facility bear interest at a rate of one-month LIBOR plus 2.50% per annum and borrowings under the Subscription Facility bear interest at a rate of LIBOR plus 1.75% per annum.floating SOFR rate.
The following table estimates the potential changes in net cash flow generated from interest income and expenses, should interest rates increase or decrease by 100, 200 or 300 basis points, or decrease by 25 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held on December 31, 2020.2023. Interest expense is calculated based on the terms of the Financing Facilitiescredit facilities, the 2022 Debt and Subscription Facility,the 2023 Debt using the outstanding balance as of December 31, 2020.2023. Interest expense on the Financing Facilitiescredit facilities, the 2022 Debt and Subscription Facilitythe 2023 Debt is calculated using the interest rate as of December 31, 2020,2023, adjusted for the impact of hypothetical changes in rates, as shown below. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of December 31, 2020. These hypothetical calculations are based on a model of the investments in our portfolio, held as of December 31, 2020, and are only adjusted for assumed changes in the underlying base interest rates.2023.
Actual results could differ significantly from those estimated in the table (dollars amounts in thousands).
Changes in Interest RatesChanges in Interest RatesInterest IncomeInterest ExpenseNet IncomeChanges in Interest RatesInterest IncomeInterest ExpenseNet Income
-25 Basis Points$(73)$(480)$407 
Base Interest Rate— — — 
-300 Basis Points
-200 Basis Points
-100 Basis Points
+100 Basis Points
+100 Basis Points
+100 Basis Points+100 Basis Points977 1,922 (945)
+200 Basis Points+200 Basis Points4,328 3,844 484 
+300 Basis Points+300 Basis Points7,678 5,765 1,913 




7183


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Set forth below is an index to our financial statements included inattached to this Annual Report.

NUVEEN CHURCHILL DIRECT LENDING CORP.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PagePage
7385
7586
7687
7788
7889
8091
92126












































7284




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, 20202023 and 2019,2022, and the related consolidated statements of operations, changes in net assets and cash flows for each of the three years thenin the period ended December 31, 2023, 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, 20202023 and 2019,2022, and the results of its operations, changes in its net assets and its cash flows for each of the three years thenin the period ended December 31, 2023 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, 20202023 and 20192022 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, 2021February 27, 2024



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



7485



NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(dollars in thousands, except share and per share data)
December 31, 2023December 31, 2023December 31, 2022
December 31, 2020December 31, 2019
AssetsAssets
Assets
Assets
InvestmentsInvestments
Non-controlled/non-affiliated company investments, at fair value (amortized cost of $338,738 and $178,754, respectively)$335,259 $178,780 
Investments
Investments
Non-controlled/non-affiliated company investments, at fair value (amortized cost of $1,666,169 and $1,225,573, respectively)
Non-controlled/non-affiliated company investments, at fair value (amortized cost of $1,666,169 and $1,225,573, respectively)
Non-controlled/non-affiliated company investments, at fair value (amortized cost of $1,666,169 and $1,225,573, respectively)
Cash and cash equivalentsCash and cash equivalents12,608 3,421 
Restricted cashRestricted cash50 50 
Due from adviser expense support (See Note 4)
2,403 1,696 
Due from adviser expense support (See Note 5)
Interest receivableInterest receivable2,028 1,845 
Interest receivable
Interest receivable
Receivable for investments soldReceivable for investments sold946 2,576 
Contribution receivable
Prepaid expensesPrepaid expenses38 — 
Other assets128 — 
Total assets
Total assets
Total assetsTotal assets$353,460 $188,368 
LiabilitiesLiabilities
Secured borrowings (net of $3,907 and $87 deferred financing costs, respectively) (See Note 5)
$188,275 $118,348 
Liabilities
Liabilities
Secured borrowings (net of $7,941 and $5,675 deferred financing costs, respectively) (See Note 6)
Secured borrowings (net of $7,941 and $5,675 deferred financing costs, respectively) (See Note 6)
Secured borrowings (net of $7,941 and $5,675 deferred financing costs, respectively) (See Note 6)
Payable for investments purchased
Interest payable
Due to adviser expense support (See Note 5)
Interest payable1,276 1,199 
Due to adviser expense support (See Note 4)
2,403 1,696 
Due to affiliate— 9 
Management fees payable
Management fees payable
Management fees payableManagement fees payable528 331 
Distributions payableDistributions payable2,356 — 
Directors’ fees payableDirectors’ fees payable96 23 
Accounts payable and accrued expensesAccounts payable and accrued expenses885 551 
Total liabilitiesTotal liabilities$195,819 $122,157 
Commitments and contingencies (See Note 6)
Commitments and contingencies (See Note 7)
Commitments and contingencies (See Note 7)
Commitments and contingencies (See Note 7)
Net Assets: (See Note 7)
Net Assets: (See Note 8)
Net Assets: (See Note 8)
Net Assets: (See Note 8)
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 
Common shares, $0.01 par value, 500,000,000 and 500,000,000 shares authorized, 41,242,105 and 28,650,548 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively
Common shares, $0.01 par value, 500,000,000 and 500,000,000 shares authorized, 41,242,105 and 28,650,548 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively
Common shares, $0.01 par value, 500,000,000 and 500,000,000 shares authorized, 41,242,105 and 28,650,548 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively
Paid-in-capital in excess of par valuePaid-in-capital in excess of par value161,003 63,968 
Total distributable earnings (loss)Total distributable earnings (loss)(3,446)2,210 
Total net assetsTotal net assets$157,641 $66,211 
Total liabilities and net assetsTotal liabilities and net assets$353,460 $188,368 
Total liabilities and net assets
Total liabilities and net assets
Net asset value per share (See Note 8)
$18.74 $20.00 
Net asset value per share (See Note 9)
Net asset value per share (See Note 9)
Net asset value per share (See Note 9)





See Notes to Consolidated Financial Statements
7586


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,
202020192018
Investment income:
Non-controlled/non-affiliated company investments:
Interest income$13,018 $15,031 $4,277 
Payment-in-kind interest income28 — — 
Other income257 365 227 
Total investment income13,303 15,396 4,504 
Expenses:
Interest and debt financing expenses4,486 6,746 2,202 
Management fees (See Note 4)
1,522 1,568 451 
Professional fees1,299 247 92 
Organization expenses— 1,705 — 
Directors' fees383 23 — 
Administration fees (See Note 4)
534 64 51 
Other general and administrative expenses288 318 — 
Total expenses before expense support8,512 10,671 2,796 
Expense support (See Note 4)
(424)(1,696)— 
Net expenses after expense support8,088 8,975 2,796 
          Net investment income before excise taxes5,215 6,421 1,708 
          Excise taxes— 4 — 
          Net investment income after excise taxes5,215 6,417 1,708 
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on non-controlled/non-affiliated company investments409 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 diluted4,964,753 4,065,531 1,989,596 





For the Years Ended December 31,
202320222021
Investment income:
Non-controlled/non-affiliated company investments:
Interest income$156,868 $79,868 $34,902 
Payment-in-kind interest income3,644 789 113 
Dividend income101 225 213 
Other income1,143 1,571 1,062 
Total investment income161,756 82,453 36,290 
Expenses:
Interest and debt financing expenses61,206 25,695 9,827 
Management fees (See Note 5)
10,509 7,464 4,049 
Professional fees3,455 1,811 1,316 
Directors' fees383 383 383 
Administration fees (See Note 5)
1,598 1,111 660 
Other general and administrative expenses751 684 324 
Total expenses before expense support77,902 37,148 16,559 
Expense support (See Note 5)
(158)(179)(522)
Net expenses after expense support77,744 36,969 16,037 
          Net investment income before excise taxes84,012 45,484 20,253 
          Excise taxes6 — — 
          Net investment income84,006 45,484 20,253 
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on non-controlled/non-affiliated company investments(7,952)(262)819 
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated company investments714 (27,912)6,194 
Income tax (provision) benefit(830)(24)— 
Total net change in unrealized gain (loss)(116)(27,936)6,194 
Total net realized and unrealized gain (loss) on investments(8,068)(28,198)7,013 
Net increase (decrease) in net assets resulting from operations$75,938 $17,286 $27,266 
Per share data:
Net investment income per share - basic and diluted$2.52 $1.95 $1.58 
Net increase (decrease) in net assets resulting from operations per share - basic and diluted$2.27 $0.74 $2.12 
Weighted average common shares outstanding - basic and diluted33,385,880 23,279,341 12,849,333 
See Notes to Consolidated Financial Statements
7687


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,
202020192018
For the Years Ended December 31,
For the Years Ended December 31,
For the Years Ended December 31,
2023202320222021
Increase (decrease) in net assets resulting from operations:Increase (decrease) in net assets resulting from operations:
Net investment income
Net investment income
Net investment incomeNet investment income$5,215 $6,417 $1,708 
Net realized gain (loss) on investmentsNet realized gain (loss) on investments409 490 79 
Net change in unrealized appreciation (depreciation) on investmentsNet change in unrealized appreciation (depreciation) on investments(3,479)378 (352)
Net increase (decrease) in net assets resulting from operationsNet increase (decrease) in net assets resulting from operations2,145 7,285 1,435 
Shareholder distributions:Shareholder distributions:
Distributions of investment income(5,637)(5,628)(882)
Distributions declared from net investment income
Distributions declared from net investment income
Distributions declared from net investment income
Net increase (decrease) in net assets resulting from shareholder distributionsNet increase (decrease) in net assets resulting from shareholder distributions(5,637)(5,628)(882)
Capital share transactions:Capital share transactions:
Issuance of preference shares— 14,800 70,200 
Issuance of common shares, netIssuance of common shares, net94,920 1 — 
Redemption of preference shares— (21,000)— 
Reinvestment of shareholder distributions2 — — 
Issuance of common shares, net
Issuance of common shares, net
Reinvestment of shareholder distributions, net
Net increase (decrease) in net assets resulting from capital share transactions
Net increase (decrease) in net assets resulting from capital share transactions
Net increase (decrease) in net assets resulting from capital share transactionsNet increase (decrease) in net assets resulting from capital share transactions94,922 (6,199)70,200 
Total increase (decrease) in net assetsTotal increase (decrease) in net assets91,430 (4,542)70,753 
Net assets, at beginning of periodNet assets, at beginning of period66,211 70,753 — 
Net assets, at end of periodNet assets, at end of period$157,641 $66,211 $70,753 






















See Notes to Consolidated Financial Statements
7788


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,
202020192018
For the Years Ended December 31,For the Years Ended December 31,
2023202320222021
Cash flows from operating activities:Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations
Net increase (decrease) in net assets resulting from operations
Net increase (decrease) in net assets resulting from operationsNet 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 activitiesAdjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities
Purchase of investments
Purchase of investments
Purchase of investmentsPurchase of investments(211,197)(107,122)(173,510)
Proceeds from principal repayments and sales of investmentsProceeds from principal repayments and sales of investments51,942 91,273 11,456 
Payment-in-kind interestPayment-in-kind interest(16)— — 
Amortization of premium/accretion of discount, netAmortization of premium/accretion of discount, net(278)(214)(68)
Net realized (gain) loss on investmentsNet realized (gain) loss on investments(409)(490)(79)
Net change in unrealized (appreciation) depreciation on investmentsNet change in unrealized (appreciation) depreciation on investments3,479 (378)352 
Amortization of deferred financing costsAmortization of deferred financing costs315 443 100 
Amortization of offering costsAmortization of offering costs(77)— — 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Due from adviser expense supportDue from adviser expense support(707)(1,696)— 
Due from adviser expense support
Due from adviser expense support
Interest receivableInterest receivable(183)(1,307)(538)
Receivable for investments soldReceivable for investments sold1,630 (2,558)(18)
Prepaid expenses
Prepaid expenses
Prepaid expensesPrepaid expenses(38)— — 
Other assetsOther assets(128)— — 
Payable for investments purchased
Payable for investments purchased
Payable for investments purchasedPayable for investments purchased— (5,866)5,866 
Interest payableInterest payable77 335 864 
Due to adviser expense supportDue to adviser expense support707 1,696 — 
Due to affiliate(9)9 — 
Management fees payableManagement fees payable197 136 195 
Directors’ fees payable73 23 — 
Management fees payable
Management fees payable
Accounts payable and accrued expenses
Accounts payable and accrued expenses
Accounts payable and accrued expensesAccounts payable and accrued expenses334 473 78 
Net cash provided by (used in) operating activitiesNet cash provided by (used in) operating activities(152,143)(17,958)(153,867)
Cash flows from financing activities:Cash flows from financing activities:
Proceeds from issuance of preference shares— 14,800 70,200 
Cash flows from financing activities:
Cash flows from financing activities:
Proceeds from issuance of common sharesProceeds from issuance of common shares94,997 1 — 
Redemption of preference shares— (21,000)— 
Proceeds from issuance of common shares
Proceeds from issuance of common shares
Shareholder distributions
Shareholder distributions
Shareholder distributionsShareholder distributions(3,279)(5,628)(882)
Proceeds from secured borrowingsProceeds from secured borrowings147,747 73,200 100,535 
Repayments of secured borrowingsRepayments of secured borrowings(74,000)(42,100)(13,200)
Payments of deferred financing costsPayments of deferred financing costs(4,135)(105)(525)
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities161,330 19,168 156,128 
Net increase (decrease) in Cash and Cash Equivalents and Restricted CashNet increase (decrease) in Cash and Cash Equivalents and Restricted Cash9,187 1,210 2,261 
Net increase (decrease) in Cash and Cash Equivalents and Restricted Cash
Net increase (decrease) in Cash and Cash Equivalents and Restricted Cash
Cash and Cash Equivalents and Restricted Cash, beginning of periodCash and Cash Equivalents and Restricted Cash, beginning of period3,471 2,261 — 
Cash and Cash Equivalents and Restricted Cash, end of periodCash and Cash Equivalents and Restricted Cash, end of period$12,658 $3,471 $2,261 
Supplemental disclosure of cash flow Information:
Supplemental disclosure of cash flow information:
Supplemental disclosure of cash flow information:
Supplemental disclosure of cash flow information:
Cash paid during the period for interestCash 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 — 
Cash paid during the period for interest
Cash paid during the period for interest
Supplemental disclosure of non-cash flow Information:
Supplemental disclosure of non-cash flow Information:
Supplemental disclosure of non-cash flow Information:Supplemental disclosure of non-cash flow Information:
Reinvestment of shareholder distributionsReinvestment of shareholder distributions$2 $— $— 
Reinvestment of shareholder distributions
Reinvestment of shareholder distributions




See Notes to Consolidated Financial Statements
7889


The following tables provide a reconciliation of cash and cash equivalents and restricted cash reported on the consolidated Statementsstatements of Assetsassets and Liabilitiesliabilities that sum to the total of the same suchcomparable amounts on the Consolidated Statementsconsolidated statements of Cash Flowscash flows (dollars in thousands):
For the Years Ended December 31,For the period from January 12, 2018 (Commencement of Operations) through December 31,
202020192018
December 31, 2023December 31, 2023December 31, 2022December 31, 2021
Cash and cash equivalentsCash and cash equivalents$12,608 $3,421 $2,236 
Restricted cashRestricted cash50 50 25 
Total cash and cash equivalents and restricted cash shown on the Consolidated Statements of Cash FlowsTotal 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
7990
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 20202023
(dollarsdollar amounts in thousands)


Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Investments
Debt Investments - 211.4%
Aerospace & Defense
AEgis Technologies(6)First Lien Term LoanL + 5.00%6.00 %10/31/2025$2,523 $2,499 $2,500 1.6 %
Arotech(6) (13)First Lien Term LoanL + 6.25%7.25 %10/22/20269,486 9,348 9,353 5.9 %
Arotech (Delayed Draw)(6) (11) (13)First Lien Term LoanL + 6.25%7.25 %10/22/20263,514 (26)(49)— %
Loc Performance Products(6) (13)First Lien Term LoanL + 5.25%6.25 %12/10/20267,500 7,388 7,388 4.7 %
Total Aerospace & Defense19,209 19,192 12.2 %
Automotive
Tailwind Randy's LLC(6) (9)First Lien Term LoanL + 5.00%6.00 %5/16/20253,283 3,263 3,293 2.1 %
Tailwind Randy's LLC (Delayed Draw)(9)First Lien Term LoanL + 5.00%6.00 %5/16/2025665 344 350 0.2 %
Total Automotive3,607 3,643 2.3 %
Banking, Finance, Insurance, Real Estate
Allied Benefit Systems(6) (13)First Lien Term LoanL + 4.75%5.75 %11/18/20256,113 6,054 6,054 3.8 %
Bankruptcy Management Solutions Inc(6)First Lien Term LoanL + 4.50%4.65 %2/28/20253,930 3,950 3,893 2.5 %
Minotaur Acquisition Inc(6)First Lien Term LoanL + 5.00%5.15 %3/27/20264,913 4,855 4,874 3.1 %
Payment Alliance International Inc(6)First Lien Term LoanL + 5.25%6.25 %1/31/20256,737 6,731 6,761 4.3 %
PCF Insurance (Delayed Draw)(6) (9) (13)First Lien Term LoanL + 6.25%7.25 %3/31/202613,000 3,006 3,009 1.9 %
Total Banking, Finance, Insurance, Real Estate24,596 24,591 15.6 %
Beverage, Food & Tobacco
GA Foods(6) (13)First Lien Term LoanL + 4.75%5.75 %12/1/20266,136 6,076 6,077 3.9 %
Handgards(6) (13)First Lien Term LoanL + 7.00%8.00 %10/14/202614,963 14,671 14,685 9.3 %
KSLB Holdings LLC(6)First Lien Term LoanL + 4.50%5.50 %7/30/20252,940 2,905 2,837 1.8 %
Total Beverage, Food & Tobacco23,652 23,599 15.0 %
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Investments
Debt Investments
Aerospace & Defense
AEgis Technologies(6) (12) (13)First Lien Term LoanS + 6.50%12.04 %10/31/2025$14,657 $14,592 $14,311 1.91 %
Arotech(6) (12)First Lien Term LoanS + 6.25%11.70 %10/22/20269,202 9,127 8,945 1.20 %
Arotech (Delayed Draw)(6) (12) (13)First Lien Term LoanS + 6.25%11.70 %10/22/2026448 446 435 0.06 %
Loc Performance Products(6) (12)First Lien Term LoanS + 5.25%10.71 %12/22/20266,557 6,502 6,270 0.84 %
Precision Aviation Group(6) (12) (13)First Lien Term LoanS + 5.75%11.12 %12/21/202915,039 14,740 14,740 1.97 %
Precision Aviation Group (Delayed Draw)(11) (12)First Lien Term LoanS + 5.75%11.12 %12/21/20294,961 (49)(99)(0.01 %)
Turbine Engine Specialist, Inc(12)Subordinated DebtS + 9.50%14.96 %3/1/20292,556 2,494 2,509 0.33 %
Valkyrie(12)Subordinated DebtN/A10.50% (Cash) 1.00% (PIK)11/17/20272,836 2,792 2,740 0.37 %
Total Aerospace & Defense50,644 49,851 6.67 %
Automotive
American Auto Auction Group(6) (12)First Lien Term LoanS + 5.00%10.50 %12/30/202710,520 10,443 10,266 1.37 %
Classic Collision (Delayed Draw) (Incremental Tranche A-4)(11) (12)First Lien Term LoanS + 5.75%11.29 %1/14/202625,225 3,304 3,016 0.40 %
Classic Collision (Delayed Draw) (Incremental)(6) (12) (13)First Lien Term LoanS + 5.75%11.29 %1/14/20266,941 6,941 6,847 0.92 %
Classic Collision (Incremental)(6) (12)First Lien Term LoanS + 5.75%11.29 %1/14/20267,751 7,707 7,646 1.02 %
Collision Right(6) (12) (13)First Lien Term LoanS + 5.25%10.50 %4/14/20285,294 5,269 5,282 0.71 %
Collision Right(12)Subordinated DebtN/A9.00% (Cash) 3.75% (PIK)10/14/20281,411 1,380 1,371 0.18 %
Collision Right (Delayed Draw)(12)Subordinated DebtN/A9.00% (Cash) 3.75% (PIK)10/14/2028996 985 968 0.13 %
Covercraft(12)Subordinated DebtN/A10.00% (Cash) 0.75% (PIK)2/20/20287,478 7,373 6,892 0.92 %
Covercraft (Delayed Draw)(11) (12)Subordinated DebtN/A10.00% (Cash) 0.75% (PIK)2/20/20284,386 — (344)(0.04 %)
High Bar Brands(12)Subordinated DebtN/A9.00% (Cash) 4.00% (PIK)6/19/20302,088 2,035 2,036 0.27 %
High Bar Brands (Delayed Draw)(11) (12)Subordinated DebtN/A9.00% (Cash) 4.00% (PIK)6/19/2030596 (7)(15)— %
JEGS Automotive(6)First Lien Term LoanS + 6.00%11.46 %12/22/20273,999 3,970 3,381 0.45 %
OEP Glass Purchaser(6) (12) (13)First Lien Term LoanS + 5.25%10.55 %4/18/202812,563 12,467 12,508 1.67 %
Randys Holdings, Inc(6) (9) (12) (13)First Lien Term LoanS + 6.50%11.88 %11/1/202811,138 10,943 10,997 1.47 %
Randys Holdings, Inc (Delayed Draw)(9) (11) (12)First Lien Term LoanS + 6.50%11.88 %11/1/20283,750 — (47)(0.01 %)
See Notes to Consolidated Financial Statements
8091
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 20202023
(dollarsdollar amounts in thousands)


Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Capital Equipment
Blackbird Purchaser Inc(6)First Lien Term LoanL + 4.50%4.75 %4/8/20263,936 3,899 3,854 2.4 %
Heartland Home Services(6) (9) (13)First Lien Term LoanL + 6.00%7.00 %12/15/20264,863 4,814 4,815 3.1 %
Heartland Home Services (Delayed Draw)(6) (9) (11) (13)First Lien Term LoanL + 6.00%7.00 %12/15/20262,637 — (26)— %
Total Capital Equipment8,713 8,643 5.5 %
Chemicals, Plastics, & Rubber
Boulder Scientific Company LLC(6)First Lien Term LoanL + 4.50%5.50 %12/29/20252,414 2,424 2,377 1.5 %
Total Chemicals, Plastics, & Rubber2,424 2,377 1.5 %
Construction & Building
SPI LLC(6)First Lien Term LoanL + 5.00%6.00 %11/1/20234,126 4,149 4,067 2.6 %
Total Construction & Building4,149 4,067 2.6 %
Consumer Goods: Durable
Fetch Acquisition LLC(6) (9)First Lien Term LoanL + 4.50%5.50 %5/22/20243,868 3,827 3,843 2.5 %
Fetch Acquisition LLC(6) (9)First Lien Term LoanL + 4.50%5.50 %5/22/20241,638 1,605 1,628 1.0 %
Halo Buyer Inc(6)First Lien Term LoanL + 4.50%5.50 %6/30/20255,850 5,778 5,726 3.6 %
Total Consumer Goods: Durable11,210 11,197 7.1 %
Consumer Goods: Non-durable
Badger Sportswear Acquisition Inc(6)First Lien Term LoanL + 5.00%6.25 %9/11/20233,912 3,811 3,521 2.2 %
Kramer Laboratories Inc(6)First Lien Term LoanL + 5.25%6.25 %6/22/20242,928 2,890 2,875 1.8 %
Kramer Laboratories Inc (Incremental)(6) (13)First Lien Term LoanL + 5.75%6.75 %6/22/202412,027 11,855 11,860 7.5 %
Market Performance Group(6) (13)First Lien Term LoanL + 6.00%7.00 %12/29/20267,500 7,425 7,425 4.8 %
Total Consumer Goods: Non-durable25,981 25,681 16.3 %
Containers, Packaging & Glass
B2B Packaging(6) (13)First Lien Term LoanL + 6.50%7.50 %10/7/20264,153 4,092 4,095 2.6 %
B2B Packaging (Delayed Draw)(6) (13)First Lien Term LoanL + 6.50%7.50 %10/7/20261,373 1,175 1,175 0.7 %
Brook & Whittle Holding Corp(6) (9)First Lien Term LoanL + 5.25%6.25 %10/17/20242,744 2,732 2,710 1.7 %
Brook & Whittle Holding Corp (Incremental)(6) (9) (13)First Lien Term LoanL + 6.00%7.00 %10/17/202410,256 10,157 10,160 6.5 %
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
S&S Truck Parts(6)First Lien Term LoanS + 5.00%10.19 %3/1/20296,858 6,803 6,779 0.91 %
S&S Truck Parts(13)First Lien Term LoanS + 5.00%10.19 %3/1/20291,159 1,150 1,146 0.15 %
S&S Truck Parts (Delayed Draw)(11) (12)First Lien Term LoanS + 5.00%10.19 %3/1/202998 — (1)— %
S&S Truck Parts (Delayed Draw)(11) (12)First Lien Term LoanS + 5.00%10.19 %3/1/20291,724 1,576 1,556 0.21 %
Total Automotive82,339 80,284 10.73 %
Banking, Finance, Insurance, Real Estate
Coding Solutions Acquisitions(6) (9)First Lien Term LoanS + 5.75%11.11 %5/11/20286,432 6,380 6,304 0.84 %
Coding Solutions Acquisitions (Delayed Draw)(9) (12)First Lien Term LoanS + 5.75%11.11 %5/11/20281,966 1,966 1,927 0.26 %
Long Term Care Group(6) (9) (12)First Lien Term LoanS + 1.00%6.66% (Cash) 6.00% (PIK)9/8/20276,858 6,812 5,916 0.79 %
Patriot Growth Insurance Service (Delayed Draw) (Incremental)(9) (12)First Lien Term LoanS + 5.75%11.25 %10/14/20287,166 7,109 7,003 0.94 %
Risk Strategies (Delayed Draw)(9) (12)First Lien Term LoanS + 5.50%11.00 %11/2/202614,869 14,869 14,606 1.95 %
Vensure Employer Services(6) (13)First Lien Term LoanS + 4.75%10.12 %3/26/202714,656 14,628 14,326 1.92 %
World Insurance Associates (Delayed Draw)(6) (9) (12)First Lien Term LoanS + 6.00%11.35 %4/3/202814,881 14,869 14,841 1.98 %
Total Banking, Finance, Insurance, Real Estate66,633 64,923 8.68 %
Beverage, Food & Tobacco
Bakeovations Intermediate, LLC (d/b/a Commercial Bakeries)(6) (7) (10) (12) (13)First Lien Term LoanS + 6.25%11.60 %9/25/202917,282 16,958 16,940 2.27 %
Bardstown PPC Holdings LLC(12)Subordinated DebtS + 7.75%13.18 %8/28/20279,300 9,154 9,154 1.22 %
Death Wish Coffee(6) (9) (13)First Lien Term LoanS + 4.75%10.20 %9/28/20279,800 9,739 9,800 1.31 %
Dessert Holdings(6) (9) (12)Subordinated DebtS + 7.25%12.72 %6/10/20299,000 8,874 7,628 1.02 %
Fresh Edge(12)Subordinated DebtS + 4.50%10.07% (Cash) 5.13% (PIK)4/3/20293,853 3,772 3,765 0.50 %
Fresh Edge (Incremental)(12)Subordinated DebtS + 4.50%9.98% (Cash) 5.13% (PIK)4/3/2029914 891 893 0.12 %
Fresh Edge (Incremental)(12)Subordinated DebtS + 4.50%9.76% (Cash) 5.13% (PIK)4/3/2029769 752 752 0.10 %
Handgards(6) (13)First Lien Term LoanS + 7.00%12.54 %10/14/202614,513 14,364 14,513 1.94 %
Harvest Hill Beverage Company(12)Subordinated DebtS + 9.00%14.46 %2/28/20293,640 3,540 3,573 0.48 %
KSLB Holdings LLC(13)First Lien Term LoanS + 4.50%10.03 %7/30/20252,858 2,844 2,712 0.36 %
Palmetto Acquisitionco, Inc.(6) (12) (13)First Lien Term LoanS + 5.75%11.10 %9/18/202913,314 13,091 13,085 1.74 %
Palmetto Acquisitionco, Inc. (Delayed Draw)(11) (12)First Lien Term LoanS + 5.75%11.10 %9/18/20294,842 1,169 1,103 0.15 %
Rise Baking(6) (9) (13)First Lien Term LoanS + 6.25%11.71 %8/13/202714,700 14,554 14,852 1.99 %
Rise Baking (Delayed Draw)(9) (12)First Lien Term LoanS + 5.50%10.96 %8/13/20274,454 4,432 4,400 0.59 %
See Notes to Consolidated Financial Statements
8192
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 20202023
(dollarsdollar amounts in thousands)


Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Good2Grow LLC(6)First Lien Term LoanL + 4.25%5.25 %11/16/20243,002 3,005 3,021 1.9 %
Resource Label Group LLC(6)First Lien Term LoanL + 4.50%5.50 %5/26/20232,915 2,873 2,898 1.8 %
Resource Label Group LLC (Incremental)(6)First Lien Term LoanL + 5.00%7.25 %5/26/20231,043 1,037 1,037 0.7 %
Resource Label Group LLC (Delayed Draw)(6) (11)First Lien Term LoanL + 5.00%7.25 %5/26/20231,043 (5)(5)— %
Specialized Packaging Group(6) (7) (10) (13)First Lien Term LoanL + 5.50%6.50 %12/17/20257,500 7,425 7,426 4.7 %
Total Containers, Packaging & Glass32,491 32,517 20.6 %
Healthcare & Pharmaceuticals
Anne ArundelSubordinated DebtN/A10.00% (Cash) 1.00% (PIK)4/16/20261,838 1,802 1,804 1.1 %
Anne Arundel (Delayed Draw)Subordinated DebtN/A10.00% (Cash) 1.00% (PIK)4/16/2026967 317 318 0.2 %
Total Healthcare & Pharmaceuticals2,119 2,122 1.3 %
High Tech Industries
Brillio LLC(6)First Lien Term LoanL + 4.75%5.75 %2/6/20252,955 2,956 2,977 1.9 %
Brillio LLC (Delayed Draw)(6)First Lien Term LoanL + 4.75%5.75 %2/6/20251,000 500 507 0.3 %
Diligent Corporation(6) (9)First Lien Term LoanL + 6.25%7.25 %8/4/202512,857 12,809 12,903 8.2 %
Diligent Corporation (Delayed Draw)(9) (11)First Lien Term LoanL + 6.25%7.25 %7/31/2025503 (12)2 — %
E2Open LLC(6) (9)First Lien Term LoanL + 5.75%6.75 %11/26/20243,950 3,910 3,950 2.5 %
Eliassen Group LLC(6)First Lien Term LoanL + 4.25%4.40 %11/5/20243,608 3,596 3,497 2.2 %
Exterro(6) (9) (13)First Lien Term LoanL + 5.50%6.50 %5/31/202410,000 9,903 9,902 6.3 %
MBS Holdings Inc(6)First Lien Term LoanL + 4.25%5.25 %7/2/20236,310 6,311 6,317 4.0 %
Northern Star Industries Inc(6)First Lien Term LoanL + 4.75%5.75 %3/28/20252,289 2,275 2,221 1.4 %
North Haven CS Acquisition Inc(6)First Lien Term LoanL + 5.25%6.25 %1/23/20256,878 6,875 6,776 4.3 %
SmartWave(6) (13)First Lien Term LoanL + 6.00%7.00 %11/2/20269,499 9,382 9,386 6.0 %
Total High Tech Industries58,505 58,438 37.1 %
Hotel, Gaming & Leisure
Eagletree-Carbide Acquisition Corp(6)First Lien Term LoanL + 3.75%4.75 %8/28/20242,676 2,631 2,670 1.7 %
Total Hotel, Gaming & Leisure2,631 2,670 1.7 %
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Summit Hill Foods(6)First Lien Term LoanS + 6.00%11.39 %11/29/20299,835 9,689 9,690 1.30 %
Sunny Sky Products (Delayed Draw)(11) (12)First Lien Term LoanS + 5.25%10.60 %12/23/20281,773 — (17)— %
Sunny Sky Products(12) (13)First Lien Term LoanS + 5.25%10.60 %12/23/20287,093 7,025 7,026 0.94 %
Watermill Express, LLC(6) (9)First Lien Term LoanS + 5.00%10.50 %4/20/20273,256 3,236 3,241 0.43 %
Watermill Express, LLC (Delayed Draw)(9) (12)First Lien Term LoanS + 5.00%10.50 %4/20/2027314 315 313 0.04 %
Total Beverage, Food & Tobacco124,399 123,423 16.50 %
Capital Equipment
Crete Mechanical Group(6)First Lien Term LoanS + 5.00%10.37 %5/19/20284,823 4,785 4,708 0.63 %
Crete Mechanical Group (Delayed Draw)(6)First Lien Term LoanS + 5.00%10.37 %5/19/20282,846 2,807 2,778 0.37 %
Crete Mechanical Group (Delayed Draw)(11) (12)First Lien Term LoanS + 5.00%10.37 %5/19/20287,153 5,710 5,539 0.74 %
EFC Holdings, LLC(12)Subordinated DebtN/A11.00% (Cash) 2.50% (PIK)5/1/20283,167 3,083 31370.42 %
Heartland Home Services(6) (9) (13)First Lien Term LoanS + 6.00%11.36 %12/15/20266,467 6,428 6,382 0.85 %
Heartland Home Services (Delayed Draw)(6) (9) (13)First Lien Term LoanS + 6.00%11.36 %12/15/20265,608 5,589 5,533 0.74 %
Heartland Home Services (Delayed Draw)(6) (9) (13)First Lien Term LoanS + 6.00%11.36 %12/15/20262,571 2,571 2,537 0.34 %
Ovation Holdings, Inc.(6) (13)First Lien Term LoanS + 6.25%11.78 %2/3/20298,035 7,876 7,949 1.06 %
Ovation Holdings, Inc. (Delayed Draw)(11) (12)First Lien Term LoanS + 6.25%11.78 %2/3/20291,899 1,535 1,536 0.21 %
Precision Surfacing(12)First Lien Term LoanN/A15.00 %6/30/2024713 713 713 0.09 %
PT Intermediate Holdings III, LLC(6) (9) (13)First Lien Term LoanS + 5.98%11.52 %11/1/20288,735 8,711 8,664 1.16 %
PT Intermediate Holdings III, LLC (Incremental)(6) (9) (13)First Lien Term LoanS + 5.98%11.47 %11/1/20281,068 1,059 1,059 0.14 %
Repipe Specialists(12)Subordinated DebtN/A10.00% (Cash) 1.00% (PIK)3/18/20292,433 2,393 2,207 0.30 %
Repipe Specialists (Delayed Draw)(11) (12)Subordinated DebtN/A10.00% (Cash) 1.00% (PIK)3/18/2029901 210 126 0.01 %
RTH Buyer LLC (dba Rhino Tool House)(12) (13)First Lien Term LoanS + 6.25%11.97 %4/4/20298,052 7,902 7,986 1.07 %
RTH Buyer LLC (dba Rhino Tool House) (Delayed Draw)(11) (12)First Lien Term LoanS + 6.25%11.97 %4/4/20291,885 956 949 0.13 %
Total Capital Equipment62,328 61,803 8.26 %
See Notes to Consolidated Financial Statements
8293
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 20202023
(dollarsdollar amounts in thousands)


Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Media: Advertising, Printing & Publishing
Tinuiti(6) (9) (13)First Lien Term LoanL + 5.75%6.75 %12/10/20263,039 3,002 3,002 1.9 %
Tinuiti (Delayed Draw)(6) (9) (11) (13)First Lien Term LoanL + 5.75%6.75 %12/10/20261,961 (2)(24)— %
Total Media: Advertising, Printing & Publishing3,000 2,978 1.9 %
Media: Diversified & Production
Spectrio II(6) (9) (13)First Lien Term LoanL + 6.00%7.00 %12/9/20267,059 6,988 6,990 4.4 %
Spectrio II (Delayed Draw)(6) (9) (11) (13)First Lien Term LoanL + 6.00%7.00 %12/9/20262,941 (29)(29)— %
Total Media: Diversified & Production6,959 6,961 4.4 %
Retail
Pet Holdings ULC(6) (7) (10)First Lien Term LoanL + 5.50%6.50 %7/5/20222,620 2,616 2,595 1.7 %
Pet Holdings ULC (Delayed Draw)(6) (7) (10)First Lien Term LoanL + 5.50%6.50 %7/5/2022295 295 293 0.2 %
Pet Supplies Plus LLC(6)First Lien Term LoanL + 4.25%5.25 %12/12/20245,890 5,885 5,905 3.7 %
Total Retail8,796 8,793 5.6 %
Services: Business
Bullhorn Inc(6) (9) (13)First Lien Term LoanL + 5.75%6.75 %9/30/202612,218 12,040 12,224 7.8 %
Cornerstone Advisors of Arizona LLC(6) (13)First Lien Term LoanL + 5.50%6.50 %9/24/20262,366 2,343 2,371 1.5 %
Cornerstone Advisors of Arizona LLC (Delayed Draw)(6) (11) (13)First Lien Term LoanL + 5.50%6.50 %9/24/2026216 (1)— — %
Gabriel Partners LLC(6) (9) (13)First Lien Term LoanL + 6.25%7.25 %9/21/20269,528 9,430 9,549 6.0 %
Gabriel Partners LLC (Delayed Draw)(6) (9) (13)First Lien Term LoanL + 6.25%7.25 %9/21/20261,587 158 162 0.1 %
Hasa IncSubordinated DebtN/A10.75% (Cash) 1.75% (PIK)1/16/20261,951 1,914 1,956 1.2 %
Lion Merger Sub Inc(6) (9)First Lien Term LoanL + 6.50%7.50 %12/17/202514,981 14,758 14,967 9.5 %
LSCS Holdings Inc(6)First Lien Term LoanL + 4.25%4.50 %3/16/20251,806 1,789 1,776 1.1 %
LSCS Holdings Inc (Delayed Draw)(6)First Lien Term LoanL + 4.25%4.51 %3/16/2025424 420 417 0.3 %
Output Services Group Inc(6)First Lien Term LoanL + 4.50%5.50 %3/27/20243,909 3,862 3,726 2.4 %
Worldwide Clinical Trials Holdings Inc(6)First Lien Term LoanL + 4.50%5.50 %12/5/20243,939 3,913 3,948 2.5 %
Total Services: Business50,626 51,096 32.4 %
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Chemicals, Plastics, & Rubber
Ascensus(12) (15)Subordinated DebtS + 6.50%12.18 %8/2/20299,000 8,935 8,691 1.16 %
Ascensus Specialties(6) (9) (13)First Lien Term LoanS + 4.25%9.71 %6/30/20289,731 9,589 8,776 1.17 %
Boulder Scientific Company LLC(6)First Lien Term LoanS + 4.50%10.04 %12/28/20252,064 2,073 1,996 0.27 %
Chroma Color Corporation (dba Chroma Color)(6) (13)First Lien Term LoanS + 6.00%11.41 %4/21/20296,314 6,197 6,199 0.83 %
Chroma Color Corporation (dba Chroma Color) (Delayed Draw)(11) (12)First Lien Term LoanS + 6.00%11.41 %4/21/20291,379 (12)(25)— %
Spartech(6) (9) (12) (13)First Lien Term LoanS + 4.75%10.16 %5/6/202814,768 14,699 11,898 1.59 %
Total Chemicals, Plastics, & Rubber41,481 37,535 5.02 %
Construction & Building
Allstar Holdings(12)Subordinated DebtN/A10.00% (Cash) 3.00% (PIK)4/26/20302,114 2,053 2,054 0.27 %
Allstar Holdings (Delayed Draw)(11) (12)Subordinated DebtN/A10.00% (Cash) 3.00% (PIK)4/26/20304,043 2,803 2,745 0.37 %
Allstar Holdings (Delayed Draw)(11) (12)Subordinated DebtN/A10.00% (Cash) 3.00% (PIK)4/26/20306,188 (88)(175)(0.02 %)
Erie Construction(6) (13)First Lien Term LoanS + 4.75%10.21 %7/30/202710,153 10,083 10,153 1.36 %
Gannett Fleming(6) (13)First Lien Term LoanS + 6.60%11.95 %12/20/20289,900 9,730 9,913 1.32 %
MEI Rigging & Crating(6) (12) (13)First Lien Term LoanS + 6.50%11.86 %6/30/202911,431 11,212 11,329 1.51 %
MEI Rigging & Crating (Delayed Draw)(11) (12)First Lien Term LoanS + 6.50%11.86 %6/30/20291,814 (8)(16)— %
Royal Holdco Corporation (Delayed Draw A)(11) (12)First Lien Term LoanS + 5.75%11.21 %12/30/20274,690 4,303 4,246 0.57 %
Royal Holdco Corporation (Delayed Draw B)(11) (12)First Lien Term LoanS + 5.75%11.21 %12/30/20273,134 (7)(45)(0.01 %)
Royal Holdco Corporation (Incremental)(10) (12) (13)First Lien Term LoanS + 5.75%11.21 %12/30/20273,118 3,074 3,073 0.41 %
Sciens Building Solutions, LLC(6) (9) (13)First Lien Term LoanS + 5.75%11.23 %12/15/20279,315 9,183 9,128 1.22 %
Sciens Building Solutions, LLC (Delayed Draw)(6) (9) (11) (12) (13)First Lien Term LoanS + 5.75%11.23 %12/15/20274,915 3,259 3,193 0.43 %
WSB Engineering Holdings Inc.(12) (13)First Lien Term LoanS + 6.00%11.39 %8/31/20296,519 6,426 6,424 0.86 %
WSB Engineering Holdings Inc. (Delayed Draw)(11) (12)First Lien Term LoanS + 6.00%11.39 %8/31/20294,357 (31)(64)(0.01 %)
Total Construction & Building61,992 61,958 8.28 %
Consumer Goods: Durable
Halo Buyer Inc(6) (15)First Lien Term LoanS + 4.50%9.96 %6/28/20255,668 5,641 4,284 0.57 %
Petmate(6) (9) (12)First Lien Term LoanS + 5.50%11.23 %9/15/20289,825 9,753 5,846 0.78 %
Xpressmyself.com LLC (a/k/a SmartSign)(6) (13)First Lien Term LoanS + 5.50%10.98 %9/7/20289,875 9,796 9,701 1.30 %
See Notes to Consolidated Financial Statements
8394
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 20202023
(dollarsdollar amounts in thousands)


Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Services: Consumer
NJEye LLC(6)First Lien Term LoanL + 5.25%6.25 %9/17/20245,566 5,526 5,107 3.3 %
NJEye LLC (Delayed Draw)(6)First Lien Term LoanL + 5.25%6.50 %9/16/20243,006 709 481 0.3 %
North Haven Spartan US Holdco LLC(6)First Lien Term LoanL + 5.00%6.00 %6/6/20252,581 2,575 2,191 1.4 %
North Haven Spartan US Holdco LLC (Delayed Draw)(6)First Lien Term LoanL + 5.00%6.00 %6/6/2025224 223 190 0.1 %
One World Fitness PFF LLC(6)First Lien Term LoanL + 5.25%6.25 %11/26/20253,947 3,945 3,010 1.9 %
Total Services: Consumer12,978 10,979 7.0 %
Telecommunications
Ensono LP(6)First Lien Term LoanL + 5.25%5.40 %6/27/20252,437 2,427 2,360 1.5 %
Mobile Communications America Inc (Incremental)(6)First Lien Term LoanL + 5.00%6.00 %3/4/2025697 694 694 0.4 %
Mobile Communications America Inc(6)First Lien Term LoanL + 4.25%5.25 %3/4/20253,936 3,947 3,911 2.5 %
Sapphire Telecom Inc(6) (9)First Lien Term LoanL + 5.25%6.25% (Cash) 1.00% (PIK)11/20/20256,775 6,716 5,513 3.5 %
Total Telecommunications13,784 12,478 7.9 %
Transportation: Cargo
A&R Logistics Holdings Inc(6)First Lien Term LoanL + 6.50%7.50 %8/17/20254,503 4,460 4,494 2.9 %
ENC Holding Corporation(6)First Lien Term LoanL + 4.00%4.22 %5/30/20254,153 4,168 4,006 2.5 %
Globaltranz Enterprises LLC(6)First Lien Term LoanL + 5.00%5.15 %5/15/20262,256 2,196 2,120 1.3 %
SEKO Global LogisticsSubordinated DebtL + 9.00%10.00 %6/30/20275,805 5,689 5,689 3.6 %
SEKO Global Logistics (Delayed Draw)(11)Subordinated DebtL + 9.00%10.00 %6/30/2027907 — (18)— %
TI Acquisition NC LLC(6)First Lien Term LoanL + 4.25%5.25 %3/19/20272,867 2,757 2,878 1.8 %
Total Transportation: Cargo19,270 19,169 12.1 %
Utilities: Electric
Warrior Acquisition Inc(6)First Lien Term LoanL + 5.25%6.25 %9/16/20261,986 1,955 1,985 1.3 %
Warrior Acquisition Inc (Delayed Draw)(6) (11)First Lien Term LoanL + 5.25%6.25 %9/16/2026622 — — — %
Total Utilities: Electric1,955 1,985 1.3 %
Total Debt Investments336,655 333,176 211.4 %
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Xpressmyself.com LLC (a/k/a SmartSign)(6)First Lien Term LoanS +5.75%11.22 %9/7/20285,025 4,932 4,983 0.67 %
Total Consumer Goods: Durable30,122 24,814 3.32 %
Consumer Goods: Non-durable
Arcadia Consumer Health(6) (9) (13)First Lien Term LoanS + 4.50%9.98 %9/10/202712,604 12,522 12,192 1.63 %
Arcadia Consumer Health (Incremental)(9) (12) (13)First Lien Term LoanS + 5.75%11.23 %9/10/20272,256 2,216 2,251 0.30 %
Badger Sportswear Acquisition Inc(6)First Lien Term LoanS + 4.50%10.03 %1/7/20243,800 3,800 3,800 0.51 %
FoodScience(6) (12)First Lien Term LoanS + 6.00%11.73 %3/1/20277,744 7,696 7,081 0.95 %
FoodScience(6) (12)First Lien Term LoanS + 6.00%12.23 %3/1/20276,880 6,831 6,291 0.84 %
Protective Industrial Products (“PIP”)(6) (9) (12) (13)First Lien Term LoanS + 5.00%10.47 %12/29/20274,860 4,684 4,909 0.66 %
Elevation Labs(6) (13)First Lien Term LoanS + 5.75%11.23 %6/30/20286,789 6,733 6,335 0.85 %
Elevation Labs (Delayed Draw)(11) (12)First Lien Term LoanS + 5.75%11.23 %6/30/20283,125 (24)(209)(0.03 %)
Market Performance Group(6) (13)First Lien Term LoanS + 5.50%11.03 %12/29/20262,505 2,489 2,505 0.33 %
Market Performance Group(6) (13)First Lien Term LoanS + 5.50%11.03 %12/29/20267,275 7,256 7,275 0.97 %
Ultima Health Holdings, LLC(12)Subordinated DebtN/A 11.00% (Cash) 1.50% (PIK)3/12/20291,734 1,706 1,704 0.23 %
Total Consumer Goods: Non-durable 55,909 54,134 7.24 %
Containers, Packaging & Glass
B2B Packaging(6) (13)First Lien Term LoanS + 6.75%12.28 %10/7/202614,696 14,663 14,398 1.93 %
B2B Packaging (Delayed Draw)(6)First Lien Term LoanS + 6.75%12.29 %10/7/2026116 114 114 0.02 %
Five Star Packing(6) (13) (15)First Lien Term LoanS + 4.25%9.63 %5/6/20297,576 7,482 7,482 1.00 %
Good2Grow(12) (13)First Lien Term LoanS + 5.50%11.04 %12/1/20276,362 6,270 6,362 0.85 %
Good2Grow(6) (13)First Lien Term LoanS + 4.50%10.04 %12/1/20279,265 9,201 9,137 1.22 %
Oliver Packaging(12)Subordinated DebtN/A10.00% (Cash) 1.00% (PIK)1/6/20292,510 2,471 2,377 0.32 %
Online Labels Group(13)First Lien Term LoanS + 5.25%10.61 %12/19/20293,328 3,295 3,296 0.44 %
Online Labels Group (Delayed Draw)(11) (12)First Lien Term LoanS + 5.25%10.61 %12/19/2029403 — (4)— %
Online Labels Group (Delayed Draw)(11) (12)First Lien Term LoanS + 5.25%10.61 %12/19/2029403 — (4)— %
Specialized Packaging Group(6) (7) (10) (13)First Lien Term LoanS +5.50%11.23%12/17/20252,983 2,968 2,921 0.39 %
Specialized Packaging Group(6) (7) (10) (13)First Lien Term LoanS + 5.50%11.23 %12/17/20257,275 7,236 7,123 0.95 %
Specialized Packaging Group (Incremental)(7) (10) (13)First Lien Term LoanS + 6.25%11.98 %12/17/20254,409 4,354 4,375 0.58 %
Specialized Packaging Group (Incremental)(7) (10) (12) (13)First Lien Term LoanS + 6.25%11.78 %12/17/20256,894 6,798 6,751 0.90 %
See Notes to Consolidated Financial Statements
8495
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 20202023
(dollarsdollar amounts in thousands)


Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Equity Investments - 1.3%
Containers, Packaging & Glass
Specialized Packaging Group (7) (8) (10) (14)Limited Partnership InterestN/A— %N/A122 122 122 0.1 %
Total Containers, Packaging & Glass122 122 0.1 %
Healthcare & Pharmaceuticals
Anne Arundel(8) (14)Limited Partnership InterestN/A— %N/A645 645 645 0.4 %
Total Healthcare & Pharmaceuticals645 645 0.4 %
Services: Business
Hasa Inc (8) (14)Limited Partnership InterestN/A— %N/A645 645 645 0.4 %
Total Services: Business645 645 0.4 %
Transportation: Cargo
SEKO Global Logistics(8) (14)Limited Partnership InterestN/A— %N/A671 671 671 0.4 %
Total Transportation: Cargo671 671 0.4 %
Total Equity Investments2,083 2,083 1.3 %
Cash equivalents(12)12,531 12,531 7.9 %
Total Investments$351,269 $347,790 220.6 %
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Total Containers, Packaging & Glass64,852 64,328 8.60 %
Energy: Electricity
MGM Transformer Company (Delayed Draw)(11) (12)First Lien Term LoanS + 6.00%11.38 %10/31/20296,388 (16)(92)(0.01 %)
MGM Transformer Company(6) (12) (13)First Lien Term LoanS + 6.00%11.38 %10/31/202923,612 23,259 23,271 3.11 %
National Power(12) (13)First Lien Term LoanS + 6.00%11.36 %10/20/20295,674 5,589 5,593 0.75 %
National Power (Delayed Draw)(11) (12)First Lien Term LoanS + 6.00%11.36 %10/20/20293,051 (7)(44)(0.01 %)
Total Energy: Electricity28,825 28,728 3.84 %
Environmental Industries
Impact Environmental Group(12) (13)First Lien Term LoanS + 6.00%11.28 %3/23/20296,776 6,650 6,721 0.90 %
Impact Environmental Group (Delayed Draw)(11) (12)First Lien Term LoanS + 6.00%11.28 %3/23/20293,166 2,770 2,759 0.37 %
Impact Environmental Group (Incremental)(12)First Lien Term LoanS + 6.00%11.28 %3/23/20291,736 1,703 1,722 0.23 %
Impact Environmental Group (Delayed Draw) (Incremental)(11) (12)First Lien Term LoanS + 6.00%11.28 %3/23/20296,822 (32)(55)(0.01 %)
Nutrition 101 Buyer LLC (a/k/a 101, Inc.)(6) (13)First Lien Term LoanS + 5.25%10.73 %8/31/20286,648 6,596 6,518 0.87 %
Orion Group FM Holdings, LLC (dba Leo Facilities Maintenance)(6) (12) (13)First Lien Term LoanS + 6.25%11.65 %7/1/20298,550 8,426 8,429 1.13 %
Orion Group FM Holdings, LLC (dba Leo Facilities Maintenance) (Delayed Draw)(11) (12)First Lien Term LoanS + 6.25%11.65 %7/1/20296,429 (15)(91)(0.01 %)
The Facilities Group(6) (9)First Lien Term LoanS + 5.75%11.23 %11/30/20274,872 4,840 4,847 0.64 %
The Facilities Group (Delayed Draw)(9) (11) (12)First Lien Term LoanS +5.75%11.22 %11/30/20275,028 — (25)— %
The Facilities Group(9) (13)First Lien Term LoanS + 5.75%11.22 %11/30/20279,051 8,963 9,006 1.20 %
The Facilities Group (Delayed Draw)(6) (9) (12)First Lien Term LoanS + 5.75%11.22 %11/30/20274,952 4,952 4,927 0.66 %
Total Environmental Industries44,853 44,758 5.98 %
Healthcare & Pharmaceuticals
Affinity Hospice(6) (12)First Lien Term LoanS + 4.75%10.20 %12/17/20277,872 7,817 7,048 0.94 %
Anne Arundel(12)Subordinated DebtN/A12.75% (PIK)10/16/20263,282 3,247 2,656 0.36 %
Anne Arundel(12)Subordinated DebtN/A11.00% (PIK)4/16/20261,972 1,957 1,776 0.24 %
Anne Arundel (Delayed Draw)(11) (12)Subordinated DebtN/A11.00% (PIK)4/16/20262,396 2,022 1,790 0.24 %
Forefront Dermatology(6) (9) (12) (15)First Lien Term LoanS + 4.25%9.63 %4/1/20293,315 3,268 3,215 0.43 %
Genesee Scientific(6) (9)First Lien Term LoanS + 5.50%10.95 %9/30/20275,959 5,922 5,839 0.78 %
See Notes to Consolidated Financial Statements
96
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(dollar amounts in thousands)

Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Genesee Scientific (Delayed Draw)(9) (12)First Lien Term LoanS + 5.50%10.95 %9/30/20271,560 1,560 1,528 0.20 %
GHR Healthcare(6) (9)First Lien Term LoanS + 5.00%10.50 %12/8/20276,401 6,359 6,255 0.84 %
GHR Healthcare (Delayed Draw)(6) (9) (13)First Lien Term LoanS + 5.00%10.50 %12/9/20272,002 2,002 1,957 0.26 %
GHR Healthcare (Incremental)(13)First Lien Term LoanS + 5.00%10.50 %12/9/20274,983 4,904 4,869 0.65 %
Health Management Associates(12) (13)First Lien Term LoanS + 6.50%11.73 %3/31/20298,307 8,154 8,233 1.10 %
Health Management Associates (Delayed Draw)(11) (12)First Lien Term LoanS + 6.50%11.73 %3/31/20291,499 444 460 0.06 %
Heartland Veterinary Partners LLC (Incremental)(12)Subordinated DebtS + 7.50%12.96 %12/10/20271,900 1,872 1,875 0.25 %
Heartland Veterinary Partners LLC (Incremental) (Delayed Draw)(12)Subordinated DebtS + 7.50%12.96 %12/10/20279,500 9,500 9,377 1.25 %
HemaSource Inc.(12)Subordinated DebtN/A8.50% (Cash) 5.00% (PIK)2/28/20305,292 5,153 5,147 0.69 %
InfuCare RX(6) (12) (13)First Lien Term LoanS + 4.50%9.95 %1/4/20289,248 9,182 9,045 1.21 %
MDC Intermediate Holdings II, LLC(12)Subordinated DebtN/A10.00% (Cash) 2.25% (PIK)2/7/20301,749 1,711 1,690 0.23 %
MDC Intermediate Holdings II, LLC (Delayed Draw)(11) (12)Subordinated DebtN/A10.00% (Cash) 2.25% (PIK)2/7/2030721 160 143 0.02 %
Midwest Eye Consultants(6) (13)First Lien Term LoanS + 4.50%10.04 %8/20/20279,021 8,962 8,790 1.18 %
PromptCare(6) (9) (13)First Lien Term LoanS + 6.00%11.46 %9/1/20278,204 8,121 8,079 1.08 %
PromptCare (Delayed Draw)(6) (9) (12) (13)First Lien Term LoanS + 6.00%11.46 %9/1/20271,278 1,271 1,258 0.17 %
Quorum Health Resources, LLC(6) (13)First Lien Term LoanS + 5.75%11.50 %5/28/20277,680 7,627 7,552 1.01 %
Quorum Health Resources, LLC (Delayed Draw) (Incremental)(6) (10) (12)First Lien Term LoanS + 6.25%11.68 %5/28/20273,248 3,240 3,240 0.43 %
Quorum Health Resources, LLC (Incremental)(10) (12) (13)First Lien Term LoanS + 6.25%11.68 %5/28/20273,248 3,201 3,240 0.43 %
Sandlot Buyer, LLC (Prime Time Healthcare)(6) (12) (13)First Lien Term LoanS + 6.00%11.28 %9/19/20288,958 8,729 8,854 1.18 %
Sandlot Buyer, LLC (Prime Time Healthcare) (Incremental)(12) (13)First Lien Term LoanS + 6.00%11.52 %9/19/202810,122 9,924 10,004 1.34 %
SCP Eye Care Holdco, LLC (DBA EyeSouth Partners)(6) (13)First Lien Term LoanS + 5.75%11.21 %10/7/20297,474 7,408 7,382 0.99 %
SCP Eye Care Holdco, LLC (DBA EyeSouth Partners) (Delayed Draw)(11) (12)First Lien Term LoanS + 5.75%11.21 %10/7/20292,443 1,558 1,528 0.21 %
SM Wellness Holdings, Inc(6) (12) (13)First Lien Term LoanS + 4.75%10.14%4/15/202814,665 14,573 14,187 1.90 %
Thorne HealthTech(6) (12) (13)First Lien Term LoanS + 5.75%11.10 %10/16/203010,652 10,549 10,553 1.41 %
TIDI Products(6) (9) (12) (13)First Lien Term LoanS + 5.50%10.86 %12/19/202915,523 15,368 15,369 2.05 %
TIDI Products (Delayed Draw)(9) (11) (12)First Lien Term LoanS + 5.50%10.86 %12/19/20294,085 — (40)(0.01 %)
US Fertility(12)Subordinated DebtN/A13.75% (PIK)6/21/202812,391 12,084 12,066 1.61 %
Wellspring Pharmaceutical(13)First Lien Term LoanS + 5.75%11.03 %8/22/20283,378 3,323 3,298 0.44 %
Wellspring Pharmaceutical (Delayed Draw)(12)First Lien Term LoanS + 5.75%11.03 %8/22/20281,571 1,561 1,534 0.21 %
See Notes to Consolidated Financial Statements
97
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(dollar amounts in thousands)

Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Wellspring Pharmaceutical (Delayed Draw) (Incremental)(11) (12)First Lien Term LoanS + 6.00%11.18 %8/22/20283,756 (16)(55)(0.01 %)
Wellspring Pharmaceutical (Incremental)(12) (13)First Lien Term LoanS + 6.00%11.18 %8/22/20281,246 1,223 1,228 0.16 %
Young Innovations (Delayed Draw)(9) (11) (12)First Lien Term LoanS + 5.75%11.09 %12/1/20293,448 — (34)— %
Young Innovations(6) (9) (13)First Lien Term LoanS + 5.75%11.09 %12/1/202916,552 16,386 16,391 2.19 %
Total Healthcare & Pharmaceuticals210,326 207,327 27.72 %
High Tech Industries
Acclaim MidCo, LLC (dba ClaimLogiQ)(6) (12) (13)First Lien Term LoanS + 6.00%11.35 %6/13/20298,021 7,870 7,951 1.06 %
Acclaim MidCo, LLC (dba ClaimLogiQ) (Delayed Draw)(11) (12)First Lien Term LoanS + 6.00%11.35 %6/13/20293,225 (15)(28)— %
Argano, LLC(6)First Lien Term LoanS + 5.50%11.69 %6/10/20265,634 5,602 5,510 0.74 %
Argano, LLC (Delayed Draw)(6) (13)First Lien Term LoanS + 5.50%11.69 %6/10/20262,494 2,494 2,440 0.33 %
Argano, LLC (Delayed Draw) (Incremental)(6)First Lien Term LoanS + 5.50%11.69 %6/10/20261,705 1,676 1,667 0.22 %
Diligent Corporation(6) (9) (12)First Lien Term LoanS + 6.25%11.78 %7/31/202512,469 12,451 12,366 1.65 %
Diligent Corporation(9) (12) (13)First Lien Term LoanS + 5.75%11.28 %7/31/20253,387 3,372 3,334 0.45 %
Diligent Corporation(9) (12)First Lien Term LoanS + 5.75%11.28 %8/4/20251,476 1,469 1,453 0.19 %
Diligent Corporation (Delayed Draw)(9) (12)First Lien Term LoanS + 6.25%11.78 %7/31/2025168 168 166 0.02 %
Diligent Corporation (Delayed Draw)(9) (12)First Lien Term LoanS + 6.25%11.78 %7/31/2025106 106 105 0.01 %
Eliassen Group LLC(6) (9) (12) (13)First Lien Term LoanS + 5.50%10.85 %4/14/202812,069 11,976 12,083 1.62 %
Eliassen Group LLC (Delayed Draw)(9) (11) (12)First Lien Term LoanS + 5.50%10.85 %4/14/20282,771 864 872 0.11 %
Evergreen Services Group II (Delayed Draw)(9) (11) (12)First Lien Term LoanS + 6.00%11.35 %10/4/203013,014 8,495 8,342 1.11 %
Evergreen Services Group II(6) (9) (12) (13)First Lien Term LoanS + 6.00%11.35 %10/4/203016,156 15,917 15,926 2.13 %
Exterro(6) (9) (12) (13)First Lien Term LoanS + 5.50%11.03 %6/1/20279,474 9,462 9,503 1.27 %
Fineline Merger(12)Subordinated DebtS + 9.26%14.61 %8/22/20282,453 2,427 2,453 0.33 %
Go Engineer(6) (9) (13)First Lien Term LoanS + 5.38%10.87 %12/21/202711,572 11,490 11,409 1.53 %
Go Engineer (Delayed Draw)(9) (12)First Lien Term LoanS + 5.38%10.87 %12/21/20273,152 3,130 3,107 0.42 %
Infinite Electronics (Incremental)(6) (9) (13)First Lien Term LoanS + 6.25%11.88 %3/2/20286,313 6,152 6,100 0.82 %
Infobase Acquisition, Inc.(6) (13)First Lien Term LoanS + 5.50%10.93 %6/14/20284,331 4,297 4,297 0.57 %
Infobase Acquisition, Inc. (Delayed Draw)(11) (12)First Lien Term LoanS + 5.50%10.93 %6/14/2028721 — (6)— %
ITSavvy LLC(6) (13)First Lien Term LoanS + 5.25%10.89 %8/8/20287,794 7,730 7,794 1.04 %
ITSavvy LLC (Delayed Draw)(11) (12)First Lien Term LoanS + 5.25%10.89 %8/8/20281,049 883 891 0.12 %
See Notes to Consolidated Financial Statements
98
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(dollar amounts in thousands)

Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
North Haven CS Acquisition Inc(6)First Lien Term LoanS + 5.25%10.78 %1/23/20255,787 5,787 5,787 0.77 %
Prosci, Inc.(6)First Lien Term LoanS + 4.50%9.99 %10/21/20264,733 4,704 4,708 0.63 %
Revalize (Delayed Draw)(6) (9) (13)First Lien Term LoanS + 5.75%11.21 %4/15/20274,243 4,232 4,064 0.54 %
Revalize (Delayed Draw)(6) (9) (12)First Lien Term LoanS + 5.75%11.21 %4/15/20271,090 1,083 1,044 0.14 %
Revalize (Delayed Draw)(9) (12)First Lien Term LoanS + 5.75%11.25 %4/15/2027244 243 234 0.03 %
SmartWave(6) (12)First Lien Term LoanS + 6.00%11.53 %11/5/20269,214 9,145 7,744 1.04 %
Solve Industrial Motion Group(12)Subordinated DebtN/A5.00% (Cash) 8.00% (PIK)6/30/20281,786 1,760 1,700 0.23 %
Solve Industrial Motion Group(12)Subordinated DebtN/A5.00% (Cash) 8.00% (PIK)6/28/2028763 749 739 0.10 %
Solve Industrial Motion Group (Delayed Draw)(12)Subordinated DebtN/A5.00% (Cash) 8.00% (PIK)6/30/20282,046 2,046 1,947 0.26 %
Total High Tech Industries147,765 145,702 19.48 %
Media: Advertising, Printing & Publishing
Tinuiti(6) (9)First Lien Term LoanS + 5.25%10.70 %12/10/20262,948 2,928 2,823 0.38 %
Tinuiti (Delayed Draw)(6) (9)First Lien Term LoanS + 5.25%10.70 %12/10/20261,926 1,926 1,845 0.25 %
Tinuiti (Delayed Draw) (Incremental)(6) (12)First Lien Term LoanS + 5.25%10.70 %12/10/20269,863 9,863 9,445 1.26 %
Wpromote(13)First Lien Term LoanS + 5.75%11.19 %10/21/20284,379 4,304 4,344 0.58 %
Wpromote (Delayed Draw)(11) (12)First Lien Term LoanS + 5.75%11.19 %10/21/2028588 (4)(5)— %
Total Media: Advertising, Printing & Publishing19,017 18,452 2.47 %
Media: Diversified & Production
Corporate Visions(6)First Lien Term LoanS + 4.50%9.96 %8/12/20272,887 2,867 2,752 0.37 %
Corporate Visions(6)First Lien Term LoanS + 4.50%9.96 %8/12/20272,538 2,509 2,419 0.32 %
Spectrio II(6) (9) (12) (13)First Lien Term LoanS + 6.00%6.50% (Cash) 5.00% (PIK)12/9/20268,143 8,100 7,556 1.01 %
Spectrio II (Delayed Draw)(6) (9) (12)First Lien Term LoanS + 6.00%6.50% (Cash) 5.00% (PIK)12/9/20262,893 2,875 2,684 0.36 %
Spectrio II (Delayed Draw)(9) (13)First Lien Term LoanS + 6.00%6.50% (Cash) 5.00% (PIK)12/9/2026441 440 407 0.06 %
Total Media: Diversified & Production16,791 15,818 2.12 %
See Notes to Consolidated Financial Statements
99
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(dollar amounts in thousands)

Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Retail
Syndigo(6)First Lien Term LoanS + 4.50%9.97 %12/14/20275,835 5,850 5,747 0.77 %
Total Retail5,850 5,747 0.77 %
Services: Business
ALKU Intermediate Holdings, LLC(12) (13)First Lien Term LoanS + 6.25%11.61 %5/23/20294,519 4,434 4,480 0.60 %
Apex Companies Holdings, LLC(12)Subordinated DebtN/A 10.00% (Cash) 2.50% (PIK)1/31/20293,964 3,879 3,953 0.53 %
Apex Companies Holdings, LLC (Delayed Draw)(11) (12)Subordinated DebtN/A10.00% (Cash) 2.50% (PIK)1/31/20291,197 69 79 0.01 %
ARMstrong (Delayed Draw)(11) (12)First Lien Term LoanS + 6.25%11.70 %10/6/20293,847 (28)(55)(0.01 %)
ARMstrong(6) (12) (13)First Lien Term LoanS + 6.25%11.70 %10/6/202911,447 11,279 11,284 1.51 %
Big Truck Rental(12)Subordinated DebtS + 8.00%13.47 %9/30/202710,000 9,858 10,000 1.34 %
Big Truck Rental(12)Subordinated DebtS + 8.00%13.47 %9/30/20272,500 2,500 2,500 0.33 %
Bounteous(6) (12) (13)First Lien Term LoanS + 5.25%10.74 %8/2/20275,347 5,310 5,083 0.68 %
Bounteous(6) (12)First Lien Term LoanS + 5.25%10.74 %8/2/20272,189 2,173 2,080 0.28 %
Bounteous (Delayed Draw)(6) (12)First Lien Term LoanS + 5.25%10.74 %8/2/20272,768 2,750 2,631 0.35 %
Bounteous (Delayed Draw)(11) (12)First Lien Term LoanS + 5.25%10.74 %8/2/20274,467 — (221)(0.03 %)
BroadcastMed Holdco, LLC(12)Subordinated DebtN/A10.00% (Cash) 3.75% (PIK)11/12/20273,483 3,424 3,369 0.45 %
Bullhorn Inc(6) (9) (12) (13)First Lien Term LoanS + 5.75%10.96 %9/30/202613,706 13,609 13,706 1.83 %
BusinesSolver(6) (9) (12)First Lien Term LoanS + 5.50%10.96 %12/1/20277,741 7,686 7,738 1.03 %
BusinesSolver (Delayed Draw)(9) (11) (12)First Lien Term LoanS + 5.50%10.96 %12/1/20271,149 176 179 0.02 %
Career Now(12)Subordinated DebtN/A 13.00% (PIK)3/27/20273,277 3,237 2,425 0.32 %
Cornerstone Advisors of Arizona LLC(6)First Lien Term LoanS + 5.50%11.07 %9/24/2026308 306 308 0.04 %
Cornerstone Advisors of Arizona LLC(6)First Lien Term LoanS + 5.50%11.07 %9/24/20262,295 2,283 2,295 0.31 %
Cornerstone Advisors of Arizona LLC (Delayed Draw)(6)First Lien Term LoanS + 5.50%11.07 %9/24/2026210 210 210 0.03 %
CrossCountry Consulting(6) (9) (13)First Lien Term LoanS + 5.75%11.21 %6/1/20298,174 8,037 8,217 1.10 %
CrossCountry Consulting (Delayed Draw)(9) (11) (12)First Lien Term LoanS + 5.75%11.21 %6/1/20293,320 (26)17 — %
D&H United Fueling Solutions(6) (13)First Lien Term LoanS + 5.50%11.03 %9/16/20287,491 7,368 7,290 0.97 %
D&H United Fueling Solutions (Delayed Draw)(6)First Lien Term LoanS + 5.50%11.03 %9/16/20282,384 2,365 2,320 0.31 %
D&H United Fueling Solutions (Delayed Draw) (Incremental)(11) (12)First Lien Term LoanS + 6.00%11.50 %9/16/20281,567 (7)(13)— %
D&H United Fueling Solutions (Incremental)(6) (13)First Lien Term LoanS + 6.00%11.50 %9/16/20283,465 3,401 3,436 0.46 %
E78(6)First Lien Term LoanS + 5.75%11.21 %12/1/20275,600 5,560 5,489 0.74 %
See Notes to Consolidated Financial Statements
100
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(dollar amounts in thousands)

Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
E78(13)First Lien Term LoanS + 5.75%11.21 %12/1/20271,438 1,426 1,409 0.19 %
E78 (Delayed Draw)(6) (13)First Lien Term LoanS + 5.75%11.21 %12/1/20274,210 4,180 4,127 0.55 %
E78 (Delayed Draw)(11) (12)First Lien Term LoanS + 5.75%11.21 %12/1/20273,550 979 909 0.12 %
Evergreen Services Group(6) (9) (12) (13)First Lien Term LoanS + 6.25%11.70 %6/15/202911,966 11,766 11,733 1.57 %
Evergreen Services Group (Delayed Draw)(9) (12)First Lien Term LoanS + 6.25%11.70 %6/15/20292,863 2,839 2,807 0.38 %
Gabriel Partners LLC(6) (9) (13)First Lien Term LoanS + 5.75%11.53 %9/21/20269,192 9,144 9,192 1.23 %
Gabriel Partners LLC (Delayed Draw)(6) (9) (13)First Lien Term LoanS + 5.75%11.53 %9/21/20261,531 1,531 1,531 0.20 %
Gabriel Partners LLC (Incremental)(9) (13)First Lien Term LoanS + 5.75%11.53 %9/21/20263,794 3,771 3,794 0.51 %
Keng Acquisition, Inc. (Engage Group Holdings, LLC)(9) (12) (13)First Lien Term LoanS + 6.25%11.60 %8/1/20299,667 9,526 9,528 1.27 %
Keng Acquisition, Inc. (Engage Group Holdings, LLC) (Delayed Draw)(9) (11) (12)First Lien Term LoanS + 6.25%11.60 %8/1/20299,314 1,179 1,067 0.14 %
KRIV Acquisition, Inc(6) (12) (13)First Lien Term LoanS + 6.50%11.85 %7/6/202910,764 10,476 10,453 1.40 %
KRIV Acquisition, Inc (Delayed Draw)(11) (12)First Lien Term LoanS + 6.50%11.85 %7/6/20291,607 (19)(46)(0.01 %)
Lion Merger Sub Inc(9) (13)First Lien Term LoanS + 6.00%11.45 %12/17/20257,342 7,308 7,259 0.97 %
Lion Merger Sub Inc (Incremental)(9) (12) (13)First Lien Term LoanS + 6.00%11.45 %12/17/20257,317 7,252 7,234 0.97 %
LSCS Holdings Inc.(6) (13) (15)First Lien Term LoanS + 4.50%9.86 %12/16/20289,800 9,762 9,675 1.30 %
LYNX FRANCHISING, LLC(6) (9)First Lien Term LoanS + 6.75%12.47 %12/23/20269,800 9,725 9,699 1.30 %
Micronics(12)Subordinated DebtS + 5.25%10.00 %2/17/20272,450 2,401 2,401 0.32 %
Output Services Group, Inc.(10) (12)First Lien Term LoanS + 8.00%13.39 %5/30/2028155 155 155 0.02 %
Output Services Group, Inc.(12)First Lien Term LoanS + 6.25%7.32% (Cash) 4.75% (PIK)5/30/2028837 837 837 0.11 %
Phaidon International(6) (7) (10) (12) (13)First Lien Term LoanS + 5.50%10.96 %8/22/202914,010 13,892 14,010 1.88 %
Plaze(12)Subordinated DebtS + 7.50%12.97 %7/7/202813,500 13,201 12,465 1.67 %
Scaled Agile(6) (9)First Lien Term LoanS + 5.50%10.95 %12/16/20287,936 7,875 7,623 1.02 %
Scaled Agile (Delayed Draw)(9) (12)First Lien Term LoanS + 5.50%10.95 %12/16/2028390 390 375 0.05 %
Smile Brands(12)Subordinated DebtS + 8.50%14.99% (PIK)4/12/20289,947 9,866 8,665 1.16 %
Soliant Health(6)First Lien Term LoanS + 4.00%9.47 %4/1/20282,628 2,615 2,628 0.35 %
Technical Safety Services(6) (13)First Lien Term LoanS + 5.50%11.00 %6/22/20296,772 6,716 6,712 0.90 %
Technical Safety Services (Delayed Draw)(11) (12)First Lien Term LoanS + 5.50%11.00 %6/22/20296,404 3,903 3,918 0.52 %
Technical Safety Services (Incremental)(12)First Lien Term LoanS + 5.50%11.00 %6/22/20291,890 1,863 1,873 0.25 %
TouchTunes Interactive(6) (13) (15)First Lien Term LoanS + 5.00%10.35 %4/2/20299,875 9,793 9,825 1.31 %
Transit Buyer LLC (dba“Propark”)(6) (13)First Lien Term LoanS + 6.25%11.69 %1/31/20296,823 6,705 6,801 0.91 %
Transit Buyer LLC (dba“Propark”) (Delayed Draw)(11) (12)First Lien Term LoanS + 6.25%11.69 %1/31/20293,125 1,275 1,318 0.18 %
See Notes to Consolidated Financial Statements
101
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(dollar amounts in thousands)

Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Trilon Group, LLC(13)First Lien Term LoanS + 6.25%11.78 %5/27/20292,978 2,958 2,939 0.39 %
Trilon Group, LLC(6) (13)First Lien Term LoanS + 6.25%11.75 %5/27/20297,406 7,345 7,311 0.98 %
Trilon Group, LLC(12) (13)First Lien Term LoanS + 6.25%11.78 %5/27/20293,733 3,661 3,685 0.49 %
Trilon Group, LLC (Delayed Draw)(12)First Lien Term LoanS + 6.25%11.78 %5/27/20297,425 7,425 7,330 0.98 %
Trilon Group, LLC (Delayed Draw)(12)First Lien Term LoanS + 6.25%11.78 %5/27/20291,985 1,985 1,959 0.26 %
Trilon Group, LLC (Delayed Draw)(11) (12)First Lien Term LoanS + 6.25%11.78 %5/27/20296,373 1,935 1,884 0.25 %
Vital Records Control(6) (9)First Lien Term LoanS + 5.50%11.14 %6/29/20274,582 4,544 4,515 0.60 %
Vital Records Control(9) (13)First Lien Term LoanS + 5.75%11.12 %6/29/2027151 149 150 0.02 %
Vital Records Control (Delayed Draw)(9) (12)First Lien Term LoanS + 5.75%11.12 %6/29/2027183 181 182 0.03 %
Total Services: Business302,368 298,732 39.94 %
Services: Consumer
ADPD Holdings, LLC (a/k/a NearU)(6) (9) (12) (13)First Lien Term LoanS + 6.00%11.68 %8/16/20288,474 8,474 7,920 1.06 %
ADPD Holdings, LLC (a/k/a NearU) (Delayed Draw)(9) (11) (12)First Lien Term LoanS + 6.00%11.68 %8/16/20281,577 — (103)(0.01 %)
ADPD Holdings, LLC (a/k/a NearU) (Delayed Draw)(9) (11) (12)First Lien Term LoanS + 6.00%11.68 %8/16/20281,714 — (112)(0.01 %)
All My Sons(6)First Lien Term LoanS + 4.75%10.36 %10/25/20285,261 5,222 5,206 0.69 %
COP Exterminators Acquisition, Inc.(12)Subordinated DebtN/A9.00% (Cash) 4.00% (PIK)1/28/2030838 816 816 0.11 %
COP Exterminators Acquisition, Inc. (Delayed Draw)(11) (12)Subordinated DebtN/A9.00% (Cash) 4.00% (PIK)1/28/2030652 (8)(17)— %
Excel Fitness(6) (13)First Lien Term LoanS + 5.25%10.75 %4/29/20299,875 9,778 9,616 1.29 %
Fairway Lawns(12)Subordinated DebtN/A8.00% (Cash) 5.00% (PIK)5/17/20292,730 2,662 2,659 0.35 %
Fairway Lawns (Delayed Draw)(11) (12)Subordinated DebtN/A8.00% (Cash) 5.00% (PIK)5/17/20296,287 5,867 5,704 0.76 %
Legacy Service Partners, LLC (“LSP”)(6) (12) (13)First Lien Term Loan  S + 6.50%12.00 %1/9/202910,161 9,983 10,306 1.38 %
Legacy Service Partners, LLC (“LSP”) (Delayed Draw)(11) (12)First Lien Term LoanS + 6.50%12.00 %1/9/20294,734 3,949 4,037 0.54 %
Liberty Buyer(9) (13)First Lien Term LoanS + 5.50%11.18 %6/15/20283,929 3,898 3,945 0.53 %
Liberty Buyer (Delayed Draw)(9) (11) (12)First Lien Term LoanS + 5.50%11.18 %6/15/2028744 295 298 0.04 %
NJEye LLC(6)First Lien Term LoanS + 4.75%10.39 %3/14/20255,340 5,331 5,283 0.71 %
NJEye LLC (Delayed Draw)(6)First Lien Term LoanS + 4.75%10.39 %3/14/2025700 700 692 0.09 %
NJEye LLC (Delayed Draw)(11) (12)First Lien Term LoanS + 4.75%10.39 %3/14/20251,373 883 870 0.12 %
NJEye LLC (Delayed Draw)(12)First Lien Term LoanS + 4.75%10.44 %3/14/2025890 890 881 0.12 %
North Haven Spartan US Holdco LLC(6)First Lien Term LoanS + 6.25%11.63 %6/6/20252,503 2,501 2,497 0.33 %
North Haven Spartan US Holdco LLC (Delayed Draw)(6)First Lien Term LoanS + 6.25%11.63 %6/6/2025217 217 217 0.03 %
See Notes to Consolidated Financial Statements
102
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(dollar amounts in thousands)

Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
One World Fitness PFF LLC(6)First Lien Term LoanS + 5.25%10.70% (Cash) 1.00% (PIK)11/26/20253,872 3,873 3,637 0.48 %
Perennial Services, Group, LLC(6) (13)First Lien Term LoanS + 6.00%11.49 %9/8/20296,733 6,637 6,634 0.89 %
Perennial Services, Group, LLC (Delayed Draw)(12)First Lien Term LoanS + 6.00%11.49 %9/8/20296,025 6,011 5,937 0.79 %
Total Services: Consumer77,979 76,923 10.29 %
Sovereign & Public Finance
LMI Consulting, LLC (LMI)(13)First Lien Term LoanS + 6.50%11.90 %7/18/20284,351 4,280 4,370 0.59 %
LMI Consulting, LLC (LMI) (Incremental)(6)First Lien Term LoanS + 6.50%11.89 %7/18/20284,938 4,938 4,959 0.66 %
Total Sovereign & Public Finance9,218 9,329 1.25 %
Telecommunications
BCM One(6)First Lien Term LoanS + 4.50%9.96 %11/17/20276,074 6,074 5,966 0.80 %
BCM One (Delayed Draw)(6)First Lien Term LoanS + 4.50%9.96 %11/17/20271,827 1,827 1,794 0.24 %
MBS Holdings, Inc.(9) (13)First Lien Term LoanS + 6.25%11.71 %4/16/20271,828 1,797 1,824 0.24 %
Mobile Communications America Inc(6) (12) (13)First Lien Term LoanS + 6.00%11.35 %10/16/202918,505 18,232 18,241 2.44 %
Mobile Communications America Inc (Delayed Draw)(11) (12)First Lien Term LoanS + 6.00%11.35 %10/16/20295,970 (43)(85)(0.01 %)
Momentum Telecom II(6) (9) (13)First Lien Term LoanS + 5.75%11.21 %4/16/202710,054 9,992 9,891 1.32 %
Momentum Telecom II (Incremental)(9) (12)First Lien Term LoanS + 6.50%11.96 %4/16/20271,314 1,290 1,320 0.18 %
Sapphire Telecom Inc(6) (9)First Lien Term LoanS + 6.00%11.53 %11/20/20256,650 6,627 6,650 0.89 %
Tyto Athene, LLC(6) (12)First Lien Term LoanS + 5.50%11.04 %4/1/20287,157 7,105 6,515 0.87 %
Total Telecommunications52,901 52,116 6.97 %
Transportation: Cargo
FSK Pallet Holding Corp. (DBA Kamps Pallets)(6) (13)First Lien Term LoanS + 6.00%11.53 %12/23/20269,875 9,725 9,616 1.29 %
Kenco Group, Inc.(6) (13)First Lien Term LoanS + 5.00%10.39 %11/15/20298,498 8,349 8,498 1.14 %
Kenco Group, Inc. (Delayed Draw)(11) (12)First Lien Term LoanS + 5.00%10.39 %11/15/20291,416 (24)— — %
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)(6) (9)First Lien Term LoanS + 6.50%12.04 %5/3/2025258 257 254 0.03 %
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)(6) (9)First Lien Term LoanS + 6.00%11.54 %5/3/2025895 891 877 0.12 %
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)(6) (9)First Lien Term LoanS + 6.50%12.04 %5/3/2025181 180 178 0.02 %
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)(6) (9)First Lien Term LoanS + 6.50%12.04 %5/3/20254,367 4,350 4,306 0.57 %
See Notes to Consolidated Financial Statements
103
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(dollar amounts in thousands)

Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)(9) (13)First Lien Term LoanS + 6.50%11.90 %5/3/20251,359 1,343 1,340 0.18 %
RoadOne (Delayed Draw)(11) (12)Subordinated DebtN/A8.75% (Cash) 5.00% (PIK)6/30/20291,397 (18)(28)— %
RoadOne(12)Subordinated DebtN/A8.75% (Cash) 5.00% (PIK)6/30/20294,699 4,579 4,604 0.62 %
SEKO Global Logistics(12)Subordinated DebtS + 9.00%6.04% (Cash) 4.50% (PIK)6/30/20275,840 5,765 5,676 0.76 %
SEKO Global Logistics(12)Subordinated DebtS + 9.00% 9.86% (Cash) 4.50% (PIK)6/30/20274,053 3,997 3,939 0.53 %
SEKO Global Logistics(6)First Lien Term LoanS + 5.00%10.72 %12/30/20261,125 1,118 1,115 0.15 %
SEKO Global Logistics (Delayed Draw)(12)Subordinated DebtS + 9.00%6.04% (Cash) 4.50% (PIK)6/30/2027912 912 887 0.12 %
SEKO Global Logistics (Delayed Draw) (Incremental)(12)First Lien Term LoanS + 5.00%10.72 %12/30/20264,485 4,485 4,444 0.59 %
SEKO Global Logistics (Incremental)(6) (13)First Lien Term LoanS + 5.00%10.72 %12/30/20261,517 1,506 1,503 0.20 %
TI ACQUISITION NC LLC(6)First Lien Term LoanS + 4.75%10.08 %3/19/20272,780 2,719 2,642 0.35 %
Total Transportation: Cargo50,134 49,851 6.67 %
Transportation: Consumer
American Student Transportaton Partners, Inc(12)Subordinated DebtN/A10.00% (Cash) 3.50% (PIK)9/11/20292,081 2,027 2,026 0.27 %
Total Transportation: Consumer2,027 2,026 0.27 %
Utilities: Electric
DMC HoldCo LLC (DMC Power)(6) (12) (13)First Lien Term LoanS + 6.00%11.39 %7/13/20295,000 4,927 4,981 0.67 %
DMC HoldCo LLC (DMC Power) (Delayed Draw)(11) (12)First Lien Term LoanS + 6.00%11.39 %7/13/20291,671 (4)(7)— %
Pinnacle Supply Partners, LLC(6) (13)First Lien Term LoanS +6.00%11.47 %4/3/20306,332 6,214 6,287 0.84 %
Pinnacle Supply Partners, LLC (Delayed Draw)(11) (12)First Lien Term LoanS +6.00%11.47 %4/3/20303,636 (30)(26)— %
TPC Wire & Cable(12)Subordinated DebtN/A10.00% (Cash) 1.00% (PIK)2/16/20282,240 2,220 2,215 0.29 %
TPC Wire & Cable (Delayed Draw)(12)Subordinated DebtN/A11.00% (Cash) 1.50% (PIK)2/16/2028913 911 902 0.12 %
Total Utilities: Electric14,238 14,352 1.92 %
Wholesale
INS Intermediate II, LLC (Ergotech Controls, Inc. – d/b/a INS)(6) (13)First Lien Term LoanS + 6.50%12.03 %1/20/20297,961 7,822 7,973 1.06 %
See Notes to Consolidated Financial Statements
104
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(dollar amounts in thousands)

Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
INS Intermediate II, LLC (Ergotech Controls, Inc. – d/b/a INS) (Delayed Draw)(11) (12)First Lien Term LoanS + 6.50%12.03 %1/20/20291,979 (34)3 — %
ISG Merger Sub, LLC (dba Industrial Service Group)(6) (13)First Lien Term LoanS + 6.25%11.60 %12/7/20286,525 6,412 6,569 0.88 %
ISG Merger Sub, LLC (dba Industrial Service Group) (Delayed Draw)(12)First Lien Term LoanS + 6.25%11.60 %12/7/20283,397 3,383 3,420 0.46 %
Total Wholesale17,583 17,965 2.40 %
Total Debt Investments1,640,574 1,610,879 215.39 %
Portfolio Company (1) (2)
FootnotesInvestmentAcquisition DateShares/UnitsAmortized Cost
Fair Value (4)
% of Net Assets (5)
Equity Investments
Aerospace & Defense
BPC Kodiak LLC (Turbine Engine Specialist, Inc)(8) (12) (14) (16)Class A-1 Units9/1/20231,530,000 1,530 1,614 0.22 %
Total Aerospace & Defense1,530 1,614 0.22 %
Automotive
Covercraft(8) (12) (14)Covercraft Equity8/20/2021768 768 357 0.05 %
High Bar Brands(8) (10) (12) (14)Class A Units12/19/2023303,000 303 303 0.04 %
S&S Truck Parts(8) (12) (14)Partnership Units3/31/20224 378 299 0.04 %
S&S Truck Parts(8) (12) (14)Pegasus Units8/1/202278,541 79 62 0.01 %
Total Automotive1,528 1,021 0.14 %
Beverage, Food & Tobacco
Bardstown PPC Holdings LLC(8) (10) (12)Common7/13/202214,777 1,860 2,114 0.28 %
Fresh Edge - Common(8) (12) (14)Class B Common Units10/3/2022667 — 99 0.01 %
Fresh Edge - Preferred(8) (12) (14)Class A Preferred Units10/3/2022667 667 745 0.10 %
Tech24(8) (12) (14)Company Unit10/5/2023954 954 954 0.13 %
Total Beverage, Food & Tobacco3,481 3,912 0.52 %
See Notes to Consolidated Financial Statements
105
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(dollar amounts in thousands)

Portfolio Company (1) (2)
FootnotesInvestmentAcquisition DateShares/UnitsAmortized Cost
Fair Value (4)
% of Net Assets (5)
Capital Equipment
Crete Mechanical Group(8) (12) (14)Equity Co-Investment5/7/202223 230 534 0.07 %
EFC Holdings, LLC(8) (10) (12) (14)Class A Common Units2/28/2023148 60 113 0.02 %
EFC Holdings, LLC(8) (10) (12) (14)Series A Preferred Units2/28/2023148 148 158 0.02 %
Precision Surfacing - Common(8) (10) (12) (14)Common Units10/3/20223,750,000 3,750 6,513 0.87 %
Repipe Specialists(8) (12) (14)Purchased Units3/18/2022239 239 6 — %
Total Capital Equipment4,427 7,324 0.98 %
Construction & Building
Erie Construction(8) (12)Common7/27/2021166 166 606 0.08 %
Gannett Fleming(8) (12) (14)Series F Units5/26/2023569,505 570 830 0.11 %
Gannett Fleming(8) (12) (14) (16)Limited Partnership Interests12/20/2022424,742 425 619 0.08 %
Total Construction & Building1,161 2,055 0.27 %
Consumer Goods: Non-durable
FoodScience(8) (12) (14)Class B Units3/1/20215,168 5 — — %
FoodScience(8) (12) (14)Class A Units3/1/202198 98 51 0.01 %
Ultima Health Holdings, LLC(8) (12) (14)Preferred Units9/12/202215 170 158 0.02 %
Total Consumer Goods: Non-durable273 209 0.03 %
Containers, Packaging & Glass
Oliver Packaging(8) (12) (14)Class A Common Units7/6/202210,230 1,023 640 0.09 %
Specialized Packaging Group(7) (8) (10) (12) (14)Class A Units12/17/2020147,708 148 182 0.02 %
Total Containers, Packaging & Glass1,171 822 0.11 %
Healthcare & Pharmaceuticals
AG MDC Holdings, Inc(8) (10) (12) (14)Class A2 Units (Common)2/7/2023245 245 177 0.02 %
Anne Arundel(8) (12) (14)AA Equity Co-Invest9/14/202312,175 880 2 — %
Health Management Associates(8) (12) (14)Class A Common Units3/31/2023399,904 400 427 0.06 %
REP HS Topco Holdings (HemaSource Inc.)(8) (12) (14)LP Interests8/31/2023577,000 577 645 0.09 %
Total Healthcare & Pharmaceuticals2,102 1,251 0.17 %
See Notes to Consolidated Financial Statements
106
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(dollar amounts in thousands)

Portfolio Company (1) (2)
FootnotesInvestmentAcquisition DateShares/UnitsAmortized Cost
Fair Value (4)
% of Net Assets (5)
High Tech Industries
ITSavvy LLC(8) (12) (14)Class A Common Units8/8/2022522 522 1,250 0.17 %
Solve Industrial Motion Group(8) (12) (14)Solve Industrial Equity6/30/2021313 313 210 0.03 %
Total High Tech Industries835 1,460 0.20 %
Services: Business
Apex Companies Holdings, LLC(8) (10) (12) (14)Class A Membership Interests1/31/20231,173 117 127 0.02 %
BroadcastMed Holdco, LLC(8) (12)Series A-3 Preferred Units10/4/202256,899 853 888 0.12 %
Career Now(8) (12) (14)Series B Limited Partnership Units10/14/2023222 22 — — %
Career Now(8) (12) (14)Common Equity9/30/2021624 624 — — %
E78(8) (12) (14)Class A Common Units12/1/2021816 860 835 0.11 %
KRIV Acquisition, Inc(8) (12) (14)Class A Units7/17/2023790 790 930 0.12 %
Output Services Group, Inc.(8) (10) (12) (14)Class A Units11/30/202347,021 833 833 0.11 %
Total Services: Business4,099 3,613 0.48 %
Services: Consumer
ADPD Holdings, LLC (a/k/a NearU)(8) (9) (12) (14)Limited Partnership Interests8/8/20222,432 243 156 0.02 %
COP Exterminators Investment, LLC(8) (12) (14)Class A Units7/31/2023997,000 1,117 1,163 0.16 %
Legacy Service Partners, LLC (“LSP”)(8) (12) (14)Class B Units1/9/20234,907 491 544 0.07 %
Perennial Services Investors LLC(8) (10) (12) (14)Class A Units9/8/20237,784 778 1,077 0.14 %
Total Services: Consumer2,629 2,940 0.39 %
Sovereign & Public Finance
LMI Renaissance(8) (12) (14)Limited Partnership Interests7/18/2022633,980 634 1,370 0.18 %
Total Sovereign & Public Finance634 1,370 0.18 %
Transportation: Cargo
See Notes to Consolidated Financial Statements
107
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(dollar amounts in thousands)

Portfolio Company (1) (2)
FootnotesInvestmentAcquisition DateShares/UnitsAmortized Cost
Fair Value (4)
% of Net Assets (5)
RoadOne - Common(8) (12) (14)Partnership Units12/29/20221,173,220 939 1,525 0.20 %
SEKO Global Logistics(8) (12)Seko Equity Co-Invest12/30/2020671,203 332 1,221 0.16 %
Total Transportation: Cargo1,271 2,746 0.36 %
Transportation: Consumer
ASTP Holdings Co-Investment LP(8) (12) (14)Limited Partnership Interest9/11/2023173,844 174 189 0.03 %
Total Transportation: Consumer174 189 0.03 %
Utilities: Electric
Pinnacle Supply Partners, LLC(8) (12) (14)Subject Partnership Units4/3/2023279,687 280 281 0.04 %
Total Utilities: Electric280 281 0.04 %
Total Equity Investments25,595 30,807 4.12 %
Portfolio Company (1) (2)
Interest RatePar Amount/UnitAmortized Cost
Fair Value (4)
% of Net Assets (5)
Cash Equivalents
BlackRock Liquidity Funds Treasury5.18%46,784 46,784 46,784 6.26 %
First American Government Obligations Fund5.19%32 32 32 — %
U.S. Bank National Association Money Market Deposit Account2.05%17,661 17,661 17,661 2.36 %
Total Cash Equivalents$64,477 $64,477 8.62 %
Total Investments and Cash Equivalents$1,730,646 $1,706,163 228.13 %
_______________
(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 portfolio 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 Secured Overnight Financing Rate ("SOFR" or "S"), which reset monthly or quarterly. For each such investment, the Company has provided the spread over SOFR and the current contractual interest rate in effect at December 31, 2023. As of December 31, 2023, rates for 1M S, 3M S, 6M S, 12M S ("SOFR") are 5.35%, 5.33%, 5.16%, and 4.77% respectively. Certain investments are subject to a SOFR floor. For fixed rate loans, a spread above a reference rate is not applicable.
(4)Investment valued using unobservable inputs (Level 3). See Note 2 “Significant Accounting Policies – Valuation of Portfolio Investments” and Note 4 "Fair Value Measurements" for more information.
(5)Percentage is based on net assets of $747,885 as of December 31, 2023.
(6)Denotes that all or a portion of the assets are owned by CLO-I and/or CLO-II (each as defined in Note 1 "Organization"), which serve as collateral for the 2022 and 2023 Debt Securitization (as defined in the Notes). See Note 6 "Secured Debt".
See Notes to Consolidated Financial Statements
108
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(dollar amounts in thousands)

(7)This portfolio company is not domiciled in the United States. The principal place of business for Specialized Packing Group and Bakeovations Intermediate is Canada and the principal place of business for Phaidon International is the United Kingdom.
(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, 2023, the Company held forty-four restricted securities with an aggregate fair value of $30,807, or 4.12% of the Company’s net assets.
(9)Investment is a unitranche position.
(10)The investment is considered 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, 2023, total non-qualifying assets at fair value represented 4.24% of the Company's total assets calculated in accordance with the 1940 Act.
(11)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. See Note 7 "Commitments and Contingencies". The investment may be subject to unused commitment fees.
(12)Denotes that all or a portion of the assets are owned by the Company or NCDL Equity Holdings (each as defined in Note 1 "Organization"). The Company entered into a senior secured revolving credit agreement (the “Revolving Credit Facility”). The Revolving Credit Facility is guaranteed by NCDL Equity Holdings and will be guaranteed by certain subsidiaries of the Company that are formed or acquired by the Company in the future.
(13)Denotes that all or a portion of the assets are owned by SPV II and/or SPV III (each as defined in Note 1 "Organization"). SPV II has entered into a senior secured revolving credit facility (the “SMBC Financing Facility”). The lenders of the SMBC Financing Facility have a first lien security interest in substantially all of the assets of SPV II. Accordingly, such assets are not available to other creditors of the Company. SPV III has entered into a senior secured revolving credit facility (the “Wells Fargo Financing Facility”). The lenders of the Wells Fargo Financing Facility have a first lien security interest in substantially all of the assets of SPV III. Accordingly, such assets are not available to other creditors of the Company.
(14)Equity investments are non-income producing securities unless otherwise noted.
(15)Investments valued using observable inputs (Level 2). See Note 2 “Significant Accounting Policies – Valuation of Portfolio Investments” and Note 4 "Fair Value Measurements" for more information.
(16)Represents an investment held through an aggregator vehicle organized as a pooled investment vehicle.



See Notes to Consolidated Financial Statements
109
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Investments
Debt Investments
Aerospace & Defense
AEgis Technologies(6) (13)First Lien Term LoanL + 6.00%10.77 %10/31/2025$14,807 $14,700 $14,375 2.74 %
Arotech(6) (13)First Lien Term LoanL + 6.25%10.64 %10/22/20269,297 9,200 8,614 1.64 %
Arotech (Delayed Draw)(6) (13)First Lien Term LoanL + 6.25%11.02 %10/22/2026452 450 419 0.08 %
Loc Performance Products(6) (13)First Lien Term LoanS + 5.25%9.84 %12/22/20267,350 7,272 6,954 1.33 %
ValkyrieSubordinated DebtN/A10.50% (Cash) 1.00% (PIK)11/17/20272,808 2,754 2,748 0.52 %
Total Aerospace & Defense34,376 33,110 6.31 %
Automotive
American Auto Auction Group(6) (13) (15)First Lien Term LoanS + 5.00%9.59 %12/30/202710,627 10,533 8,348 1.59 %
Classic Collision (Delayed Draw) (Incremental)(6) (11) (13)First Lien Term LoanL + 5.75%10.89 %1/14/20267,010 6,293 6,093 1.16 %
Classic Collision (Incremental)(6) (9) (13)First Lien Term LoanL + 5.75%10.89 %1/14/20267,830 7,766 7,607 1.45 %
Collision Right(13)First Lien Term LoanS + 4.75%9.34 %4/14/20284,838 4,808 4,733 0.90 %
Collision Right (Delayed Draw)(11)First Lien Term LoanS + 4.75%9.34 %4/14/2028506 (4)(11)— %
CovercraftSubordinated DebtN/A10.00% (Cash) 0.75% (PIK)2/21/20287,422 7,299 7,167 1.37 %
Covercraft (Delayed Draw)(11)Subordinated DebtN/A10.00% (Cash) 0.75% (PIK)2/21/20284,386 — (150)(0.03 %)
JEGS Automotive(6)First Lien Term LoanL + 6.00%10.77 %12/22/20274,029 3,995 3,773 0.72 %
JEGS Automotive (Delayed Draw)(11)First Lien Term LoanL + 5.75%10.52 %12/22/2027930 — (59)(0.01 %)
OEP Glass Purchaser(6) (13)First Lien Term LoanS + 5.25%9.84 %4/18/202814,888 14,751 14,443 2.75 %
Randys Holdings, Inc(9) (13)First Lien Term LoanS + 6.50%11.09 %11/1/202811,250 11,028 11,031 2.10 %
Randys Holdings, Inc (Delayed Draw)(9) (11)First Lien Term LoanS + 6.50%11.09 %11/1/20283,750 — (73)(0.01 %)
S&S Truck Parts(6) (13)First Lien Term LoanS + 4.75%9.34 %3/1/20296,928 6,865 6,890 1.31 %
S&S Truck Parts(13)First Lien Term LoanS + 4.75%9.11 %3/1/20291,171 1,160 1,164 0.22 %
S&S Truck Parts (Delayed Draw)(11)First Lien Term LoanS + 4.75%9.34 %3/1/202998 — (1)— %
S&S Truck Parts (Delayed Draw)(11)First Lien Term LoanS + 4.75%9.11 %3/1/20291,740 1,592 1,583 0.30 %
Total Automotive76,086 72,538 13.82 %
See Notes to Consolidated Financial Statements
110
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Banking, Finance, Insurance, Real Estate
Allied Benefit Systems(6) (13)First Lien Term LoanS + 4.50%9.09 %11/18/20265,991 5,951 5,889 1.12 %
Bankruptcy Management Solutions Inc(6)First Lien Term LoanS + 4.50%8.86 %2/28/20253,850 3,869 3,824 0.73 %
Coding Solutions Acquisitions(6) (9) (13)First Lien Term LoanS + 5.50%9.86 %5/11/20286,497 6,436 6,367 1.21 %
Coding Solutions Acquisitions (Delayed Draw)(9) (11)First Lien Term LoanS + 5.75%10.11 %5/11/20281,967 — (39)(0.01 %)
Long Term Care Group(6) (9) (13)First Lien Term LoanL + 6.00%10.39 %9/8/20276,654 6,598 6,521 1.25 %
Patriot Growth Insurance Service (Delayed Draw) (Incremental)(9) (11)First Lien Term LoanL + 5.75%10.52 %10/14/20287,199 450 319 0.06 %
Risk Strategies (Delayed Draw)(9) (11)First Lien Term LoanS + 5.50%10.09 %11/1/202611,045 332 145 0.03 %
Risk Strategies (Delayed Draw)(9)First Lien Term LoanS + 5.50%10.09 %11/1/20263,945 3,945 3,839 0.73 %
Vensure Employer Services(6) (13)First Lien Term LoanS + 4.75%9.34 %3/26/202714,806 14,754 14,486 2.76 %
World Insurance Associates(6) (9) (13)First Lien Term LoanS + 5.75%10.34 %4/1/20261,981 1,965 1,912 0.36 %
World Insurance Associates (Delayed Draw)(9) (11)First Lien Term LoanS + 5.75%10.34 %4/1/20265,005 2,472 2,298 0.44 %
World Insurance Associates (Delayed Draw)(9)First Lien Term Loan S + 5.75%10.34 %4/1/20268,000 8,000 7,721 1.47 %
Total Banking, Finance, Insurance, Real Estate54,772 53,282 10.15 %
Beverage, Food & Tobacco
Bardstown PPC Holdings LLCSubordinated DebtS + 7.75%12.34 %8/30/20279,300 9,125 9,216 1.76 %
Death Wish Coffee(6) (9) (13)First Lien Term LoanL + 4.75%9.52 %9/28/20279,900 9,819 9,832 1.87 %
Dessert Holdings(6)Subordinated DebtL + 7.25%12.02 %6/8/20299,000 8,860 8,325 1.59 %
Fresh EdgeSubordinated DebtS + 9.00%13.36 %4/3/20293,770 3,679 3,679 0.70 %
GA Foods(13) (16)First Lien Term LoanL + 5.50%9.77% (Cash) 0.50% (PIK)12/1/202614,781 14,676 8,898 1.69 %
Handgards(6) (13)First Lien Term LoanL + 7.00%11.77 %10/14/202614,663 14,466 14,663 2.79 %
KSLB Holdings LLC(13)First Lien Term LoanL + 4.50%8.89 %7/30/20252,888 2,867 2,633 0.50 %
Rise Baking(6) (9) (13)First Lien Term LoanL + 6.50%11.27 %8/13/202714,850 14,672 13,769 2.62 %
Watermill Express, LLC(6) (9) (13)First Lien Term LoanL + 5.50%10.27 %4/20/20273,290 3,264 3,225 0.62 %
Watermill Express, LLC (Delayed Draw)(9) (11)First Lien Term LoanL + 5.50%10.27 %4/20/2027318 197 191 0.04 %
Total Beverage, Food & Tobacco81,625 74,431 14.18 %
See Notes to Consolidated Financial Statements
111
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Capital Equipment
Blackbird Purchaser Inc.(6) (13)First Lien Term LoanL +4.50%8.89 %4/8/20267,201 7,159 7,018 1.34 %
Blackbird Purchaser Inc. (Delayed Draw)(11)First Lien Term LoanL +4.50%8.89 %4/8/20262,709 (22)(69)(0.01 %)
Crete Mechanical Group(6) (13)First Lien Term LoanS +5.25%9.84 %5/19/20284,872 4,825 4,785 0.91 %
Crete Mechanical Group (Delayed Draw)(6)First Lien Term LoanS + 5.25%9.84 %5/19/20282,875 2,828 2,824 0.54 %
Crete Mechanical Group (Delayed Draw)(11)First Lien Term LoanS + 5.00%9.59 %5/19/20287,211 4,484 4,356 0.83 %
Heartland Home Services(6) (9) (13)First Lien Term LoanL +6.00%10.39 %12/15/20266,534 6,486 6,368 1.21 %
Heartland Home Services (Delayed Draw)(6) (9) (13)First Lien Term LoanL + 6.00%10.39 %12/15/20265,665 5,642 5,521 1.05 %
Heartland Home Services (Delayed Draw)(6) (9) (13)First Lien Term LoanL + 6.00%10.39 %12/15/20262,598 2,598 2,532 0.48 %
PT Intermediate Holdings III, LLC(6) (9) (13)First Lien Term LoanL + 5.50%10.27 %11/1/20288,824 8,790 8,624 1.64 %
PT Intermediate Holdings III, LLC (Incremental)(6) (9) (13)First Lien Term LoanL + 5.50%10.27 %11/1/20281,079 1,069 1,054 0.20 %
Repipe SpecialistsSubordinated DebtN/A10.00% (Cash) 1.00% (PIK)3/18/20292,408 2,364 2,292 0.44 %
Repipe Specialists (Delayed Draw)(11)Subordinated DebtN/A10.00% (Cash) 1.00% (PIK)3/18/2029900 — (44)(0.01 %)
Total Capital Equipment46,223 45,261 8.62 %
Chemicals, Plastics, & Rubber
Ascensus(9)Subordinated DebtL + 6.50%11.27 %8/2/20299,000 8,929 8,447 1.61 %
Ascensus Specialties(6) (9) (13)First Lien Term LoanL + 4.25%8.64 %6/30/20289,831 9,669 9,504 1.81 %
Boulder Scientific Company LLC(6)First Lien Term LoanL + 4.25%9.02 %12/29/20252,088 2,098 2,061 0.39 %
Spartech(6) (9) (13)First Lien Term LoanL + 4.75%9.52 %5/8/202814,919 14,837 14,517 2.77 %
Total Chemicals, Plastics, & Rubber35,533 34,529 6.58 %
Construction & Building
Erie Construction(6) (13)First Lien Term LoanS + 4.75%9.53 %7/30/202710,702 10,612 10,702 2.04 %
Gannett Fleming(13)First Lien Term LoanS + 6.50%11.09 %12/20/202810,000 9,801 9,801 1.87 %
Sciens Building Solutions, LLC(6) (9) (13)First Lien Term LoanL + 5.75%10.52 %12/15/20279,410 9,250 8,917 1.70 %
Sciens Building Solutions, LLC (Delayed Draw)(6) (9) (11) (13)First Lien Term LoanL + 5.75%10.52 %12/15/20274,938 1,594 1,377 0.26 %
Total Construction & Building31,257 30,797 5.87 %
See Notes to Consolidated Financial Statements
112
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Consumer Goods: Durable
Halo Buyer Inc(6) (15)First Lien Term LoanL + 4.50%8.89 %6/30/20255,728 5,686 5,062 0.97 %
Petmate(6) (9) (13)First Lien Term LoanL + 5.50%10.27 %9/15/20289,900 9,815 7,951 1.51 %
Xpressmyself.com LLC (a/k/a SmartSign)(13)First Lien Term LoanS + 5.00%9.59 %9/7/20289,975 9,881 9,881 1.88 %
Total Consumer Goods: Durable25,382 22,894 4.36 %
Consumer Goods: Non-durable
Arcadia Consumer Health(6) (9) (13)First Lien Term LoanS + 4.75%9.11 %9/10/202712,733 12,628 12,609 2.40 %
Badger Sportswear Acquisition Inc(6)First Lien Term LoanL + 4.50%8.89 %12/24/20233,842 3,816 3,746 0.71 %
Elevation Labs(13)First Lien Term LoanS + 5.25%9.84 %6/30/20286,858 6,793 6,784 1.29 %
Elevation Labs (Delayed Draw)(11)First Lien Term LoanS + 5.25%9.84 %6/30/20283,125 (29)(34)(0.01 %)
FoodScience(6) (13)First Lien Term LoanL + 4.75%9.52 %3/1/20277,823 7,762 7,055 1.35 %
FoodScience(6) (13)First Lien Term LoanL + 4.75%9.52 %3/1/20276,951 6,897 6,269 1.20 %
Market Performance Group(6) (13)First Lien Term LoanL + 5.75%10.52 %12/29/20262,531 2,510 2,531 0.48 %
Market Performance Group(6) (13)First Lien Term LoanL + 5.75%10.52 %12/29/20267,350 7,324 7,350 1.40 %
Ultima Health Holdings, LLCSubordinated DebtN/A11.00% (Cash) 1.50% (PIK)3/12/20291,708 1,676 1,671 0.32 %
Total Consumer Goods: Non-durable49,377 47,981 9.14 %
Containers, Packaging & Glass
B2B Packaging(6) (13)First Lien Term LoanS + 6.75%11.34 %10/7/202612,613 12,571 12,313 2.35 %
B2B Packaging (Delayed Draw)(13)First Lien Term LoanS + 6.75%11.53 %10/7/20262,232 2,232 2,179 0.41 %
B2B Packaging (Delayed Draw)(6)First Lien Term LoanS + 6.75%11.34 %10/7/2026118 115 115 0.02 %
Five Star Packing(6) (13)First Lien Term LoanS + 4.25%9.03 %5/5/20297,653 7,545 7,516 1.43 %
Good2Grow(6) (13)First Lien Term LoanL + 4.50%9.27 %12/1/20279,925 9,842 9,720 1.85 %
Oliver PackagingSubordinated DebtN/A10.00% (Cash) 1.00% (PIK)1/6/20292,523 2,476 2,395 0.46 %
Specialized Packaging Group(6) (7) (10) (13)First Lien Term LoanL + 5.50%10.64 %12/17/20253,013 2,992 2,995 0.57 %
Specialized Packaging Group(6) (7) (10) (13)First Lien Term LoanL + 5.50%10.64 %12/17/20257,350 7,301 7,304 1.39 %
Total Containers, Packaging & Glass45,074 44,537 8.48 %
See Notes to Consolidated Financial Statements
113
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Environmental Industries
Cadmus(6)First Lien Term LoanS + 5.25%9.84 %9/14/20273,292 3,266 3,208 0.61 %
Cadmus (Delayed Draw)(11)First Lien Term LoanL + 5.25%9.64 %9/14/20271,663 1,152 1,110 0.21 %
Nutrition 101 Buyer LLC (a/k/a 101, Inc.)(13)First Lien Term LoanS + 5.25%9.61 %8/31/20286,715 6,651 6,649 1.27 %
The Facilities Group(6) (9) (13)First Lien Term LoanL + 5.75%10.14 %11/30/20274,922 4,879 4,810 0.92 %
The Facilities Group (Delayed Draw)(6) (9) (11) (13)First Lien Term LoanL + 5.75%10.52 %11/30/20274,996 4,114 4,001 0.76 %
Total Environmental Industries20,062 19,778 3.77 %
Healthcare & Pharmaceuticals
Affinity Hospice(6) (13)First Lien Term LoanL + 4.75%9.52 %12/17/20277,953 7,885 7,731 1.47 %
Affinity Hospice (Delayed Draw)(11)First Lien Term LoanL + 4.75%9.52 %12/17/20271,981 — (55)(0.01 %)
Anne ArundelSubordinated DebtN/A12.75% (PIK)10/16/20262,888 2,838 2,688 0.51 %
Anne ArundelSubordinated DebtN/A11.00 %4/16/20261,838 1,815 1,734 0.33 %
Anne Arundel (Delayed Draw)(11)Subordinated DebtN/A11.00 %4/16/20262,258 1,880 1,730 0.33 %
Forefront Dermatology(6) (9) (13)First Lien Term LoanS + 4.25%8.61 %4/2/20295,360 5,259 5,222 0.99 %
Forefront Dermatology (Delayed Draw)(9) (11)First Lien Term LoanS + 4.25%8.61 %4/2/20291,007 895 869 0.17 %
Genesee Scientific(6) (9)First Lien Term LoanL + 5.00%9.77 %9/30/20276,019 5,971 5,897 1.12 %
Genesee Scientific (Delayed Draw)(9) (11)First Lien Term LoanL + 5.50%10.27 %9/30/20272,027 — (41)(0.01 %)
GHR Healthcare(6) (9)First Lien Term LoanS + 4.75%9.34 %12/9/20276,467 6,411 6,467 1.23 %
GHR Healthcare (Delayed Draw)(6) (9) (11) (13)First Lien Term LoanS + 4.75%9.34 %12/9/20273,444 2,023 2,023 0.39 %
GHR Healthcare (Incremental)(9) (13)First Lien Term LoanS + 4.75%9.53 %12/9/20275,033 4,938 5,033 0.96 %
Heartland Veterinary Partners LLC (Incremental)Subordinated DebtS + 7.50%12.09 %12/10/20271,900 1,865 1,862 0.35 %
Heartland Veterinary Partners LLC (Incremental) (Delayed Draw)(11)Subordinated DebtS + 7.50%12.09 %12/10/20279,500 — (190)(0.04 %)
InfuCare RX(6) (13)First Lien Term LoanS + 4.50%9.09 %1/4/20289,900 9,814 9,695 1.85 %
Midwest Eye Consultants(6) (13)First Lien Term LoanS + 4.50%9.09 %8/20/20279,113 9,039 8,579 1.63 %
PromptCare(6) (9) (13)First Lien Term LoanL + 6.00%10.39 %9/1/20278,288 8,169 8,031 1.53 %
PromptCare (Delayed Draw)(6) (9) (11) (13)First Lien Term LoanL + 6.00%10.39 %9/1/20273,025 777 711 0.14 %
Quorum Health Resources, LLC(6) (13)First Lien Term LoanL + 5.25%10.02 %5/28/20277,759 7,695 7,445 1.42 %
Sandlot Buyer, LLC (Prime Time Healthcare)(13)First Lien Term LoanS + 6.00%10.78 %9/19/20289,875 9,587 9,589 1.83 %
See Notes to Consolidated Financial Statements
114
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
SCP Eye Care Holdco, LLC (DBA EyeSouth Partners)(13)First Lien Term LoanS + 5.75%10.34 %10/5/20297,549 7,475 7,404 1.41 %
SCP Eye Care Holdco, LLC (DBA EyeSouth Partners) (Delayed Draw)(11)First Lien Term LoanS + 5.75%10.34 %10/5/20292,451 — (47)(0.01 %)
SM Wellness Holdings, Inc(6) (13)First Lien Term LoanL + 4.75%9.52 %4/17/202814,815 14,704 14,254 2.72 %
Wellspring Pharmaceutical(13)First Lien Term LoanS + 5.75%10.53 %8/22/20283,413 3,348 3,350 0.64 %
Wellspring Pharmaceutical (Delayed Draw)(11)First Lien Term LoanS + 5.75%10.53 %8/22/20281,579 (11)(29)(0.01 %)
Total Healthcare & Pharmaceuticals112,377 109,952 20.94 %
High Tech Industries
Argano, LLC(6) (13)First Lien Term LoanS + 5.50%9.86 %6/10/20265,691 5,648 5,508 1.05 %
Argano, LLC (Delayed Draw)(6) (13)First Lien Term LoanS + 5.50%9.86 %6/10/20262,520 2,520 2,439 0.47 %
Argano, LLC (Delayed Draw) (Incremental)(6)First Lien Term LoanS + 5.50%9.86 %6/10/20261,722 1,683 1,666 0.32 %
Diligent Corporation(6) (9)First Lien Term LoanL + 6.25%11.39 %8/4/202512,599 12,570 12,136 2.31 %
Diligent Corporation(9) (13)First Lien Term LoanL + 5.75%10.52 %8/4/20253,422 3,399 3,269 0.62 %
Diligent Corporation(9) (13)First Lien Term LoanL + 5.75%10.89 %8/4/20251,491 1,481 1,425 0.27 %
Diligent Corporation (Delayed Draw)(9)First Lien Term LoanL + 6.25%11.02 %8/4/2025170 170 163 0.03 %
Diligent Corporation (Delayed Draw)(9)First Lien Term LoanL + 6.25%11.02 %8/4/2025107 107 103 0.02 %
Eliassen Group LLC(6) (9) (13)First Lien Term LoanS + 5.75%10.34 %4/14/202812,192 12,080 12,021 2.29 %
Eliassen Group LLC (Delayed Draw)(9) (11)First Lien Term LoanS + 5.75%10.34 %4/14/20282,777 409 377 0.07 %
Exterro(6) (9) (13)First Lien Term LoanL + 5.50%10.27 %5/31/20249,474 9,435 9,474 1.81 %
Fineline MergerSubordinated DebtL + 8.75%13.52 %8/22/20282,941 2,905 2,926 0.56 %
Go Engineer(6) (9) (13)First Lien Term LoanS + 5.63%10.21 %12/21/202711,690 11,590 11,260 2.14 %
Go Engineer (Delayed Draw)(9)First Lien Term LoanS + 5.63%9.98 %12/21/20273,184 3,157 3,066 0.58 %
Infobase Acquisition, Inc.(13)First Lien Term LoanS + 5.50%10.09 %6/14/20284,375 4,334 4,319 0.82 %
Infobase Acquisition, Inc. (Delayed Draw)(11)First Lien Term LoanS + 5.50%10.09 %6/14/2028721 — (9)— %
ITSavvy LLC(6) (13)First Lien Term LoanS + 5.25%10.03 %8/8/20287,873 7,797 7,871 1.50 %
ITSavvy LLC (Delayed Draw)(11)First Lien Term LoanS + 5.50%10.09 %8/8/20282,107 (20)— — %
North Haven CS Acquisition Inc(6)First Lien Term LoanL + 5.25%10.02 %1/23/20255,857 5,857 5,857 1.12 %
Northern Star Industries Inc(6)First Lien Term LoanL + 4.50%8.89 %3/28/20253,286 3,275 3,227 0.62 %
Prosci, Inc.(6)First Lien Term LoanL + 4.50%8.89 %10/21/20264,733 4,695 4,665 0.89 %
See Notes to Consolidated Financial Statements
115
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Revalize (Delayed Draw)(9) (13)First Lien Term LoanS + 5.75%10.34 %4/15/20274,286 4,273 3,985 0.76 %
Revalize (Delayed Draw)(6) (9)First Lien Term LoanS + 5.75%10.34 %4/15/20271,101 1,092 1,023 0.19 %
Revalize (Delayed Draw)(9)First Lien Term LoanS + 5.75%10.34 %4/15/2027244 243 227 0.04 %
SmartWave(6) (13)First Lien Term LoanL + 6.00%10.77 %11/5/20269,309 9,223 8,116 1.55 %
Solve Industrial Motion GroupSubordinated DebtN/A10.75 %6/28/20281,763 1,732 1,669 0.32 %
Solve Industrial Motion Group (Delayed Draw)Subordinated DebtN/A10.75 %6/28/20282,019 2,019 1,912 0.36 %
Total High Tech Industries111,674 108,695 20.71 %
Media: Advertising, Printing & Publishing
Tinuiti(6) (9) (13)First Lien Term LoanL + 4.50%9.27 %12/10/20262,978 2,953 2,933 0.56 %
Tinuiti (Delayed Draw)(6) (9) (13)First Lien Term LoanL + 4.50%8.89 %12/10/20261,946 1,945 1,916 0.36 %
Tinuiti (Delayed Draw) (Incremental)(9) (11)First Lien Term LoanL + 4.50%9.27 %12/10/20269,963 5,935 5,781 1.10 %
Wpromote(13)First Lien Term LoanS + 6.00%10.36 %10/23/20284,412 4,325 4,326 0.83 %
Wpromote (Delayed Draw)(11)First Lien Term LoanS + 6.00%10.36 %10/23/2028588 (4)(11)— %
Total Media: Advertising, Printing & Publishing15,154 14,945 2.85 %
Media: Diversified & Production
Corporate Visions(6) (13)First Lien Term LoanL + 4.50%8.89 %8/12/20272,916 2,893 2,842 0.54 %
Corporate Visions(6) (13)First Lien Term LoanL + 4.50%8.89 %8/12/20272,563 2,529 2,498 0.48 %
Spectrio II(6) (9) (13)First Lien Term LoanL + 6.00%10.77 %12/9/20268,123 8,067 7,784 1.48 %
Spectrio II (Delayed Draw)(6) (9) (13)First Lien Term LoanL + 6.00%10.77 %12/9/20262,886 2,866 2,765 0.53 %
Spectrio II (Delayed Draw)(9) (11) (13)First Lien Term LoanL + 6.00%10.77 %12/9/20263,820 426 287 0.05 %
Total Media: Diversified & Production16,781 16,176 3.08 %
Retail
Syndigo(6) (9) (13)First Lien Term LoanL + 4.50%8.89 %12/15/20275,895 5,916 5,612 1.07 %
Total Retail5,916 5,612 1.07 %
Services: Business
Big Truck RentalSubordinated DebtL + 8.00%12.39 %9/30/202710,000 9,832 9,988 1.90 %
Big Truck RentalSubordinated DebtL + 8.00%12.39 %9/23/20272,500 2,500 2,497 0.48 %
Bounteous(6) (13)First Lien Term LoanL + 5.25%10.02 %8/2/20275,402 5,357 5,003 0.95 %
See Notes to Consolidated Financial Statements
116
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Bounteous(6) (13)First Lien Term LoanL + 5.25%10.02 %8/2/20272,211 2,191 2,048 0.39 %
Bounteous (Delayed Draw)(6) (13)First Lien Term LoanL + 5.25%10.02 %8/2/20272,796 2,774 2,589 0.49 %
Bounteous (Delayed Draw)(11)First Lien Term LoanL + 5.00%9.77 %8/2/20274,467 — (330)(0.06 %)
BroadcastMed Holdco, LLCSubordinated DebtN/A10.00% (Cash)) 3.75% (PIK)11/12/20273,451 3,383 3,384 0.64 %
Bullhorn Inc(6) (9) (13)First Lien Term LoanL + 5.75%10.52 %9/30/202613,848 13,722 13,848 2.63 %
BusinesSolver(6) (9) (13)First Lien Term LoanL + 5.50%10.64 %12/1/20277,820 7,753 7,678 1.46 %
BusinesSolver (Delayed Draw)(9) (11)First Lien Term LoanL + 5.50%10.64 %12/1/20272,121 173 143 0.03 %
Career NowSubordinated DebtN/A10.00% (Cash) 1.00% (PIK)3/30/20273,055 3,005 2,981 0.57 %
Cornerstone Advisors of Arizona LLC(6) (13)First Lien Term LoanL + 5.50%9.89 %9/24/2026311 309 311 0.06 %
Cornerstone Advisors of Arizona LLC(6) (13)First Lien Term LoanL + 5.50%10.27 %9/24/20262,319 2,303 2,319 0.44 %
Cornerstone Advisors of Arizona LLC (Delayed Draw)(6) (13)First Lien Term LoanL + 5.50%10.27 %9/24/2026212 212 212 0.04 %
CrossCountry Consulting(6) (9) (13)First Lien Term LoanS + 5.75%10.34 %6/1/20298,257 8,103 8,153 1.55 %
CrossCountry Consulting (Delayed Draw)(9) (11)First Lien Term LoanS + 5.75%10.34 %6/1/20293,320 (30)(42)(0.01 %)
D&H United Fueling Solutions(13)First Lien Term LoanS + 5.25%9.84 %9/16/20287,567 7,422 7,415 1.41 %
D&H United Fueling Solutions (Delayed Draw)First Lien Term LoanS + 5.25%9.84 %9/16/20282,408 2,386 2,360 0.45 %
E78(6)First Lien Term LoanS + 5.50%9.86 %12/1/20275,657 5,608 5,556 1.06 %
E78(13)First Lien Term LoanS + 5.50%9.86 %12/1/20271,452 1,439 1,427 0.27 %
E78 (Delayed Draw)(6) (13)First Lien Term LoanS + 5.50%9.86 %12/1/20274,253 4,217 4,178 0.80 %
E78 (Delayed Draw)(11)First Lien Term LoanS + 5.50%9.86 %12/1/20273,559 604 540 0.10 %
Evergreen Services Group(6) (9) (13)First Lien Term LoanS + 6.00%10.59 %6/15/202912,087 11,859 11,799 2.25 %
Evergreen Services Group (Delayed Draw)(9) (11)First Lien Term LoanS + 6.00%10.59 %6/15/20292,883 2,063 2,021 0.38 %
Gabriel Partners LLC(6) (9) (13)First Lien Term LoanL + 6.00%10.39 %9/21/20269,337 9,271 9,337 1.78 %
Gabriel Partners LLC (Delayed Draw)(6) (9) (13)First Lien Term LoanL + 6.00%10.77 %9/21/20261,555 1,555 1,555 0.30 %
Gabriel Partners LLC (Incremental)(9) (13)First Lien Term LoanL + 6.00%10.77 %9/21/20263,854 3,824 3,854 0.73 %
Hasa IncSubordinated DebtN/A10.50% (Cash) 1.50% (PIK)1/16/20262,498 2,467 2,498 0.48 %
Lion Merger Sub Inc(9) (13)First Lien Term LoanL + 6.50%11.27 %12/17/20257,358 7,307 7,203 1.37 %
Lion Merger Sub Inc (Incremental)(9) (13)First Lien Term LoanL + 6.50%11.27 %12/17/20257,387 7,290 7,232 1.38 %
LSCS Holdings Inc.(6) (13) (15)First Lien Term LoanL + 4.50%8.89 %12/16/20289,900 9,855 9,554 1.82 %
See Notes to Consolidated Financial Statements
117
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
LYNX FRANCHISING, LLC(6) (9) (13)First Lien Term LoanL + 6.25%11.02 %12/23/20269,900 9,816 9,664 1.84 %
Output Services Group, Inc.First Lien Term LoanS + 6.75%9.84% (Cash) 1.50% (PIK)6/29/20263,863 3,349 3,057 0.58 %
Phaidon International(7) (10) (13)First Lien Term LoanS + 5.50%9.86 %8/22/202915,000 14,855 14,820 2.82 %
PlazeSubordinated DebtL + 7.50%11.89 %7/7/202815,000 14,617 14,318 2.73 %
RoadOne(11)Subordinated DebtN/A8.75% (Cash) 5.00% (PIK)6/30/20291,397 (21)(42)(0.01 %)
RoadOneSubordinated DebtN/A8.75% (Cash) 5.00% (PIK)6/30/20294,469 4,335 4,335 0.83 %
Scaled Agile(6) (9) (13)First Lien Term LoanS + 5.50%10.09 %12/15/20288,016 7,946 7,797 1.49 %
Scaled Agile (Delayed Draw)(9) (11)First Lien Term LoanS + 5.50%10.09 %12/15/20281,923 — (53)(0.01 %)
Smile BrandsSubordinated DebtL + 8.50%13.64 %4/13/20269,597 9,489 8,765 1.67 %
Smile Brands (Delayed Draw)(11)Subordinated DebtL + 8.50%13.64 %4/13/20261,959 — (170)(0.03 %)
Soliant Health(6) (13)First Lien Term LoanL + 4.00%8.39 %3/31/20288,461 8,410 8,519 1.62 %
Technical Safety Services(13)First Lien Term LoanS + 4.50%9.09 %6/22/20296,841 6,776 6,757 1.29 %
Technical Safety Services (Delayed Draw)(11)First Lien Term LoanS + 4.50%9.09 %6/22/20293,125 1,052 1,043 0.20 %
TouchTunes Interactive(6) (13)First Lien Term LoanS + 5.00%9.78 %4/2/20299,975 9,881 9,743 1.86 %
Trilon Group, LLC(13)First Lien Term LoanS + 6.25%10.84 %5/28/20293,000 2,970 2,964 0.56 %
Trilon Group, LLC(13)First Lien Term LoanS + 5.75%10.11 %5/27/20297,481 7,411 7,202 1.37 %
Trilon Group, LLC (Delayed Draw)First Lien Term LoanS + 5.75%10.11 %5/27/20297,500 7,499 7,220 1.38 %
Trilon Group, LLC (Delayed Draw)(11)First Lien Term LoanS + 6.25%10.84 %5/28/20292,000 184 160 0.03 %
Vital Records Control(6) (9) (13)First Lien Term LoanL + 5.50%10.27 %6/29/20274,629 4,582 4,461 0.85 %
Vital Records Control(9) (13)First Lien Term LoanS + 5.50%10.28 %6/29/2027152 150 148 0.03 %
Vital Records Control (Delayed Draw)(9) (11)First Lien Term LoanS + 5.75%10.34 %6/29/2027185 60 57 0.01 %
Worldwide Clinical Trials Holdings Inc(6)First Lien Term LoanL + 4.25%9.02 %12/5/20243,858 3,846 3,824 0.73 %
Worldwide Clinical Trials Holdings Inc (Incremental)(6) (13)First Lien Term LoanL + 4.25%8.64 %12/5/20246,120 6,087 6,067 1.16 %
Total Services: Business262,048 257,967 49.14 %
Services: Consumer
ADPD Holdings, LLC (a/k/a NearU)(6) (9) (13)First Lien Term LoanS + 6.00%10.59 %8/16/20288,314 8,314 8,233 1.56 %
ADPD Holdings, LLC (a/k/a NearU) (Delayed Draw)(9) (11)First Lien Term LoanS + 6.00%10.59 %8/16/2028257 — (3)0.00 %
See Notes to Consolidated Financial Statements
118
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
ADPD Holdings, LLC (a/k/a NearU) (Delayed Draw)(9) (11)First Lien Term LoanS + 6.00%10.59 %8/16/20281,714 — (17)0.00 %
ADPD Holdings, LLC (a/k/a NearU) (Delayed Draw)(9) (11)First Lien Term LoanS + 6.00%10.59 %8/16/20281,714 — (17)0.00 %
All My Sons(6) (13)First Lien Term LoanL + 4.75%9.14 %10/25/20285,318 5,273 5,252 1.00 %
Apex Services Partners, LLC (Delayed Draw) (Incremental)(9)First Lien Term LoanS + 5.50%10.09 %7/31/20255,000 4,999 4,968 0.95 %
Apex Services Partners, LLC (Incremental)(9) (13)First Lien Term LoanS + 5.50%10.09 %7/31/20255,000 4,955 4,968 0.95 %
Excel Fitness(6) (13)First Lien Term LoanS + 5.25%9.84 %4/27/20299,975 9,867 9,483 1.81 %
Fairway LawnsSubordinated DebtN/A8.00% (Cash) 5.00% (PIK)5/17/20292,628 2,549 2,549 0.49 %
Fairway Lawns(11)Subordinated DebtN/A8.00% (Cash) 5.00% (PIK)5/17/20296,171 — (185)(0.04 %)
Liberty Buyer(9) (13)First Lien Term LoanS + 5.75%10.34 %6/15/20283,969 3,932 3,942 0.75 %
Liberty Buyer (Delayed Draw)(9) (11)First Lien Term LoanS + 5.75%10.34 %6/15/2028747 298 293 0.05 %
NJEye LLC(6)First Lien Term LoanS + 4.75%9.53 %9/16/20245,382 5,363 5,247 1.00 %
NJEye LLC (Delayed Draw)(6)First Lien Term LoanS + 4.75%9.53 %9/16/2024705 705 687 0.13 %
NJEye LLC (Delayed Draw)(11)First Lien Term LoanS + 4.75%9.53 %9/16/20242,272 1,774 1,726 0.33 %
North Haven Spartan US Holdco LLC(6)First Lien Term LoanS + 6.25%10.84 %6/6/20252,529 2,526 2,459 0.47 %
North Haven Spartan US Holdco LLC (Delayed Draw)(6)First Lien Term LoanS + 6.25%10.84 %6/6/2025219 219 213 0.04 %
One World Fitness PFF LLC(6)First Lien Term LoanL + 5.25%10.02 %11/26/20253,884 3,885 3,636 0.69 %
Total Services: Consumer54,659 53,434 10.18 %
Sovereign & Public Finance
LMI Consulting, LLC (LMI)(13)First Lien Term LoanS + 6.50%11.09 %7/18/20284,395 4,311 4,254 0.81 %
LMI Consulting, LLC (LMI) (Incremental)(6)First Lien Term LoanS + 6.50%11.09 %7/18/20284,988 4,988 4,828 0.92 %
Total Sovereign & Public Finance9,299 9,082 1.73 %
Telecommunications
BCM One(6) (13)First Lien Term LoanL + 4.50%8.89 %11/17/20276,138 6,138 5,906 1.13 %
BCM One (Delayed Draw)(6) (11)First Lien Term LoanL + 4.50%8.89 %11/17/20271,845 1,775 1,705 0.32 %
See Notes to Consolidated Financial Statements
119
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Corbett Technology Solutions, Inc. ("CTSI")(6) (10) (13)First Lien Term LoanS + 5.00%9.59 %10/29/20275,815 5,766 5,589 1.06 %
Corbett Technology Solutions, Inc. ("CTSI") (Delayed Draw)(6) (10) (13)First Lien Term LoanS + 5.00%9.59 %10/29/20274,085 4,085 3,927 0.75 %
Mobile Communications America, Inc.(6)First Lien Term LoanS + 5.38%9.97 %3/4/20253,856 3,862 3,781 0.72 %
Mobile Communications America, Inc.(13)First Lien Term LoanS + 5.38%9.97 %3/4/20254,313 4,236 4,198 0.80 %
Mobile Communications America, Inc. (Incremental)(6)First Lien Term LoanS + 5.38%9.97 %3/4/2025685 684 672 0.13 %
Momentum Telecom II(6) (9) (13)First Lien Term LoanL + 5.75%10.89 %4/16/202710,157 10,080 9,815 1.87 %
Sapphire Telecom Inc(6) (9)First Lien Term LoanL + 5.25%10.02 %11/20/20256,720 6,683 6,514 1.24 %
Tyto Athene, LLC(6) (13)First Lien Term LoanL + 5.50%10.27 %4/3/20287,568 7,502 6,967 1.33 %
Total Telecommunications50,811 49,074 9.35 %
Transportation: Cargo
FSK Pallet Holding Corp. (DBA Kamps Pallets)(13)First Lien Term LoanL + 5.00%9.77 %12/23/20269,975 9,783 9,781 1.86 %
Kenco Group, Inc.(13)First Lien Term LoanS + 5.50%10.09 %11/15/20298,584 8,415 8,416 1.60 %
Kenco Group, Inc. (Delayed Draw)(11)First Lien Term LoanS + 5.50%10.09 %11/15/20291,416 (28)(28)(0.01 %)
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)(6) (9)First Lien Term LoanS + 6.50%11.09 %5/5/2025260 259 257 0.05 %
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)(9) (13)First Lien Term LoanS + 5.75%10.34 %5/5/2025904 898 889 0.17 %
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)(6) (9)First Lien Term LoanS + 6.25%10.84 %5/5/2025183 181 181 0.03 %
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)(6) (9)First Lien Term LoanS + 6.50%11.09 %5/5/20254,412 4,386 4,363 0.83 %
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)(9) (13)First Lien Term LoanS + 6.25%10.84 %5/5/20251,372 1,347 1,357 0.26 %
SEKO Global LogisticsSubordinated DebtL + 9.00%13.77 %6/30/20275,805 5,715 5,805 1.11 %
SEKO Global LogisticsSubordinated DebtL + 9.00%13.77 %6/30/20274,029 3,962 4,029 0.77 %
SEKO Global Logistics(6)First Lien Term LoanL + 4.75%9.52 %12/30/20261,137 1,128 1,116 0.21 %
SEKO Global Logistics (Delayed Draw) (Incremental)(11)First Lien Term LoanL + 5.00%9.77 %12/30/20264,516 992 910 0.17 %
See Notes to Consolidated Financial Statements
120
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
SEKO Global Logistics (Incremental)(13)First Lien Term LoanL + 5.00%9.77 %12/30/20261,533 1,518 1,505 0.29 %
TI ACQUISITION NC LLC(6)First Lien Term LoanL + 4.50%9.64 %3/19/20272,809 2,732 2,770 0.53 %
Total Transportation: Cargo41,288 41,351 7.87 %
Utilities: Electric
TPC Wire & CableSubordinated DebtN/A10.00% (Cash) 1.00% (PIK)2/16/20282,194 2,170 2,132 0.41 %
TPC Wire & Cable (Delayed Draw)(11)Subordinated DebtN/A10.00% (Cash) 1.00% (PIK)2/16/2028940 776 757 0.14 %
Warrior Acquisition Inc(6)First Lien Term LoanL + 5.25%10.02 %9/15/20261,946 1,925 1,841 0.35 %
Total Utilities: Electric4,871 4,730 0.90 %
Wholesale
ISG Merger Sub, LLC (dba Industrial Service Group)(13)First Lien Term LoanS + 6.25%10.61 %12/7/20286,591 6,459 6,461 1.23 %
ISG Merger Sub, LLC (dba Industrial Service Group) (Delayed Draw)(11)First Lien Term LoanS + 6.25%10.61 %12/7/20283,409 (17)(67)(0.01 %)
Wittichen Supply(6)First Lien Term LoanS + 4.50%9.09 %7/30/20274,992 4,946 4,992 0.95 %
Wittichen SupplySubordinated DebtN/A9.50% (Cash) 1.50% (PIK)7/31/20284,242 4,173 4,242 0.81 %
Wittichen SupplySubordinated DebtN/A12.00% (PIK)7/30/20291,798 1,766 1,798 0.34 %
Wittichen Supply (Delayed Draw)(11)First Lien Term LoanS + 4.50%9.09 %7/31/20282,482 1,974 1,996 0.38 %
Wittichen Supply (Delayed Draw) (Incremental)(11)Subordinated DebtN/A9.00% (Cash) 1.00% (PIK)7/31/20283,360 — — — %
Wittichen Supply (Incremental)Subordinated DebtN/A9.00% (Cash) 1.00% (PIK)7/31/20283,485 3,419 3,485 0.66 %
Total Wholesale22,720 22,907 4.36 %
Total Debt Investments1,207,365 1,173,063 223.46 %
Equity Investments
Automotive
Covercraft(8) (14)Equity InvestmentsN/AN/AN/A1 768 777 0.15 %
S&S Truck Parts(8) (14)Equity InvestmentsN/AN/AN/A— 378 353 0.07 %
S&S Truck Parts(8) (14)Equity InvestmentsN/AN/AN/A79 79 73 0.01 %
Total Automotive1,225 1,203 0.23 %
See Notes to Consolidated Financial Statements
121
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Beverage, Food & Tobacco
Bardstown PPC Holdings LLC(8) (14)Equity InvestmentsN/AN/AN/A15 1,860 1,860 0.36 %
Fresh Edge - Common(8) (14)Class B UnitsN/AN/AN/A1 — — — %
Fresh Edge - Preferred(8) (14)Preferred UnitsN/AN/AN/A1 592 592 0.11 %
Total Beverage, Food & Tobacco2,452 2,452 0.47 %
Capital Equipment
Crete Mechanical Group(8) (14)Equity InvestmentsN/AN/AN/A— 230 326 0.06 %
Precision Surfacing - Common(8) (14)Preferred UnitsN/AN/AN/A3,750 3,750 3,840 0.73 %
Repipe Specialists(8) (14)Equity InvestmentsN/AN/AN/A— 239 216 0.04 %
Total Capital Equipment4,219 4,382 0.83 %
Construction & Building
Erie Construction(8) (14)Equity InvestmentsN/AN/AN/A— 166 585 0.11 %
Gannett Fleming(8) (14)Limited Partnership InterestN/AN/AN/A425 425 425 0.08 %
Total Construction & Building591 1,010 0.19 %
Consumer Goods: Non-durable
FoodScience(8) (14)Equity InvestmentsN/AN/AN/A— 98 41 0.01 %
FoodScience(8) (14)Equity InvestmentsN/AN/AN/A5 5 — — %
Ultima Health Holdings, LLC(8) (14)Preferred UnitsN/AN/AN/A— 170 170 0.03 %
Total Consumer Goods: Non-durable273 211 0.04 %
Containers, Packaging & Glass
Oliver Packaging(8) (14)Class A Common UnitsN/AN/AN/A9 930 975 0.19 %
Specialized Packaging Group(7) (8) (10) (14)Class A Common UnitsN/AN/AN/A148 148 112 0.02 %
Total Containers, Packaging & Glass1,078 1,087 0.21 %
See Notes to Consolidated Financial Statements
122
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Healthcare & Pharmaceuticals
Anne Arundel(8) (14)Equity InvestmentsN/AN/AN/A10 816 629 0.12 %
Total Healthcare & Pharmaceuticals816 629 0.12 %
High Tech Industries
ITSavvy LLC(8) (14)Class A Common UnitsN/AN/AN/A1 522 694 0.13 %
Solve Industrial Motion Group(8) (14)Equity InvestmentsN/AN/AN/A— 313 266 0.05 %
Total High Tech Industries835 960 0.18 %
Services: Business
BroadcastMed Holdco, LLC(8) (14)Preferred UnitsN/AN/AN/A57 853 853 0.16 %
Career Now(8) (14)Equity InvestmentsN/AN/AN/A6 624 720 0.14 %
E78(8) (14)Equity InvestmentsN/AN/AN/A1 523 619 0.12 %
Hasa Inc(8) (14)Equity InvestmentsN/AN/AN/A6 645 1,954 0.37 %
RoadOne - Common(8) (14)Equity InvestmentsN/AN/AN/A1,173 939 1,173 0.22 %
Total Services: Business3,584 5,319 1.01 %
Services: Consumer
ADPD Holdings, LLC (a/k/a NearU)(8) (14)Equity InvestmentsN/AN/AN/A2 243 258 0.05 %
Total Services: Consumer243 258 0.05 %
Sovereign & Public Finance
LMI Renaissance(8) (14)Limited Partnership InterestN/AN/AN/A649 649 1,092 0.21 %
Total Sovereign & Public Finance649 1,092 0.21 %
Transportation: Cargo
SEKO Global Logistics(8) (14)Equity InvestmentsN/AN/AN/A671 332 2,061 0.39 %
Total Transportation: Cargo332 2,061 0.39 %
Wholesale
Wittichen Supply(8) (14)Equity InvestmentsN/AN/AN/A2 1,911 6,649 1.27 %
Total Wholesale1,911 6,649 1.27 %
See Notes to Consolidated Financial Statements
123
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(dollar amounts in thousands, including share data)
Portfolio Company (1) (2)
FootnotesInvestment
Spread Above Reference Rate (3)
Interest Rate (3)
Maturity DatePar AmountAmortized Cost
Fair Value (4)
% of Net Assets (5)
Total Equity Investments18,208 27,313 5.20 %
Cash equivalents(12)17,572 17,572 3.35 %
Total Investments and Cash Equivalents$1,243,145 $1,217,948 232.01 %
_______________
(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"), as well as Secured Overnight Financing Rate ("SOFR" or "S"), which reset monthly or quarterly. For each such investment, the FundCompany has provided the spread over LIBOR and SOFR and the current contractual interest rate in effect at December 31, 2020.2022. As of December 31, 2020,2022, effective rates for 1M L, 2M L, 3M L, and 6M L and 12M L are 0.14%4.39%, 0.19%4.77%,5.14% and 5.48% respectively. As of December 31, 2022, rate for 1M S, 3M S, 6M S, 12M S ("SOFR") are 4.36%, 0.24%4.59%, 4.78%, and 0.26%4.87% 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, 2020.2022. 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). See Note 2 “Significant Accounting Policies – Valuation of Portfolio Investments” and Note 4 "Fair Value Measurements" for more information.
(5)Percentage is based on net assets of $157,641$524,957 as of December 31, 2020.2022.
(6)Denotes that all or a portion of the assets are owned by SPV ICLO-I (as defined in the Notes), which serve as collateral for the 2022 Debt (as defined in the Notes). SPV I has entered into a senior secured revolving credit facility (the “SPV I Financing Facility”)See Note 6 "Secured Debt". The lenders of
(7)This portfolio company is not domiciled in 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.United States. The principal place of business for Pet Holdings ULC and Specialized Packing Group is Canada. The principal place of business for Phaidon International is the United Kingdom. A portfolio company that is not domiciled in the United States is considered a non-qualifying asset under Section 55(a) of the 1940 Act.
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, 2020,2022, the Company held fourtwenty-eight restricted securities with an aggregate fair value of $2,083,$27,313, or 1.3%5.20% 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, October 22, 2021 and February 9, 2022, SEKO Global Logistics - December 30, 2020.2020, FoodScience - March 1, 2021, Solve Industrial Motion Group - June 30, 2021, Wittichen Supply - July 27, 2021, Erie Construction - July 30, 2021, Career Now - September 30, 2021, Covercraft - August 20, 2021, E78 - December 1, 2021, S&S Truck Parts - March 31, 2022 and August 1, 2022, Repipe Specialists - March 31, 2022, Crete Mechanical Group - May 19, 2022, LMI Renaissance - June 30, 2022, Oliver Packaging - July 12, 2022, Bardstown PPC Holdings LLC - July 13, 2022, ITSavy LLC - August 8, 2022, ADPD Holdings,LLC (a/k/a NearU) August 11, 2022 and Ultima Health Holdings LLC - September 12,2022, Gennett Fleming- December 20,2022, BroadcastMedHoldco, LLC - October 4, 2022 , Fresh Edge-Preferred- October 3,2022, Fresh Edge-Common- October 3, 2022 , RoadOne- Common- December 29, 2022.
(9)Investment is a unitranche position.
(10)The investment is treatedconsidered 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, 2020,2022, total non-qualifying assets at fair value represented 3.0%2.77% of the Company's total assets calculated in accordance with the 1940 Act.
(11)Position or portion thereof is an unfunded loan commitment, and no interest is being earned.earned on the unfunded portion. See Note 7 "Commitments and Contingencies". The investment may be subject to an unused/letter of credit facility fee.unused commitment fees.
(12)Cash equivalents balance represents amounts held in an interest-bearing money market fundfunds issued by U.S. Bank National Association.
(13)Denotes that all or a portion of the assets are owned by SPV II andand/or SPV III (as(each as defined in the Notes). SPV II has entered into a senior secured revolving credit facility (the “SPV II“SMBC Financing Facility”). The lenders of the SPV IISMBC Financing Facility have a first lien security interest in substantially all of the assets of SPV II. Accordingly, such assets are not available to other 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)
FootnotesInvestment
Spread Above Reference Rate (4)
Interest Rate (4)
Maturity DatePar AmountAmortized Cost
Fair Value (5)
% of Net Assets (6)
Investments
Debt Investments - 270.0%
Aerospace & Defense
MAG DS CorpFirst Lien Term LoanL + 4.75%6.55 %6/6/2025$3,960 $3,928 $3,905 5.9 %
Novaria Holdings LLCFirst Lien Term LoanL + 4.75%6.55 %12/19/20244,392 4,363 4,392 6.6 %
Total Aerospace & Defense8,291 8,297 12.5 %
Automotive
PAI Holdco IncFirst Lien Term LoanL + 4.25%6.19 %1/25/20253,433 3,417 3,413 5.2 %
TailWind Randys LLC(10)First Lien Term LoanL + 5.50%7.44 %5/16/20253,317 3,286 3,292 5.0 %
TailWind Randys LLC (Delayed Draw)(10)First Lien Term LoanL + 5.50%7.44 %5/16/2025667 166 162 0.2 %
Total Automotive6,869 6,867 10.4 %
Banking, Finance, Insurance, Real Estate
Bankruptcy Management Solutions IncFirst Lien Term LoanL + 4.50%6.30 %2/28/20253,970 3,935 3,990 6.0 %
Minotaur Acquisition IncFirst Lien Term LoanL + 5.00%6.80 %3/27/20264,963 4,872 4,895 7.4 %
Northern Star Industries IncFirst Lien Term LoanL + 4.50%6.56 %3/28/20252,312 2,294 2,295 3.4 %
Payment Alliance International IncFirst Lien Term LoanL + 5.25%6.25 %1/31/20256,737 6,679 6,728 10.2 %
Total Banking, Finance, Insurance, Real Estate17,780 17,908 27.0 %
Beverage, Food & Tobacco
KSLB Holdings LLCFirst Lien Term LoanL + 4.50%6.20 %7/30/20252,970 2,946 2,928 4.4 %
Total Beverage, Food & Tobacco2,946 2,928 4.4 %
Capital Equipment
Blackbird Purchaser IncFirst Lien Term LoanL + 4.50%6.44 %4/8/20263,176 3,147 3,134 4.7 %
Blackbird Purchaser Inc (Delayed Draw)First Lien Term LoanL + 4.50%6.44 %4/8/2026799 152 148 0.2 %
MSHC IncFirst Lien Term LoanL + 4.25%6.05 %12/31/2024893 888 899 1.4 %
Total Capital Equipment4,187 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)
FootnotesInvestment
Spread Above Reference Rate (4)
Interest Rate (4)
Maturity DatePar AmountAmortized Cost
Fair Value (5)
% of Net Assets (6)
Chemicals, Plastics, & Rubber
Boulder Scientific Company LLCFirst Lien Term LoanL + 4.50%6.60 %12/29/20252,438 2,415 2,447 3.7 %
Total Chemicals, Plastics, & Rubber2,415 2,447 3.7 %
Construction & Building
SPI LLCFirst Lien Term LoanL + 5.00%6.80 %11/1/20234,356 4,320 4,380 6.6 %
Total Construction & Building4,320 4,380 6.6 %
Consumer Goods: Durable
EagleTree-Carbide Acquisition CorpFirst Lien Term LoanL + 4.25%6.19 %8/28/20242,941 2,932 2,909 4.4 %
Fetch Acquisition LLC(10)First Lien Term LoanL + 4.50%6.44 %5/22/20243,956 3,955 3,902 5.9 %
Halo Buyer IncFirst Lien Term LoanL + 4.50%6.30 %6/30/20255,910 5,877 5,824 8.8 %
Total Consumer Goods: Durable12,764 12,635 19.1 %
Consumer Goods: Non-durable
Badger Sportswear Acquisition IncFirst Lien Term LoanL + 5.00%6.80 %9/11/20233,912 3,905 3,811 5.8 %
Kramer Laboratories IncFirst Lien Term LoanL + 5.50%7.44 %6/22/20242,955 2,932 2,913 4.4 %
North Haven Spartan US Holdco LLCFirst Lien Term LoanL + 5.00%6.89 %6/6/20252,608 2,584 2,600 3.9 %
North Haven Spartan US Holdco LLC (Delayed Draw)First Lien Term LoanL + 5.00%6.91 %6/6/20251,379 151 147 0.2 %
One World Fitness PFF LLCFirst Lien Term LoanL + 4.75%6.55 %11/26/20253,979 3,954 3,977 6.0 %
Total Consumer Goods: Non-durable13,526 13,448 20.3 %
Containers, Packaging & Glass
Brook & Whittle Holding Corp(10)First Lien Term LoanL + 5.25%7.14 %10/17/20242,744 2,722 2,729 4.1 %
Good2Grow LLCFirst Lien Term LoanL + 4.25%6.19 %11/16/20243,580 3,550 3,584 5.4 %
Resource Label Group LLCFirst Lien Term LoanL + 4.50%6.60 %5/26/20232,970 2,946 2,912 4.4 %
Total Containers, Packaging & Glass9,218 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)
FootnotesInvestment
Spread Above Reference Rate (4)
Interest Rate (4)
Maturity DatePar AmountAmortized Cost
Fair Value (5)
% of Net Assets (6)
Energy: Electricity
Brave Parent Holdings Inc(10)First Lien Term LoanL + 4.00%5.93 %4/18/2025906 904 876 1.3 %
Total Energy: Electricity904 876 1.3 %
Healthcare & Pharmaceuticals
Radiology Partners Inc(10)First Lien Term LoanL + 4.75%6.67 %7/9/20254,447 4,417 4,498 6.8 %
Unified Physician Management LLCFirst Lien Term LoanL + 4.50%6.30 %11/21/20231,274 1,262 1,259 1.9 %
Unified Physician Management LLC (Delayed Draw)First Lien Term LoanL + 4.50%6.30 %11/21/20232,719 2,264 2,255 3.4 %
Total Healthcare & Pharmaceuticals7,943 8,012 12.1 %
High Tech Industries
Brillio LLCFirst Lien Term LoanL + 4.75%6.55 %2/6/20252,985 2,959 2,987 4.5 %
Brillio LLC (Delayed Draw)(8)First Lien Term LoanL + 4.75%— %2/6/20251,000 — — — %
Diligent Corporation(10)First Lien Term LoanL + 5.50%7.56 %4/14/20224,659 4,644 4,633 7.0 %
Diligent Corporation (Delayed Draw)(10)First Lien Term LoanL + 5.50%7.56 %4/14/2022123 123 122 0.2 %
Diligent Corporation (Delayed Draw)(10)First Lien Term LoanL + 5.50%7.56 %4/14/2022349 348 347 0.5 %
E2Open LLC(10)First Lien Term LoanL + 5.75%7.66 %11/26/20243,990 3,953 3,941 6.0 %
Lion Merger Sub, Inc(10)First Lien Term LoanL + 5.25%7.15 %12/17/20256,930 6,870 6,836 10.3 %
MBS Holdings IncFirst Lien Term LoanL + 4.25%6.05 %7/2/20236,403 6,379 6,404 9.7 %
North Haven CS Acquisition IncFirst Lien Term LoanL + 5.25%7.68 %1/23/20256,947 6,887 6,943 10.5 %
Saba Software Inc(10)First Lien Term LoanL + 4.50%6.30 %5/1/20236,629 6,614 6,555 9.9 %
Velocity Technology Solutions Inc(10)First Lien Term LoanL + 6.00%7.94 %12/7/20233,970 3,949 3,916 5.9 %
Total High Tech Industries42,726 42,684 64.5 %
Retail
Pet Holdings ULC(7)First Lien Term LoanL + 5.50%7.60 %7/5/20222,647 2,623 2,641 4.0 %
Pet Holdings ULC (Delayed Draw)(7)First Lien Term LoanL + 5.50%7.60 %7/5/2022298 296 298 0.5 %
Pet Supplies Plus LLCFirst Lien Term LoanL + 4.50%6.24 %12/12/20245,950 5,900 5,942 9.0 %
Total Retail8,819 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)
FootnotesInvestment
Spread Above Reference Rate (4)
Interest Rate (4)
Maturity DatePar AmountAmortized Cost
Fair Value (5)
% of Net Assets (6)
Road and Rail
GlobalTranz Enterprises LLCFirst Lien Term LoanL + 5.00%6.79 %5/15/20262,279 2,236 2,210 3.3 %
Total Road and Rail2,236 2,210 3.3 %
Services: Business
Eliassen Group LLCFirst Lien Term LoanL + 4.50%6.30 %11/5/20243,626 3,610 3,611 5.5 %
LSCS Holdings IncFirst Lien Term LoanL + 4.25%6.19 %3/16/20251,824 1,818 1,803 2.7 %
LSCS Holdings Inc (Delayed Draw)First Lien Term LoanL + 4.25%6.31 %3/16/2025428 427 423 0.6 %
Output Services Group IncFirst Lien Term LoanL + 4.50%6.30 %3/27/20243,952 3,939 3,903 5.9 %
Output Services Group Inc (Delayed Draw)(8)First Lien Term LoanL + 4.50%— %3/27/202424 — — — %
Worldwide Clinical Trials Holdings IncFirst Lien Term LoanL + 4.50%6.30 %12/5/20243,980 3,961 3,947 6.0 %
Total Services: Business13,755 13,687 20.7 %
Services: Consumer
NJEye LLCFirst Lien Term LoanL + 4.50%6.30 %9/17/20242,091 2,074 2,080 3.1 %
NJEye LLC (Delayed Draw)First Lien Term LoanL + 4.50%6.42 %9/16/2024882 524 527 0.8 %
Total Services: Consumer2,598 2,607 3.9 %
Telecommunications
Ensono LPFirst Lien Term LoanL + 5.25%7.05 %6/27/20252,462 2,444 2,450 3.7 %
Mobile Communications America IncFirst Lien Term LoanL + 4.25%6.21 %3/4/20253,976 3,958 3,989 6.0 %
Sapphire Telecom Inc(10)First Lien Term LoanL + 5.25%7.27 %11/20/20256,930 6,871 6,859 10.4 %
Total Telecommunications13,273 13,298 20.1 %
Transportation: Cargo
ENC Holding CorporationFirst Lien Term LoanL + 4.00%5.94 %5/30/20254,193 4,184 4,209 6.4 %
Total Transportation: Cargo4,184 4,209 6.4 %
Total Debt Investments178,754 178,780 270.0 %
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 IIII has entered into a senior secured revolving credit facility (the “Financing“Wells Fargo Financing Facility”). The lenders of the Wells Fargo Financing Facility have a first lien security interest in substantially all of the assets of SPV I.III. Accordingly, such assets are not available to other creditors of the Company.
(14)Equity investments are non-income producing securities unless otherwise noted.
See Notes to Consolidated Financial Statements
90124
NUVEEN CHURCHILL DIRECT LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 20192022
(dollarsdollar amounts in thousands)

thousands, including share data)
(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(15)Investments valued using unobservableobservable inputs (Level 3)2). See Note 2 “Significant Accounting Policies – Valuation of Portfolio Investments” and Note 3 "Fair Value Measurements" for more information.
(6)Percentage is based(16)Loan was on net assets of $66,211non-accrual status as of December 31, 2019.2022.
(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
91125
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(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 has elected, and intends to electqualify annually thereafter, to be treated for U.S. federal income tax purposes 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(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”), leavingwith SPV I as the surviving entity (the “Merger”). On May 20, 2022, SPV I iscompleted a Delaware limited liability company that was formed on November 13, 2019. SPV I had no assets or operations priorterm debt securitization and, in connection therewith, changed its name 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 Churchill NCDLC CLO-I, LLC (“CLO-I”). See Note 26., Secured Debt.
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$10 million to $100.0$250 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Company primarily focuses on privately originated debt to performinginvesting in U.S. middle market companies with a$10 million to $100 million in EBITDA, which it considers the core middle market. The Company's portfolio expected to compriseis comprised primarily of first-lien senior secured debt and unitranche loans (other than last-out positions in unitranche loans) (collectively “Senior Loans”). Theloans. Although it is not the Company's primary strategy, the Company also opportunistically invests in junior capital opportunities, (second-lienincluding second-lien loans, subordinated debt, last-out positions in unitranche loans and equity co-investments and similar equity-related securities) (collectively “Junior Capital Investments”).securities.
The Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with Churchill DLC Advisor LLC (f/k/a Nuveen Churchill Advisors LLCLLC) (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, Churchill BDC Administration LLC (f/k/a Nuveen Churchill Administration LLCLLC) (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”). See Note 5, Related Party Transactions.
Nuveen Churchill BDC SPV II, LLC (“SPV II”) and Nuveen Churchill BDC SPV III, LLC ("SPV III") are Delaware limited liability companies that were each formed on March 19, 2020 and commenced operations on September 21, 2020, the date of their first investment transaction. On December 7, 2023, SPV II completed a term debt securitization and, in connection therewith, changed its name to Churchill NCDLC CLO-II, LLC (“CLO-II”). See Note 6, Secured Debt. Nuveen Churchill BDC SPV IV, LLC (“SPV IV”) was formed on August 25, 2023. SPV III and SPV IIIIV primarily invest in Senior Loans.first-lien senior secured debt and unitranche loans. NCDL Equity Holdings LLC ("NCDL Equity Holdings") was formed on June 13, 2022 and commenced operations on October 5, 2022, the date of its first investment transaction. NCDL Equity Holdings was formed to hold certain equity-related securities. CLO-I, CLO-II, SPV IIIII, SPV IV and SPV IIINCDL Equity Holdings 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.
Beginning with its initial closing in March 2020, the Company conducted private offerings of its shares of common stock to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). As of December 31, 2023, as a result of these private offerings, the Company had received aggregate capital commitments totaling $906.4 million ($142.4 million remained undrawn), of which $100.0 million ($15.7 million remaining undrawn) were from TIAA. Subsequent to fiscal year ended December 31, 2023, the Company issued shares pursuant to its final drawdown notice and closed its initial public offering ("IPO"). See Note 11, Subsequent Events, for more information.
92126
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.

2.2. 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 (“USU.S. GAAP”). The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board ("FASB"(“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. USU.S. 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.value, unless otherwise disclosed within.
Use of Estimates
The preparation of consolidated financial statements in conformity with USU.S. 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 IIII based on the terms of the SPV IWells Fargo Financing Facility (as defined below) (refer to in Note 56) below). 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-tradedpublicly traded instruments are classified as Level 1 and their values are generally based on quoted market prices, even if both 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.
127
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)

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 investit invests and that fair value for its investments must be determined using unobservable inputs.
Pursuant to Rule 2a-5 under the 1940 Act, the Company's board of directors (the “Board”) has designated the Adviser as the Company's valuation designee (the “Valuation Designee”) to determine the fair value of the Company's investments that do not have readily available market quotations, which became effective beginning with the fiscal quarter ended March 31, 2023. Pursuant to the Company's valuation policy approved by the Board, a valuation committee comprised of employees of the Adviser (the “Valuation Committee”) is responsible for determining the fair value of the Company’s assets for which market quotations are not readily available, subject to the oversight of the Board.
With respect to investments for which market quotations are not readily available (Level 3), the Valuation Designee, subject to the oversight of the Board as described below, defined further below in Note 45, 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 either 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 morean independent third-party valuation firmsfirm;
ii.to the extent that an independent third-party valuation firm has not been engaged by, or on behalf of, the BoardCompany to value 100% of the portfolio, then at a minimum, an independent third-party valuation firm will be engaged by, or on behalf of, the Company will 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)basis and each watch-list investment will be reviewed each quarter), including a review of management’s preliminary valuation and recommendation of fair value;
iv.iii.the audit committee of the Board (the "Audit Committee")Valuation Committee then 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 with any input, where appropriate, from the independent third-party valuation firm(s), and determinesdetermine the fair value of each investment in our portfolio in good faith based on the inputCompany’s valuation policy, subject to the oversight of the applicable Investment Team,Board; and where appropriate,
iv.the respective independentValuation Designee provides the Board with the information relating to the fair value determination pursuant to the Company’s valuation firm(s)policy in connection with each quarterly Board meeting, comply with the periodic board reporting requirements set forth in the Company’s valuation policy, and discuss with the Audit Committee.Board its determination of the fair value of each investment in good faith.
The BoardValuation Designee 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 BoardValuation Designee as part of the valuation of investments include each portfolio company's credit ratings/risk, the portfolio company's current and projected earnings, current and expected leverage, ability to make interest and principal payments, liquidity, compliance with applicable loan covenants, and price to earnings (or other financial) ratios and those of comparable companies, as well as 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 BoardValuation Designee may also base its valuation of an investment on recent investments and securities with similar structure and risk characteristics. The Sub-AdviserValuation Designee obtains market data from its ongoing investment purchase efforts, in addition to monitoring transactions that have closed andor are announceddiscussed 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 valuevalues assigned to these investments isare based uponon available information and may fluctuate from period to period. In addition, it doessuch values do 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.
128
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)

The Board is responsible for overseeing the Valuation Designee’s process for determining the fair value of the Company’s assets for which market quotations are not readily available, taking into account the Company’s valuation risks. To facilitate the Board’s oversight of the valuation process, the Valuation Designee provides the Board with quarterly reports, annual reports, and prompt reporting of material matters affecting the Valuation Designee’s determination of fair value. As part of the Board’s oversight role, the Board may request and review additional information to be informed of the Valuation Designee’s process for determining the fair value of the Company's investments.
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 or losses are measured by the difference between the net proceeds received and losses onthe amortized cost basis of the investment transactions are determined on ausing the specific identification basismethod without regard to unrealized appreciation or depreciation previously recognized 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)

investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.
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,
The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) income 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. This non-cash source of income is included when determining what must be paid out to shareholders in the form of distributions in order for the Company to maintain its tax treatment as a RIC, even though the Company has not yet collected cash. As of December 31, 2023 and December 31, 2022, the fair value of the loans in the portfolio with PIK income provisions was $131,798 and $58,656, respectively, which represents approximately 8.03% and 4.89% of total investments at fair value, respectively. For the the years ended December 31, 2023, 2022, and 2021 the Company earned $3,644, $789, and $113 respectively, in PIK income provisions.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. For the years ended December 31, 2023, 2022, and 2021, the Company earned $101, $225, and $213 respectively, of dividend income on its equity investments.
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 ended December 31, 2023, 2022, and 2021 the Company earned other income of $1,143 and $1,571, and $1,062 respectively,primarily related to prepayment and amendment fees.
Loans are generally placed on non-accrual status 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 thepayments. 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 offwritten-off when it becomes probable that the interest will not be collected and the amount of uncollectible interest can be reasonably estimated. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. As of December 31, 2020 and 2019,2023, 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.non-accrual. As of December 31, 2020,2022, the fair value of the loans in the portfolio with PIK provisionsloan on non-accrual status was $9,591,$8,898, which represents approximately 2.86%0.74%, 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 costsas a direct deduction from the related liability 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
129
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)


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.statements and offering materials. 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, 20192023, 2022, and 2018,2021 and the Company incurred offering costs of $77, $0$23, $82, and $0, respectively, were incurred.

$68 respectively.
Income Taxes
For U.S. federal income tax purposes, the Company has elected, and intends to electqualify annually, 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.Code. 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 capital 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% U.S. 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 endingended 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 at corporate rates 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 incomeICTI 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,CLO-I, SPV II, SPV III and SPV IIIIV are disregarded entities for tax purposes and are consolidated with the tax return of the Company. NCDL Equity Holdings has elected to be classified as a corporation for U.S. federal income tax purposes. All penalties and interest associated with income taxes, if any, are included in income tax expense. For the year ended December 31, 2023, the Company incurred $6 of excise tax expense. The Company did not incur any excise tax expense for the years ended December 31, 20202022 and 2019, the Company incurred $0 and $4, respectively, in excise tax expense.2021.
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 to common shareholders 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,the foregoing, 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.
Functional Currency
The functional currency of the Company is the U.S. Dollar and all transactions were in U.S. Dollars.


97
130
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)


Functional Currency3. INVESTMENTS
The functional currencyAs of December 31, 2023 and December 31, 2022, our investments consisted of the Company is the U.S. Dollar and all transactions werefollowing (dollar amounts in U.S. Dollars.thousands):
Recent Accounting Standards Updates
December 31, 2023December 31, 2022
Amortized CostFair Value% of Fair ValueAmortized CostFair Value% of Fair Value
First-Lien Term Loans$1,450,120 $1,427,492 86.95 %$1,071,012 $1,039,820 86.62 %
Subordinated Debt1
$190,454 $183,387 11.17 %136,353 133,243 11.10 %
Equity Investments$25,595 $30,807 1.88 %18,208 27,313 2.28 %
Total$1,666,169 $1,641,686 100.00 %$1,225,573 $1,200,376 100.00 %
The FASB issued Accounting Standards Update (“ASU”) ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement in August 2018, which modifies disclosure requirements pertaining to fair value measurement1As 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 Reporting 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 Company2023, Subordinated Debt is currently evaluating the impactcomprised of adopting ASU 2020-04.

SEC Disclosure Updatesecond lien term loans and/or second lien notes of $97,203, mezzanine debt of $83,528 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$2,656 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 determiningstructured debt at fair value and the accountingsecond lien term loans and/or second lien notes of $100,711, mezzanine debt of $86,495 and auditing3,247 of fund investments. Rule 2a-5structured debt at amortized cost.
As of December 31, 2022, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $87,224$, mezzanine debt of $43,331 and Rule 31a-4 will become effective 60 days after publication in the Federal Register,$2,688 of structured debt at fair value and will havesecond lien term loans and/or second lien notes of $89,070, mezzanine debt of $44,445 and $2,838 of structured debt at amortized cost.

The industry composition of our portfolio as a compliance date 18 months following the effective date. A fund may voluntarily comply with the rules after the effective date,percentage of fair value as of December 31, 2023 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.December 31, 2022 was as follows:

IndustryDecember 31, 2023December 31, 2022
Aerospace & Defense3.13 %2.76 %
Automotive4.95 %6.14 %
Banking, Finance, Insurance, Real Estate3.95 %4.44 %
Beverage, Food & Tobacco7.76 %6.40 %
Capital Equipment4.21 %4.14 %
Chemicals, Plastics, & Rubber2.29 %2.88 %
Construction & Building3.90 %2.65 %
Consumer Goods: Durable1.51 %1.91 %
Consumer Goods: Non-durable3.31 %4.01 %
Containers, Packaging & Glass3.97 %3.80 %
Energy: Electricity1.75 %— %
Environmental Industries2.73 %1.65 %
Healthcare & Pharmaceuticals12.72 %9.21 %
High Tech Industries8.97 %9.14 %
Media: Advertising, Printing & Publishing1.12 %1.25 %
Media: Diversified & Production0.96 %1.35 %
Retail0.35 %0.47 %
Services: Business18.43 %21.92 %
Services: Consumer4.86 %4.47 %
Sovereign & Public Finance0.65 %0.85 %
Telecommunications3.17 %4.09 %
Transportation: Cargo3.20 %3.62 %
Transportation: Consumer0.13 %— %
Utilities: Electric0.89 %0.39 %
Wholesale1.09 %2.46 %
Total100.00 %100.00 %












98131
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)


3.The geographic composition of investments at cost and fair value was as follows:
December 31, 2023
CostFair Value% of Total Investments at Fair ValueFair Value as % of Net Assets
USA1,613,815 1,589,384 96.82 %212.52 %
Canada38,462 38,292 2.33 %5.12 %
United Kingdom13,892 14,010 0.85 %1.87 %
1,666,169 1,641,686 100.00 %219.51 %

December 31, 2022
CostFair Value% of Total Investments at Fair ValueFair Value as % of Net Assets
USA1,200,277 1,175,145 97.90 %223.86 %
Canada10,441 10,411 0.87 %1.98 %
United Kingdom14,855 14,820 1.23 %2.82 %
1,225,573 1,200,376 100.00 %228.66 %
As of December 31, 2023 and December 31, 2022, on a fair value basis, 94.61% and 95.42%, respectively, of the Fund’s debt investments bore interest at a floating rate and 5.39% and 4.58%, respectively, of the Fund’s debt investments bore interest at a fixed rate.
4. 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, 20202023 and 2019,December 31, 2022, according to the fair value hierarchy:
As of December 31, 2020Level 1Level 2Level 3Total
As of December 31, 2023As of December 31, 2023Level 1Level 2Level 3Total
Assets:Assets:
First Lien Term LoansFirst Lien Term Loans$— $— $323,427 $323,427 
Subordinated Debt— — 9,749 9,749 
First Lien Term Loans
First Lien Term Loans
Subordinated Debt 1
Equity InvestmentsEquity Investments— — 2,083 2,083 
Cash EquivalentsCash Equivalents12,531 — — 12,531 
TotalTotal$12,531 $— $335,259 $347,790 
As of December 31, 2019Level 1Level 2Level 3Total
Assets:
First Lien Term Loans$— $— $178,780 $178,780 
Total$— $— $178,780 $178,780 
_____________________
The following tables provide a reconciliation1Subordinated Debt is further comprised of the beginningsecond lien term loans and/or second lien notes of $97,203, mezzanine debt of $83,528 and ending balances for investments that use Level 3 inputs as$2,656 of December 31, 2020structured debt.

As of December 31, 2022Level 1Level 2Level 3Total
Assets:
First Lien Term Loans$— $22,964 $1,016,856 $1,039,820 
Subordinated Debt 1
— — 133,243 133,243 
Equity Investments— — 27,313 27,313 
Cash Equivalents17,572 — — 17,572 
Total$17,572 $22,964 $1,177,412 $1,217,948 
_____________________
1Subordinated Debt is further comprised of second lien term loans and/or second lien notes of $87,224, mezzanine debt of $43,331 and 2019:
First Lien Term LoansSubordinated DebtEquity InvestmentsTotal
Balance as of December 31, 2019$178,780 $— $— $178,780 
Purchase of investments199,411 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, net274 4 — 278 
Net realized gain (loss) on investments409 — — 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)
$2,688 of structured debt.
99132
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 investments107,122 
Proceeds from principal repayments and sales of investments(91,273)
Amortization of premium/accretion of discount, net214 
Net realized gain (loss) on investments490 
Net change in unrealized appreciation (depreciation) on investments378 
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 


AsThe following tables provide a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the years ended December 31, 20202023 and 2019, there were no2022:
First Lien Term LoansSubordinated DebtEquity InvestmentsTotal
Balance as of December 31, 2022$1,016,856 $133,243 $27,313 $1,177,412 
Purchase of investments513,487 65,296 9,110 587,893 
Proceeds from principal repayments and sales of investments(118,469)(14,915)(8,667)(142,051)
Payment-in-kind interest221 3,047 — 3,268 
Amortization of premium/accretion of discount, net1,386 426 833 2,645 
Net realized gain (loss) on investments(14,339)238 6,112 (7,989)
Net change in unrealized appreciation (depreciation) on investments8,871 (4,191)(3,894)786 
Transfers out of Level 3 (1)
(23,350)(8,448)— (31,798)
Transfers to Level 3 (1)
8,348 — — 8,348 
Balance as of December 31, 2023$1,393,011 $174,696 $30,807 $1,598,514 
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of December 31, 2023$364 $(4,167)$2,154 $(1,649)
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the year ended December 31, 2023, transfers into or outLevel 3 from Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.
First Lien Term LoansSubordinated DebtEquity InvestmentsTotal
Balance as of December 31, 2021$677,380 $74,001 $8,133 $759,514 
Purchase of investments421,363 58,003 12,257 491,623 
Proceeds from principal repayments and sales of investments(44,866)(4,131)— (48,997)
Payment-in-kind interest51 738 — 789 
Amortization of premium/accretion of discount, net1,407 324 — 1,731 
Net realized gain (loss) on investments(340)78 — (262)
Net change in unrealized appreciation (depreciation) on investments(28,184)(3,813)6,923 (25,074)
Transfers out of Level 3 (1)
(9,955)— — (9,955)
Transfers to Level 3 (1)
— 8,043 — 8,043 
Balance as of December 31, 2022$1,016,856 $133,243 $27,313 $1,177,412 
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of December 31, 2022$(28,852)$(3,836)$6,923 $(25,765)
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the year ended December 31, 2022, transfers into Level 3.3 from Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.
133
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)

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, 20202023 and 2019December 31, 2022 were as follows:
Investment TypeInvestment TypeFair Value at December 31, 2020Valuation TechniquesUnobservable InputsRangesWeighted AverageInvestment TypeFair Value at December 31, 2023Valuation TechniquesUnobservable InputsRangesWeighted Average
First Lien Term LoansFirst Lien Term Loans$200,067 Market Yield AnalysisMarket Yield Discount Rates4.5 %7.6 %6.5 %First Lien Term Loans$1,192,190 Yield MethodYield MethodMarket Yield Discount Rates6.13 %18.73 %10.63 %
Credit PerformanceCredit Performance Discount Rates3.0 %22.1 %7.5 %
Recent TransactionsTransaction Price92.0 98.8 97.4 
First Lien Term LoansFirst Lien Term Loans19,519 Market ApproachEBITDA Multiple6.50x9.25x7.21x
First Lien Term LoansFirst Lien Term Loans123,360 Recent TransactionsTransaction Price98.1 100.0 98.9 First Lien Term Loans181,302 Recent TransactionsRecent TransactionsTransaction Price59.50100.0097.52
Subordinated DebtSubordinated Debt1,956 Market Yield AnalysisMarket Yield Discount Rates13.0 %13.0 %13.0 %Subordinated Debt162,646 Yield MethodYield MethodMarket Yield Discount Rates9.70 %24.91 %14.44 %
Subordinated DebtSubordinated Debt7,793 Recent TransactionsTransaction Price98.0 98.1 98.0 Subordinated Debt12,050 Recent TransactionRecent TransactionTransaction Price84.7598.0189.53
EquityEquity645 Enterprise ValueEBITDA Multiple8.6x8.6x8.6xEquity158 Yield MethodYield MethodMarket Yield Discount Rates8.36 %8.36 %8.36 %
EquityEquity1,438 Recent TransactionsTransaction Price1.0 1.0 1.0 Equity29,390 Market ApproachMarket ApproachEBITDA Multiple6.50x19.50x10.96x
EquityEquity2 Market ApproachBlended EBITDA Multiple13.25x
Blended Revenue MultipleBlended Revenue Multiple1.40x
TotalTotal$335,259 

Equity investments in the amount of $1,257 at December 31, 2023 have been excluded from the table above as the investments are valued using a recent transaction.
Investment TypeInvestment TypeFair Value at December 31, 2019Valuation TechniquesUnobservable InputsRangesWeighted AverageInvestment TypeFair Value at December 31, 2022Valuation TechniquesUnobservable InputsRangesWeighted Average
First Lien Term LoansFirst Lien Term Loans$178,780 Market Yield AnalysisMarket Yield Discount Rates5.4 %9.0 %7.3 %First Lien Term Loans$943,976 Yield MethodYield MethodMarket Yield Discount Rates8.00 %20.73 %10.64 %
Credit PerformanceCredit Performance Discount Rates4.2 %9.3 %6.6 %
Recent Transactions93.5 100.1 98.2 
First Lien Term LoanFirst Lien Term Loan8,898 Recovery AnalysisRecovery Value60.20
First Lien Term LoansFirst Lien Term Loans63,982 Recent TransactionsTransaction Price98.01100.0098.23
Subordinated DebtSubordinated Debt107,500 Yield MethodMarket Yield Discount Rates11.72 %17.40 %13.19 %
Subordinated DebtSubordinated Debt25,743 Recent TransactionsTransaction Price97.00100.0098.40
EquityEquity15,667 Enterprise ValueEBITDA Multiple6.50x19.50x7.78x
TotalTotal$178,780 
Equity investments in the amount of $11,646 at December 31, 2022 have been excluded from the table above as the investments are valued using a recent transaction.
Debt investments are generally valued using a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure. A recent market trade, if applicable, will also be factored into the valuation.
Equity investments are generally valued using a market approach, which utilizes market value multiples (EBITDA or revenue) of publicly traded comparable companies and available precedent sales transactions of comparable companies. The selected multiple is used to estimate the enterprise value of the underlying investment.

The significant unobservable input used in the yield method is a discount rate based on comparable market yields. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The significant unobservable input used in the market approach is the performance multiple, which may include a revenue multiple, EBITDA multiple, or forward-looking metrics. The multiple is used to estimate the enterprise value of the underlying investment. An increase or decrease in the multiple would result in an increase or decrease, respectively, in the fair value. A recent transaction, if applicable, may also be factored into the valuation if the transaction price is believed to be an indicator of value.
100134
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)


Unobservable inputsAlternative valuation methodologies may be used in the fair value measurement ofas deemed appropriate for debt or equity investments, and may 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 thatbut are not limited 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.income analysis, or liquidation (recovery) analysis.
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)
Financial Instruments disclosed but not carried at fair value
The fair value measurements. Significant decreases in comparable EBITDA multiples may result in a lowerof the Company's credit facilities, which would be categorized as Level 3 within the fair value measurement.hierarchy approximates their carrying values. These fair value measurements were based on significant inputs not observable and thus represent Level 3 measurements. The fair value of the 2022 Notes and 2023 Notes (as defined in Note 6) was based on market quotations(s) received from broker/dealer(s). These fair value measurements were based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and thus represent Level 2 measurements. The carrying value and fair value of the Company’s debt obligations were as follows:

December 31, 2023December 31, 2022
Carrying Value (1)
Fair Value
Carrying Value (1)
Fair Value
Wells Fargo Financing Facility (1)
$231,000 $231,000 $111,300 $111,300 
SMBC Financing Facility (1)
37,377 37,377 252,147 252,147 
Revolving Credit Facility126,500 126,500 — — 
2022 Debt342,000 338,345 342,000 328,705 
2023 Debt215,000 213,976 — — 
Total$951,877 $947,198 $705,447 $692,152 
_______________
(1)Carrying value on the consolidated statements of assets and liabilities are net of deferred financing costs.

4.5. 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 Agreementinvestment advisory agreement with the Adviser. The Company’s Board, including a majorityall of the directors who are not “interested persons” as(as defined in the 1940 ActAct) of the Company (the “Independent Directors”), has approved the Investment Advisory Agreementinvestment advisory agreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, the 1940 Act. Subsequent to fiscal year ended December 31, 2023, the Company entered into an amended and restated investment advisory agreement that became effective on January 29, 2024 upon consummation of the IPO. See Note 11, Subsequent Events, for more information. The information below reflects the terms of the investment advisory agreement in effect as of December 31, 2023.
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.Churchill, which was subsequently amended and restated on December 11, 2020, October 7, 2021 and March 8, 2022. The Company’s Board, including a majorityall 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 managemanages 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.investment advisory agreement.
Unless terminated earlier as described below, eachEach Advisory Agreement will remainremained in effect for aan initial period of two years from December 31, 2019 and will remain in effect on a year-to-year basis thereafter if approved annually either 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. EachMost recently, on October 27, 2023, the Board, including all of the Independent Directors, approved the renewal of each Advisory AgreementsAgreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, the 1940 Act for an additional one-year term expiring on December 31, 2024. Each Advisory Agreement 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 Churchillthe Sub-Adviser as compensation for services provided pursuant to the Sub-Advisory Agreement.
135
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)

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"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 owepay no incentive fee to the Adviser.
Following an Exchange Listing, the Company will owepay 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%(6.0% annually).
Pursuant to the Investment Advisory Agreement, following an Exchange Listing, 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%(6.0% 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)

quarter following an Exchange Listing.
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.
136
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)

For the yearyears ended December 31, 2020,2023, 2022, and 2021 base management fees were $1,522.$10,509,$7,464, and $4,049 respectively. As of December 31, 20202023 and 2019, $528December 31, 2022, $3,006 and $331,$2,211, respectively, of such base management fees, were unpaid and are included in Management fees payable in the accompanying consolidated statements of assets and liabilities. As ofFor the years ended December 31, 20202023, 2022, and 2019, 2021the 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").SEC. At the request of the Adviser or the Sub-Adviser, the Administrator also may provide significant 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 Trust Company, National Association (as successor in interest to 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 yearyears ended December 31, 2020,2023, 2022 and 2021 the Company incurred $534,$1,598,$1,111, and $660 respectively, in fees under the Administration Agreement, which are included in other general and administrative expensesadministration fees in the accompanying consolidated statements of operations. As of December 31, 20202023 and 2019, $322December 31, 2022, fees of $505 and $31,$808, 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 Expense Support Agreement automatically terminated pursuant to its terms upon the consummation of the IPO on January 29, 2024. Under the Expense Support Agreement, the Adviser maywas able to pay certain expenses of the Company, provided that no portion of the payment will bewas used to pay any interest expense of the Company (each, an “Expense Payment”). Such Expense Payment will bewas 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) exceedexceeded 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 paypaid such Excess Operating Funds, or a portion thereof (each, a ��Reimbursement“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 beenwere 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 shallwas 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 havewere not been previously reimbursed by the Company to the Adviser.
No Reimbursement Payment for any calendar quarter shall bewas 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 iswas 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 iswas greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. The Operating Expense Ratio iswas 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 becomebecomes 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 ofExpense Payments by AdviserReimbursement Payments to AdviserUnreimbursed Expense Payments
December 31, 2020$2,403 $— $2,403 
December 31, 20191,696 — 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 relatedthat may be subject 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 partypursuant to the Expense Support Agreement.Agreement:
104137
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)


Directors’
For the Quarter EndedExpense Payments by AdviserReimbursement Payments to AdviserExpired Expense SupportUnreimbursed Expense PaymentsReimbursement Eligibility Expiration
December 31, 2019$1,696 $— $(1,696)$— December 31, 2022
March 31, 2020182 — (182)— March 31, 2023
June 30, 20203 (3)— — June 30, 2023
September 30, 2020466 (466)— — September 30, 2023
December 31, 202056 (56)— — December 31, 2023
March 31, 202197 (97)— — March 31, 2024
June 30, 202162 (62)— — June 30, 2024
September 30, 202147 (47)— — September 30, 2024
December 31, 202142 (42)— — December 31, 2024
March 31, 202271 (71)— — March 31, 2025
June 30, 202254 (54)— — June 30, 2025
September 30, 202267 (67)— — September 30, 2025
June 30, 2023136 (136)— — June 30, 2026
Total$2,979 $(1,101)$(1,878)$— 
For the year ended December 31, 2023, the Company received $158, respectively, in expense support from the Adviser relating to offering costs and other general and administrative expenses. For the years ended December 31, 2022 and 2021 the Company received $179 and $522, respectively, in expense support from the Adviser relating to legal fees and offering costs.
For the year ended December 31, 2023, the Company reimbursed the Adviser for the remaining balance of $1,101 under the Expense Support Agreement, for previously supported expenses,of which $632 is included in Due to adviser expense support in the accompanying consolidated statements of assets and liabilities. There were no unpaid expense reimbursements to the Adviser as of December 31, 2023.
The cumulative amount of expense payments by the Adviser as of December 31, 2023 and December 31, 2022, are $2,979 and $2,843, respectively. As of December 31, 2023, there were no unreimbursed expense payments under the Expense Support Agreement.
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 solely of the Independent Directors, and may establish additional committees in the future. For the years ended December 31, 20202023, 2022, and 2019,2021, the Company incurred $383, $383, and $23,$383, respectively, in fees which are included in Directors’ fees in the accompanying consolidated statements of operations. As of December 31, 20202023 and 2019,December 31, 2022, $96 and $23,$96, 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
Other Related Party Transactions
From time to time, the Sub-Adviser and the Administrator may pay amounts owed by the Company to third-party providers of goods or services and the Company will subsequently reimburse the Sub-Adviser and Administrator for such amounts paid on its behalf. Amounts payable to the period ended December 31, 2018.
Due to Affiliate
Sub-Adviser and Administrator are settled in the normal course of business without formal payment terms. As of December 31, 20202023 and 2019, there was a payable due toDecember 31, 2022, the Company owed the Sub-Adviser and the Administrator $353 and $1,264 for reimbursements including the Company's allocable portion of $0overhead, which are included in Accounts payable and $9, respectively, related to reimbursementaccrued expenses in the accompanying consolidated statements of other generalassets and administrative expenses paid by the Sub-Adviser on behalf of the Company.

105
liabilities.
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)

5.6. SECURED BORROWINGSDEBT
The Company, CLO-I, CLO-II, SPV IIII and SPV IIIV are party to credit facilities or debt obligations 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 Company1940 Act, is maintained at a level of at least 150% after such borrowing.borrowings. As of December 31, 20202023 and 2019,December 31, 2022, asset coverage was 182.0%178.57% and 155.9%174.41%, respectively. Proceeds of the credit facilities or debt obligations are used for general corporate purposes, including the funding of portfolio investments. The Company, CLO-I, CLO-II, SPV IIII, and SPV IIIV were in compliance with all covenants and other requirements of their respective credit facility agreements.
SPV I
138
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)

Subscription Facility
On September 10, 2020, the Company entered into a revolving credit agreement (the “Subscription Facility Agreement” and the facility thereunder, 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 had a maximum commitment of $50,000, subject to availability under the "Borrowing Base." The Borrowing Base was calculated based on the unfunded capital commitments of certain investors that had subscribed to purchase shares of the Company, to the extent the capital commitments of such investors also had been approved by SMBC for inclusion in the Borrowing base and met certain additional criteria. The Subscription Facility Agreement expired on September 8, 2023, and the Company fully paid down the outstanding balance including the accrued interest expense.
Wells Fargo Financing Facility
The Predecessor Entity borrowed funds under a revolving credit agreement (the “Agreement”“Credit Agreement”) executed on, dated October 23, 2018. The Agreement was originally executed2018 by and 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”(“Wells Fargo”) and administrative agent. As part of the Credit Agreement, the Predecessor Entity issued to the LenderWells Fargo a $175,000 variable funding note (the " SPV I“Wells Fargo Financing Facility"Facility”). EffectiveOn December 31, 2019, effective on the date of the Merger, the Credit Agreement with the Lender was transferred to SPV I and the borrowings under the Credit Agreement were assumed by SPV I.I and the Company serves as the collateral manager (the "Wells Fargo Financing Facility Agreement").
The amount of the borrowings under the SPV IWells Fargo 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 annumAgreement was amended on the undrawn amount. On October 28, 2020 and March 31, 2022. The most recent amendment on March 31, 2022, among other changes, extended the Company amended itsreinvestment period from October 28, 2023 to March 31, 2025 and the maturity date from October 28, 2025 to March 31, 2027, and changed the interest rate payable under the Agreement to the sum of 2.20% plus SOFR.
On May 5, 2022, SPV IIII entered into the borrower joinder agreement (the “Joinder”) to become party to the Wells Fargo Financing Facility. The amendment increasedFacility Agreement. Effective May 20, 2022, following the closing of the 2022 Debt Securitization (discussed further below), the maximum facility amount available from $175,000was reduced to $275,000 from $350,000 and extendedSPV III began borrowing under the reinvestment period to October 28, 2023 and the maturity date to October 28, 2025, among other changes. Wells Fargo Financing Facility.
The SPV IWells Fargo Financing Facility Agreement, as so amended, also requires the Company to maintain an asset coverage ratio equal to at least equal to 1.50:1.00. The amount of the borrowings under the Wells Fargo Financing Facility equals the amount of the outstanding advances. Advances under the SPV IWells Fargo Financing Facility may be prepaid and reborrowed at any time during the reinvestment period, however,but any termination or reduction of the facility amount prior to the secondfirst anniversary of the date 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, 20202023 and 2019,December 31, 2022, the SPV IWells Fargo Financing Facility bore interest at a rate ofSOFR, reset daily LIBOR plus 2.50% and 2.25%2.20%, respectively, per annum.
SPV III, beginning May 5, 2022, has pledged all of its assets to the collateral agent to secure their obligations under the Wells Fargo Financing Facility. The Company, and SPV I Financing Facility also includes certainIII have made customary representations and warranties and are required to comply with various financial covenants related to liquidity and other maintenance covenants.covenants, reporting requirements and other customary requirements for similar facilities.
SubscriptionSMBC Financing Facility
On September 10,November 24, 2020, the CompanySPV II entered into a senior secured revolving credit facility (the “SMBC Financing Facility” and the agreement (the ‘‘Subscription Facility’’relating thereto the “SMBC Financing Facility Agreement”) with Sumitomo Mitsui Banking Corporation (“SMBC”),SMBC, as the administrative agent, for certain secured parties, the syndicationcollateral agent the lead arranger, the book manager, the letter of credit issuer and the lender.
The Subscription On October 19, 2023, SPV IV entered into the borrower joinder agreement (the “SMBC Joinder”) to become party to the SMBC Financing Facility hasAgreement. As a maximum facility amount of $30,000, subject to availabilityresult, SPV II and SPV IV are collectively borrowers 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.Financing Facility.
106139
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)


SPV IIThe SMBC Financing Facility
On Agreement was amended on December 23, 2021, June 29, 2022 and November 21, 2023. The most recent amendment on November 21, 2023 (the "Amendment"), among other things: (i) extended the reinvestment period from November 24, 2020, SPV II entered into2023 to November 24, 2024 and the stated maturity date from November 24, 2025 to November 24, 2026; (ii) changed the interest rate for loans under the SMBC Financing Facility Agreement from (A) either the Base Rate (as defined in the SMBC Financing Facility Agreement) plus 1.15% or the Term SOFR (as defined in the SMBC Financing Facility Agreement) plus 2.15% to (B) either the Base Rate plus 1.65% or Term SOFR plus 2.65%; (iii) reduced the maximum facility amount from $300 million to $150 million upon the occurrence of a senior secured revolving credit facility (the “SPV II Financing Facility”) with SMBC, aspermitted securitization, subject to a subsequent increase to $250 million, in the sole discretion of the administrative agent, if so requested by the collateral agentborrowers; and (iv) provide for an unused commitment fee of, from the lender.
The maximum amount forthree month anniversary of the SPV IIAmendment date to the six month anniversary of the Amendment date, 0.50% per annum on the unused commitments and on or after the six month anniversary of the Amendment date, 0.50% per annum on the unused commitments if such unused commitments are less than 50% of the total commitments and 1.00% per annum on the unused commitments if such unused commitments are greater than or equal to 50% of the total commitments. In connection with the Amendment, the borrowers paid an extension fee of $450 thousand plus an annualized fee of 0.30% multiplied by $150 million based on the length of time (in years) until the occurrence of a permitted securitization. Advances under the SMBC Financing Facility is $150,000 (the “Maximum Facility Amount”). UnderAgreement may be prepaid and reborrowed at any time during 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.reinvestment period. As of December 31, 2020,2023 and December 31, 2022, the SPV IISMBC Financing Facility bearsbore interest at a rate of one-month LIBORSOFR plus 2.50%2.65%, and one-month SOFR plus 2.15%, respectively, per annum.
Effective December 7, 2023, following the closing of the 2023 Debt Securitization (discussed further below), the maximum facility amount available was reduced to $150 million from $300 million and SPV IIIV began borrowing under the SMBC Financing Facility.
SPV IV, beginning October 19, 2023, has pledged all of its assets to the collateral agent to secure itstheir obligations under the facility. Both theSMBC Financing Facility. The Company, and SPV IIIV have made customary representations and warranties and are required to comply with various financial covenants related to liquidity and other maintenance covenants, reporting requirements and other customary requirements for similar facilities.

Revolving Credit Facility
SummaryOn June 23, 2023, the Company entered into a senior secured revolving credit agreement (the “Senior Secured Revolving Credit Agreement" and facility thereunder, the “Revolving Credit Facility”) with SMBC as the lender, administrative agent, and one of Facilities

the lead arrangers along with Wells Fargo. The Revolving Credit Facility is guaranteed by NCDL Equity Holdings and will be guaranteed by certain subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Guarantors”).
The fair valueinitial maximum principal amount of the Company's credit facilities,Revolving Credit Facility is $185,000, subject to availability under the borrowing base, which wouldis based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be categorized as Level 3 withinincreased to $300,000 through the fair value hierarchy asexercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions, and includes a $25,000 limit for swingline loans.
The availability period under the Revolving Credit Facility will terminate on June 23, 2027 (the “Commitment Termination Date”) and will mature on June 23, 2028 (the “Final Maturity Date”). During the period from the Commitment Termination Date to the Final Maturity Date, the Company will be obligated to make mandatory prepayments out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn in U.S. dollars will bear interest at either term SOFR plus a margin, or the prime rate plus a margin. The Company may elect either the term SOFR or prime rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin. The Company also will pay a fee of 0.375% on average daily undrawn amounts. As of December 31, 2020 and 2019, approximates their carrying values. 2023, the Revolving Credit Facility bore interest at one-month SOFR plus 2.25% per annum.
The carrying amounts ofSenior Secured Revolving Credit Agreement includes customary covenants, including certain limitations on the incurrence by 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, 2020additional indebtedness and 2019:

December 31, 2020
SPV I Financing FacilitySubscription FacilitySPV II Financing FacilityTotal
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 statementsCompany’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of assetsstock, upon the occurrence of certain events and liabilities are netcertain financial covenants related to asset coverage and minimum shareholders’ equity, as well as customary events 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.



default.
107140
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)



CLO-I
ForOn May 20, 2022 (the “Closing Date”), the yearsCompany completed a $448,325 term debt securitization (the “2022 Debt Securitization”). Term debt securitization is also known as a collateralized loan obligation and period ended December 31, 2020, 2019is a form of secured financing incurred by the Company.
The notes offered in the 2022 Debt Securitization (the “2022 Notes”) were issued by CLO-I, an indirect, wholly owned, consolidated subsidiary of the Company. The 2022 Notes consist of $199,000 of AAA Class A-1 2022 Notes, which bear interest at the three-month Term SOFR plus 1.80%; $34,250 of AAA Class A-1F 2022 Notes, which bear interest at 4.42%; $47,250 of AA Class B 2022 Notes, which bear interest at the three-month Term SOFR plus 2.30%; $31,500 of A Class C 2022 Notes, which bear interest at the three-month Term SOFR plus 3.15%; $27,000 of BBB Class D 2022 Notes, which bear interest at the three-month Term SOFR plus 4.15%; and 2018,$79,325 of Subordinated 2022 Notes, which do not bear interest. The Company directly owns all of the componentsBBB Class D 2022 Notes and the Subordinated 2022 Notes and, as such, these notes are eliminated in consolidation.
As part 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,
202020192018
Borrowing interest expense$3,325 $5,938 $1,236 
Unused fees730 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 rate3.5 %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 reimbursementthe 2022 Debt Securitization, CLO-I also entered into a loan agreement (the “CLO-I Loan Agreement”) on the Closing Date, pursuant to which various financial institutions and other persons which are, or may become, parties to the Expense SupportCLO-I Loan Agreement as lenders (the “Lenders”) committed to make $30,000 of AAA Class A-L 2022 Loans to CLO-I (the “2022 Loans” and, together with the 2022 Notes, the “2022 Debt”). The 2022 Loans bear interest at the three-month Term SOFR plus 1.80% and were fully drawn upon the closing of the transactions. Any Lender may elect to convert all of the Class A-L 2022 Loans held by such Lenders into Class A-1 2022 Notes upon written notice to CLO-I in accordance with the CLO-I Loan Agreement.

Contractual Obligations

The following tables show2022 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through April 20, 2026, all principal collections received on the contractual maturitiesunderlying collateral may be used by CLO-I to purchase new collateral under the direction of the Company'sCompany, in its capacity as collateral manager of CLO-I and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2022 Debt Securitization. The 2022 Notes are due on April 20, 2034. The 2022 Loans are scheduled to mature, and, unless earlier repaid, the entire unpaid principal balance thereof is due and payable on April 20, 2034.
The 2022 Debt is the secured obligation of CLO-I, and the indenture and the CLO-I Loan Agreement, as applicable, governing the 2022 Debt includes customary covenants and events of default. The 2022 Debt has not been, and will not be, registered under the Securities Act, or any state “blue sky” laws.
The Company serves as collateral manager to CLO-I under a collateral management agreement (the “Collateral Management Agreement”) and has waived the management fee due to it in consideration for providing these services.
CLO-II
On December 7, 2023 (the “Closing Date”), the Company completed a $298,060 term debt obligationssecuritization (the “2023 Debt Securitization”).
The notes offered in the 2023 Debt Securitization (the “2023 Notes”) were issued by CLO-II, an indirect, wholly owned, consolidated subsidiary of the Company. The 2023 Notes consist of $2,000 of AAA Class X 2023 Notes, which bear interest at the three-month Term SOFR plus 2.00%, $100,500 of AAA Class A-1 2023 Notes, which bear interest at the three-month Term SOFR plus 2.35%; $37,500 of AA Class B 2023 Notes, which bear interest at three-month Term SOFR plus 3.20% and approximately $83,060 of Subordinated 2023 Notes, which do not bear interest. The Company directly owns all of the Subordinated 2023 Notes and as such, these notes are eliminated in consolidation.
As part of December 31, 2020the 2023 Debt Securitization, CLO-II also entered into a loan agreement (the “CLO-II Loan Agreement”) on the Closing Date, pursuant to which various financial institutions and 2019:other persons which are, or may become, parties to the CLO-II Loan Agreement as lenders (the “Lenders”) committed to make $25,000 of AAA Class A-L-A 2023 Loans and $50,000 AAA Class A-L-B 2023 Loans to CLO-II (the “2023 Loans” and, together with the 2023 Notes, the “2023 Debt”). The 2023 Loans bear interest at the three-month Term SOFR plus 2.35% and were fully drawn upon the closing of the transactions. Any Lender may elect to convert all or a portion of the Class A-L-A 2023 Loans held by such Lenders into Class A-1 2023 Notes upon written notice to CLO-II in accordance with the CLO-II Loan Agreement.
Payments Due by Period
As of December 31, 2020TotalLess than 1 Year1 to 3 years3 to 5 yearsMore than 5 Years
Financing Facility - SPV I$146,135 $— $— $146,135 $— 
Subscription Facility17,500 17,500 — — — 
Financing Facility - SPV II28,547 — — 28,547 — 
Total debt obligations$192,182 $17,500 $— $174,682 $— 
Payments Due by Period
As of December 31, 2019TotalLess than 1 Year1 to 3 years3 to 5 yearsMore than 5 Years
Financing Facility - SPV I$118,435 $— $118,435 $— $— 
Total debt obligations$118,435 $— $118,435 $— $— 


The 2023 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through January 20, 2028, all principal collections received on the underlying collateral may be used by CLO-II to purchase new collateral under the direction of the Company, in its capacity as collateral manager of CLO-II and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2023 Debt Securitization. The 2023 Notes are due on January 20, 2036, with the exception of the Class X Notes. The 2023 Loans are scheduled to mature, and, unless earlier repaid, the entire unpaid principal balance thereof is due and payable on January 20, 2036.
108141
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)


6.The 2023 Debt is the secured obligation of CLO-II, and the indenture and the CLO-II Loan Agreement, as applicable, governing the 2023 Debt includes customary covenants and events of default. The 2023 Debt has not been, and will not be, registered under the Securities Act, or any state “blue sky” laws.
The Company serves as collateral manager to CLO-II under a collateral management agreement (the “Collateral Management Agreement”) and has waived the management fee due to it in consideration for providing these services.
Summary of Secured Debt
The Company's debt obligations consisted of the following as of December 31, 2023 and December 31, 2022:
December 31, 2023
Wells Fargo Financing FacilitySMBC Financing FacilityCLO-ICLO-IIRevolving Credit FacilityTotal
Total Commitment$275,000 $150,000 $342,000 $215,000 $185,000 $1,167,000 
Amount Outstanding (1)
231,000 37,377 342,000 215,000 126,500 951,877 
Unused Portion (2)
44,000 112,623 — — 58,500 215,123 
Amount Available (3)
43,837 112,623 — — 58,500 214,960 
_______________
(1)Amount outstanding on the consolidated statements of assets and liabilities is net of deferred financing costs.
(2)The unused portion on the credit facilities is the amount upon which commitment fees are based.
(3)Available for borrowing on the credit facilities based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.
December 31, 2022
Wells Fargo Financing FacilitySubscription FacilitySMBC Financing FacilityCLO -ITotal
Total Commitment$275,000 $50,000 $300,000 $342,000 $967,000 
Amount Outstanding (1)
111,300 — 252,147 342,000 705,447 
Unused Portion (2)
163,700 50,000 47,853 — 261,553 
Amount Available (3)
158,916 50,000 44,981 — 253,897 
_______________
(1)Amount 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.
142
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)

For the years ended December 31, 2023, 2022, and 2021, the components of interest expense and debt financing expenses were as follows:
For the Years Ended December 31,
202320222021
Interest expense$57,980 $23,424 $7,398 
Unused fees1,010 863 1,277 
Amortization of deferred financing costs2,216 1,408 1,152 
Total interest and debt financing expenses$61,206 $25,695 $9,827 
Average interest rate (1)
7.23 %4.29 %3.00 %
Average daily borrowings$816,221 $566,195 $287,288 
_______________
(1)Average interest rate includes borrowing interest expense and unused fees.
Contractual Obligations
The following tables show the contractual maturities of the Company's debt obligations as of December 31, 2023 and December 31, 2022:
Payments Due by Period
As of December 31, 2023TotalLess than 1 Year1 to 3 years3 to 5 yearsMore than 5 Years
Wells Fargo Financing Facility$231,000 $— $— $231,000 $— 
SMBC Financing Facility37,377 — 37,377 — — 
Revolving Credit Facility126,500 — — 126,500 — 
CLO-I342,000 — — — 342,000 
CLO-II215,000 — — — 215,000 
Total debt obligations$951,877 $— $37,377 $357,500 $557,000 

Payments Due by Period
As of December 31, 2022TotalLess than 1 Year1 to 3 years3 to 5 yearsMore than 5 Years
Wells Fargo Financing Facility$111,300 $— $— $111,300 $— 
Subscription Facility— — — — — 
SMBC Financing Facility252,147 — 252,147 — — 
CLO-I342,000 — — — 342,000 
Total debt obligations$705,447 $— $252,147 $111,300 $342,000 

7. 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, 20202023 and 2019December 31, 2022 for any such exposure.
The debt investments held asAs of December 31, 20202023 and 2019 includedDecember 31, 2022, the Company had the following unfunded loan commitments:commitments to fund delayed draw loans and equity investments:
Portfolio CompanyDecember 31, 2020December 31, 2019
Anne Arundel$631 $— 
Arotech3,514 — 
B2B Packaging178 — 
Blackbird Purchaser Inc— 640 
Brillio LLC500 1,000 
Cornerstone Advisors of Arizona LLC216 — 
Diligent Corporation503 — 
Gabriel Partners LLC1,429 — 
Heartland Home Services2,637 — 
NJEye LLC2,277 351 
North Haven Spartan US Holdco LLC— 1,228 
Output Services Group Inc— 24 
PCF Insurance9,868 — 
Resource Label Group LLC1,043 — 
SEKO Global Logistics907 — 
Spectrio II2,941 — 
TailWind Randy's LLC317 500 
Tinuiti1,961 — 
Unified Physician Management LLC— 432 
Warrior Acquisition Inc622 — 
Total unfunded commitments$29,544 $4,175 

Portfolio CompanyDecember 31, 2023December 31, 2022
Affinity Hospice$— $1,981 
Allstar Holdings7,373 — 
Anne Arundel366 366 
Apex Companies1,115 — 
ARMstrong3,847 — 
ASTP Holdings Co-Investment - Units34 — 
BCM One— 70 
109143
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)

Portfolio CompanyDecember 31, 2023December 31, 2022
Blackbird Purchaser, Inc.— 2,709 
Bounteous4,467 4,467 
BusinesSolver970 1,939 
Cadmus— 511 
Chroma Color1,379 — 
ClaimLogiq3,225 — 
Classic Collision21,867 717 
CMP Ren Partners I-A LP15 — 
Coding Solutions Acquisition Inc.— 1,967 
CollisionRight— 506 
Covercraft4,386 4,386 
Crete1,443 2,726 
CrossCountry Consulting3,320 3,320 
D&H United Fueling Solutions1,567 — 
DMC Power1,671 — 
E782,570 2,955 
Elevation Labs3,125 3,125 
Eliassen Group, LLC1,903 2,361 
Engage8,113 — 
Ergotech (INS)1,979 — 
Evergreen Services Group— 793 
Evergreen Services Group II4,488 — 
EyeSouth885 2,451 
Fairway Lawns419 6,171 
Forefront Dermatology— 112 
Genesee Scientific LLC— 2,027 
GHR Healthcare— 1,422 
Health Management Associates1,026 — 
Heartland Veterinary Partners— 9,500 
High Bar Brands596 — 
Impact Environmental Group7,203 — 
Industrial Service Group— 3,409 
Infobase721 721 
ITSavvy158 2,107 
JEGS Automotive— 930 
Kenco1,416 1,416 
Legacy Service Partners764 — 
Leo Facilities6,429 — 
Liberty Group449 449 
MEI Buyer LLC1,814 — 
MGM Transformer Company6,388 — 
Mobile Communications America Inc5,970 — 
Mosaic Dental553 — 
National Power3,051 — 
NearU3,291 3,686 
NJEye, LLC489 489 
Online Labels Group807 — 
Ovation Holdings343 — 
Palmetto Exterminators652 — 
Patriot Growth— 6,682 
Pinnacle Supply Partners, LLC3,636 — 
Precision Aviation Group4,961 — 
144
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)

Portfolio CompanyDecember 31, 2023December 31, 2022
Prompt Care— 2,220 
Propark Mobility1,797 — 
Randy's Worldwide Automotive3,750 3,750 
Repipe Specialists691 900 
Rhino Tool House921 — 
Riveron1,607 — 
RMA Companies3,510 — 
RoadOne1,397 1,397 
RoadOne - Common
235 — 
RSC Acquisition Inc— 10,603 
S&S Truck Parts246 246 
Scaled Agile— 1,923 
Sciens Building Solutions, LLC1,623 3,303 
Seko Global Logistics LLC— 3,524 
Smile Brands— 1,959 
Spectrio— 3,380 
Sunny Sky Products1,773 — 
Tech243,655 — 
Technical Safety Services2,429 2,044 
The Facilities Group5,028 882 
TIDI Products4,085 — 
Tinuiti Inc.— 4,028 
TPC Wire & Cable Corp— 157 
Trilon Group4,407 1,816 
Vital Records Control— 122 
Watermill Express— 121 
Wellspring3,756 1,579 
Wittichen Supply— 3,846 
World Insurance Associates, LLC— 2,532 
Wpromote588 588 
WSB / EST4,357 — 
Young Innovations3,448 — 
Total unfunded commitments$180,547 $127,391 
The Company believes its assets will provide adequate coverage to satisfy these unfunded commitments. As of December 31, 2023, the Company had cash and cash equivalents of$67,395, available borrowings under its credit facilities of $214,960 and undrawn capital commitments from its shareholders of $142,382.
145
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)


7.8. 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, par value $0.01 per share par value. On December 19, 2019,share.
In connection with its Private Offering, 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 andhas 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,pursuant to which 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, 2020,2023, the Company had received capital commitments totaling $352,555$906,408 ($191,346142,382 remaining undrawn), of which $100,000 ($33,78815,708 remaining undrawn) is from an affiliated entity of the Company, TIAA. As of December 31, 2020,2023, TIAA owned 3,310,5904,278,149 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, 2020:2023:
DateShares IssuedProceeds ReceivedIssuance Price per Share
November 6, 20201,870,660$35,000$18.71
October 16, 20201,057,641$20,000$18.91
August 6, 20201,105,425$20,000$18.09
May 7, 20201,069,522$20,000$18.70
December 31, 20193,310,540$66,211$20.00
December 19, 201950$1$20.00
The following table summarizes the Company's dividends declared from inception through December 31, 2020:
Date DeclaredRecord DatePayment DateDividend per Share
December 29, 2020December 29, 2020January 18, 2021$0.28
November 4, 2020November 4, 2020November 11, 2020$0.23
August 4, 2020August 4, 2020August 11, 2020$0.28
April 16, 2020April 16, 2020April 21, 2020$0.17
DateShares IssuedProceeds ReceivedIssuance Price per Share
November 3, 20235,497,609$100,000$18.19
July 17, 20234,357,515$78,565$18.03
April 20, 20232,205,038$40,000$18.14
December 21, 20223,193,195$60,000$18.79
August 1, 20222,652,775$50,082$18.88
April 25, 20221,800,426$34,964$19.42
January 21, 20221,541,568$30,000$19.46
December 9, 20211,491,676$29,207$19.58
November 1, 20211,546,427$30,000$19.40
August 23, 20212,593,357$50,000$19.28
July 26, 20211,564,928$30,000$19.17
June 22, 20211,034,668$20,000$19.33
April 23, 20211,845,984$35,000$18.96
March 11, 2021785,751$15,000$19.09
November 6, 20201,870,660$35,000$18.71
October 16, 20201,057,641$20,000$18.91
August 6, 20201,105,425$20,000$18.09
May 7, 20201,069,522$20,000$18.70
December 31, 20193,310,540$66,211$20.00
December 19, 201950$1$20.00
110146
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)


The following table summarizes the Company's dividends declared from inception through December 31, 2023:
Date DeclaredRecord DatePayment DateDividend per Share
December 28, 2023December 29, 2023January 10, 2024$0.50
December 28, 2023December 29, 2023January 10, 2024
$0.05 (2)
September 28, 2023September 28, 2023October 12, 2023$0.50
September 28, 2023September 28, 2023October 12, 2023
     $0.05 (2)
June 28, 2023June 28, 2023July 12, 2023$0.50
June 28, 2023June 28, 2023July 12, 2023
     $0.05 (2)
March 30, 2023March 30, 2023April 12, 2023$0.50
March 30, 2023March 30, 2023April 12, 2023
     $0.26 (1)
December 29, 2022December 29, 2022January 17, 2023$0.50
September 28, 2022September 28, 2022October 11, 2022$0.47
June 30, 2022June 30, 2022July 12, 2022$0.43
March 30, 2022March 31, 2022April 12, 2022$0.41
December 29, 2021December 29, 2021January 18, 2022$0.40
September 29, 2021September 29, 2021October 11, 2021$0.38
June 29, 2021June 29, 2021July 12, 2021$0.31
March 29, 2021March 29, 2021April 19, 2021$0.30
December 29, 2020December 29, 2020January 18, 2021$0.28
November 4, 2020November 4, 2020November 11, 2020$0.23
August 4, 2020August 4, 2020August 11, 2020$0.28
April 16, 2020April 16, 2020April 21, 2020$0.17
________________
(1)    Represents a special dividend and a supplemental dividend.
(2)    Represents a supplemental dividend.

The distributions declared were derived from investment company taxable income and net capital gain, if any. The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon the Company’s investment company taxable income for the full fiscal year and distributions paid during the full year.
The following table reflects the shares issued pursuant to the dividend reinvestment plan during the year endedfrom inception through December 31, 2020:

2023:
Date DeclaredRecord DatePayment DateShares Issued
Date DeclaredDecember 28, 2023December 29, 2023Record DateJanuary 10, 2024Payment DateShares Issued185,541
September 28, 2023September 28, 2023October 12, 2023158,545
June 28, 2023June 28, 2023July 12, 2023128,818
March 30, 2023March 30, 2023April 12, 2023150,703
December 29, 2022December 29, 2022January 17, 202393,329
September 28, 2022September 28, 2022October 11, 202268,093
June 30, 2022June 30, 2022July 12, 202245,341
March 30, 2022March 31, 2022April 12, 202232,320
December 29, 2021December 29, 2021January 18, 202223,017
September 29, 2021September 29, 2021October 11, 202110,639
June 29, 2021June 29, 2021July 12, 20213,039
March 29, 2021March 29, 2021April 19, 20211,824
December 29, 2020December 29, 2020January 18, 20211,550
November 4, 2020November 4, 2020November 11, 202098
August 4, 2020August 4, 2020August 11, 202034


111147
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)


8.9. CONSOLIDATED FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the years and period ended December 31, 2023, 2022, 2021, 2020, 2019 and 2018:2019:
For the Years Ended December 31,For the period from January 12, 2018 (Commencement of Operations) through December 31,
202020192018
For the Years Ended December 31,For the Years Ended December 31,
202320232022202120202019
Per share data:Per share data:
Net asset value at beginning of periodNet asset value at beginning of period$20.00 $19.48 $— 
Net asset value at beginning of period
Net asset value at beginning of period
Net investment income (1)
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 realized gain (loss) (1)
Total net change in unrealized gain (loss) (1)
Net increase (decrease) in net assets resulting from operations (1)
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 
Shareholder distributions from net investment income (2)
Other (3)
Other (3)
Other (3)
Other (3)
(1.01)0.19 (0.24)
Net asset value at end of periodNet asset value at end of period$18.74 $20.00 $19.48 
Net assets at end of periodNet 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 
Net assets at end of period
Net assets at end of period
Shares outstanding at end of period
Total return (4)
Total return (4)
(2.88)%10.39 %2.48 %
Total return (4)
12.83 %3.83 %11.22 %(2.88)%10.39 %
Ratio/Supplemental data:Ratio/Supplemental data:
Ratio/Supplemental data:
Ratio/Supplemental data:
Ratio of net expenses to average net assets (5) (6)
Ratio of net expenses to average net assets (5) (6)
Ratio of net expenses to average net assets (5) (6)
Ratio of net expenses to average net assets (5) (6)
8.60 %11.71 %6.01 %13.01 %8.41 %6.42 %8.60 %11.71 %
Ratio of net investment income to average net assets (5)
Ratio of net investment income to average net assets (5)
5.55 %8.37 %3.67 %
Ratio of net investment income to average net assets (5)
14.06 %10.34 %8.11 %5.55 %8.37 %
Portfolio turnover (7)
24.53 %46.17 %13.56 %
Portfolio turnover rate (7)
Portfolio turnover rate (7)
10.56 %5.04 %33.87 %24.53 %46.17 %
Total committed capital, end of period
Ratio of total contributed capital to total committed capital, end of periodRatio of total contributed capital to total committed capital, end of period84.29 %60.26 %65.27 %45.73 %66.21 %
Asset Coverage RatioAsset Coverage Ratio178.57 %174.41 %191.22 %182.03 %159.90 %
________________
(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.expenses included in the Expense Support Agreement (defined in Note 5). The ratio of nettotal expenses to average net assets was 9.05%13.04%, 13.92%8.45%, 6.63%, 9.05% and 6.01%13.92% for the years and period ended December 31, 2023, 2022, 2021, 2020, 2019, and 2018,2019 respectively, on an annualized basis, excluding the effect of expense support which represented (0.45)(0.03)%, (2.21)(0.04)%, (0.21)%, (0.45)%, and 0.00%(2.21)% 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, 2023, 2022, 2021, 2020, and 2019 and 2018 was 10.25%, 5.84%, 3.93%, 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)

9.10. INCOME TAX

The Company intends to electelected to be treated and intends to be subject tofor U.S. federal income tax purposes as a RIC under Subchapter M of the Code for the fiscalbeginning with its taxable year ending December 31, 2020.2019 and intends to continue to qualify annually as a RIC. As a result, the Company must timely 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 consolidated financial statements.

ForThe Company will file income tax purposes, dividends paidreturns in U.S. federal and distributions madeapplicable state and local jurisdictions. The Company’s federal income tax return is generally subject to examination for a period of three fiscal years after being filed. State and local tax returns may be subject to examination for an additional period of time depending on the Company's shareholders are reported byjurisdiction. Management has analyzed the Company to the shareholders as ordinary income, capital gains, or a combination thereof. TheCompany’s tax character of the distributions paid
148
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)

positions taken for the initialopen tax year ended December 31, 2020 was as follows:

December 31, 2020
Distributions paid from:
Ordinary income$5,230 
Net long-term capital gains407 
Tax return of capital— 
Total taxable distributions$5,637 

and has concluded that no provision for income tax is required in the Company’s consolidated financial statements.
Taxable income generally differs from net increase (decrease) in net assets resulting from operations for financial reporting purposes due to the timing of temporary and permanent differences in the recognition of income and expenses and generally excludes unrealized appreciation (depreciation) on investments as investment gains and losses areon investment transactions. Temporary differences do not includedrequire reclassification. For the years ended December 31, 2023 and 2022, permanent differences that resulted in taxablereclassifications among the components of net assets resulting from operations relate primarily to offering costs, paydowns, amendment fees, amortization of organization costs, investments in partnerships, and distribution reallocations. Temporary and permanent differences have no impact on the Company’s net assets.
For the years ended December 31, 2023 and 2022, the Company's cost of investments for federal income until they are realized.tax purposes and gross unrealized appreciation and depreciation on investments were as follows:

December 31, 2023December 31, 2022
Tax cost of investments$1,665,824 $1,224,737 
Gross unrealized appreciation on investments$13,351 11,333 
Gross unrealized depreciation on investments$(37,834)(35,694)
Net unrealized appreciation (depreciation) on investments$(24,483)$(24,361)
As of December 31, 2020,2023 and 2022, the components of Accumulated Earnings (Losses)accumulated earnings (losses) on a tax basis were as follows:

December 31, 2020
Undistributed Ordinary Income - Net— 
Undistributed Long-Term Income - Net7 
Total Undistributed Earnings$7 
Capital loss carryforward— 
Unrealized Earnings (Losses) - Net$(3,453)
Total Accumulated Earnings (Losses) - Net$(3,446)

December 31, 2023December 31, 2022
Undistributed ordinary income, net2,375 854 
Undistributed long-term income, net— — 
Total undistributed earnings$2,375 $854 
Capital loss carryforward(6,679)(449)
Unrealized earnings (losses), net(25,286)(25,170)
Other book-to-tax differences344 835 
Total accumulated earnings (losses), net$(29,246)$(23,930)
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, 2020,2023, the Company estimates that it will not have anyhad $(6,679) of capital loss carryforward available for use in future tax years.

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 years ended December 31, 2023 and 2022 was as follows:
December 31, 2023December 31, 2022
Distributions paid from:
Ordinary income$81,206 $44,236 
Net long-term capital gains— 331 
Total taxable distributions$81,206 $44,567 
The Company is subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of its respective net ordinary income earned for the calendar year and (2) 98.2% of its respective capital gain net income for the one-year period ending October 31 in the calendar year. For the years ended December 31, 2023 and 2022 the Company incurred $6 and $0, respectively, in excise tax expense.
113149
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)


In orderThe Company's wholly owned subsidiary, NCDL Equity Holdings, is subject to present certain components of the Company's capital accounts onU.S. federal and state corporate-level income taxes. As a tax-basis, certain reclassifications have been recorded to the Company's accounts. These reclassifications have no impact on the net asset value ofresult the Company recorded a net deferred tax liability related to US GAAP to tax outside basis differences in NCDL Equity Holdings' investments in certain partnership interestsof $855 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$24 as of December 31, 2020,2023 and December 31, 2022, respectively, which are included in accounts payable and accrued expenses in the Company's costaccompanying consolidated statements of investments for federalassets and liabilities. For the years ended December 31, 2023 and 2022, the Company recorded a net tax provision of $830 and $24, respectively, which are included in income tax purposes and gross unrealized appreciate and depreciation on investments were as follows:(provision) benefit in the accompanying consolidated statements of operations.

December 31, 2020
Cost of investments$338,738 
Gross unrealized appreciation on investments1,260 
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'sCompany’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, 2020September 30, 2020June 30, 2020March 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, 2019September 30, 2019June 30, 2019March 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, 2018September 30, 2018June 30, 2018March 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, 2020,2023, except as discussed below.
Share Issuance
On January 15, 2021,5, 2024, pursuant to the final drawdown notice dated December 21, 2023, the Company heldissued 7,888,094 shares of its common stock at an issuance price of $18.05 per share for aggregate proceeds of approximately $142.4 million. Following the final drawdown notice, the Company had no undrawn capital commitments remaining.
Distributions
The following table summarizes the Company's distributions declared since December 31, 2023:
Date DeclaredRecord DatePayment DateDistribution per Share
January 10, 2024March 30, 2024April 29, 2024$0.45 
January 10, 2024May 13, 2024July 28, 2024$0.10 (1)
January 10, 2024August 12, 2024October 28, 2024$0.10 (1)
January 10, 2024November 11, 2024January 28, 2025$0.10 (1)
January 10, 2024February 12, 2025April 28, 2025$0.10 (1)
(1) Represents a Subsequent Closingspecial distribution.
Initial Public Offering
On January 29, 2024, the Company closed its IPO, issuing 5,500,000 shares of our common stock at a public offering price of $18.05 per share. We received total cash proceeds of $99.3 million. The Company's common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “NCDL” on January 25, 2024.

Advisory Agreement

As previously disclosed, on December 15, 2023, the Company's shareholders approved an amended and entered into subscription agreementsrestated investment advisory agreement by and between us and the Adviser (the "Advisory Agreement"), pursuant to which the Adviser will continue to provide investment advisory services to the Company. The Advisory Agreement became effective on January 29, 2024 upon the consummation of the IPO. The Advisory Agreement amended and restated the prior investment advisory agreement, dated December 31, 2019, by and between the Company and the Adviser (the “Prior Advisory Agreement”) as follows:

•reduced the base management fee payable by us to the Adviser following the IPO from an annual rate of 1.25% of Average Total Assets (as defined in the Advisory Agreement) to an annual rate of 0.75% of Average Total Assets for the first five quarters beginning with the calendar quarter in which the IPO was consummated (i.e., beginning with the calendar quarter ending March 31, 2024 through the calendar quarter ending March 31, 2025), and thereafter, the base management fee will step up to 1.00% of Average Total Assets;
150
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)


•waived both the incentive fee on income and the incentive fee on capital gains for the first five quarters beginning with the calendar quarter in which the IPO was consummated;

•the calculation of the incentive fee on income will be subject to a “three-year look back”;

•the incentive fee on income will be subject to a cap equal to the difference between (x) 15% of the Cumulative Pre-Incentive Fee Net Return (as defined in the Advisory Agreement) in respect of the current calendar quarter and the eleven preceding calendar quarters (or, if fewer, the number of calendar quarters beginning with the calendar quarter in which is the IPO was consummated) (such period, the “Trailing Twelve Quarters”) and (y) the aggregate incentive fee on income that were paid to the Adviser by the Company in respect of the first eleven calendar quarters (or, if fewer, the number of calendar quarters beginning with the calendar quarter in which the IPO was consummated) included in the relevant Trailing Twelve Quarters; and

•the calculation of the incentive fee on capital gain will include cumulative aggregate realized capital gains and cumulative aggregate realized capital losses from the beginning of the calendar quarter in which the IPO was consummated.

The Advisory Agreement will remain in effect for an initial two year period from January 29, 2024, its effective date, and thereafter from year-to-year, subject to approval by the Board or a vote of a majority of the Company's outstanding voting securities, and by approval of a majority of the independent directors.

NAM Sub-Advisory Agreement

As previously disclosed, on December 15, 2023, the Company's shareholders approved a new investment sub-advisory agreement by and among the Adviser, Churchill and Nuveen Asset Management, LLC (“Nuveen Asset Management”), acting through its leveraged finance division, to manage certain of the Company's liquid investments (the “NAM Sub-Advisory Agreement”). The NAM Sub-Advisory Agreement became effective on January 29, 2024 upon the consummation of the IPO.

Pursuant to the NAM Sub-Advisory Agreement, Nuveen Asset Management may manage a portion of the Company's portfolio consisting of cash and cash equivalents, liquid fixed-income securities (including broadly syndicated loans) and other liquid credit instruments (“Liquid Investments”), subject to the pace and amount of investment activity in the middle market investment program. The Company typically refers to an investment as liquid if the investment is, or we expect it to be, actively traded (with a typical settlement period of one month with respect to broadly syndicated loans). The percentage of the Company's portfolio allocated to the Liquid Investments strategy managed by Nuveen Asset Management will be at the discretion of Churchill, the Company’s investment sub-adviser. The fees payable to Nuveen Asset Management pursuant to the NAM Sub-Advisory Agreement to manage the Company's Liquid Investment allocation will be payable by Churchill and will not impact the advisory fees payable by the Company's shareholders.

The NAM Sub-Advisory Agreement will remain in effect for an initial two year period from January 29, 2024, its effective date, and thereafter from year-to-year, subject to approval by the Board or a vote of a majority of the Company's outstanding voting securities, and by approval of a majority of the independent directors.

Amended DRIP

In connection with the IPO, the Board approved the Amended DRIP, which became effective on January 29, 2024, concurrent with the consummation of the IPO.

The Amended DRIP changed the dividend reinvestment plan from an “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan. As a result of the foregoing, if the Board authorizes, and the Company declares, a cash dividend or distribution, shareholders that acquired their shares in the IPO and do not “opt out” of the Amended DRIP will have their cash distributions automatically reinvested in additional investorsshares rather than receiving cash. Notwithstanding the foregoing, a shareholder’s election (or deemed election) under the dividend reinvestment plan, dated December 19, 2019, will remain in effect for such shareholder and no further action is required by such shareholder with respect to their election under the Amended DRIP.

With respect to each distribution under the Amended DRIP, the Board reserves the right to either issue new shares of common stock or purchase shares of common stock in the open market for the accounts of participants in the Amended DRIP. If newly issued shares are used to implement the Amended DRIP, the number of shares to be issued to a shareholder will be determined by dividing the total commitmentsdollar amount of $81,900.the distribution payable to such participant by the market price per share of the Company's
151
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)

common stock at the close of regular trading of the NYSE on the distribution payment date, or if no sale is reported for such day, the average of the reported bid and asked prices. However, if the market price per share on the distribution payment date exceeds the most recently computed NAV per share, the Company will issue shares at the greater of (i) the most recently computed NAV per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeds the most recently computed NAV per share). If shares are purchased in the open market to implement the Amended DRIP, the number of shares to be issued to a participant will be determined by dividing the dollar amount of the distribution payable to such participant by the weighted average price per share for all shares of common stock purchased by the plan administrator in the open market in connection with the dividend or distribution. Although each participant may from time to time have an undivided fractional interest in a share, no certificates for a fractional share will be issued. However, dividends and distributions on fractional shares will be credited to each participant’s account.
Entity Formation
On February 25, 2021,5, 2024 Nuveen Churchill BDC SPV V, LLC ("SPV V"), a wholly owned subsidiary of the Company, deliveredwas formed.
2024 Debt Securitization

On February 9, 2024, the Company priced a drawdown noticeterm debt securitization (the “2024 Debt Securitization”). Term debt securitization is also known as a collateralized loan obligation and is a form of secured financing incurred by Churchill NCDLC CLO-III, LLC (the “2024 Issuer”), a direct, wholly-owned, consolidated subsidiary of the Company.

In connection with pricing of the 2024 Debt Securitization, on February 9, 2024, the Company and the 2024 Issuer entered into a Purchase and Placement Agreement (the “Purchase and Placement Agreement”) with Wells Fargo Securities, LLC, as initial purchaser (in such capacity, the “Initial Purchaser”), pursuant to which the 2024 Issuer agreed to sell certain of the notes (the “2024 Notes”) to be issued pursuant to an indenture to the Initial Purchaser as part of the 2024 Debt Securitization. The Company expects that the 2024 Issuer will, on or around March 14, 2024 (the “Closing Date”), enter into such indenture with U.S. Bank Trust Company, National Association, as trustee.

The 2024 Notes consist of $2,000,000 of AAA Class X Notes, which bear interest at the three-month Term SOFR plus 1.40%; $175,500,000 of AAA Class A Notes, which bear interest at the three-month Term SOFR plus 2.00%; $37,500,000 of AA Class B Notes, which bear interest at the three-month Term SOFR plus 2.65%; and $81,970,000 of Subordinated Notes, which do not bear interest. The Company will directly retain all of the Subordinated Notes. The 2024 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through April 20, 2028, all principal collections received on the underlying collateral may be used by the 2024 Issuer to purchase new collateral under the direction of the Company, in its shareholders relatingcapacity as collateral manager of the 2024 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2024 Debt Securitization. The Company expects that the 2024 Notes will mature on April 20, 2036.

The closing of the issuance of 785,751 sharesthe 2024 Debt, pursuant to the Purchase and Placement Agreement, is subject to customary closing conditions, including that the closing occur on or prior to the Closing Date and that certain of the Company's common stock, par value $0.012024 Debt has been assigned agreed-upon ratings by S&P Global Ratings, an S&P Global Inc. business, or any respective successor or successors thereto.

The Company will serve as collateral manager to the 2024 Issuer under a collateral management agreement and will waive any management fee due to it in consideration for providing these services.
Chief Compliance Officer Appointment
On February 20, 2024, John D. McCally submitted his resignation as the Chief Compliance Officer of the Company to the Board, effective as of March 1, 2024. Mr. McCally will continue to serve as the Vice President and Secretary of the Company. In connection with the foregoing, on February 20, 2024, the Board appointed Charmagne Kukulka as the Chief Compliance Officer of the Company, effective as of March 1, 2024.
Charmagne Kukulka, 34, has been a Principal and Deputy Chief Compliance Officer at Churchill since May 2023. Ms. Kukulka is responsible to managing Churchill’s compliance program and provides compliance support in connection with regulatory matters affecting the business. Prior to joining Churchill, Ms. Kukulka was the Chief Compliance Officer at 13D Management LLC, specializing in investment adviser and investment company act rules and regulations from January 2022 to May 2023. She began her compliance career at Blackstone Inc., where she held various roles within the legal and compliance teams administering the compliance program for Blackstone’s registered funds platform from August 2013 to January 2022. Ms. Kukulka received her B.A. in Business and Corporate Communications from Arizona State University’s W.P. Carey School of Business.
152
NUVEEN CHURCHILL DIRECT LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share for an aggregate offering pricedata)

There are no family relationships between Ms. Kukulka and any director or executive officer of $15,000. The shares were issued on March 11, 2021.
On March 10, 2021, the Company, heldand she is not a Subsequent Closing and entered into subscription agreements with additional investors for total commitmentsparty to any transaction that is required to be reported pursuant to Item 404(a) of $48,150.


Regulation S-K.
116153


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.
None.
154


ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, we, including theour Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic United States Securities and Exchange Commission filings is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission's rules and forms, and that such information iswas accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

(b) Management’s Report on Internal Control Over Financial ReportingReporting

This annual report does not contain an annual report of management’s assessment regardingOur management is responsible for establishing and maintaining adequate internal control over financial reporting or an attestation report from our registered public accounting firm due to(as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). The Company’s internal control over financial reporting is a transition period establishedprocess designed under the supervision of its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) and effected by the rulesCompany’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
The Company’s internal control over financial reporting includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the SecuritiesCompany’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles, and Exchange Commission for newlythat receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its consolidated financial statements. Because of its inherent limitations, internal control over financial reporting companies.

may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management (with the participation of our Chief Executive Officer and Chief Financial Officer) conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 based on the framework established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that the Company’s internal control over financial reporting as of December 31, 2023 was effective. This annual reportAnnual Report does not include an attestation report of the Company’s independent registered public accounting firm due to an exemption for emerging growth companies under the JOBS Act.

( c)(c) Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

155

ITEM 9B. OTHER INFORMATION
On February 25, 2021, we delivered a drawdown notice to our shareholders relating to(a) None.
(b) During the issuancefiscal quarter ended December 31, 2023, no director or officer of 785,751 shares of our common stock, par value $0.01 per share,the Company has entered into any (i) contract, instruction or written plan for an aggregate offering price of $15.0 million. The shares were issued on March 11, 2021.

Thethe purchase or sale of sharessecurities of our common stock was made pursuant to subscription agreements entered into by the Company onintended to satisfy the one hand, and each investor inaffirmative defense conditions of Rule 10b5-1(c) under the Company, on the other hand. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase shares of our common stock up to the amount of their respective capital commitments on an as-needed basis.Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.


117

The issuance and sale of shares of our common stock are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D or Regulation S thereunder, as applicable.

118156


ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.

157

PART III.

We will file a definitive Proxy Statement for our 20212024 Annual Meeting of Shareholders with the United States Securities and Exchange Commission,SEC, pursuant to Regulation 14A, not later thanwithin 120 days after the end of our fiscal year.year-end, which was December 31, 2023. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of our definitive Proxy Statement that specifically address the items set forth herein are incorporated by reference.

reference herein.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 20212024 Annual Meeting of Shareholders, to be filed with the SEC within 120 days following the end of our fiscal year.

year-end, which was December 31, 2023.
ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 20212024 Annual Meeting of Shareholders, to be filed with the SEC within 120 days following the end of our fiscal year.

year-end, which was December 31, 2023.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 20212024 Annual Meeting of Shareholders, to be filed with the SEC within 120 days following the end of our fiscal year.

year-end, which was December 31, 2023.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 20212024 Annual Meeting of Shareholders, to be filed with the SEC within 120 days following the end of our fiscal year.

year-end, which was December 31, 2023.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 20212024 Annual Meeting of Shareholders, to be filed with the SEC within 120 days following the end of our fiscal year.year-end, which was December 31, 2023.





119158


ITEM 15. Exhibits and Financial Statement Schedules
a.Documents Filed as Part of this Report

The following financial statements are set forth in Item 8:

8:
Nuveen Churchill Direct Lending Corp.

Page
Consolidated Statements of Assets and Liabilities as of December 31, 20202023 and 20192022
7586
Consolidated Statements of Operations for the Years and Period Ended December 31, 2020, 20192023, 2022 and 20182021
7687
Consolidated Statements of Changes in Net Assets for the Years and Period Ended December 31, 2020, 20192023, 2022 and 20182021
7788
Consolidated Statements of Cash Flows for the Years and Period Ended December 31, 2020, 20192023, 2022 and 20182021
7889
Consolidated Schedules of Investments as of December 31, 20202023 and 20192022
8091
Notes to Consolidated Financial Statements
92126


b.Exhibits

The following exhibits are filed as part of this Annual Report on Form 10-K or hereby incorporated by reference to exhibits previously filed with the United States Securities and Exchange Commission.
120

3.1
Articles of Incorporation (1)
3.2
Articles of Amendment and Restatement (2) (1)
3.33.2
Articles of Amendment (3) (2)
3.43.3
Bylaws (2)(1)
3.53.4
Certificate of Merger of Churchill Middle Market CLO V Ltd. (2) (1)
4.1
Form of Subscription Agreement (2)
4.1
4.2
Form of Stock Certificate (2) (1)
4.34.2
Description of Securities*Securities (7)
10.1
10.110.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.1
10.11
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)
10.210.12
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)
10.13
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)
159

10.14
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.lender (5)(4)
10.310.15
10.16
First Amendment 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)
14.110.17
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)
10.18
Amended and Restated Loan and Servicing Agreement, dated as of October 13, 2023, by and among each of the borrowers from time to time party hereto, as the borrower, Nuveen Churchill Direct Lending Corp., as the servicer, Sumitomo Mitsui Banking Corporation, as the administrative agent, collateral agent, and as the lender, U.S. Bank Trust Company, National Association, as the collateral manager, and U.S. Bank National Association as the collateral custodian and as the account bank. (16)
10.19
Borrower Joinder Agreement, dated as of October 19, 2023, among Nuveen Churchill BDC SPV II, LLC, Nuveen Churchill BDC SPV IV, LLC and Sumitomo Mitsui Bank Corporation,as the administrative agent *
10.20
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)
10.21
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)
10.22
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)
10.23
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)
10.24
Senior Secured Revolving Credit Agreement, dated as of June 23, 2023, by and among Nuveen Churchill Direct Lending Corp., as the borrower, Sumitomo Mitsui Banking Corporation, as the administrative agent and the lenders. (15)
10.25
Indenture and Security Agreement, dated as of December 7, 2023, by and between Churchill NCDLC CLO-II, LLC, as issuer, and U.S. Bank Trust Company, National Association, as trustee. (17)
10.26
Placement Agreement, dated as of December 7, 2023, by and among Churchill NCDLC CLO-II, LLC, as issuer, SMBC Nikko Securities America, Inc., as placement agent, and Capital One Securities, Inc., as co-placement agent. (17)
10.27
Collateral Management Agreement, dated as of December 7, 2023, by and between Churchill NCDLC CLO-II, LLC, as issuer, and Nuveen Churchill Direct Lending Corp., as collateral manager. (17)
10.28
Class A-L-A Loan Agreement, dated December 7, 2023, by and among Churchill NCDLC CLO-II, LLC, as borrower, U.S. Bank Trust Company, National Association, as loan agent and as trustee under the indenture and security agreement, and each of the Class A-L-A Lenders party thereto. (17)
10.29
Class A-L-B Loan Agreement, dated December 7, 2023, by and among Churchill NCDLC CLO-II, LLC, as borrower, U.S. Bank Trust Company, National Association, as loan agent and as trustee under the indenture and security agreement, and each of the Class A-L-B Lenders party thereto. (17)
10.30
Purchase and Placement Agreement, dated February 9, 2024, by and among Churchill NCDLC CLO-III LLC, as issuer, and Wells Fargo Securities, LLC, as initial purchaser. (20)
14.1
14.2
14.219.1
21.1
31.1
31.2
160

32
97.1

*Filed herewith.
(1)Previously filed on December 23, 2019 with the Company’s Registration Statement on Form 10 (File No. 000-56133) and incorporated by reference herein.
(2)Previously filed on January 29, 2020 with Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56133) and incorporated by reference herein.
(3)(2)Previously filed on June 2, 2020 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(4)(3)Previously filed on September 15, 2020 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(5)(4)Previously filed on October 30, 2020 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(6)(5)Previously filed on November 30, 2020 with the Company's Current Report on Form 8-K and incorporated by reference herein.

(6)Previously filed on December 28, 2021 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(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.
(15)Previously filed on June 28, 2023 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(16)Previously filed on October 30, 2023 with the Company's Quarterly Report on Form 10-Q and incorporated by reference herein.
(17)Previously filed on December 12, 2023 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(18)Previously filed on January 24, 2024 with Pre-Effective Amendment No. 2 to the Company's Registration Statement on Form N-2 and incorporated by reference herein.
(19)Previously filed on January 30, 2024 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(20)Previously filed on February 15, 2024 with the Company's Current Report on Form 8-K and incorporated by reference herein.

161

ITEM 16. FORM 10-K SUMMARY    

None.
121162


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 12, 2021February 27, 2024
Nuveen Churchill Direct Lending Corp.
By:/s/ Kenneth Kencel
Name: Kenneth Kencel
Title: President and Chief Executive Officer
Nuveen Churchill Direct Lending Corp.
By:/s/ Shai Vichness
Name: Shai Vichness
Title: Chief Financial Officer and Treasurer


































122163



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: March 12, 2021

February 27, 2024
Nuveen Churchill Direct Lending Corp.
By:/s/ Reena Aggarwal
Name: Reena Aggarwal
Title: Director
By:/s/ David Kirchheimer
Name: David Kirchheimer
Title: Director
By:/s/ Kenneth Miranda
Name: Kenneth Miranda
Title: Director
By:/s/ Michael Perry
Name: Michael Perry
Title: Director
By:/s/ Stephen Potter
Name: Stephen Potter
Title: Director
By:/s/ James Ritchie
Name: James Ritchie
Title: Director
123164