Workflow
Nuveen Churchill Direct Lending(NCDL)
icon
Search documents
Nuveen Churchill Direct Lending(NCDL) - 2022 Q4 - Annual Report
2023-03-09 21:48
Investment Strategy and Risk Management - The Senior Loan Investment Team regularly assesses the risk profile of Senior Loan investments, while the Junior Capital Investment Team does the same for Junior Capital Investments, employing a proactive monitoring approach[62] - The Company expects to co-invest with affiliates, enhancing investment opportunities and diversification[82] - The Company faces competition from larger entities with greater resources, which may impact its business and financial condition[65] ESG Policy and Compliance - Churchill's ESG policy evaluates ESG-related risks that could impact a company's operations and reputation, using a proprietary ESG rating template for investment opportunities[63] - The ESG policy is updated as needed to reflect changing practices and industry standards, but does not imply a specific ESG investment strategy[64] Company Structure and Growth - The Company is classified as an emerging growth company and expects to remain so for up to five years post-IPO, with specific revenue thresholds for transitioning out of this status[66] - The Company may seek an Exchange Listing and complete an IPO within five years of the Initial Closing, with provisions for winding down if unsuccessful[69] Financial Requirements and Compliance - The Company must maintain at least 70% of its total assets in qualifying assets as defined under the 1940 Act[71] - The Company has established a 150% asset coverage ratio requirement for issuing senior securities, allowing it to borrow $2 for every $1 of equity[77] - The Company is required to provide annual reports containing audited financial statements and comply with periodic reporting requirements[98] - To qualify as a RIC, the Company must distribute at least 90% of its investment company taxable income annually[101] - The Company must derive at least 90% of gross income from specific sources to qualify as a RIC, including dividends and interest[109] - The Company must maintain compliance with the 1940 Act to avoid jeopardizing its RIC status[104] - The Company is subject to periodic examinations by the SEC for compliance with the 1940 Act[84] - The Company must designate a chief compliance officer and implement policies to prevent violations of federal securities laws[86] Taxation and Distribution Requirements - The Company may face a 4% excise tax on undistributed income unless it meets specific distribution requirements[103] - Financial covenants in debt agreements may restrict the Company's ability to make distributions to shareholders[107] - The Company may need to borrow funds or sell assets to meet the Annual Distribution Requirement, which could limit its ability to dispose of assets advantageously[108] - The Company may realize gains or losses from liquidating investments to meet distribution requirements, potentially leading to larger capital gain distributions[110] - A failure to qualify as a RIC would subject the Company to U.S. federal income tax at regular corporate rates, impacting shareholder distributions[111] Interest Rate Risk - The Company is subject to interest rate risk, which affects net investment income due to fluctuations in borrowing rates[417] - As of December 31, 2022, approximately 4.58% of the Company's debt investments bear interest at a fixed rate, while 95.42% bear interest at a floating rate[419] - Interest income could increase by $11,493,000 if interest rates rise by 100 basis points, resulting in a net income of $4,439,000[422] - If interest rates increase by 300 basis points, interest income could rise to $34,479,000, leading to a net income of $13,316,000[422] - The Federal Reserve's interest rate hikes could increase the Company's cost of funds, reducing net investment income if not offset by higher interest income[418] - The Company must monitor its transactions to mitigate potential adverse tax effects from complex federal income tax provisions[109] Capital Raising and Financing - The Private Offering allows the Company to raise capital from accredited investors without a limit on the number of shares or capital raised, with the fundraising period extended to March 13, 2022[68] - The Company currently has a revolving credit facility and may enter into additional credit facilities and term debt securitizations in the future[79] - The SEC granted the Company a permanent amendment to allow follow-on investments with certain private fund affiliates[83] Ethical Standards - The Company has adopted a code of ethics that restricts personal securities transactions by its officers and employees[80]
Nuveen Churchill Direct Lending(NCDL) - 2022 Q2 - Quarterly Report
2022-08-08 21:12
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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) (State or other jurisdiction of incorporation or organization) ...
Nuveen Churchill Direct Lending(NCDL) - 2022 Q1 - Quarterly Report
2022-05-10 21:25
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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) (State or other jurisdiction of incorporation or organization) ...
Nuveen Churchill Direct Lending(NCDL) - 2021 Q4 - Annual Report
2022-03-10 22:25
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2021 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) (State or other jurisdiction of incorporation or organization) (I ...
Nuveen Churchill Direct Lending(NCDL) - 2021 Q3 - Quarterly Report
2021-11-10 22:04
[PART I FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Item 1. Consolidated Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20%28Unaudited%29) This section presents Nuveen Churchill Direct Lending Corp.'s unaudited consolidated financial statements as of September 30, 2021, covering financial position, operations, cash flows, and investments [Consolidated Statements of Assets and Liabilities](index=5&type=section&id=Consolidated%20Statements%20of%20Assets%20and%20Liabilities) As of September 30, 2021, total assets grew to $683.0 million from $353.5 million at year-end 2020, driven by a significant increase in investments at fair value, with total liabilities also increasing to $370.1 million from $195.8 million primarily due to higher secured borrowings, consequently nearly doubling total net assets to $313.0 million and raising net asset value (NAV) per share to $19.27 from $18.74 Consolidated Statement of Assets and Liabilities Highlights (in thousands) | Metric | September 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Investments, at fair value** | $655,805 | $335,259 | | **Total Assets** | $683,015 | $353,460 | | **Total Liabilities** | $370,051 | $195,819 | | **Total Net Assets** | $312,964 | $157,641 | | **Net Asset Value per Share** | $19.27 | $18.74 | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) For the nine months ended September 30, 2021, total investment income surged to $23.7 million from $8.5 million in the prior-year period, driven by higher interest income, leading to net investment income increasing to $12.6 million from $3.3 million and a net increase in net assets from operations of $17.9 million, a significant turnaround from a net decrease of $0.9 million in the same period of 2020, largely due to a positive swing in the change in unrealized appreciation of investments Statement of Operations Summary (in thousands) | Metric | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Total Investment Income | $23,690 | $8,513 | | Net Expenses after Expense Support | $11,125 | $5,228 | | Net Investment Income | $12,565 | $3,285 | | Total Net Realized and Unrealized Gain (Loss) | $5,370 | $(4,207) | | **Net Increase (Decrease) in Net Assets** | **$17,935** | **$(922)** | [Consolidated Statements of Changes in Net Assets](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Net%20Assets) For the nine months ended September 30, 2021, net assets increased by $155.3 million to reach $313.0 million, primarily driven by $150.1 million from capital share transactions and a $17.9 million net increase from operations, partially offset by $12.7 million in shareholder distributions Changes in Net Assets for Nine Months Ended Sep 30, 2021 (in thousands) | Description | Amount | | :--- | :--- | | Net Assets, beginning of period | $157,641 | | Net Increase from Operations | $17,935 | | Shareholder Distributions | $(12,679) | | Net Increase from Capital Share Transactions | $150,067 | | **Net Assets, end of period** | **$312,964** | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2021, net cash used in operating activities was $306.5 million, mainly for the purchase of investments, while net cash provided by financing activities was $309.0 million, driven by proceeds from the issuance of common shares ($150.0 million) and net secured borrowings ($168.0 million), resulting in a net increase in cash of $2.6 million Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(306,481) | $(23,171) | | Net Cash Provided by Financing Activities | $309,046 | $44,206 | | **Net Increase in Cash** | **$2,565** | **$21,035** | [Consolidated Schedules of Investments](index=10&type=section&id=Consolidated%20Schedules%20of%20Investments) As of September 30, 2021, the company's investment portfolio had a fair value of $671.6 million, heavily concentrated in debt investments ($648.9 million), which represent 207.4% of net assets, with the portfolio diversified across various industries, and the vast majority of investments being non-controlled/non-affiliated first-lien term loans Portfolio Composition by Investment Type (Sep 30, 2021, in thousands) | Investment Type | Amortized Cost | Fair Value | % of Net Assets | | :--- | :--- | :--- | :--- | | Debt Investments | $648,678 | $648,923 | 207.4% | | Equity Investments | $5,629 | $6,882 | 2.2% | | Cash Equivalents | $15,776 | $15,776 | 5.1% | | **Total Investments** | **$670,083** | **$671,581** | **214.7%** | - The portfolio is diversified across numerous industries, with the top three being Services: Business (**19.0%**), High Tech Industries (**11.1%**), and Beverage, Food & Tobacco (**9.3%**) by fair value[235](index=235&type=chunk) [Notes to Consolidated Financial Statements (Unaudited)](index=27&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20%28Unaudited%29) This section provides detailed explanations of the company's organization, significant accounting policies, fair value measurements, related-party transactions, debt facilities, commitments, net assets, financial highlights, and subsequent events, including key policies like valuing investments at fair value (mostly Level 3) and recognizing interest income on an accrual basis, along with significant related-party agreements and credit facilities for leverage [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and results of operations, highlighting its investment strategy focused on senior secured loans to U.S. middle-market companies, covering significant growth in the investment portfolio, revenue, and net assets driven by capital raises and investment activity, and detailing the impact of COVID-19, critical accounting policies, portfolio composition and quality, liquidity and capital resources, and related-party transactions - The company's investment objective is to generate income by investing primarily in senior secured loans to private equity-owned U.S. middle market companies with EBITDA between **$10.0 million** and **$100.0 million**[200](index=200&type=chunk) - The Fundraising Period for the company's private offering was extended by the Board from 18 months to 24 months, now ending on **March 13, 2022**[203](index=203&type=chunk) Results of Operations Summary (in thousands) | Metric | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Total Investment Income | $23,690 | $8,513 | | Net Investment Income | $12,565 | $3,285 | | Net Increase (Decrease) in Net Assets | $17,935 | $(922) | [Portfolio and Investment Activity](index=57&type=section&id=Portfolio%20and%20investment%20activity) The investment portfolio grew significantly, with total investments at amortized cost increasing from $338.7 million at year-end 2020 to $654.3 million as of September 30, 2021, driven by $417.6 million in new investment purchases, with the portfolio remaining heavily weighted towards first-lien term loans (86.8% of fair value) and maintaining stable asset quality, with 93.6% rated 'Performing - Stable Risk' (Rating 4) and a weighted average internal risk rating of 4.1 Investment Activity for Nine Months Ended Sep 30, 2021 (in thousands) | Activity | Amount | | :--- | :--- | | Total investments, beginning of period | $338,738 | | Purchase of investments | $417,621 | | Proceeds from repayments and sales | $(103,210) | | **Total investments, end of period** | **$654,307** | Portfolio Asset Quality by Fair Value (Sep 30, 2021) | Rating Category | Fair Value (in thousands) | % of Portfolio | | :--- | :--- | :--- | | 4 - Performing - Stable Risk | $613,722 | 93.6% | | 5 - Performing - Management Notice | $24,101 | 3.7% | | 6 - Watch List - Low Maintenance | $17,982 | 2.7% | | **Total** | **$655,805** | **100.0%** | [Liquidity and Capital Resources](index=62&type=section&id=Liquidity%20and%20capital%20resources) The company's liquidity is sourced from capital drawdowns, investment income, and credit facilities, with $208.5 million in uncalled capital commitments and $86.8 million available for borrowing across its three credit facilities as of September 30, 2021, while maintaining an asset coverage ratio of 186.9%, well above the 150% regulatory requirement, and total debt obligations of $360.1 million - As of September 30, 2021, the company had received capital commitments totaling **$519.7 million**, with **$208.5 million** remaining undrawn[256](index=256&type=chunk) Available Borrowing Capacity (Sep 30, 2021, in millions) | Facility | Amount Available | | :--- | :--- | | SPV I Financing Facility | $64.4 | | Subscription Facility | $8.0 | | SPV II Financing Facility | $14.5 | | **Total Available** | **$86.9** | - The company's asset coverage ratio was **186.9%** as of September 30, 2021, compliant with the **150%** minimum requirement for BDCs[252](index=252&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=70&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks, primarily valuation risk for its illiquid private investments and interest rate risk, with 96.14% of the loan portfolio having floating interest rates as of September 30, 2021, and an analysis showing that a 200 basis point increase in interest rates would result in a net positive impact of $350 thousand to annual net income, while a 100 basis point increase would have a negative impact of $1.6 million due to LIBOR floors on assets - The company's primary market risks are valuation risk for its illiquid portfolio and interest rate risk due to its floating-rate assets and liabilities[291](index=291&type=chunk)[292](index=292&type=chunk) Interest Rate Sensitivity Analysis (in thousands) | Changes in Interest Rates | Impact on Net Income | | :--- | :--- | | -25 Basis Points | $621 | | +100 Basis Points | $(1,630) | | +200 Basis Points | $350 | | +300 Basis Points | $2,331 | [Item 4. Controls and Procedures](index=71&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of September 30, 2021, concluding that these controls were effective in ensuring timely recording, processing, and reporting of information required for SEC filings, with no material changes in internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of the period[298](index=298&type=chunk) - No material changes to the internal control over financial reporting occurred during the most recently completed fiscal quarter[299](index=299&type=chunk) [PART II OTHER INFORMATION](index=72&type=section&id=PART%20II%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=72&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it, along with its consolidated subsidiaries, the Adviser, and the Sub-Adviser, are not currently subject to any material legal proceedings, nor are any known to be threatened - The company is not currently subject to any material legal proceedings[301](index=301&type=chunk) [Item 1A. Risk Factors](index=72&type=section&id=Item%201A.%20Risk%20Factors) This section highlights material changes to risk factors, focusing on the upcoming transition away from LIBOR, which could impact interest rates on portfolio loans and company borrowings, and introduces new risks related to corporate social responsibility (ESG) scrutiny and potential adverse effects from new tax legislation proposed by the Biden Administration - The company faces risks from the planned cessation of LIBOR after **2021** and **2023**, which may require renegotiating credit agreements and could adversely affect interest income and borrowing costs[303](index=303&type=chunk)[304](index=304&type=chunk)[306](index=306&type=chunk) - The company is subject to increasing public scrutiny and potential regulatory initiatives related to environmental, social, and governance (ESG) activities, which could damage its brand and reputation[307](index=307&type=chunk) - Potential changes to U.S. tax rules, including proposals from the Biden Administration, could negatively affect the company's ability to qualify as a RIC and the tax consequences for its shareholders[308](index=308&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=73&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company states that, other than shares issued through its dividend reinvestment plan, it did not sell any unregistered securities during the period covered by the report - No unregistered securities were sold during the period, except as part of the dividend reinvestment plan[309](index=309&type=chunk) [Item 3. Defaults Upon Senior Securities](index=73&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the reporting period - None[310](index=310&type=chunk) [Item 6. Exhibits](index=74&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and the Second Amended and Restated Investment Sub-Advisory Agreement, with other corporate governance documents incorporated by reference from previous filings - Exhibits filed include CEO and CFO certifications pursuant to the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002[315](index=315&type=chunk) - The Second Amended and Restated Investment Sub-Advisory Agreement, dated October 7, 2021, was previously filed and is incorporated by reference[315](index=315&type=chunk)
Nuveen Churchill Direct Lending(NCDL) - 2021 Q2 - Quarterly Report
2021-08-05 20:18
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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) (State or other jurisdiction of incorporation or organization) ...
Nuveen Churchill Direct Lending(NCDL) - 2021 Q1 - Quarterly Report
2021-05-06 18:48
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR 430 Park Avenue, 14 Floor, New York, NY 10022 (Address of principal executive offices) (Zip Code) th (212) 207-2003 (Registrant's telephone number, including area code) ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file numb ...
Nuveen Churchill Direct Lending(NCDL) - 2020 Q4 - Annual Report
2021-03-12 21:08
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2020 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) (State or other jurisdiction of incorporation or organization) (I ...
Nuveen Churchill Direct Lending(NCDL) - 2020 Q3 - Quarterly Report
2020-11-06 21:38
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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) (State or other jurisdiction of incorporation or organizat ...
Nuveen Churchill Direct Lending(NCDL) - 2020 Q2 - Quarterly Report
2020-08-06 20:53
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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) (State or other jurisdiction of incorporation or organization) ...