Nuveen Churchill Direct Lending Corp. Announces Closing of Public Offering of $300 Million 6.650% Notes Due 2030

Rhea-AI Summary

Nuveen Churchill Direct Lending Corp. (NYSE: NCDL) has successfully closed a public offering of $300 million in unsecured notes due 2030. The notes carry a 6.650% interest rate, payable semi-annually starting September 15, 2025, and will mature on March 15, 2030.

The offering resulted in net proceeds of approximately $296 million after deducting underwriting discount and estimated expenses. The notes can be redeemed before February 15, 2030, at par plus a make-whole premium and accrued interest.

The company plans to use the proceeds to repay its secured special purpose vehicle asset credit facility with Wells Fargo Bank, N.A., partially repay its senior secured revolving credit facility with Sumitomo Mitsui Banking , and for general corporate purposes, including potential investments aligned with the company's objectives.

Positive

• Successful raising of $300 million through notes offering
• Net proceeds of $296 million strengthen company's capital position
• Debt refinancing opportunity through repayment of existing credit facilities

Negative

• Additional interest expense burden of 6.650% annually
• Long-term debt commitment until 2030

Insights

Fixed Income Analyst

The completion of Nuveen Churchill's $300 million notes offering represents a strategic shift in their capital structure, with several key implications for investors:

Debt Structure Optimization: The transition from secured facilities to unsecured notes is particularly noteworthy. By refinancing the Wells Fargo secured SPV facility and partially paying down the Sumitomo Mitsui revolving credit facility, the company is effectively restructuring its debt profile. This move typically provides greater operational flexibility as unsecured debt usually comes with fewer covenants and restrictions.

Interest Rate Analysis: The 6.65% interest rate is relatively competitive in the current market environment. With the notes extending until 2030, this rate locks in medium-term financing costs in a period of uncertain interest rate trajectories. The semi-annual interest payments structure and make-whole provision are standard features that protect both the issuer and investors.

Financial Impact: The $296 million net proceeds, after approximately $4 million in offering costs, demonstrate efficient capital raising with relatively low transaction costs (1.33% of gross proceeds). This refinancing could potentially improve the company's debt service profile and provide additional financial flexibility for their direct lending operations.

Market Position: The strong syndicate of underwriters, including major firms like BofA Securities, SMBC Nikko, Wells Fargo and Morgan Stanley, suggests robust institutional interest and validates the company's credit standing. The successful placement of these notes indicates positive market reception and confidence in Nuveen Churchill's business model.

NEW YORK--(BUSINESS WIRE)-- Nuveen Churchill Direct Lending Corp. (the “Company,” “we,” “us,” or “our”) (NYSE: NCDL) today announced that it has closed a public offering of $300.0 million aggregate principal amount of 6.650% unsecured notes due 2030 (the “Notes”), which resulted in net proceeds to the Company of approximately $296.0 million, after deducting the underwriting discount and the estimated offering expenses payable by the Company.

The Notes bear interest at a rate of 6.650% per year payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2025. The Notes will mature on March 15, 2030, and may be redeemed in whole or in part at the Company’s option at any time prior to February 15, 2030, at par plus a “make-whole” premium plus accrued interest, and thereafter at par.

BofA Securities, Inc., SMBC Nikko Securities America, Inc., Wells Fargo Securities, LLC, and Morgan Stanley & Co. LLC served as the joint book-running managers for this offering. Citizens JMP Securities, LLC, Keefe, Bruyette & Woods, a Stifel Company, MUFG Securities Americas Inc., Truist Securities, Inc., and U.S. Bancorp Investments, Inc. acted as co-managers for this offering. The Company intends to use the net proceeds from this offering to repay in full the outstanding indebtedness under the Company’s secured special purpose vehicle asset credit facility with Wells Fargo Bank, N.A., to repay a portion of outstanding indebtedness under the Company’s senior secured revolving credit facility with Sumitomo Mitsui Banking Corporation, and for general purposes, which may include, among other things, investing in accordance with the Company’s investment objective and strategies.

Investors are advised to consider carefully the investment objective, risks and charges and expenses of the Company before investing. The preliminary prospectus supplement dated January 14, 2025 and the accompanying prospectus dated December 20, 2024, each of which has been filed with the Securities and Exchange Commission (the “SEC”), contain a description of these matters and other important information about the Company and should be read carefully before investing.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of, the Notes referred to in this press release, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. A registration statement on Form N-2 (File No. 333-283950) relating to the Notes was filed on December 20, 2024 and became effective immediately upon filing with the SEC.

This offering was made solely by means of a written prospectus forming part of the effective registration statement and a related preliminary prospectus supplement, which may be obtained for free by visiting the SEC’s website at www.sec.gov or or from of any of the following investment banks by calling: BofA Securities, Inc. at 1-800-294-1322, SMBC Nikko Securities America, Inc. at 1-212-224-5135, Wells Fargo Securities LLC at 1-800-645-3751, and Morgan Stanley & Co. LLC at 1-866-718-1649.

ABOUT NUVEEN CHURCHILL DIRECT LENDING CORP.

NCDL is a specialty finance company focused primarily on investing in senior secured loans to private equity-owned U.S. middle market companies. NCDL has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. NCDL is externally managed by its investment adviser, Churchill DLC Advisor LLC, and by its sub-adviser, Churchill Asset Management LLC. Both the investment adviser and sub-adviser are affiliates and subsidiaries of Nuveen, LLC (“Nuveen”), the investment management division of Teachers Insurance and Annuity Association of America (“TIAA”) and one of the largest asset managers globally. Churchill Asset Management LLC is a leading capital provider for private equity-backed middle market companies and operates as the exclusive U.S. middle market direct lending and private capital business of Nuveen and TIAA.

FORWARD-LOOKING STATEMENTS

Statements included herein contain certain “forward-looking statements” within the meaning of the federal securities laws, including statements with regard to the Notes offering and the anticipated use of the net proceeds of the offering. Forward-looking statements can be identified by the use of forward looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or negative versions of those words, other comparable words or other statements that do not relate to historical or factual matters. The forward-looking statements are based on our beliefs, assumptions and expectations of future events and our future performance, taking into account all information currently available to us. These statements are not guarantees of future events, performance, condition or results and involve a number of risks and uncertainties, including the factors set forth in “Risk Factors” and elsewhere in our annual report on Form 10-K, our quarterly reports on Form 10-Q, and our other filings with the SEC. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including, but not limited to: changes in the financial, capital, and lending markets; general economic, political, and industry trends and other external factors; and the dependence of NCDL’s future success on the general economy and its impact on the industries in which it invests.

Any forward-looking statement speaks only as of the date on which it is made. The Company undertakes no duty to update any forward-looking statements made herein, whether as a result of new information, future developments or otherwise, except as required by law.

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Investor Contact

Investor Relations

Robert.Paun@churchillam.com



Media Contact:

Prosek Partners

Madison Hanlon

Pro-churchill@prosek.com

Source: Nuveen Churchill Direct Lending Corp.

FAQ

What is the interest rate and maturity date of NCDL's 2024 notes offering?

The notes carry a 6.650% interest rate and will mature on March 15, 2030, with interest payable semi-annually starting September 15, 2025.

How much did NCDL raise in its January 2024 notes offering?

NCDL raised $300 million in aggregate principal amount, resulting in net proceeds of approximately $296 million after deducting underwriting discount and estimated expenses.

What will NCDL use the proceeds from its 2024 notes offering for?

The proceeds will be used to repay the Wells Fargo credit facility, partially repay the Sumitomo Mitsui Banking revolving credit facility, and for general corporate purposes including potential investments.

When can NCDL redeem the 2030 notes?

The notes can be redeemed at any time prior to February 15, 2030, at par plus a make-whole premium and accrued interest, and thereafter at par.