Nuveen Churchill Direct Lending 10Q 2023 Q3 Quarterly report

0001737924ASTP Holdings Co-Investment LP2022-12-31

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, 2023


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

Commission file number: 000-56133

NUVEEN CHURCHILL DIRECT LENDING CORP.

(Exact name of registrant as specified in its charter)


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

(212) 478-9200

(Registrant’s telephone number, including area code)

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 Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

None

N/A

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

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

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

As of October 30, 2023, the registrant had 35,744,496 shares of common stock, $0.01 par value, outstanding.

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements (Unaudited)

Consolidated Statements of Assets and Liabilities as of September 30, 2023 (Unaudited) and December 31, 2022

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)

Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)

Consolidated Schedules of Investments as of Sept em ber 30, 2023 (Unaudited) and December 31, 2022

Notes to Consolidated Financial Statements (Unaudited)

Item 2.

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

FORWARD-LOOKING STATEMENTS

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

•our future operating results;

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

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

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

•the impact of increased competition;

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

•the impact of interest rate volatility, 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 Advisers, and/or their respective affiliates;

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

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

•the adequacy of our financing sources and working capital;

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

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

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

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

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

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

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

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


	September 30, 2023		December 31, 2022
	(Unaudited)
Assets
Investments
Non-controlled/non-affiliated company investments, at fair value (amortized cost of $1,510,014 and $1,225,573, respectively)	$	1,481,012	$	1,200,376
Cash and cash equivalents	35,971		39,270
Restricted cash	50		50
Due from adviser expense support (See Note 4)	632		1,147

Interest receivable	15,786		11,898
Receivable for investments sold	5,118		719
Contribution receivable	35		458
Prepaid expenses	57		41

Total assets	$	1,538,661	$	1,253,959

Liabilities
Secured borrowings (net of $6,357 and $5,675 deferred financing costs, respectively) (See Note 5)	$	860,190	$	699,772
Payable for investments purchased	—		56
Interest payable	12,620		8,812
Due to adviser expense support (See Note 4)	865		1,147

Management fees payable	2,722		2,211
Distributions payable	19,573		14,325
Directors’ fees payable	96		96
Accounts payable and accrued expenses	3,636		2,583
Total liabilities	$	899,702	$	729,002

Commitments and contingencies (See Note 6)

Net Assets: (See Note 7)

Common shares, $0.01 par value, 500,000,000 and 500,000,000 shares authorized, 35,585,951 and 28,650,548 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	$	356	$	287
Paid-in-capital in excess of par value	673,883		548,600
Total distributable earnings (loss)	(35,280)		(23,930)
Total net assets	$	638,959	$	524,957

Total liabilities and net assets	$	1,538,661	$	1,253,959

Net asset value per share (See Note 8)	$	17.96	$	18.32

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Investment income:
Non-controlled/non-affiliated company investments:
Interest income	$	40,370	$	21,438	$	110,049	$	51,105
Payment-in-kind interest income	951		216		1,823		544
Dividend income	16		130		56		130
Other income	409		816		879		1,421
Total investment income	41,746		22,600		112,807		53,200

Expenses:
Interest and debt financing expenses	16,048		7,301		43,089		14,559
Management fees (See Note 4)	2,722		2,000		7,503		5,252
Professional fees	730		296		2,284		741

Directors' fees	96		96		287		287
Administration fees (See Note 4)	370		210		1,029		615
Other general and administrative expenses	98		332		1,388		645
Total expenses before expense support	20,064		10,235		55,580		22,099
Expense support (See Note 4)	—		(55)		(158)		(149)
Net expenses after expense support	20,064		10,180		55,422		21,950


Net investment income	21,682		12,420		57,385		31,250

Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on non-controlled/non-affiliated company investments	(13,107)		(501)		(6,408)		(409)
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments	11,574		(5,924)		(3,805)		(20,815)
Total net realized and unrealized gain (loss) on investments	(1,533)		(6,425)		(10,213)		(21,224)

Net increase (decrease) in net assets resulting from operations	$	20,149	$	5,995	$	47,172	$	10,026

Per share data:
Net investment income per share - basic and diluted	$	0.62	$	0.51	$	1.83	$	1.39
Net increase (decrease) in net assets resulting from operations per share - basic and diluted	$	0.58	$	0.24	$	1.50	$	0.45
Weighted average common shares outstanding - basic and diluted	34,812,720		24,489,969		31,409,296		22,419,189

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Increase (decrease) in net assets resulting from operations:
Net investment income	$	21,682	$	12,420	$	57,385	$	31,250
Net realized gain (loss) on investments	(13,107)		(501)		(6,408)		(409)
Net change in unrealized appreciation (depreciation) on investments	11,574		(5,924)		(3,805)		(20,815)
Net increase (decrease) in net assets resulting from operations	20,149		5,995		47,172		10,026
Shareholder distributions:
Distributions declared from net investment income	(19,572)		(11,933)		(52,487)		(30,242)
Distributions declared from realized gains	—		—		(6,036)		—
Net increase (decrease) in net assets resulting from shareholder distributions	(19,572)		(11,933)		(58,523)		(30,242)
Capital share transactions:
Issuance of common shares, net	78,565		50,065		118,542		114,995
Reinvestment of shareholder distributions, net	2,320		876		6,811		1,946

Net increase (decrease) in net assets resulting from capital share transactions	80,885		50,941		125,353		116,941
Total increase (decrease) in net assets	81,462		45,003		114,002		96,725
Net assets, at beginning of period	557,497		425,773		524,957		374,051
Net assets, at end of period	$	638,959	$	470,776	$	638,959	$	470,776

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

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


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	47,172	$	10,026

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities
Purchase of investments	(352,883)		(385,140)
Proceeds from principal repayments and sales of investments	65,851		35,483
Payment-in-kind interest	(1,823)		(385)
Amortization of premium/accretion of discount, net	(1,994)		(1,233)
Net realized (gain) loss on investments	6,408		409
Net change in unrealized (appreciation) depreciation on investments	3,805		20,815
Amortization of deferred financing costs	1,424		970
Amortization of offering costs	(23)		(50)
Changes in operating assets and liabilities:
Due from adviser expense support	515		(192)
Interest receivable	(3,888)		(5,840)
Receivable for investments sold	(4,399)		4,391

Prepaid expenses	(16)		10

Payable for investments purchased	(56)		(25,729)
Interest payable	3,808		5,671
Due to adviser expense support	(282)		192

Management fees payable	511		624


Accounts payable and accrued expenses	1,053		398
Net cash provided by (used in) operating activities	(234,817)		(339,580)

Cash flows from financing activities:

Proceeds from issuance of common shares	118,988		115,045

Shareholder distributions	(46,464)		(24,001)
Proceeds from secured borrowings	340,600		664,200
Repayments of secured borrowings	(179,500)		(410,000)
Payments of deferred financing costs	(2,106)		(3,336)
Net cash provided by (used in) financing activities	231,518		341,908

Net increase (decrease) in Cash and Cash Equivalents and Restricted Cash	(3,299)		2,328
Cash and Cash Equivalents and Restricted Cash, beginning of period	39,320		35,236
Cash and Cash Equivalents and Restricted Cash, end of period	$	36,021	$	37,564

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	37,857	$	7,918



Supplemental disclosure of non-cash flow Information:
Reinvestment of shareholder distributions	$	6,811	$	1,946

See Notes to Consolidated Financial Statements

The following tables provide a reconciliation of cash and cash equivalents and restricted cash reported on the consolidated statements of assets and liabilities that sum to the total of comparable amounts on the consolidated statements of cash flows (dollars in thousands):


	September 30, 2023		September 30, 2022
Cash and cash equivalents	$	35,971	$	37,514
Restricted cash	50		50
Total cash and cash equivalents and restricted cash shown on the Consolidated Statements of Cash Flows	$	36,021	$	37,564

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount		Amortized Cost		Fair Value (4)		% of Net Assets (5)

Investments
Debt Investments
Aerospace & Defense
AEgis Technologies	(6) (13)	First Lien Term Loan	S + 6.50%	11.90	%	10/31/2025	$	14,695	$	14,624	$	14,535	2.27	%
Arotech	(6) (13)	First Lien Term Loan	S + 6.25%	11.65	%	10/22/2026	9,226		9,147		8,606		1.35	%
Arotech (Delayed Draw)	(6) (13)	First Lien Term Loan	S + 6.25%	11.65	%	10/22/2026	449		447		419		0.07	%
Loc Performance Products	(6) (13)	First Lien Term Loan	S + 5.25%	10.65	%	12/22/2026	6,576		6,517		6,261		0.98	%
Turbine Engine Specialist, Inc	(17)	Subordinated Debt	S + 9.50%	14.90	%	3/1/2029	2,563		2,499		2,499		0.39	%
Valkyrie	(17)	Subordinated Debt	N/A	10.50% (Cash) 1.00% (PIK)		11/17/2027	2,829		2,783		2,720		0.43	%
Total Aerospace & Defense									36,017		35,040		5.49	%

Automotive
American Auto Auction Group	(6) (13)	First Lien Term Loan	S + 5.00%	10.40	%	12/30/2027	10,547		10,465		9,776		1.53	%
Classic Collision (Delayed Draw) (Incremental Tranche A-4)	(11) (17)	First Lien Term Loan	S + 5.75%	11.07	%	1/14/2026	25,233		(60)		(429)		(0.07	%)
Classic Collision (Delayed Draw) (Incremental)	(6) (13)	First Lien Term Loan	S + 5.75%	11.07	%	1/14/2026	6,958		6,958		6,840		1.07	%
Classic Collision (Incremental)	(6) (9) (13)	First Lien Term Loan	S + 5.75%	11.22	%	1/14/2026	7,771		7,722		7,639		1.20	%
Collision Right	(13) (17)	First Lien Term Loan	S + 5.25%	10.65	%	4/14/2028	5,310		5,285		5,267		0.83	%
Collision Right	(17)	Subordinated Debt	N/A	9.00% (Cash) 3.75% (PIK)		10/14/2028	1,398		1,366		1,356		0.21	%
Collision Right (Delayed Draw)	(17)	Subordinated Debt	N/A	9.00% (Cash) 3.75% (PIK)		10/14/2028	987		976		958		0.15	%
Covercraft	(17)	Subordinated Debt	N/A	10.00% (Cash) 0.75% (PIK)		2/21/2028	7,464		7,356		6,853		1.07	%
Covercraft (Delayed Draw)	(11) (17)	Subordinated Debt	N/A	10.00% (Cash) 0.75% (PIK)		2/21/2028	4,386		—		(359)		(0.06	%)
JEGS Automotive	(6)	First Lien Term Loan	S + 6.00%	11.40	%	12/22/2027	3,999		3,968		3,323		0.52	%
JEGS Automotive (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.00%	11.40	%	12/22/2027	930		—		(157)		(0.02	%)
OEP Glass Purchaser	(6) (13)	First Lien Term Loan	S + 5.25%	10.72	%	4/18/2028	12,563		12,465		12,311		1.93	%
Randys Holdings, Inc	(9) (13)	First Lien Term Loan	S + 6.50%	11.82	%	11/1/2028	11,166		10,965		11,022		1.73	%
Randys Holdings, Inc (Delayed Draw)	(9) (11) (17)	First Lien Term Loan	S + 6.50%	11.82	%	11/1/2028	3,750		—		(48)		(0.01	%)
S&S Truck Parts	(6) (13)	First Lien Term Loan	S + 4.75%	10.22	%	3/1/2029	6,876		6,819		6,780		1.06	%
S&S Truck Parts	(13)	First Lien Term Loan	S + 4.75%	10.07	%	3/1/2029	1,162		1,152		1,146		0.18	%
S&S Truck Parts (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 4.75%	10.07	%	3/1/2029	98		—		(1)		—	%
S&S Truck Parts (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 4.75%	10.07	%	3/1/2029	1,728		1,580		1,556		0.24	%
Total Automotive									77,017		73,833		11.56	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Banking, Finance, Insurance, Real Estate
Allied Benefit Systems	(6) (13)	First Lien Term Loan	S + 4.50%	9.82	%	11/18/2026	5,945	5,913	5,909	0.92	%
Bankruptcy Management Solutions Inc	(6)	First Lien Term Loan	S + 4.40%	9.72	%	2/28/2025	3,820	3,839	3,820	0.60	%
Coding Solutions Acquisitions	(6) (9) (13)	First Lien Term Loan	S + 5.50%	10.90	%	5/11/2028	6,448	6,394	6,295	0.99	%
Coding Solutions Acquisitions (Delayed Draw)	(9) (17)	First Lien Term Loan	S + 5.50%	10.82	%	5/11/2028	1,966	1,966	1,920	0.30	%
Long Term Care Group	(6) (9) (13)	First Lien Term Loan	S + 6.00%	11.40	%	9/8/2027	6,754	6,707	5,893	0.92	%
Patriot Growth Insurance Service (Delayed Draw) (Incremental)	(9) (11) (17)	First Lien Term Loan	S + 5.75%	11.15	%	10/14/2028	7,176	4,607	4,471	0.70	%
Risk Strategies (Delayed Draw)	(9) (17)	First Lien Term Loan	S + 5.50%	10.90	%	11/1/2026	14,906	14,906	14,560	2.28	%
Vensure Employer Services	(6) (13)	First Lien Term Loan	S + 4.75%	10.07	%	3/26/2027	14,693	14,661	14,517	2.27	%
World Insurance Associates (Delayed Draw)	(6) (9) (13) (17)	First Lien Term Loan	S + 6.00%	11.40	%	4/1/2026	14,918	14,906	14,729	2.31	%
Total Banking, Finance, Insurance, Real Estate								73,899	72,114	11.29	%

Beverage, Food & Tobacco
Bakeovations Intermediate, LLC (d/b/a Commercial Bakeries)	(7) (10) (13) (17)	First Lien Term Loan	S + 6.25%	11.65	%	9/25/2029	17,326	16,980	16,980	2.65	%
Bardstown PPC Holdings LLC	(17)	Subordinated Debt	S + 7.75%	13.15	%	8/30/2027	9,300	9,148	9,300	1.45	%
Death Wish Coffee	(6) (9) (13)	First Lien Term Loan	S + 4.75%	10.15	%	9/28/2027	9,825	9,760	9,825	1.53	%
Dessert Holdings	(6) (17)	Subordinated Debt	S + 7.25%	12.65	%	6/8/2029	9,000	8,871	7,956	1.25	%
Fresh Edge	(17)	Subordinated Debt	S + 4.50% + 5.125% (PIK)	15.02	%	4/3/2029	3,804	3,720	3,695	0.58	%
Fresh Edge (Incremental)	(17)	Subordinated Debt	S + 4.50% + 5.125% (PIK)	15.02	%	4/3/2029	760	741	738	0.12	%
Handgards	(6) (13)	First Lien Term Loan	S + 7.00%	12.40	%	10/14/2026	14,550	14,391	14,550	2.28	%
Harvest Hill Beverage Company	(17)	Subordinated Debt	S + 9.00%	14.32	%	2/28/2029	3,640	3,537	3,573	0.56	%
KSLB Holdings LLC	(13)	First Lien Term Loan	S + 4.50%	9.90	%	7/30/2025	2,865	2,850	2,707	0.42	%
Rise Baking	(6) (9) (13)	First Lien Term Loan	S + 6.25%	11.57	%	8/13/2027	14,738	14,584	14,738	2.31	%
Watermill Express, LLC	(6) (9) (13)	First Lien Term Loan	S + 5.00%	10.40	%	4/20/2027	3,265	3,243	3,203	0.50	%
Watermill Express, LLC (Delayed Draw)	(9) (17)	First Lien Term Loan	S + 5.00%	10.40	%	4/20/2027	315	315	309	0.05	%
Palmetto Acquisitionco, Inc.	(13) (17)	First Lien Term Loan	S + 5.75%	11.15	%	9/18/2029	13,314	13,082	13,083	2.05	%
Palmetto Acquisitionco, Inc. (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 5.75%	11.15	%	9/18/2029	4,842	(18)	(84)	(0.01	%)
Total Beverage, Food & Tobacco								101,204	100,573	15.74	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Capital Equipment
Blackbird Purchaser Inc.	(6) (13) (17)	First Lien Term Loan	S + 4.25%	9.57	%	4/8/2026	9,836	9,803	9,836	1.54	%
Crete Mechanical Group	(6) (13)	First Lien Term Loan	S + 5.00%	10.40	%	5/19/2028	4,835	4,796	4,823	0.75	%
Crete Mechanical Group (Delayed Draw)	(6)	First Lien Term Loan	S + 5.00%	10.32	%	5/19/2028	2,853	2,813	2,846	0.45	%
Crete Mechanical Group (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 5.00%	10.32	%	5/19/2028	7,167	4,441	4,423	0.69	%
EFC Holdings, LLC	(17)	Subordinated Debt	N/A	11.00% (Cash) 2.50% (PIK)		5/1/2028	3,146	3,060	3,088	0.48	%
Heartland Home Services		First Lien Term Loan	S + 6.00%	11.32	%	12/15/2026	6,484	6,442	6,316	0.99	%
Heartland Home Services (Delayed Draw)	(6) (9) (13)	First Lien Term Loan	S + 6.00%	11.32	%	12/15/2026	5,622	5,602	5,477	0.86	%
Heartland Home Services (Delayed Draw)	(6) (9) (13)	First Lien Term Loan	S + 6.00%	11.32	%	12/15/2026	2,578	2,578	2,512	0.39	%
Ovation Holdings, Inc.	(13)	First Lien Term Loan	S + 6.25%	11.65	%	2/3/2029	8,055	7,892	7,929	1.24	%
Ovation Holdings, Inc. (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.25%	11.65	%	2/3/2029	1,903	611	603	0.09	%
Precision Surfacing	(17)	Subordinated Debt	N/A	15.00	%	6/30/2024	713	713	713	0.11	%
PT Intermediate Holdings III, LLC	(6) (9) (13)	First Lien Term Loan	S + 5.98%	11.37	%	11/1/2028	8,757	8,732	8,660	1.36	%
PT Intermediate Holdings III, LLC (Incremental)	(6) (9) (13)	First Lien Term Loan	S + 5.98%	11.37	%	11/1/2028	1,071	1,062	1,059	0.17	%
Repipe Specialists	(17)	Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		3/18/2029	2,427	2,386	2,255	0.35	%
Repipe Specialists (Delayed Draw)	(11) (17)	Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		3/18/2029	901	210	146	0.02	%
RTH Buyer LLC (dba "Rhino Tool House)	(13) (17)	First Lien Term Loan	S + 6.25%	11.72	%	4/4/2029	8,072	7,918	8,005	1.25	%
RTH Buyer LLC (dba "Rhino Tool House) (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.25%	11.57	%	4/4/2029	1,887	905	898	0.14	%
Total Capital Equipment								69,964	69,589��	10.88	%

Chemicals, Plastics, & Rubber
Ascensus	(9) (15) (17)	Subordinated Debt	S + 6.50%	11.90	%	8/2/2029	9,000	8,935	8,595	1.35	%
Ascensus Specialties	(6) (9) (13)	First Lien Term Loan	S + 4.35%	9.75	%	6/30/2028	9,756	9,608	9,157	1.43	%
Boulder Scientific Company LLC	(6)	First Lien Term Loan	S + 4.50%	9.90	%	12/29/2025	2,070	2,079	2,023	0.31	%
Chroma Color Corporation (dba "Chroma Color)	(13)	First Lien Term Loan	S + 5.75%	11.15	%	4/21/2029	6,330	6,210	6,212	0.97	%
Chroma Color Corporation (dba "Chroma Color) (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 5.75%	11.15	%	4/21/2029	1,379	(13)	(26)	—	%
Spartech	(6) (9) (13)	First Lien Term Loan	S + 4.75%	10.15	%	5/8/2028	14,806	14,735	12,479	1.95	%
Total Chemicals, Plastics, & Rubber								41,554	38,440	6.01	%

Construction & Building

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Erie Construction	(6) (13)	First Lien Term Loan	S + 4.75%	10.22	%	7/30/2027	10,290	10,217	10,290	1.61	%
Gannett Fleming	(13)	First Lien Term Loan	S + 6.60%	12.00	%	12/20/2028	9,925	9,747	9,849	1.54	%
MEI Rigging & Crating	(13) (17)	First Lien Term Loan	S + 6.50%	11.82	%	6/29/2029	11,460	11,233	11,240	1.76	%
MEI Rigging & Crating (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.50%	11.90	%	6/29/2029	1,814	(9)	(35)	(0.01	%)
Royal Holdco Corporation (Delayed Draw A)	(11) (17)	First Lien Term Loan	S + 5.75%	11.15	%	12/30/2027	4,701	(12)	(70)	(0.01	%)
Royal Holdco Corporation (Delayed Draw B)	(11) (17)	First Lien Term Loan	S + 5.75%	11.15	%	12/30/2027	3,134	(8)	(47)	(0.01	%)
Royal Holdco Corporation (Incremental)	(13) (17)	First Lien Term Loan	S + 5.75%	11.15	%	12/30/2027	3,134	3,087	3,087	0.49	%
Sciens Building Solutions, LLC	(6) (9) (13)	First Lien Term Loan	S + 5.75%	11.15	%	12/15/2027	9,338	9,198	9,022	1.41	%
Sciens Building Solutions, LLC (Delayed Draw)	(6) (9) (11) (13)	First Lien Term Loan	S + 5.75%	11.15	%	12/15/2027	4,923	2,535	2,404	0.38	%
WSB Engineering Holdings Inc.	(13) (17)	First Lien Term Loan	S + 6.00%	11.40	%	8/31/2029	6,536	6,439	6,439	1.01	%
WSB Engineering Holdings Inc. (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.00%	11.40	%	8/31/2029	4,357	(32)	(64)	(0.01	%)
Total Construction & Building								52,395	52,115	8.16	%

Consumer Goods: Durable
Halo Buyer Inc	(6) (15)	First Lien Term Loan	S + 4.50%	9.82	%	6/30/2025	5,683	5,652	4,390	0.69	%
Petmate	(6) (9) (13) (15)	First Lien Term Loan	L + 5.50%	11.23	%	9/15/2028	9,825	9,749	6,445	1.01	%
Xpressmyself.com LLC (a/k/a SmartSign)	(13)	First Lien Term Loan	S + 5.75%	11.15	%	9/7/2028	9,900	9,816	9,713	1.52	%
Xpressmyself.com LLC (a/k/a SmartSign)	(6)	First Lien Term Loan	S + 5.75%	11.15	%	9/7/2028	5,037	4,940	4,990	0.78	%
Total Consumer Goods: Durable								30,157	25,538	4.00	%

Consumer Goods: Non-durable
Arcadia Consumer Health	(6) (9) (13)	First Lien Term Loan	S + 4.50%	9.90	%	9/10/2027	12,636	12,548	12,188	1.91	%
Arcadia Consumer Health (Incremental)	(13) (17)	First Lien Term Loan	S + 5.75%	11.07	%	9/10/2027	2,261	2,219	2,268	0.36	%
Badger Sportswear Acquisition Inc	(6)	First Lien Term Loan	S + 5.00%	10.40	%	12/24/2023	3,811	3,805	3,713	0.58	%
Elevation Labs	(13)	First Lien Term Loan	S + 5.75%	11.07	%	6/30/2028	6,806	6,749	6,573	1.03	%
Elevation Labs (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 5.75%	11.07	%	6/30/2028	3,125	(25)	(107)	(0.02	%)
FoodScience	(6) (13)	First Lien Term Loan	S + 6.50%	11.97	%	3/1/2027	7,764	7,711	6,948	1.09	%
FoodScience	(6) (13)	First Lien Term Loan	S + 6.50%	11.97	%	3/1/2027	6,898	6,847	6,173	0.97	%
Market Performance Group	(6) (13)	First Lien Term Loan	S + 5.50%	10.90	%	12/29/2026	2,512	2,494	2,537	0.40	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Market Performance Group	(6) (13)	First Lien Term Loan	S + 5.50%	10.90	%	12/29/2026	7,294	7,273	7,367	1.15	%
Protective Industrial Products (“PIP”)	(9) (13) (17)	First Lien Term Loan	S + 5.00%	10.32	%	12/29/2027	4,872	4,686	4,872	0.76	%
Ultima Health Holdings, LLC	(17)	Subordinated Debt	N/A	11.00% (Cash) 1.50% (PIK)		3/12/2029	1,727	1,698	1,675	0.26	%
Total Consumer Goods: Non-durable								56,005	54,207	8.49	%

Containers, Packaging & Glass
B2B Packaging	(6) (13)	First Lien Term Loan	S + 6.75%	12.15	%	10/7/2026	14,733	14,699	14,287	2.24	%
B2B Packaging (Delayed Draw)	(6)	First Lien Term Loan	S + 6.75%	12.15	%	10/7/2026	117	114	113	0.02	%
Five Star Packing	(6) (13)	First Lien Term Loan	S + 4.25%	9.72	%	5/5/2029	7,595	7,498	7,513	1.18	%
Good2Grow	(6) (13)	First Lien Term Loan	S + 4.50%	9.90	%	12/1/2027	9,265	9,198	9,240	1.44	%
Oliver Packaging	(17)	Subordinated Debt	N/A	11.00	%	1/6/2029	2,510	2,470	2,396	0.37	%
Specialized Packaging Group	(6) (7) (10) (13)	First Lien Term Loan	S + 5.50%	10.97%		12/17/2025	2,991	2,974	2,959	0.46	%
Specialized Packaging Group	(6) (7) (10) (13)	First Lien Term Loan	S + 5.50%	10.97	%	12/17/2025	7,294	7,253	7,217	1.13	%
Specialized Packaging Group (Incremental)	(7) (10) (13)	First Lien Term Loan	S + 6.25%	11.72	%	12/17/2025	4,420	4,359	4,414	0.69	%
Total Containers, Packaging & Glass								48,565	48,139	7.53	%

Environmental Industries
Impact Parent Corporation (d/b/a Impact Environmental Group)	(13) (17)	First Lien Term Loan	S + 6.00%	11.47	%	3/23/2029	6,793	6,660	6,670	1.04	%
Impact Parent Corporation (d/b/a Impact Environmental Group) (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.00%	11.32	%	3/23/2029	3,173	2,777	2,734	0.43	%
Impact Parent Corporation (d/b/a Impact Environmental Group) (Incremental)	(17)	First Lien Term Loan	S + 6.00%	11.47	%	3/23/2029	1,740	1,707	1,709	0.27	%
Impact Parent Corporation (d/b/a Impact Environmental Group) (Second Amendment Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.00%	11.47	%	3/23/2029	6,822	(34)	(124)	(0.02	%)
Nutrition 101 Buyer LLC (a/k/a 101, Inc.)	(13)	First Lien Term Loan	S + 5.25%	10.65	%	8/31/2028	6,665	6,610	6,571	1.03	%
Orion Group FM Holdings, LLC (dba Leo Facilities Maintenance)	(13) (17)	First Lien Term Loan	S + 6.25%	11.65	%	7/3/2029	8,571	8,445	8,450	1.32	%
Orion Group FM Holdings, LLC (dba Leo Facilities Maintenance) (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.25%	11.65	%	7/3/2029	6,429	(16)	(91)	(0.01	%)
The Facilities Group	(6) (9) (13)	First Lien Term Loan	S + 5.75%	11.07	%	11/30/2027	4,884	4,850	4,786	0.75	%
The Facilities Group (Delayed Draw)	(6) (9) (11) (13)	First Lien Term Loan	S + 5.75%	11.07	%	11/30/2027	4,963	4,507	4,407	0.69	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Total Environmental Industries								35,506	35,112	5.50	%


Healthcare & Pharmaceuticals
Affinity Hospice	(6) (13) (17)	First Lien Term Loan	S + 4.75%	10.15	%	12/17/2027	7,892	7,833	7,254	1.14	%
Affinity Hospice (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 4.75%	10.15	%	12/17/2027	1,981	—	(160)	(0.03	%)
Anne Arundel	(17)	Subordinated Debt	N/A	12.75% (PIK)		10/16/2026	3,175	3,137	2,651	0.41	%
Anne Arundel	(17)	Subordinated Debt	N/A	11.00	%	4/16/2026	1,880	1,863	1,719	0.27	%
Anne Arundel (Delayed Draw)	(11) (17)	Subordinated Debt	N/A	11.00	%	4/16/2026	2,258	1,883	1,697	0.27	%
Forefront Dermatology	(6) (9) (13) (15)	First Lien Term Loan	S + 4.25%	9.57	%	4/2/2029	2,799	2,758	2,786	0.44	%
Forefront Dermatology (Delayed Draw)	(9) (15) (17)	First Lien Term Loan	S + 4.25%	9.57	%	4/2/2029	524	524	522	0.08	%
Genesee Scientific	(6) (9)	First Lien Term Loan	S + 5.50%	10.97	%	9/30/2027	5,974	5,935	5,813	0.91	%
Genesee Scientific (Delayed Draw)	(9) (11) (17)	First Lien Term Loan	S + 5.50%	10.90	%	9/30/2027	2,020	1,564	1,509	0.24	%
GHR Healthcare	(6) (9)	First Lien Term Loan	S + 4.75%	10.22	%	12/9/2027	6,418	6,372	6,296	0.99	%
GHR Healthcare (Delayed Draw)	(6) (9) (13)	First Lien Term Loan	S + 4.75%	10.22	%	12/9/2027	2,007	2,007	1,969	0.31	%
GHR Healthcare (Incremental)	(9) (13)	First Lien Term Loan	S + 4.75%	10.15	%	12/9/2027	4,996	4,912	4,901	0.77	%
Health Management Associates	(13) (17)	First Lien Term Loan	S + 6.50%	11.82	%	3/30/2029	8,470	8,308	8,394	1.31	%
Health Management Associates (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.50%	11.82	%	3/30/2029	1,508	453	469	0.07	%
Heartland Veterinary Partners LLC (Incremental)	(17)	Subordinated Debt	S + 7.50%	12.82	%	12/10/2027	1,900	1,871	1,858	0.29	%
Heartland Veterinary Partners LLC (Incremental) (Delayed Draw)	(11) (17)	Subordinated Debt	S + 7.50%	12.82	%	12/10/2027	9,500	5,301	5,093	0.80	%
HemaSource Inc.	(17)	Subordinated Debt	N/A	8.50% (Cash), 5.00% (PIK)		2/28/2030	5,292	5,148	5,148	0.81	%
InfuCare RX	(6) (13)	First Lien Term Loan	S + 4.50%	9.90	%	1/4/2028	9,825	9,752	9,496	1.49	%
MDC Intermediate Holdings II, LLC (Delayed Draw)	(17)	Subordinated Debt	N/A	10.00% (Cash) 2.25% (PIK)		2/7/2030	1,729	1,690	1,689	0.26	%
MDC Intermediate Holdings II, LLC (Delayed Draw)	(11) (17)	Subordinated Debt	N/A	10.00% (Cash), 2.25% (PIK)		2/7/2030	720	(8)	(17)	—	%
Midwest Eye Consultants	(6) (13)	First Lien Term Loan	S + 4.50%	9.97	%	8/20/2027	9,044	8,983	8,714	1.36	%
PromptCare	(6) (9) (13)	First Lien Term Loan	S + 6.00%	11.32	%	9/1/2027	8,225	8,133	8,111	1.27	%
PromptCare (Delayed Draw)	(6) (9) (11) (13)	First Lien Term Loan	S + 6.00%	11.32	%	9/1/2027	2,169	1,269	1,251	0.20	%
Quorum Health Resources, LLC	(6) (13)	First Lien Term Loan	S + 5.75%	11.15	%	5/28/2027	7,699	7,645	7,500	1.17	%
Quorum Health Resources, LLC (Delayed Draw) (Incremental)	(6) (17)	First Lien Term Loan	S + 6.25%	11.72	%	5/28/2027	3,256	3,248	3,220	0.50	%
Quorum Health Resources, LLC (Incremental)	(13) (17)	First Lien Term Loan	S + 6.25%	11.72	%	5/28/2027	3,256	3,207	3,220	0.50	%
Sandlot Buyer, LLC (Prime Time Healthcare)	(13)	First Lien Term Loan	S + 6.00%	11.47	%	9/19/2028	9,500	9,246	9,315	1.46	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Sandlot Buyer, LLC (Prime Time Healthcare) (Incremental))	(13) (17)	First Lien Term Loan	S + 6.00%	11.47	%	9/19/2028	10,250	10,046	10,051	1.57	%
SCP Eye Care Holdco, LLC (DBA EyeSouth Partners)	(13)	First Lien Term Loan	S + 5.75%	11.15	%	10/5/2029	7,492	7,425	7,400	1.16	%
SCP Eye Care Holdco, LLC (DBA EyeSouth Partners) (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 5.75%	11.07	%	10/5/2029	2,447	1,159	1,129	0.18	%
SM Wellness Holdings, Inc	(6) (13)	First Lien Term Loan	S + 4.50%	9.82%		4/17/2028	14,703	14,608	14,007	2.19	%
US Fertility	(17)	Subordinated Debt	N/A	13.75% (PIK)		6/21/2028	11,979	11,655	11,647	1.82��	%
Wellspring Pharmaceutical	(13)	First Lien Term Loan	S + 5.75%	11.22	%	8/22/2028	3,387	3,330	3,281	0.51	%
Wellspring Pharmaceutical (Delayed Draw)	(17)	First Lien Term Loan	S + 5.75%	11.22	%	8/22/2028	1,575	1,565	1,526	0.24	%
Wellspring Pharmaceutical (Delayed Draw) (Incremental)	(11) (17)	First Lien Term Loan	S + 5.75%	11.22	%	8/22/2028	3,756	(17)	(49)	(0.01	%)
Wellspring Pharmaceutical (Incremental)	(13) (17)	First Lien Term Loan	S + 5.75%	11.22	%	8/22/2028	1,249	1,226	1,233	0.19	%
Total Healthcare & Pharmaceuticals								164,031	160,643	25.14	%

High Tech Industries
Acclaim MidCo, LLC (dba ClaimLogiQ)	(13) (17)	First Lien Term Loan	S + 6.25%	11.65	%	6/13/2029	8,042	7,886	7,889	1.23	%
Acclaim MidCo, LLC (dba ClaimLogiQ) (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.25%	11.65	%	6/13/2029	3,225	(15)	(61)	(0.01	%)
Argano, LLC	(6) (13)	First Lien Term Loan	S + 5.50%	10.82	%	6/10/2026	5,648	5,615	5,446	0.85	%
Argano, LLC (Delayed Draw)	(6) (13)	First Lien Term Loan	S + 5.50%	10.82	%	6/10/2026	2,501	2,501	2,411	0.38	%
Argano, LLC (Delayed Draw) (Incremental)	(6)	First Lien Term Loan	S + 5.50%	10.82	%	6/10/2026	1,709	1,678	1,648	0.25	%
Diligent Corporation	(6) (9) (17)	First Lien Term Loan	S + 6.25%	11.57	%	8/4/2025	12,502	12,481	12,264	1.92	%
Diligent Corporation	(9) (13)	First Lien Term Loan	S + 5.75%	11.07	%	8/4/2025	3,396	3,379	3,304	0.52	%
Diligent Corporation	(9) (13)	First Lien Term Loan	S + 5.75%	11.07	%	8/4/2025	1,479	1,472	1,440	0.23	%
Diligent Corporation (Delayed Draw)	(9) (17)	First Lien Term Loan	S + 6.25%	11.57	%	8/4/2025	168	168	165	0.03	%
Diligent Corporation (Delayed Draw)	(9) (17)	First Lien Term Loan	S + 6.25%	11.57	%	8/4/2025	106	106	104	0.02	%
Eliassen Group LLC	(6) (9) (13)	First Lien Term Loan	S + 5.50%	10.97	%	4/14/2028	12,100	12,003	12,016	1.88	%
Eliassen Group LLC (Delayed Draw)	(9) (11) (17)	First Lien Term Loan	S + 5.50%	10.82	%	4/14/2028	2,774	866	852	0.13	%
Exterro	(6) (9) (13)	First Lien Term Loan	S + 5.50%	10.90	%	5/31/2024	9,474	9,454	9,571	1.50	%
Fineline Merger	(17)	Subordinated Debt	S + 9.26%	14.58	%	8/22/2028	2,689	2,660	2,689	0.42	%
Go Engineer	(6) (9) (13)	First Lien Term Loan	S + 5.38%	10.84	%	12/21/2027	11,602	11,515	11,375	1.78	%
Go Engineer (Delayed Draw)	(9) (17)	First Lien Term Loan	S + 5.38%	10.84	%	12/21/2027	3,160	3,136	3,098	0.48	%
Infinite Bidco LLC (Infinite Electronics) (Incremental)	(9) (13)	First Lien Term Loan	S + 6.25%	11.72	%	3/2/2028	6,329	6,273	6,162	0.96	%
Infobase Acquisition, Inc.	(13)	First Lien Term Loan	S + 5.50%	10.90	%	6/14/2028	4,342	4,306	4,295	0.67	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Infobase Acquisition, Inc. (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 5.50%	10.90	%	6/14/2028	721	—	(8)	—	%
ITSavvy LLC	(6) (13)	First Lien Term Loan	S + 5.50%	10.90	%	8/8/2028	7,814	7,748	7,814	1.22	%
ITSavvy LLC (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 5.50%	10.90	%	8/8/2028	1,471	1,301	1,313	0.21	%
North Haven CS Acquisition Inc	(6)	First Lien Term Loan	S + 5.25%	10.65	%	1/23/2025	5,804	5,804	5,804	0.91	%
Northern Star Industries Inc	(6)	First Lien Term Loan	S + 4.76%	10.16	%	3/28/2025	3,260	3,252	3,260	0.51	%
Prosci, Inc.	(6)	First Lien Term Loan	S + 4.50%	9.82	%	10/21/2026	4,733	4,702	4,703	0.74	%
Revalize (Delayed Draw)	(9) (13)	First Lien Term Loan	S + 5.75%	11.15	%	4/15/2027	4,254	4,243	4,038	0.63	%
Revalize (Delayed Draw)	(6) (9) (17)	First Lien Term Loan	S + 5.75%	11.15	%	4/15/2027	1,092	1,085	1,037	0.16	%
Revalize (Delayed Draw)	(9) (17)	First Lien Term Loan	S + 5.75%	11.15	%	4/15/2027	244	243	232	0.04	%
SmartWave	(6) (13)	First Lien Term Loan	S + 6.00%	11.40	%	11/5/2026	9,238	9,166	8,013	1.25	%
Solve Industrial Motion Group	(17)	Subordinated Debt	N/A	10.75	%	6/28/2028	1,786	1,759	1,722	0.27	%
Solve Industrial Motion Group	(17)	Subordinated Debt	N/A	10.00% (Cash) 2.50% (PIK)		6/28/2028	763	749	749	0.12	%
Solve Industrial Motion Group (Delayed Draw)	(17)	Subordinated Debt	N/A	10.75	%	6/28/2028	2,035	2,035	1,962	0.31	%
Total High Tech Industries								127,571	125,307	19.61	%

Media: Advertising, Printing & Publishing
Tinuiti	(6) (9) (13)	First Lien Term Loan	S + 5.25%	10.65	%	12/10/2026	2,956	2,934	2,877	0.45	%
Tinuiti (Delayed Draw)	(6) (9) (13)	First Lien Term Loan	S + 5.25%	10.57	%	12/10/2026	1,931	1,930	1,880	0.29	%
Tinuiti (Delayed Draw) (Incremental)	(6) (9) (17)	First Lien Term Loan	S + 5.25%	10.65	%	12/10/2026	9,888	9,888	9,625	1.51	%
Wpromote	(13)	First Lien Term Loan	S + 5.75%	11.07	%	10/23/2028	4,390	4,312	4,333	0.68	%
Wpromote (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 5.75%	11.07	%	10/23/2028	588	(4)	(8)	—	%
Total Media: Advertising, Printing & Publishing								19,060	18,707	2.93	%

Media: Diversified & Production
Corporate Visions	(6) (13)	First Lien Term Loan	S + 4.50%	9.82	%	8/12/2027	2,894	2,874	2,729	0.43	%
Corporate Visions	(6) (13)	First Lien Term Loan	S + 4.50%	9.82	%	8/12/2027	2,544	2,515	2,399	0.38	%
Spectrio II	(6) (9) (13)	First Lien Term Loan	S + 6.00%	11.47	%	12/9/2026	8,061	8,015	7,625	1.19	%
Spectrio II (Delayed Draw)	(6) (9) (13)	First Lien Term Loan	S + 6.00%	11.47	%	12/9/2026	2,864	2,847	2,709	0.42	%
Spectrio II (Delayed Draw)	(9) (13)	First Lien Term Loan	S + 6.00%	11.47	%	12/9/2026	437	435	410	0.06	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Total Media: Diversified & Production								16,686	15,872	2.48	%

Retail
Syndigo	(6) (9) (13)	First Lien Term Loan	S + 4.50%	9.82	%	12/15/2027	5,850	5,866	5,715	0.89	%
Total Retail								5,866	5,715	0.89	%

Services: Business
ALKU Intermediate Holdings, LLC	(13) (17)	First Lien Term Loan	S + 6.25%	11.57	%	5/22/2029	4,530	4,442	4,445	0.70	%
Apex Companies Holdings, LLC	(17)	Subordinated Debt	N/A	10.00% (Cash) 2.50% (PIK)		1/31/2029	3,939	3,852	3,888	0.61	%
Apex Companies Holdings, LLC (Delayed Draw)	(11) (17)	Subordinated Debt	N/A	10.00% (Cash) 2.50% (PIK)		1/31/2029	1,196	68	66	0.01	%
Big Truck Rental	(17)	Subordinated Debt	S + 8.00%	13.32	%	9/30/2027	10,000	9,851	10,000	1.57	%
Big Truck Rental	(17)	Subordinated Debt	S + 8.00%	13.32	%	9/30/2027	2,500	2,500	2,500	0.39	%
Bounteous	(6) (13)	First Lien Term Loan	S + 5.25%	10.72	%	8/2/2027	5,361	5,323	5,123	0.80	%
Bounteous	(6) (13)	First Lien Term Loan	S + 5.25%	10.72	%	8/2/2027	2,194	2,178	2,097	0.33	%
Bounteous (Delayed Draw)	(6) (13)	First Lien Term Loan	S + 5.25%	10.72	%	8/2/2027	2,775	2,757	2,652	0.42	%
Bounteous (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 5.25%	10.72	%	8/2/2027	4,467	—	(198)	(0.03	%)
BroadcastMed Holdco, LLC	(17)	Subordinated Debt	N/A	10.00% (Cash) 3.75% (PIK)		11/12/2027	3,483	3,422	3,361	0.53	%
Bullhorn Inc	(6) (9) (13) (17)	First Lien Term Loan	S + 5.75%	11.07	%	9/30/2026	13,741	13,639	13,741	2.15	%
BusinesSolver	(6) (9) (13)	First Lien Term Loan	S + 5.50%	10.90	%	12/1/2027	7,761	7,702	7,696	1.20	%
BusinesSolver (Delayed Draw)	(9) (11) (17)	First Lien Term Loan	S + 5.50%	10.90	%	12/1/2027	2,119	172	162	0.03	%
Career Now	(17)	Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		3/30/2027	3,172	3,129	2,848	0.45	%
Cornerstone Advisors of Arizona LLC	(6) (13)	First Lien Term Loan	S + 5.50%	10.90	%	9/24/2026	309	307	309	0.05	%
Cornerstone Advisors of Arizona LLC	(6) (13)	First Lien Term Loan	S + 5.50%	10.97	%	9/24/2026	2,301	2,288	2,301	0.36	%
Cornerstone Advisors of Arizona LLC (Delayed Draw)	(6) (13)	First Lien Term Loan	S + 5.50%	10.97	%	9/24/2026	211	210	211	0.03	%
CrossCountry Consulting	(6) (9) (13)	First Lien Term Loan	S + 5.75%	11.15	%	6/1/2029	8,195	8,054	8,195	1.28	%
CrossCountry Consulting (Delayed Draw)	(9) (11) (17)	First Lien Term Loan	S + 5.75%	11.15	%	6/1/2029	3,320	(27)	—	—	%
D&H United Fueling Solutions	(13)	First Lien Term Loan	S + 5.50%	10.90	%	9/16/2028	7,510	7,381	7,257	1.14	%
D&H United Fueling Solutions (Delayed Draw)	(6)	First Lien Term Loan	S + 5.50%	10.97	%	9/16/2028	2,390	2,370	2,310	0.36	%
D&H United Fueling Solutions (Delayed Draw) (Incremental)	(11) (17)	First Lien Term Loan	S + 6.00%	11.40	%	9/16/2028	1,567	(7)	(24)	—	%
D&H United Fueling Solutions (Incremental)	(6) (13)	First Lien Term Loan	S + 6.00%	11.40	%	9/16/2028	3,474	3,406	3,422	0.54	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

E78	(6)	First Lien Term Loan	S + 5.75%	11.07	%	12/1/2027	5,614	5,573	5,387	0.84	%
E78	(13)	First Lien Term Loan	S + 5.75%	11.07	%	12/1/2027	1,441	1,430	1,383	0.22	%
E78 (Delayed Draw)	(6) (13)	First Lien Term Loan	S + 5.75%	11.07	%	12/1/2027	4,221	4,190	4,050	0.63	%
E78 (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 5.75%	11.07	%	12/1/2027	3,552	982	838	0.13	%
Evergreen Services Group	(6) (9) (13)	First Lien Term Loan	S + 6.25%	11.65	%	6/15/2029	11,996	11,788	11,652	1.82	%
Evergreen Services Group (Delayed Draw)	(9) (17)	First Lien Term Loan	S + 6.25%	11.65	%	6/15/2029	2,870	2,845	2,787	0.44	%
Gabriel Partners LLC	(6) (9) (13)	First Lien Term Loan	S + 5.75%	11.07	%	9/21/2026	9,215	9,163	9,215	1.44	%
Gabriel Partners LLC (Delayed Draw)	(6) (9) (13)	First Lien Term Loan	S + 5.75%	11.07	%	9/21/2026	1,535	1,535	1,535	0.24	%
Gabriel Partners LLC (Incremental)	(9) (13)	First Lien Term Loan	S + 5.75%	11.07	%	9/21/2026	3,804	3,779	3,804	0.60	%
Keng Acquisition, Inc. (Engage Group Holdings, LLC)	(9) (13) (17)	First Lien Term Loan	S + 6.25%	11.65	%	8/1/2029	9,667	9,522	9,529	1.49	%
Keng Acquisition, Inc. (Engage Group Holdings, LLC) (Delayed Draw)	(9) (11) (17)	First Lien Term Loan	S + 6.25%	11.57	%	8/1/2029	9,314	1,178	1,068	0.17	%
KRIV Acquisition, Inc	(13) (17)	First Lien Term Loan	S + 6.50%	11.90	%	7/6/2029	10,764	10,469	10,449	1.64	%
KRIV Acquisition, Inc (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.50%	11.90	%	7/6/2029	1,607	(20)	(47)	(0.01	%)
Lion Merger Sub Inc	(9) (13)	First Lien Term Loan	S + 6.00%	11.40	%	12/17/2025	7,358	7,318	7,314	1.14	%
Lion Merger Sub Inc (Incremental)	(9) (13)	First Lien Term Loan	S + 6.00%	11.40	%	12/17/2025	7,336	7,262	7,291	1.14	%
LSCS Holdings Inc.	(6) (13) (15)	First Lien Term Loan	S + 4.50%	9.82	%	12/16/2028	9,825	9,785	9,705	1.52	%
LYNX FRANCHISING, LLC	(6) (9) (13)	First Lien Term Loan	S + 6.75%	12.22	%	12/23/2026	9,825	9,750	9,700	1.51	%
Output Services Group, Inc.	(16) (17)	First Lien Term Loan	S + 5.25% + 1.25% (PIK)	11.90	%	6/29/2026	3,867	3,419	1,744	0.27	%
Phaidon International	(7) (10) (13)	First Lien Term Loan	S + 5.50%	10.82	%	8/22/2029	14,198	14,074	13,974	2.19	%
Plaze	(17)	Subordinated Debt	S + 7.50%	12.82	%	7/7/2028	15,000	14,656	13,665	2.13	%
RoadOne	(11) (17)	Subordinated Debt	N/A	8.75% (Cash) 5.00% (PIK)		6/30/2029	1,397	(19)	(29)	—	%
RoadOne	(17)	Subordinated Debt	N/A	8.75% (Cash) 5.00% (PIK)		6/30/2029	4,641	4,517	4,544	0.71	%
Scaled Agile	(6) (9) (13)	First Lien Term Loan	S + 5.50%	10.90	%	12/15/2028	7,956	7,892	7,657	1.20	%
Scaled Agile (Delayed Draw)	(9) (11) (17)	First Lien Term Loan	S + 5.50%	10.90	%	12/15/2028	1,922	391	319	0.05	%
Smile Brands	(17)	Subordinated Debt	S + 8.50%	13.90	%	4/13/2026	9,597	9,511	8,375	1.31	%
Soliant Health	(6) (13)	First Lien Term Loan	S + 4.00%	9.32	%	3/31/2028	6,794	6,764	6,800	1.06	%
Technical Safety Services	(13)	First Lien Term Loan	S + 5.50%	10.90	%	6/22/2029	6,789	6,730	6,659	1.04	%
Technical Safety Services (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 5.50%	10.90	%	6/22/2029	6,411	2,535	2,486	0.38	%
Technical Safety Services (Incremental)	(17)	First Lien Term Loan	S + 5.50%	10.90	%	6/22/2029	1,895	1,866	1,858	0.29	%
TouchTunes Interactive	(6) (13)	First Lien Term Loan	S + 5.00%	10.40	%	4/2/2029	9,900	9,815	9,816	1.54	%
Transit Buyer LLC (dba“Propark”)	(13)	First Lien Term Loan	S + 6.25%	11.72	%	1/31/2029	6,841	6,718	6,784	1.06	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Transit Buyer LLC (dba“Propark”) (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.25%	11.72	%	1/31/2029	3,125	(55)	(26)	—	%
Trilon Group, LLC	(13)	First Lien Term Loan	S + 6.25%	11.65	%	5/28/2029	2,985	2,965	2,926	0.46	%
Trilon Group, LLC	(13)	First Lien Term Loan	S + 6.25%	11.57	%	5/27/2029	7,425	7,362	7,278	1.14	%
Trilon Group, LLC	(13) (17)	First Lien Term Loan	S + 6.25%	11.65	%	5/27/2029	7,427	7,279	7,280	1.14	%
Trilon Group, LLC (Delayed Draw)	(17)	First Lien Term Loan	S + 6.25%	11.65	%	5/27/2029	7,444	7,444	7,296	1.14	%
Trilon Group, LLC (Delayed Draw)	(17)	First Lien Term Loan	S + 6.25%	11.65	%	5/28/2029	1,990	1,990	1,951	0.31	%
Trilon Group, LLC (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.25%	11.65	%	5/27/2029	12,679	(63)	(251)	(0.04	%)
Vital Records Control	(6) (9) (13)	First Lien Term Loan	S + 5.50%	10.82	%	6/29/2027	4,594	4,554	4,519	0.71	%
Vital Records Control	(9) (13)	First Lien Term Loan	S + 5.75%	11.22	%	6/29/2027	151	149	150	0.02	%
Vital Records Control (Delayed Draw)	(9) (11) (17)	First Lien Term Loan	S + 5.75%	11.15	%	6/29/2027	184	171	172	0.03	%
Worldwide Clinical Trials Holdings Inc	(6)	First Lien Term Loan	S + 4.25%	9.65	%	12/5/2024	2,324	2,319	2,324	0.36	%
Worldwide Clinical Trials Holdings Inc (Incremental)	(6) (13)	First Lien Term Loan	S + 4.25%	9.65	%	12/5/2024	3,688	3,675	3,687	0.58	%
Total Services: Business								306,225	299,980	46.96	%

Services: Consumer
ADPD Holdings, LLC (a/k/a NearU)	(6) (9) (13) (17)	First Lien Term Loan	S + 6.00%	11.47	%	8/16/2028	8,495	8,495	7,948	1.24	%
ADPD Holdings, LLC (a/k/a NearU) (Delayed Draw)	(9) (11) (17)	First Lien Term Loan	S + 6.00%	11.47	%	8/16/2028	1,577	—	(102)	(0.02	%)
ADPD Holdings, LLC (a/k/a NearU) (Delayed Draw)	(9) (11) (17)	First Lien Term Loan	S + 6.00%	11.47	%	8/16/2028	1,714	—	(110)	(0.02	%)
All My Sons	(6) (13)	First Lien Term Loan	S + 4.75%	10.07	%	10/25/2028	5,276	5,235	5,194	0.81	%
Allstar Holdings	(17)	Subordinated Debt	N/A	10.00% (Cash) 3.00% (PIK)		4/26/2030	2,097	2,037	2,037	0.31	%
Allstar Holdings (Delayed Draw)	(11) (17)	Subordinated Debt	N/A	10.00% (Cash) 3.00% (PIK)		4/26/2030	4,031	1,489	1,430	0.22	%
Allstar Holdings (Delayed Draw)	(11) (17)	Subordinated Debt	N/A	10.00% (Cash)3.00%(PIK)		4/26/2030	6,188	(92)	(178)	(0.03	%)
Apex Services Partners, LLC (Delayed Draw) (Incremental)	(9) (17)	First Lien Term Loan	S + 5.50%	10.90	%	7/31/2025	4,963	4,963	4,963	0.78	%
Apex Services Partners, LLC (Incremental)	(9) (13)	First Lien Term Loan	S + 5.50%	10.90	%	7/31/2025	4,963	4,930	4,963	0.78	%
COP Exterminators Acquisition, Inc.	(17)	Subordinated Debt	N/A	9.00% (Cash) 4.00% (PIK)		1/28/2030	832	810	810	0.12	%
COP Exterminators Acquisition, Inc. (Delayed Draw)	(11) (17)	Subordinated Debt	N/A	9.00% (Cash) 4.00% (PIK)		1/28/2030	652	(9)	(18)	0.00	%
Excel Fitness	(6) (13)	First Lien Term Loan	S + 5.25%	10.72	%	4/27/2029	9,900	9,801	9,558	1.50	%
Fairway Lawns	(17)	Subordinated Debt	N/A	8.00% (Cash) 5.00% (PIK)		5/17/2029	2,730	2,660	2,656	0.42	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Fairway Lawns	(11) (17)	Subordinated Debt	N/A	8.00% (Cash) 5.00% (PIK)		5/17/2029	6,312	5,892	5,722	0.90	%
Legacy Service Partners, LLC (“LSP”)	(13)	First Lien Term Loan	S + 6.50%	11.90	%	1/9/2029	10,187	10,002	10,002	1.57	%
Legacy Service Partners, LLC (“LSP”) (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.50%	11.90	%	1/9/2029	4,744	3,525	3,460	0.54	%
Liberty Buyer	(9) (13)	First Lien Term Loan	S + 5.50%	10.97	%	6/15/2028	3,939	3,906	3,927	0.61	%
Liberty Buyer (Delayed Draw)	(9) (11) (17)	First Lien Term Loan	S + 5.50%	10.90	%	6/15/2028	745	296	294	0.05	%
NJEye LLC	(6)	First Lien Term Loan	S + 4.75%	10.22	%	9/16/2024	5,354	5,341	5,291	0.83	%
NJEye LLC (Delayed Draw)	(6)	First Lien Term Loan	S + 4.75%	10.22	%	9/16/2024	702	702	693	0.11	%
NJEye LLC (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 4.75%	10.22	%	9/16/2024	1,373	882	868	0.14	%
NJEye LLC (Delayed Draw)	(17)	First Lien Term Loan	S + 4.75%	10.22	%	9/16/2024	892	892	882	0.14	%
North Haven Spartan US Holdco LLC	(6)	First Lien Term Loan	S + 6.25%	11.65	%	6/6/2025	2,509	2,507	2,494	0.39	%
North Haven Spartan US Holdco LLC (Delayed Draw)	(6)	First Lien Term Loan	S + 6.25%	11.65	%	6/6/2025	218	217	216	0.03	%
One World Fitness PFF LLC	(6)	First Lien Term Loan	S + 6.25% + 1.00% (PIK)	12.65	%	11/26/2025	3,870	3,872	3,503	0.55	%
Perennial Services, Group, LLC	(13)	First Lien Term Loan	S + 6.00%	11.32	%	9/8/2029	6,750	6,650	6,650	1.04	%
Perennial Services, Group, LLC (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.00%	11.40	%	9/8/2029	6,027	769	694	0.11	%
Total Services: Consumer								85,772	83,847	13.12	%

Sovereign & Public Finance
LMI Consulting, LLC (LMI)	(13)	First Lien Term Loan	S + 6.50%	11.90	%	7/18/2028	4,362	4,289	4,329	0.68	%
LMI Consulting, LLC (LMI) (Incremental)	(6)	First Lien Term Loan	S + 6.50%	11.90	%	7/18/2028	4,950	4,950	4,912	0.77	%
Total Sovereign & Public Finance								9,239	9,241	1.45	%

Telecommunications
BCM One	(6) (13)	First Lien Term Loan	S + 4.50%	9.82	%	11/17/2027	6,090	6,090	5,961	0.93	%
BCM One (Delayed Draw)	(6)	First Lien Term Loan	S + 4.50%	9.82	%	11/17/2027	1,831	1,831	1,792	0.28	%
Corbett Technology Solutions, Inc. ("CTSI")	(6) (10) (13)	First Lien Term Loan	S + 5.75%	11.07	%	10/29/2027	5,771	5,730	5,771	0.90	%
Corbett Technology Solutions, Inc. ("CTSI") (Delayed Draw)	(6) (10) (13)	First Lien Term Loan	S + 5.75%	11.15	%	10/29/2027	4,054	4,054	4,054	0.63	%
Mobile Communications America, Inc.	(6)	First Lien Term Loan	S + 5.38%	10.78	%	3/4/2025	3,826	3,830	3,826	0.60	%
Mobile Communications America, Inc.	(13)	First Lien Term Loan	S + 5.00%	10.40	%	3/4/2025	4,270	4,217	4,270	0.67	%
Mobile Communications America, Inc. (Incremental)	(6)	First Lien Term Loan	S + 5.38%	10.78	%	3/4/2025	678	677	678	0.11	%
Momentum Telecom II	(6) (9) (13)	First Lien Term Loan	S + 5.75%	11.07	%	4/16/2027	10,079	10,014	9,810	1.54	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Momentum Telecom II (Incremental)	(9) (17)	First Lien Term Loan	S + 6.50%	11.82	%	4/16/2027	1,318	1,292	1,311	0.21	%
Sapphire Telecom Inc	(6) (9)	First Lien Term Loan	L + 5.25%	10.72	%	11/20/2025	6,668	6,642	6,668	1.04	%
Tyto Athene, LLC	(6) (13)	First Lien Term Loan	S + 5.50%	10.90	%	4/3/2028	7,157	7,104	6,468	1.01	%
Total Telecommunications								51,481	50,609	7.92	%

Transportation: Cargo
FSK Pallet Holding Corp. (DBA Kamps Pallets)	(13)	First Lien Term Loan	S + 5.50%	10.82	%	12/23/2026	9,900	9,738	9,623	1.51	%
Kenco Group, Inc.	(13)	First Lien Term Loan	S + 5.00%	10.40	%	11/15/2029	8,519	8,366	8,498	1.33	%
Kenco Group, Inc. (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 5.00%	10.40	%	11/15/2029	1,416	(25)	(4)	—	%
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)	(6) (9)	First Lien Term Loan	S + 6.50%	11.90	%	5/5/2025	258	257	257	0.04	%
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)	(9) (13)	First Lien Term Loan	S + 6.00%	11.40	%	5/5/2025	897	893	885	0.14	%
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)	(6) (9)	First Lien Term Loan	S + 6.50%	11.90	%	5/5/2025	181	180	180	0.03	%
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)	(6) (9)	First Lien Term Loan	S + 6.50%	11.90	%	5/5/2025	4,378	4,359	4,352	0.68	%
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)	(9) (13)	First Lien Term Loan	S + 6.50%	11.90	%	5/5/2025	1,362	1,344	1,354	0.21	%
SEKO Global Logistics	(17)	Subordinated Debt	S + 9.00%	14.47	%	6/30/2027	5,805	5,728	5,763	0.90	%
SEKO Global Logistics	(17)	Subordinated Debt	S + 9.00%	14.47	%	6/30/2027	4,029	3,971	3,999	0.62	%
SEKO Global Logistics	(6)	First Lien Term Loan	S + 4.75%	10.22	%	12/30/2026	1,128	1,121	1,123	0.18	%
SEKO Global Logistics (Delayed Draw)	(17)	Subordinated Debt	S + 9.00%	14.47	%	6/30/2027	907	907	900	0.14	%
SEKO Global Logistics (Delayed Draw) (Incremental)	(17)	First Lien Term Loan	S + 4.75%	10.22	%	12/30/2026	4,496	4,496	4,477	0.70	%
SEKO Global Logistics (Incremental)	(13)	First Lien Term Loan	S + 4.75%	10.22	%	12/30/2026	1,521	1,509	1,515	0.24	%
TI ACQUISITION NC LLC	(6)	First Lien Term Loan	S + 4.75%	10.07	%	3/19/2027	2,788	2,722	2,692	0.42	%
Total Transportation: Cargo								45,566	45,614	7.14	%

Transportation: Consumer
American Student Transportaton Partners, Inc	(17)	Subordinated Debt	N/A	10.00% (Cash) 3.50% (PIK)		9/11/2029	2,081	2,025	2,024	0.32	%
Total Transportation: Consumer								2,025	2,024	0.32	%

Utilities: Electric
DMC HoldCo LLC (DMC Power)	(9) (13) (17)	First Lien Term Loan	S + 6.00%	11.40	%	7/13/2029	5,013	4,938	4,941	0.77	%
DMC HoldCo LLC (DMC Power) (Delayed Draw)	(9) (11) (17)	First Lien Term Loan	S + 6.00%	11.40	%	7/13/2029	1,671	(4)	(24)	—	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Pinnacle Supply Partners, LLC	(13)	First Lien Term Loan	S + 6.00%	11.32	%	4/3/2030	6,348	6,226	6,231	0.98	%
Pinnacle Supply Partners, LLC (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.00%	11.32	%	4/3/2030	3,636	(32)	(67)	(0.01	%)
TPC Wire & Cable	(17)	Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		2/16/2028	2,211	2,190	2,173	0.34	%
TPC Wire & Cable (Delayed Draw)	(11) (17)	Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		2/16/2028	1,785	1,779	1,753	0.27	%
Total Utilities: Electric								15,097	15,007	2.35	%

Wholesale
INS Intermediate II, LLC (Ergotech Controls, Inc. – d/b/a INS)	(13)	First Lien Term Loan	S + 6.50%	11.90	%	1/19/2029	7,981	7,838	7,916	1.23	%
INS Intermediate II, LLC (Ergotech Controls, Inc. – d/b/a INS) (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.50%	11.90	%	1/19/2029	1,979	(35)	(16)	—	%
ISG Merger Sub, LLC (dba Industrial Service Group)	(13)	First Lien Term Loan	S + 6.25%	11.57	%	12/7/2028	6,541	6,423	6,489	1.01	%
ISG Merger Sub, LLC (dba Industrial Service Group) (Delayed Draw)	(11) (17)	First Lien Term Loan	S + 6.25%	11.57	%	12/7/2028	3,406	1,354	1,342	0.21	%
Total Wholesale								15,580	15,731	2.45	%

Total Debt Investments								1,486,482	1,452,997	227.41	%


Portfolio Company (1) (2)	Footnotes	Investment	Acquisition Date	Shares/Units	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Equity Investments

Aerospace & Defense
BPC Kodiak LLC (Turbine Engine Specialist, Inc)	(8) (14) (17) (18)	LLC Interest	9/1/2023	1,530,000	1,530	1,530	0.24	%
Total Aerospace & Defense					1,530	1,530	0.24	%

Automotive
Covercraft	(8) (14) (17)	Equity Investments	8/20/2021	768	768	373	0.06	%
S&S Truck Parts	(8) (14) (17)	Equity Investments	3/31/2022	4	378	314	0.05	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Acquisition Date	Shares/Units	Amortized Cost	Fair Value (4)	% of Net Assets (5)
S&S Truck Parts	(8) (14) (17)	Equity Investments	8/1/2022	78,541	79	65	0.01	%
Total Automotive					1,225	752	0.12	%

Beverage, Food & Tobacco
Bardstown PPC Holdings LLC	(8) (14) (17)	Equity Investments	7/13/2022	14,777	1,860	2,253	0.35	%
Fresh Edge - Common	(8) (14) (17)	Class B Units	10/3/2022	667	—	—	—	%
Fresh Edge - Preferred	(8) (14) (17)	Preferred Units	10/3/2022	667	667	606	0.10	%
Total Beverage, Food & Tobacco					2,527	2,859	0.45	%

Capital Equipment
Crete Mechanical Group	(8) (14) (17)	Equity Investments	5/19/2022	23	230	437	0.07	%
EFC Holdings, LLC	(8) (10) (14) (17)	Common Units	3/1/2023	148	60	80	0.01	%
EFC Holdings, LLC	(8) (10) (14) (17)	Preferred Units	3/1/2023	148	148	155	0.03	%
Precision Surfacing - Common	(8) (10) (14) (17)	Preferred Units	10/5/2022	3,750,000	3,750	6,154	0.96	%
Repipe Specialists	(8) (14) (17)	Equity Investments	3/31/2022	239	239	56	0.01	%
Total Capital Equipment					4,427	6,882	1.08	%

Construction & Building
Erie Construction	(8) (17)	Equity Investments	7/30/2021	166	166	508	0.08	%
Gannett Fleming	(8) (14) (17)	Series F Units	5/27/2023	569,505	570	666	0.10	%
OSP Gannet Aggregator LP (Gannet Fleming)	(8) (14) (17) (18)	Limited Partnership Interest	12/20/2022	424,742	425	497	0.08	%
Total Construction & Building					1,161	1,671	0.26	%

Consumer Goods: Non-durable
FoodScience	(8) (14) (17)	Equity Investments	3/1/2021	5,168	5	—	—	%
FoodScience	(8) (14) (17)	Equity Investments	3/1/2021	98	98	22	—	%
Ultima Health Holdings, LLC	(8) (14) (17)	Preferred Units	9/12/2022	15	170	165	0.03	%
Total Consumer Goods: Non-durable					273	187	0.03	%

Containers, Packaging & Glass
Oliver Packaging	(8) (14) (17)	Class A Common Units	7/12/2022	10,230	1,023	798	0.12	%
Specialized Packaging Group	(7) (8) (10) (14) (17)	Class A Common Units	12/17/2020	147,708	148	166	0.03	%
Total Containers, Packaging & Glass					1,171	964	0.15	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Acquisition Date	Shares/Units	Amortized Cost	Fair Value (4)	% of Net Assets (5)
Healthcare & Pharmaceuticals
AG MDC Holdings, Inc	(8) (10) (14) (17)	Equity Investments	2/7/2023	245	245	230	0.03	%
Anne Arundel	(8) (14) (17)	Equity Investments	10/16/2020	12,175	880	162	0.03	%
Health Management Associates	(8) (14) (17)	Class A Common Units	3/31/2023	399,904	400	443	0.07	%
REP HS Topco Holdings (HemaSource Inc.)	(8) (14) (17)	Class A Units	8/31/2023	577,000	577	577	0.09	%
Total Healthcare & Pharmaceuticals					2,102	1,412	0.22	%


High Tech Industries
ITSavvy LLC	(8) (14) (17)	Class A Common Units	8/8/2022	522	522	1,041	0.16	%
Solve Industrial Motion Group	(8) (14) (17)	Equity Investments	6/30/2021	313	313	239	0.04	%
Total High Tech Industries					835	1,280	0.20	%

Services: Business
Apex Companies Holdings, LLC	(8) (10) (14) (17)	Equity Investments	1/31/2023	1,173	117	125	0.02	%
BroadcastMed Holdco, LLC	(8) (17)	Preferred Units	10/4/2022	56,899	853	782	0.12	%
Career Now	(8) (14) (17)	Equity Investments	9/30/2021	624	624	—	—	%
E78	(8) (14) (17)	Equity Investments	12/1/2021	816	860	1,404	0.22	%
KRIV Acquisition, Inc	(8) (14) (17)	Class A Units	7/17/2023	790	790	790	0.12	%
RoadOne - Common	(8) (14) (17)	Equity Investments	12/29/2022	1,173,220	939	1,522	0.24	%
Total Services: Business					4,183	4,623	0.72	%

Services: Consumer
ADPD Holdings, LLC (a/k/a NearU)	(8) (14) (17)	Equity Investments	8/11/2022	2,432	243	156	0.02	%
COP Exterminators Investment, LLC	(8) (14) (17)	Class A Units	7/31/2023	997,000	1,117	1,117	0.17	%
Legacy Service Partners, LLC (“LSP”)	(8) (14) (17)	Class B Units	1/9/2023	4,907	491	507	0.08	%
Perennial Services Investors LLC	(8) (14) (17)	Class A Units	9/8/2023	7,784	778	778	0.12	%
Total Services: Consumer					2,629	2,558	0.39	%

Sovereign & Public Finance
LMI Renaissance	(8) (14) (17)	Limited Partnership Interest	6/30/2022	648,627	649	1,317	0.21	%
Total Sovereign & Public Finance					649	1,317	0.21	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)


Portfolio Company (1) (2)	Footnotes	Investment	Acquisition Date	Shares/Units	Amortized Cost		Fair Value (4)		% of Net Assets (5)

Transportation: Cargo
SEKO Global Logistics	(8) (17)	Equity Investments	12/30/2020	671,203	332		1,514		0.24	%
Total Transportation: Cargo					332		1,514		0.24	%

Transportation: Consumer
ASTP Holdings Co-Investment LP	(8) (14) (17)	Limited Partnership Interest	9/11/2023	208,122	208		208		0.03	%
Total Transportation: Consumer					208		208		0.03	%

Utilities: Electric
Pinnacle Supply Partners, LLC	(8) (14) (17)	Subject Partnership Units	4/3/2023	279,687	280		258		0.04	%
Total Utilities: Electric					280		258		0.04	%

Total Equity Investments					23,532		28,015		4.38	%
Cash equivalents	(12)				34,200		34,200		5.35	%
Total Investments and Cash Equivalents					$	1,544,214	$	1,515,212	237.14	%

_______________

(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 September 30, 2023. As of September 30, 2023, rate for 1M S, 3M S, 6M S, 12M S ("SOFR") are 5.32%, 5.40%, 5.47%, and 5.47% respectively. As of September 30, 2023, two investments, Petmate and Sapphire Telecom Inc., bear interest at rates determined by London Interbank Offered Rate ("LIBOR"). The rate set for each contract was determined prior to the cessation of LIBOR. The effective LIBOR rate for Petmate and Sapphire Telecom Inc., as of September 30, 2023, was 5.73% and 5.46%, respectively. Certain investments are subject to a SOFR/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 3 "Fair Value Measurements" for more information.

(5)Percentage is based on net assets of $638,959 as of September 30, 2023.

(6)Denotes that all or a portion of the assets are owned by CLO-I (as defined in the Notes), which serve as collateral for the 2022 Debt Securitization (as defined in the Notes). See Note 5 "Secured Debt".

(7)This portfolio company is not domiciled in the United States. The principal place of business for Specialized Packing Group and Phaidon International is Canada and the United Kingdom, respectively.

(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 September 30, 2023, total non-qualifying assets at fair value represented 4.24% of the Company's total assets calculated in accordance with the 1940 Act.

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

September 30, 2023

(dollar amounts in thousands)

(11)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. See Note 6 "Commitments and Contingencies". The investment may be subject to unused commitment fees.

(12)Cash equivalents balance represents amounts held in interest-bearing money market funds issued by U.S. Bank National Association and Black Rock Advisors, LLC.

(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 3 "Fair Value Measurements" for more information.

(16)Loan was on non-accrual status as of September 30, 2023.

(17)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.

(18) Represents an investment held through an aggregator vehicle organized as a pool investment vehicle .

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount		Amortized Cost		Fair Value (4)		% of Net Assets (5)

Investments
Debt Investments
Aerospace & Defense
AEgis Technologies	(6) (13)	First Lien Term Loan	L + 6.00%	10.77	%	10/31/2025	$	14,807	$	14,700	$	14,375	2.74	%
Arotech	(6) (13)	First Lien Term Loan	L + 6.25%	10.64	%	10/22/2026	9,297		9,200		8,614		1.64	%
Arotech (Delayed Draw)	(6) (13)	First Lien Term Loan	L + 6.25%	11.02	%	10/22/2026	452		450		419		0.08	%
Loc Performance Products	(6) (13)	First Lien Term Loan	S + 5.25%	9.84	%	12/22/2026	7,350		7,272		6,954		1.33	%
Valkyrie		Subordinated Debt	N/A	10.50% (Cash) 1.00% (PIK)		11/17/2027	2,808		2,754		2,748		0.52	%
Total Aerospace & Defense									34,376		33,110		6.31	%

Automotive
American Auto Auction Group	(6) (13) (15)	First Lien Term Loan	S + 5.00%	9.59	%	12/30/2027	10,627		10,533		8,348		1.59	%
Classic Collision (Delayed Draw) (Incremental)	(6) (11) (13)	First Lien Term Loan	L + 5.75%	10.89	%	1/14/2026	7,010		6,293		6,093		1.16	%
Classic Collision (Incremental)	(6) (9) (13)	First Lien Term Loan	L + 5.75%	10.89	%	1/14/2026	7,830		7,766		7,607		1.45	%
Collision Right	(13)	First Lien Term Loan	S + 4.75%	9.34	%	4/14/2028	4,838		4,808		4,733		0.90	%
Collision Right (Delayed Draw)	(11)	First Lien Term Loan	S + 4.75%	9.34	%	4/14/2028	506		(4)		(11)		—	%
Covercraft		Subordinated Debt	N/A	10.00% (Cash) 0.75% (PIK)		2/21/2028	7,422		7,299		7,167		1.37	%
Covercraft (Delayed Draw)	(11)	Subordinated Debt	N/A	10.00% (Cash) 0.75% (PIK)		2/21/2028	4,386		—		(150)		(0.03	%)
JEGS Automotive	(6)	First Lien Term Loan	L + 6.00%	10.77	%	12/22/2027	4,029		3,995		3,773		0.72	%
JEGS Automotive (Delayed Draw)	(11)	First Lien Term Loan	L + 5.75%	10.52	%	12/22/2027	930		—		(59)		(0.01	%)
OEP Glass Purchaser	(6) (13)	First Lien Term Loan	S + 5.25%	9.84	%	4/18/2028	14,888		14,751		14,443		2.75	%
Randys Holdings, Inc	(9) (13)	First Lien Term Loan	S + 6.50%	11.09	%	11/1/2028	11,250		11,028		11,031		2.10	%
Randys Holdings, Inc (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 6.50%	11.09	%	11/1/2028	3,750		—		(73)		(0.01	%)
S&S Truck Parts	(6) (13)	First Lien Term Loan	S + 4.75%	9.34	%	3/1/2029	6,928		6,865		6,890		1.31	%
S&S Truck Parts	(13)	First Lien Term Loan	S + 4.75%	9.11	%	3/1/2029	1,171		1,160		1,164		0.22	%
S&S Truck Parts (Delayed Draw)	(11)	First Lien Term Loan	S + 4.75%	9.34	%	3/1/2029	98		—		(1)		—	%
S&S Truck Parts (Delayed Draw)	(11)	First Lien Term Loan	S + 4.75%	9.11	%	3/1/2029	1,740		1,592		1,583		0.30	%
Total Automotive									76,086		72,538		13.82	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Banking, Finance, Insurance, Real Estate
Allied Benefit Systems	(6) (13)	First Lien Term Loan	S + 4.50%	9.09	%	11/18/2026	5,991	5,951	5,889	1.12	%
Bankruptcy Management Solutions Inc	(6)	First Lien Term Loan	S + 4.50%	8.86	%	2/28/2025	3,850	3,869	3,824	0.73	%
Coding Solutions Acquisitions	(6) (9) (13)	First Lien Term Loan	S + 5.50%	9.86	%	5/11/2028	6,497	6,436	6,367	1.21	%
Coding Solutions Acquisitions (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 5.75%	10.11	%	5/11/2028	1,967	—	(39)	(0.01	%)
Long Term Care Group	(6) (9) (13)	First Lien Term Loan	L + 6.00%	10.39	%	9/8/2027	6,654	6,598	6,521	1.25	%
Patriot Growth Insurance Service (Delayed Draw) (Incremental)	(9) (11)	First Lien Term Loan	L + 5.75%	10.52	%	10/14/2028	7,199	450	319	0.06	%
Risk Strategies (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 5.50%	10.09	%	11/1/2026	11,045	332	145	0.03	%
Risk Strategies (Delayed Draw)	(9)	First Lien Term Loan	S + 5.50%	10.09	%	11/1/2026	3,945	3,945	3,839	0.73	%
Vensure Employer Services	(6) (13)	First Lien Term Loan	S + 4.75%	9.34	%	3/26/2027	14,806	14,754	14,486	2.76	%
World Insurance Associates	(6) (9) (13)	First Lien Term Loan	S + 5.75%	10.34	%	4/1/2026	1,981	1,965	1,912	0.36	%
World Insurance Associates (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 5.75%	10.34	%	4/1/2026	5,005	2,472	2,298	0.44	%
World Insurance Associates (Delayed Draw)	(9)	First Lien Term Loan	S + 5.75%	10.34	%	4/1/2026	8,000	8,000	7,721	1.47	%
Total Banking, Finance, Insurance, Real Estate								54,772	53,282	10.15	%

Beverage, Food & Tobacco
Bardstown PPC Holdings LLC		Subordinated Debt	S + 7.75%	12.34	%	8/30/2027	9,300	9,125	9,216	1.76	%
Death Wish Coffee	(6) (9) (13)	First Lien Term Loan	L + 4.75%	9.52	%	9/28/2027	9,900	9,819	9,832	1.87	%
Dessert Holdings	(6)	Subordinated Debt	L + 7.25%	12.02	%	6/8/2029	9,000	8,860	8,325	1.59	%
Fresh Edge		Subordinated Debt	S + 9.00%	13.36	%	4/3/2029	3,770	3,679	3,679	0.70	%
GA Foods	(13) (16)	First Lien Term Loan	L + 5.50%	9.77% (Cash) 0.50% (PIK)		12/1/2026	14,781	14,676	8,898	1.69	%
Handgards	(6) (13)	First Lien Term Loan	L + 7.00%	11.77	%	10/14/2026	14,663	14,466	14,663	2.79	%
KSLB Holdings LLC	(13)	First Lien Term Loan	L + 4.50%	8.89	%	7/30/2025	2,888	2,867	2,633	0.50	%
Rise Baking	(6) (9) (13)	First Lien Term Loan	L + 6.50%	11.27	%	8/13/2027	14,850	14,672	13,769	2.62	%
Watermill Express, LLC	(6) (9) (13)	First Lien Term Loan	L + 5.50%	10.27	%	4/20/2027	3,290	3,264	3,225	0.62	%
Watermill Express, LLC (Delayed Draw)	(9) (11)	First Lien Term Loan	L + 5.50%	10.27	%	4/20/2027	318	197	191	0.04	%
Total Beverage, Food & Tobacco								81,625	74,431	14.18	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Capital Equipment
Blackbird Purchaser Inc.	(6) (13)	First Lien Term Loan	L +4.50%	8.89	%	4/8/2026	7,201	7,159	7,018	1.34	%
Blackbird Purchaser Inc. (Delayed Draw)	(11)	First Lien Term Loan	L +4.50%	8.89	%	4/8/2026	2,709	(22)	(69)	(0.01	%)
Crete Mechanical Group	(6) (13)	First Lien Term Loan	S +5.25%	9.84	%	5/19/2028	4,872	4,825	4,785	0.91	%
Crete Mechanical Group (Delayed Draw)	(6)	First Lien Term Loan	S + 5.25%	9.84	%	5/19/2028	2,875	2,828	2,824	0.54	%
Crete Mechanical Group (Delayed Draw)	(11)	First Lien Term Loan	S + 5.00%	9.59	%	5/19/2028	7,211	4,484	4,356	0.83	%
Heartland Home Services	(6) (9) (13)	First Lien Term Loan	L +6.00%	10.39	%	12/15/2026	6,534	6,486	6,368	1.21	%
Heartland Home Services (Delayed Draw)	(6) (9) (13)	First Lien Term Loan	L + 6.00%	10.39	%	12/15/2026	5,665	5,642	5,521	1.05	%
Heartland Home Services (Delayed Draw)	(6) (9) (13)	First Lien Term Loan	L + 6.00%	10.39	%	12/15/2026	2,598	2,598	2,532	0.48	%
PT Intermediate Holdings III, LLC	(6) (9) (13)	First Lien Term Loan	L + 5.50%	10.27	%	11/1/2028	8,824	8,790	8,624	1.64	%
PT Intermediate Holdings III, LLC (Incremental)	(6) (9) (13)	First Lien Term Loan	L + 5.50%	10.27	%	11/1/2028	1,079	1,069	1,054	0.20	%
Repipe Specialists		Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		3/18/2029	2,408	2,364	2,292	0.44	%
Repipe Specialists (Delayed Draw)	(11)	Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		3/18/2029	900	—	(44)	(0.01	%)
Total Capital Equipment								46,223	45,261	8.62	%

Chemicals, Plastics, & Rubber
Ascensus	(9)	Subordinated Debt	L + 6.50%	11.27	%	8/2/2029	9,000	8,929	8,447	1.61	%
Ascensus Specialties	(6) (9) (13)	First Lien Term Loan	L + 4.25%	8.64	%	6/30/2028	9,831	9,669	9,504	1.81	%
Boulder Scientific Company LLC	(6)	First Lien Term Loan	L + 4.25%	9.02	%	12/29/2025	2,088	2,098	2,061	0.39	%
Spartech	(6) (9) (13)	First Lien Term Loan	L + 4.75%	9.52	%	5/8/2028	14,919	14,837	14,517	2.77	%
Total Chemicals, Plastics, & Rubber								35,533	34,529	6.58	%

Construction & Building
Erie Construction	(6) (13)	First Lien Term Loan	S + 4.75%	9.53	%	7/30/2027	10,702	10,612	10,702	2.04	%
Gannett Fleming	(13)	First Lien Term Loan	S + 6.50%	11.09	%	12/20/2028	10,000	9,801	9,801	1.87	%
Sciens Building Solutions, LLC	(6) (9) (13)	First Lien Term Loan	L + 5.75%	10.52	%	12/15/2027	9,410	9,250	8,917	1.70	%
Sciens Building Solutions, LLC (Delayed Draw)	(6) (9) (11) (13)	First Lien Term Loan	L + 5.75%	10.52	%	12/15/2027	4,938	1,594	1,377	0.26	%
Total Construction & Building								31,257	30,797	5.87	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Consumer Goods: Durable
Halo Buyer Inc	(6) (15)	First Lien Term Loan	L + 4.50%	8.89	%	6/30/2025	5,728	5,686	5,062	0.97	%
Petmate	(6) (9) (13)	First Lien Term Loan	L + 5.50%	10.27	%	9/15/2028	9,900	9,815	7,951	1.51	%
Xpressmyself.com LLC (a/k/a SmartSign)	(13)	First Lien Term Loan	S + 5.00%	9.59	%	9/7/2028	9,975	9,881	9,881	1.88	%
Total Consumer Goods: Durable								25,382	22,894	4.36	%

Consumer Goods: Non-durable
Arcadia Consumer Health	(6) (9) (13)	First Lien Term Loan	S + 4.75%	9.11	%	9/10/2027	12,733	12,628	12,609	2.40	%
Badger Sportswear Acquisition Inc	(6)	First Lien Term Loan	L + 4.50%	8.89	%	12/24/2023	3,842	3,816	3,746	0.71	%
Elevation Labs	(13)	First Lien Term Loan	S + 5.25%	9.84	%	6/30/2028	6,858	6,793	6,784	1.29	%
Elevation Labs (Delayed Draw)	(11)	First Lien Term Loan	S + 5.25%	9.84	%	6/30/2028	3,125	(29)	(34)	(0.01	%)
FoodScience	(6) (13)	First Lien Term Loan	L + 4.75%	9.52	%	3/1/2027	7,823	7,762	7,055	1.35	%
FoodScience	(6) (13)	First Lien Term Loan	L + 4.75%	9.52	%	3/1/2027	6,951	6,897	6,269	1.20	%
Market Performance Group	(6) (13)	First Lien Term Loan	L + 5.75%	10.52	%	12/29/2026	2,531	2,510	2,531	0.48	%
Market Performance Group	(6) (13)	First Lien Term Loan	L + 5.75%	10.52	%	12/29/2026	7,350	7,324	7,350	1.40	%
Ultima Health Holdings, LLC		Subordinated Debt	N/A	11.00% (Cash) 1.50% (PIK)		3/12/2029	1,708	1,676	1,671	0.32	%
Total Consumer Goods: Non-durable								49,377	47,981	9.14	%

Containers, Packaging & Glass
B2B Packaging	(6) (13)	First Lien Term Loan	S + 6.75%	11.34	%	10/7/2026	12,613	12,571	12,313	2.35	%
B2B Packaging (Delayed Draw)	(13)	First Lien Term Loan	S + 6.75%	11.53	%	10/7/2026	2,232	2,232	2,179	0.41	%
B2B Packaging (Delayed Draw)	(6)	First Lien Term Loan	S + 6.75%	11.34	%	10/7/2026	118	115	115	0.02	%
Five Star Packing	(6) (13)	First Lien Term Loan	S + 4.25%	9.03	%	5/5/2029	7,653	7,545	7,516	1.43	%
Good2Grow	(6) (13)	First Lien Term Loan	L + 4.50%	9.27	%	12/1/2027	9,925	9,842	9,720	1.85	%
Oliver Packaging		Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		1/6/2029	2,523	2,476	2,395	0.46	%
Specialized Packaging Group	(6) (7) (10) (13)	First Lien Term Loan	L + 5.50%	10.64	%	12/17/2025	3,013	2,992	2,995	0.57	%
Specialized Packaging Group	(6) (7) (10) (13)	First Lien Term Loan	L + 5.50%	10.64	%	12/17/2025	7,350	7,301	7,304	1.39	%
Total Containers, Packaging & Glass								45,074	44,537	8.48	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Environmental Industries
Cadmus	(6)	First Lien Term Loan	S + 5.25%	9.84	%	9/14/2027	3,292	3,266	3,208	0.61	%
Cadmus (Delayed Draw)	(11)	First Lien Term Loan	L + 5.25%	9.64	%	9/14/2027	1,663	1,152	1,110	0.21	%
Nutrition 101 Buyer LLC (a/k/a 101, Inc.)	(13)	First Lien Term Loan	S + 5.25%	9.61	%	8/31/2028	6,715	6,651	6,649	1.27	%
The Facilities Group	(6) (9) (13)	First Lien Term Loan	L + 5.75%	10.14	%	11/30/2027	4,922	4,879	4,810	0.92	%
The Facilities Group (Delayed Draw)	(6) (9) (11) (13)	First Lien Term Loan	L + 5.75%	10.52	%	11/30/2027	4,996	4,114	4,001	0.76	%
Total Environmental Industries								20,062	19,778	3.77	%

Healthcare & Pharmaceuticals
Affinity Hospice	(6) (13)	First Lien Term Loan	L + 4.75%	9.52	%	12/17/2027	7,953	7,885	7,731	1.47	%
Affinity Hospice (Delayed Draw)	(11)	First Lien Term Loan	L + 4.75%	9.52	%	12/17/2027	1,981	—	(55)	(0.01	%)
Anne Arundel		Subordinated Debt	N/A	12.75% (PIK)		10/16/2026	2,888	2,838	2,688	0.51	%
Anne Arundel		Subordinated Debt	N/A	11.00	%	4/16/2026	1,838	1,815	1,734	0.33	%
Anne Arundel (Delayed Draw)	(11)	Subordinated Debt	N/A	11.00	%	4/16/2026	2,258	1,880	1,730	0.33	%
Forefront Dermatology	(6) (9) (13)	First Lien Term Loan	S + 4.25%	8.61	%	4/2/2029	5,360	5,259	5,222	0.99	%
Forefront Dermatology (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 4.25%	8.61	%	4/2/2029	1,007	895	869	0.17	%
Genesee Scientific	(6) (9)	First Lien Term Loan	L + 5.00%	9.77	%	9/30/2027	6,019	5,971	5,897	1.12	%
Genesee Scientific (Delayed Draw)	(9) (11)	First Lien Term Loan	L + 5.50%	10.27	%	9/30/2027	2,027	—	(41)	(0.01	%)
GHR Healthcare	(6) (9)	First Lien Term Loan	S + 4.75%	9.34	%	12/9/2027	6,467	6,411	6,467	1.23	%
GHR Healthcare (Delayed Draw)	(6) (9) (11) (13)	First Lien Term Loan	S + 4.75%	9.34	%	12/9/2027	3,444	2,023	2,023	0.39	%
GHR Healthcare (Incremental)	(9) (13)	First Lien Term Loan	S + 4.75%	9.53	%	12/9/2027	5,033	4,938	5,033	0.96	%
Heartland Veterinary Partners LLC (Incremental)		Subordinated Debt	S + 7.50%	12.09	%	12/10/2027	1,900	1,865	1,862	0.35	%
Heartland Veterinary Partners LLC (Incremental) (Delayed Draw)	(11)	Subordinated Debt	S + 7.50%	12.09	%	12/10/2027	9,500	—	(190)	(0.04	%)
InfuCare RX	(6) (13)	First Lien Term Loan	S + 4.50%	9.09	%	1/4/2028	9,900	9,814	9,695	1.85	%
Midwest Eye Consultants	(6) (13)	First Lien Term Loan	S + 4.50%	9.09	%	8/20/2027	9,113	9,039	8,579	1.63	%
PromptCare	(6) (9) (13)	First Lien Term Loan	L + 6.00%	10.39	%	9/1/2027	8,288	8,169	8,031	1.53	%
PromptCare (Delayed Draw)	(6) (9) (11) (13)	First Lien Term Loan	L + 6.00%	10.39	%	9/1/2027	3,025	777	711	0.14	%
Quorum Health Resources, LLC	(6) (13)	First Lien Term Loan	L + 5.25%	10.02	%	5/28/2027	7,759	7,695	7,445	1.42	%
Sandlot Buyer, LLC (Prime Time Healthcare)	(13)	First Lien Term Loan	S + 6.00%	10.78	%	9/19/2028	9,875	9,587	9,589	1.83	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

SCP Eye Care Holdco, LLC (DBA EyeSouth Partners)	(13)	First Lien Term Loan	S + 5.75%	10.34	%	10/5/2029	7,549	7,475	7,404	1.41	%
SCP Eye Care Holdco, LLC (DBA EyeSouth Partners) (Delayed Draw)	(11)	First Lien Term Loan	S + 5.75%	10.34	%	10/5/2029	2,451	—	(47)	(0.01	%)
SM Wellness Holdings, Inc	(6) (13)	First Lien Term Loan	L + 4.75%	9.52	%	4/17/2028	14,815	14,704	14,254	2.72	%
Wellspring Pharmaceutical	(13)	First Lien Term Loan	S + 5.75%	10.53	%	8/22/2028	3,413	3,348	3,350	0.64	%
Wellspring Pharmaceutical (Delayed Draw)	(11)	First Lien Term Loan	S + 5.75%	10.53	%	8/22/2028	1,579	(11)	(29)	(0.01	%)
Total Healthcare & Pharmaceuticals								112,377	109,952	20.94	%

High Tech Industries
Argano, LLC	(6) (13)	First Lien Term Loan	S + 5.50%	9.86	%	6/10/2026	5,691	5,648	5,508	1.05	%
Argano, LLC (Delayed Draw)	(6) (13)	First Lien Term Loan	S + 5.50%	9.86	%	6/10/2026	2,520	2,520	2,439	0.47	%
Argano, LLC (Delayed Draw) (Incremental)	(6)	First Lien Term Loan	S + 5.50%	9.86	%	6/10/2026	1,722	1,683	1,666	0.32	%
Diligent Corporation	(6) (9)	First Lien Term Loan	L + 6.25%	11.39	%	8/4/2025	12,599	12,570	12,136	2.31	%
Diligent Corporation	(9) (13)	First Lien Term Loan	L + 5.75%	10.52	%	8/4/2025	3,422	3,399	3,269	0.62	%
Diligent Corporation	(9) (13)	First Lien Term Loan	L + 5.75%	10.89	%	8/4/2025	1,491	1,481	1,425	0.27	%
Diligent Corporation (Delayed Draw)	(9)	First Lien Term Loan	L + 6.25%	11.02	%	8/4/2025	170	170	163	0.03	%
Diligent Corporation (Delayed Draw)	(9)	First Lien Term Loan	L + 6.25%	11.02	%	8/4/2025	107	107	103	0.02	%
Eliassen Group LLC	(6) (9) (13)	First Lien Term Loan	S + 5.75%	10.34	%	4/14/2028	12,192	12,080	12,021	2.29	%
Eliassen Group LLC (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 5.75%	10.34	%	4/14/2028	2,777	409	377	0.07	%
Exterro	(6) (9) (13)	First Lien Term Loan	L + 5.50%	10.27	%	5/31/2024	9,474	9,435	9,474	1.81	%
Fineline Merger		Subordinated Debt	L + 8.75%	13.52	%	8/22/2028	2,941	2,905	2,926	0.56	%
Go Engineer	(6) (9) (13)	First Lien Term Loan	S + 5.63%	10.21	%	12/21/2027	11,690	11,590	11,260	2.14	%
Go Engineer (Delayed Draw)	(9)	First Lien Term Loan	S + 5.63%	9.98	%	12/21/2027	3,184	3,157	3,066	0.58	%
Infobase Acquisition, Inc.	(13)	First Lien Term Loan	S + 5.50%	10.09	%	6/14/2028	4,375	4,334	4,319	0.82	%
Infobase Acquisition, Inc. (Delayed Draw)	(11)	First Lien Term Loan	S + 5.50%	10.09	%	6/14/2028	721	—	(9)	—	%
ITSavvy LLC	(6) (13)	First Lien Term Loan	S + 5.25%	10.03	%	8/8/2028	7,873	7,797	7,871	1.50	%
ITSavvy LLC (Delayed Draw)	(11)	First Lien Term Loan	S + 5.50%	10.09	%	8/8/2028	2,107	(20)	—	—	%
North Haven CS Acquisition Inc	(6)	First Lien Term Loan	L + 5.25%	10.02	%	1/23/2025	5,857	5,857	5,857	1.12	%
Northern Star Industries Inc	(6)	First Lien Term Loan	L + 4.50%	8.89	%	3/28/2025	3,286	3,275	3,227	0.62	%
Prosci, Inc.	(6)	First Lien Term Loan	L + 4.50%	8.89	%	10/21/2026	4,733	4,695	4,665	0.89	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Revalize (Delayed Draw)	(9) (13)	First Lien Term Loan	S + 5.75%	10.34	%	4/15/2027	4,286	4,273	3,985	0.76	%
Revalize (Delayed Draw)	(6) (9)	First Lien Term Loan	S + 5.75%	10.34	%	4/15/2027	1,101	1,092	1,023	0.19	%
Revalize (Delayed Draw)	(9)	First Lien Term Loan	S + 5.75%	10.34	%	4/15/2027	244	243	227	0.04	%
SmartWave	(6) (13)	First Lien Term Loan	L + 6.00%	10.77	%	11/5/2026	9,309	9,223	8,116	1.55	%
Solve Industrial Motion Group		Subordinated Debt	N/A	10.75	%	6/28/2028	1,763	1,732	1,669	0.32	%
Solve Industrial Motion Group (Delayed Draw)		Subordinated Debt	N/A	10.75	%	6/28/2028	2,019	2,019	1,912	0.36	%
Total High Tech Industries								111,674	108,695	20.71	%

Media: Advertising, Printing & Publishing
Tinuiti	(6) (9) (13)	First Lien Term Loan	L + 4.50%	9.27	%	12/10/2026	2,978	2,953	2,933	0.56	%
Tinuiti (Delayed Draw)	(6) (9) (13)	First Lien Term Loan	L + 4.50%	8.89	%	12/10/2026	1,946	1,945	1,916	0.36	%
Tinuiti (Delayed Draw) (Incremental)	(9) (11)	First Lien Term Loan	L + 4.50%	9.27	%	12/10/2026	9,963	5,935	5,781	1.10	%
Wpromote	(13)	First Lien Term Loan	S + 6.00%	10.36	%	10/23/2028	4,412	4,325	4,326	0.83	%
Wpromote (Delayed Draw)	(11)	First Lien Term Loan	S + 6.00%	10.36	%	10/23/2028	588	(4)	(11)	—	%
Total Media: Advertising, Printing & Publishing								15,154	14,945	2.85	%

Media: Diversified & Production
Corporate Visions	(6) (13)	First Lien Term Loan	L + 4.50%	8.89	%	8/12/2027	2,916	2,893	2,842	0.54	%
Corporate Visions	(6) (13)	First Lien Term Loan	L + 4.50%	8.89	%	8/12/2027	2,563	2,529	2,498	0.48	%
Spectrio II	(6) (9) (13)	First Lien Term Loan	L + 6.00%	10.77	%	12/9/2026	8,123	8,067	7,784	1.48	%
Spectrio II (Delayed Draw)	(6) (9) (13)	First Lien Term Loan	L + 6.00%	10.77	%	12/9/2026	2,886	2,866	2,765	0.53	%
Spectrio II (Delayed Draw)	(9) (11) (13)	First Lien Term Loan	L + 6.00%	10.77	%	12/9/2026	3,820	426	287	0.05	%
Total Media: Diversified & Production								16,781	16,176	3.08	%

Retail
Syndigo	(6) (9) (13)	First Lien Term Loan	L + 4.50%	8.89	%	12/15/2027	5,895	5,916	5,612	1.07	%
Total Retail								5,916	5,612	1.07	%

Services: Business
Big Truck Rental		Subordinated Debt	L + 8.00%	12.39	%	9/30/2027	10,000	9,832	9,988	1.90	%
Big Truck Rental		Subordinated Debt	L + 8.00%	12.39	%	9/23/2027	2,500	2,500	2,497	0.48	%
Bounteous	(6) (13)	First Lien Term Loan	L + 5.25%	10.02	%	8/2/2027	5,402	5,357	5,003	0.95	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Bounteous	(6) (13)	First Lien Term Loan	L + 5.25%	10.02	%	8/2/2027	2,211	2,191	2,048	0.39	%
Bounteous (Delayed Draw)	(6) (13)	First Lien Term Loan	L + 5.25%	10.02	%	8/2/2027	2,796	2,774	2,589	0.49	%
Bounteous (Delayed Draw)	(11)	First Lien Term Loan	L + 5.00%	9.77	%	8/2/2027	4,467	—	(330)	(0.06	%)
BroadcastMed Holdco, LLC		Subordinated Debt	N/A	10.00% (Cash)) 3.75% (PIK)		11/12/2027	3,451	3,383	3,384	0.64	%
Bullhorn Inc	(6) (9) (13)	First Lien Term Loan	L + 5.75%	10.52	%	9/30/2026	13,848	13,722	13,848	2.63	%
BusinesSolver	(6) (9) (13)	First Lien Term Loan	L + 5.50%	10.64	%	12/1/2027	7,820	7,753	7,678	1.46	%
BusinesSolver (Delayed Draw)	(9) (11)	First Lien Term Loan	L + 5.50%	10.64	%	12/1/2027	2,121	173	143	0.03	%
Career Now		Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		3/30/2027	3,055	3,005	2,981	0.57	%
Cornerstone Advisors of Arizona LLC	(6) (13)	First Lien Term Loan	L + 5.50%	9.89	%	9/24/2026	311	309	311	0.06	%
Cornerstone Advisors of Arizona LLC	(6) (13)	First Lien Term Loan	L + 5.50%	10.27	%	9/24/2026	2,319	2,303	2,319	0.44	%
Cornerstone Advisors of Arizona LLC (Delayed Draw)	(6) (13)	First Lien Term Loan	L + 5.50%	10.27	%	9/24/2026	212	212	212	0.04	%
CrossCountry Consulting	(6) (9) (13)	First Lien Term Loan	S + 5.75%	10.34	%	6/1/2029	8,257	8,103	8,153	1.55	%
CrossCountry Consulting (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 5.75%	10.34	%	6/1/2029	3,320	(30)	(42)	(0.01	%)
D&H United Fueling Solutions	(13)	First Lien Term Loan	S + 5.25%	9.84	%	9/16/2028	7,567	7,422	7,415	1.41	%
D&H United Fueling Solutions (Delayed Draw)		First Lien Term Loan	S + 5.25%	9.84	%	9/16/2028	2,408	2,386	2,360	0.45	%
E78	(6)	First Lien Term Loan	S + 5.50%	9.86	%	12/1/2027	5,657	5,608	5,556	1.06	%
E78	(13)	First Lien Term Loan	S + 5.50%	9.86	%	12/1/2027	1,452	1,439	1,427	0.27	%
E78 (Delayed Draw)	(6) (13)	First Lien Term Loan	S + 5.50%	9.86	%	12/1/2027	4,253	4,217	4,178	0.80	%
E78 (Delayed Draw)	(11)	First Lien Term Loan	S + 5.50%	9.86	%	12/1/2027	3,559	604	540	0.10	%
Evergreen Services Group	(6) (9) (13)	First Lien Term Loan	S + 6.00%	10.59	%	6/15/2029	12,087	11,859	11,799	2.25	%
Evergreen Services Group (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 6.00%	10.59	%	6/15/2029	2,883	2,063	2,021	0.38	%
Gabriel Partners LLC	(6) (9) (13)	First Lien Term Loan	L + 6.00%	10.39	%	9/21/2026	9,337	9,271	9,337	1.78	%
Gabriel Partners LLC (Delayed Draw)	(6) (9) (13)	First Lien Term Loan	L + 6.00%	10.77	%	9/21/2026	1,555	1,555	1,555	0.30	%
Gabriel Partners LLC (Incremental)	(9) (13)	First Lien Term Loan	L + 6.00%	10.77	%	9/21/2026	3,854	3,824	3,854	0.73	%
Hasa Inc		Subordinated Debt	N/A	10.50% (Cash) 1.50% (PIK)		1/16/2026	2,498	2,467	2,498	0.48	%
Lion Merger Sub Inc	(9) (13)	First Lien Term Loan	L + 6.50%	11.27	%	12/17/2025	7,358	7,307	7,203	1.37	%
Lion Merger Sub Inc (Incremental)	(9) (13)	First Lien Term Loan	L + 6.50%	11.27	%	12/17/2025	7,387	7,290	7,232	1.38	%
LSCS Holdings Inc.	(6) (13) (15)	First Lien Term Loan	L + 4.50%	8.89	%	12/16/2028	9,900	9,855	9,554	1.82	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

LYNX FRANCHISING, LLC	(6) (9) (13)	First Lien Term Loan	L + 6.25%	11.02	%	12/23/2026	9,900	9,816	9,664	1.84	%
Output Services Group, Inc.		First Lien Term Loan	S + 6.75%	9.84% (Cash) 1.50% (PIK)		6/29/2026	3,863	3,349	3,057	0.58	%
Phaidon International	(7) (10) (13)	First Lien Term Loan	S + 5.50%	9.86	%	8/22/2029	15,000	14,855	14,820	2.82	%
Plaze		Subordinated Debt	L + 7.50%	11.89	%	7/7/2028	15,000	14,617	14,318	2.73	%
RoadOne	(11)	Subordinated Debt	N/A	8.75% (Cash) 5.00% (PIK)		6/30/2029	1,397	(21)	(42)	(0.01	%)
RoadOne		Subordinated Debt	N/A	8.75% (Cash) 5.00% (PIK)		6/30/2029	4,469	4,335	4,335	0.83	%
Scaled Agile	(6) (9) (13)	First Lien Term Loan	S + 5.50%	10.09	%	12/15/2028	8,016	7,946	7,797	1.49	%
Scaled Agile (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 5.50%	10.09	%	12/15/2028	1,923	—	(53)	(0.01	%)
Smile Brands		Subordinated Debt	L + 8.50%	13.64	%	4/13/2026	9,597	9,489	8,765	1.67	%
Smile Brands (Delayed Draw)	(11)	Subordinated Debt	L + 8.50%	13.64	%	4/13/2026	1,959	—	(170)	(0.03	%)
Soliant Health	(6) (13)	First Lien Term Loan	L + 4.00%	8.39	%	3/31/2028	8,461	8,410	8,519	1.62	%
Technical Safety Services	(13)	First Lien Term Loan	S + 4.50%	9.09	%	6/22/2029	6,841	6,776	6,757	1.29	%
Technical Safety Services (Delayed Draw)	(11)	First Lien Term Loan	S + 4.50%	9.09	%	6/22/2029	3,125	1,052	1,043	0.20	%
TouchTunes Interactive	(6) (13)	First Lien Term Loan	S + 5.00%	9.78	%	4/2/2029	9,975	9,881	9,743	1.86	%
Trilon Group, LLC	(13)	First Lien Term Loan	S + 6.25%	10.84	%	5/28/2029	3,000	2,970	2,964	0.56	%
Trilon Group, LLC	(13)	First Lien Term Loan	S + 5.75%	10.11	%	5/27/2029	7,481	7,411	7,202	1.37	%
Trilon Group, LLC (Delayed Draw)		First Lien Term Loan	S + 5.75%	10.11	%	5/27/2029	7,500	7,499	7,220	1.38	%
Trilon Group, LLC (Delayed Draw)	(11)	First Lien Term Loan	S + 6.25%	10.84	%	5/28/2029	2,000	184	160	0.03	%
Vital Records Control	(6) (9) (13)	First Lien Term Loan	L + 5.50%	10.27	%	6/29/2027	4,629	4,582	4,461	0.85	%
Vital Records Control	(9) (13)	First Lien Term Loan	S + 5.50%	10.28	%	6/29/2027	152	150	148	0.03	%
Vital Records Control (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 5.75%	10.34	%	6/29/2027	185	60	57	0.01	%
Worldwide Clinical Trials Holdings Inc	(6)	First Lien Term Loan	L + 4.25%	9.02	%	12/5/2024	3,858	3,846	3,824	0.73	%
Worldwide Clinical Trials Holdings Inc (Incremental)	(6) (13)	First Lien Term Loan	L + 4.25%	8.64	%	12/5/2024	6,120	6,087	6,067	1.16	%
Total Services: Business								262,048	257,967	49.14	%

Services: Consumer
ADPD Holdings, LLC (a/k/a NearU)	(6) (9) (13)	First Lien Term Loan	S + 6.00%	10.59	%	8/16/2028	8,314	8,314	8,233	1.56	%
ADPD Holdings, LLC (a/k/a NearU) (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 6.00%	10.59	%	8/16/2028	257	—	(3)	0.00	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

ADPD Holdings, LLC (a/k/a NearU) (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 6.00%	10.59	%	8/16/2028	1,714	—	(17)	0.00	%
ADPD Holdings, LLC (a/k/a NearU) (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 6.00%	10.59	%	8/16/2028	1,714	—	(17)	0.00	%
All My Sons	(6) (13)	First Lien Term Loan	L + 4.75%	9.14	%	10/25/2028	5,318	5,273	5,252	1.00	%
Apex Services Partners, LLC (Delayed Draw) (Incremental)	(9)	First Lien Term Loan	S + 5.50%	10.09	%	7/31/2025	5,000	4,999	4,968	0.95	%
Apex Services Partners, LLC (Incremental)	(9) (13)	First Lien Term Loan	S + 5.50%	10.09	%	7/31/2025	5,000	4,955	4,968	0.95	%
Excel Fitness	(6) (13)	First Lien Term Loan	S + 5.25%	9.84	%	4/27/2029	9,975	9,867	9,483	1.81	%
Fairway Lawns		Subordinated Debt	N/A	8.00% (Cash) 5.00% (PIK)		5/17/2029	2,628	2,549	2,549	0.49	%
Fairway Lawns	(11)	Subordinated Debt	N/A	8.00% (Cash) 5.00% (PIK)		5/17/2029	6,171	—	(185)	(0.04	%)
Liberty Buyer	(9) (13)	First Lien Term Loan	S + 5.75%	10.34	%	6/15/2028	3,969	3,932	3,942	0.75	%
Liberty Buyer (Delayed Draw)	(9) (11)	First Lien Term Loan	S + 5.75%	10.34	%	6/15/2028	747	298	293	0.05	%
NJEye LLC	(6)	First Lien Term Loan	S + 4.75%	9.53	%	9/16/2024	5,382	5,363	5,247	1.00	%
NJEye LLC (Delayed Draw)	(6)	First Lien Term Loan	S + 4.75%	9.53	%	9/16/2024	705	705	687	0.13	%
NJEye LLC (Delayed Draw)	(11)	First Lien Term Loan	S + 4.75%	9.53	%	9/16/2024	2,272	1,774	1,726	0.33	%
North Haven Spartan US Holdco LLC	(6)	First Lien Term Loan	S + 6.25%	10.84	%	6/6/2025	2,529	2,526	2,459	0.47	%
North Haven Spartan US Holdco LLC (Delayed Draw)	(6)	First Lien Term Loan	S + 6.25%	10.84	%	6/6/2025	219	219	213	0.04	%
One World Fitness PFF LLC	(6)	First Lien Term Loan	L + 5.25%	10.02	%	11/26/2025	3,884	3,885	3,636	0.69	%
Total Services: Consumer								54,659	53,434	10.18	%

Sovereign & Public Finance
LMI Consulting, LLC (LMI)	(13)	First Lien Term Loan	S + 6.50%	11.09	%	7/18/2028	4,395	4,311	4,254	0.81	%
LMI Consulting, LLC (LMI) (Incremental)	(6)	First Lien Term Loan	S + 6.50%	11.09	%	7/18/2028	4,988	4,988	4,828	0.92	%
Total Sovereign & Public Finance								9,299	9,082	1.73	%


Telecommunications
BCM One	(6) (13)	First Lien Term Loan	L + 4.50%	8.89	%	11/17/2027	6,138	6,138	5,906	1.13	%
BCM One (Delayed Draw)	(6) (11)	First Lien Term Loan	L + 4.50%	8.89	%	11/17/2027	1,845	1,775	1,705	0.32	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Corbett Technology Solutions, Inc. ("CTSI")	(6) (10) (13)	First Lien Term Loan	S + 5.00%	9.59	%	10/29/2027	5,815	5,766	5,589	1.06	%
Corbett Technology Solutions, Inc. ("CTSI") (Delayed Draw)	(6) (10) (13)	First Lien Term Loan	S + 5.00%	9.59	%	10/29/2027	4,085	4,085	3,927	0.75	%
Mobile Communications America, Inc.	(6)	First Lien Term Loan	S + 5.38%	9.97	%	3/4/2025	3,856	3,862	3,781	0.72	%
Mobile Communications America, Inc.	(13)	First Lien Term Loan	S + 5.38%	9.97	%	3/4/2025	4,313	4,236	4,198	0.80	%
Mobile Communications America, Inc. (Incremental)	(6)	First Lien Term Loan	S + 5.38%	9.97	%	3/4/2025	685	684	672	0.13	%
Momentum Telecom II	(6) (9) (13)	First Lien Term Loan	L + 5.75%	10.89	%	4/16/2027	10,157	10,080	9,815	1.87	%
Sapphire Telecom Inc	(6) (9)	First Lien Term Loan	L + 5.25%	10.02	%	11/20/2025	6,720	6,683	6,514	1.24	%
Tyto Athene, LLC	(6) (13)	First Lien Term Loan	L + 5.50%	10.27	%	4/3/2028	7,568	7,502	6,967	1.33	%
Total Telecommunications								50,811	49,074	9.35	%

Transportation: Cargo
FSK Pallet Holding Corp. (DBA Kamps Pallets)	(13)	First Lien Term Loan	L + 5.00%	9.77	%	12/23/2026	9,975	9,783	9,781	1.86	%
Kenco Group, Inc.	(13)	First Lien Term Loan	S + 5.50%	10.09	%	11/15/2029	8,584	8,415	8,416	1.60	%
Kenco Group, Inc. (Delayed Draw)	(11)	First Lien Term Loan	S + 5.50%	10.09	%	11/15/2029	1,416	(28)	(28)	(0.01	%)
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)	(6) (9)	First Lien Term Loan	S + 6.50%	11.09	%	5/5/2025	260	259	257	0.05	%
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)	(9) (13)	First Lien Term Loan	S + 5.75%	10.34	%	5/5/2025	904	898	889	0.17	%
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)	(6) (9)	First Lien Term Loan	S + 6.25%	10.84	%	5/5/2025	183	181	181	0.03	%
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)	(6) (9)	First Lien Term Loan	S + 6.50%	11.09	%	5/5/2025	4,412	4,386	4,363	0.83	%
Quantix (f/k/a A&R Logistics Holdings, Inc.) (Incremental)	(9) (13)	First Lien Term Loan	S + 6.25%	10.84	%	5/5/2025	1,372	1,347	1,357	0.26	%
SEKO Global Logistics		Subordinated Debt	L + 9.00%	13.77	%	6/30/2027	5,805	5,715	5,805	1.11	%
SEKO Global Logistics		Subordinated Debt	L + 9.00%	13.77	%	6/30/2027	4,029	3,962	4,029	0.77	%
SEKO Global Logistics	(6)	First Lien Term Loan	L + 4.75%	9.52	%	12/30/2026	1,137	1,128	1,116	0.21	%
SEKO Global Logistics (Delayed Draw) (Incremental)	(11)	First Lien Term Loan	L + 5.00%	9.77	%	12/30/2026	4,516	992	910	0.17	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

SEKO Global Logistics (Incremental)	(13)	First Lien Term Loan	L + 5.00%	9.77	%	12/30/2026	1,533	1,518	1,505	0.29	%
TI ACQUISITION NC LLC	(6)	First Lien Term Loan	L + 4.50%	9.64	%	3/19/2027	2,809	2,732	2,770	0.53	%
Total Transportation: Cargo								41,288	41,351	7.87	%

Utilities: Electric
TPC Wire & Cable		Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		2/16/2028	2,194	2,170	2,132	0.41	%
TPC Wire & Cable (Delayed Draw)	(11)	Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		2/16/2028	940	776	757	0.14	%
Warrior Acquisition Inc	(6)	First Lien Term Loan	L + 5.25%	10.02	%	9/15/2026	1,946	1,925	1,841	0.35	%
Total Utilities: Electric								4,871	4,730	0.90	%

Wholesale
ISG Merger Sub, LLC (dba Industrial Service Group)	(13)	First Lien Term Loan	S + 6.25%	10.61	%	12/7/2028	6,591	6,459	6,461	1.23	%
ISG Merger Sub, LLC (dba Industrial Service Group) (Delayed Draw)	(11)	First Lien Term Loan	S + 6.25%	10.61	%	12/7/2028	3,409	(17)	(67)	(0.01	%)
Wittichen Supply	(6)	First Lien Term Loan	S + 4.50%	9.09	%	7/30/2027	4,992	4,946	4,992	0.95	%
Wittichen Supply		Subordinated Debt	N/A	9.50% (Cash) 1.50% (PIK)		7/31/2028	4,242	4,173	4,242	0.81	%
Wittichen Supply		Subordinated Debt	N/A	12.00% (PIK)		7/30/2029	1,798	1,766	1,798	0.34	%
Wittichen Supply (Delayed Draw)	(11)	First Lien Term Loan	S + 4.50%	9.09	%	7/31/2028	2,482	1,974	1,996	0.38	%
Wittichen Supply (Delayed Draw) (Incremental)	(11)	Subordinated Debt	N/A	9.00% (Cash) 1.00% (PIK)		7/31/2028	3,360	—	—	—	%
Wittichen Supply (Incremental)		Subordinated Debt	N/A	9.00% (Cash) 1.00% (PIK)		7/31/2028	3,485	3,419	3,485	0.66	%
Total Wholesale								22,720	22,907	4.36	%

Total Debt Investments								1,207,365	1,173,063	223.46	%

Equity Investments
Automotive
Covercraft	(8) (14)	Equity Investments	N/A	N/A		N/A	1	768	777	0.15	%
S&S Truck Parts	(8) (14)	Equity Investments	N/A	N/A		N/A	—	378	353	0.07	%
S&S Truck Parts	(8) (14)	Equity Investments	N/A	N/A		N/A	79	79	73	0.01	%
Total Automotive								1,225	1,203	0.23	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)	Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Beverage, Food & Tobacco
Bardstown PPC Holdings LLC	(8) (14)	Equity Investments	N/A	N/A	N/A	15	1,860	1,860	0.36	%
Fresh Edge - Common	(8) (14)	Class B Units	N/A	N/A	N/A	1	—	—	—	%
Fresh Edge - Preferred	(8) (14)	Preferred Units	N/A	N/A	N/A	1	592	592	0.11	%
Total Beverage, Food & Tobacco							2,452	2,452	0.47	%

Capital Equipment
Crete Mechanical Group	(8) (14)	Equity Investments	N/A	N/A	N/A	—	230	326	0.06	%
Precision Surfacing - Common	(8) (14)	Preferred Units	N/A	N/A	N/A	3,750	3,750	3,840	0.73	%
Repipe Specialists	(8) (14)	Equity Investments	N/A	N/A	N/A	—	239	216	0.04	%
Total Capital Equipment							4,219	4,382	0.83	%

Construction & Building
Erie Construction	(8) (14)	Equity Investments	N/A	N/A	N/A	—	166	585	0.11	%
Gannett Fleming	(8) (14)	Limited Partnership Interest	N/A	N/A	N/A	425	425	425	0.08	%
Total Construction & Building							591	1,010	0.19	%

Consumer Goods: Non-durable
FoodScience	(8) (14)	Equity Investments	N/A	N/A	N/A	—	98	41	0.01	%
FoodScience	(8) (14)	Equity Investments	N/A	N/A	N/A	5	5	—	—	%
Ultima Health Holdings, LLC	(8) (14)	Preferred Units	N/A	N/A	N/A	—	170	170	0.03	%
Total Consumer Goods: Non-durable							273	211	0.04	%

Containers, Packaging & Glass
Oliver Packaging	(8) (14)	Class A Common Units	N/A	N/A	N/A	9	930	975	0.19	%
Specialized Packaging Group	(7) (8) (10) (14)	Class A Common Units	N/A	N/A	N/A	148	148	112	0.02	%
Total Containers, Packaging & Glass							1,078	1,087	0.21	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)	Maturity Date	Par Amount	Amortized Cost	Fair Value (4)	% of Net Assets (5)

Healthcare & Pharmaceuticals
Anne Arundel	(8) (14)	Equity Investments	N/A	N/A	N/A	10	816	629	0.12	%
Total Healthcare & Pharmaceuticals							816	629	0.12	%

High Tech Industries
ITSavvy LLC	(8) (14)	Class A Common Units	N/A	N/A	N/A	1	522	694	0.13	%
Solve Industrial Motion Group	(8) (14)	Equity Investments	N/A	N/A	N/A	—	313	266	0.05	%
Total High Tech Industries							835	960	0.18	%

Services: Business
BroadcastMed Holdco, LLC	(8) (14)	Preferred Units	N/A	N/A	N/A	57	853	853	0.16	%
Career Now	(8) (14)	Equity Investments	N/A	N/A	N/A	6	624	720	0.14	%
E78	(8) (14)	Equity Investments	N/A	N/A	N/A	1	523	619	0.12	%
Hasa Inc	(8) (14)	Equity Investments	N/A	N/A	N/A	6	645	1,954	0.37	%
RoadOne - Common	(8) (14)	Equity Investments	N/A	N/A	N/A	1,173	939	1,173	0.22	%
Total Services: Business							3,584	5,319	1.01	%

Services: Consumer
ADPD Holdings, LLC (a/k/a NearU)	(8) (14)	Equity Investments	N/A	N/A	N/A	2	243	258	0.05	%
Total Services: Consumer							243	258	0.05	%

Sovereign & Public Finance
LMI Renaissance	(8) (14)	Limited Partnership Interest	N/A	N/A	N/A	649	649	1,092	0.21	%
Total Sovereign & Public Finance							649	1,092	0.21	%

Transportation: Cargo
SEKO Global Logistics	(8) (14)	Equity Investments	N/A	N/A	N/A	671	332	2,061	0.39	%
Total Transportation: Cargo							332	2,061	0.39	%

Wholesale
Wittichen Supply	(8) (14)	Equity Investments	N/A	N/A	N/A	2	1,911	6,649	1.27	%
Total Wholesale							1,911	6,649	1.27	%

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)


Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)	Maturity Date	Par Amount	Amortized Cost		Fair Value (4)		% of Net Assets (5)


Total Equity Investments							18,208		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 Company has provided the spread over LIBOR and SOFR and the current contractual interest rate in effect at December 31, 2022. As of December 31, 2022, effective rates for 1M L, 3M L, 6M L and 12M L are 4.39%, 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%, 4.59%, 4.78%, and 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, 2022. Certain investments are subject to a LIBOR floor. For fixed rate loans, a spread above a reference rate is not applicable.

(5)Percentage is based on net assets of $524,957 as of December 31, 2022.

(6)Denotes that all or a portion of the assets are owned by CLO-I (as defined in the Notes), which serve as collateral for the 2022 Debt (as defined in the Notes). See Note 5 "Secured Debt".

(7)This portfolio company is not domiciled in the United States. The principal place of business for 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.

(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, 2022, the Company held twenty-eight restricted securities with an aggregate fair value of $27,313, or 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, 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 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, 2022, total non-qualifying assets at fair value represented 2.77% of the Company's total assets calculated in accordance with the 1940 Act.

(12)Cash equivalents balance represents amounts held in interest-bearing money market funds issued by U.S. Bank National Association.

(13)Denotes that all or a portion of the assets are owned by SPV II and/or SPV III (each as defined in the Notes). 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.

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(dollar amounts in thousands, including share data)

(16)Loan was on non-accrual status as of December 31, 2022.

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

1. ORGANIZATION

Nuveen Churchill Direct Lending Corp., a Maryland corporation (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 qualify 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 (the “Code”). 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”), with SPV I as the surviving entity (the “Merger”). SPV I is a Delaware limited liability company that was formed on November 13, 2019. On May 20, 2022, SPV I completed a term debt securitization and, in connection therewith, changed its name to Churchill NCDLC CLO-I, LLC (“CLO-I”). See Note 5, Secured Debt. The Company has consolidated its investments in CLO-I, in accordance with its consolidation policy discussed in Note 2.

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 million to $250 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Company primarily focuses on investing in U.S. middle market companies with $10 million to $100 million in EBITDA, which it considers the core middle market. The Company's portfolio is comprised primarily of first-lien senior secured debt and unitranche loans. Although it is not the Company's primary strategy, the Company also opportunistically invests in junior capital opportunities, including second-lien loans, subordinated debt, and equity co-investments and similar equity-related securities.

The Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with Churchill DLC Advisor LLC (f/k/a Nuveen Churchill Advisors LLC) (the “Adviser”), under which the Adviser has delegated substantially all of its day-to-day portfolio management obligations through a sub-advisory agreement (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 LLC) (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 4, 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. Nuveen Churchill BDC SPV IV, LLC is a Delaware limited liability company that was formed on August 25, 2023. SPV II, SPV III and SPV IV primarily invest in 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. SPV II, SPV III, SPV IV and NCDL 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 "Initial Closing"), 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"). The Company held is final closing on April 28, 2023. 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 at the discretion of the Board, then the Company will use its best efforts to wind down and/or liquidate and dissolve.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

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 (“U.S. GAAP”). 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. 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. U.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, unless otherwise disclosed within.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.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.

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 III based on the terms of the Wells Fargo Financing Facility (as defined in Note 5 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 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.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(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 it 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 4, 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 or an independent third-party valuation firm;

ii.to the extent that an independent third-party valuation firm has not been engaged by, or on behalf of, the Company 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 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 and each watch-list investment will be reviewed each quarter), including a review of management’s preliminary valuation and recommendation of fair value;

iii.the Valuation Committee then reviews and discusses the valuations with any input, where appropriate, from the independent third-party valuation firm(s), and determine the fair value of each investment in good faith based on the Company’s valuation policy, subject to the oversight of the Board; and

iv.the Valuation Designee provides the Board with the information relating to the fair value determination pursuant to the Company’s valuation 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 Board its determination of the fair value of each investment in good faith.

The Valuation 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 Valuation Designee as part of the valuation of investments include each portfolio company's credit ratings/risk, 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 and 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 credit markets that may affect the price at which similar investments would trade. The Valuation Designee may also base its valuation of an investment on recent investments and securities with similar structure and risk characteristics. The Valuation Designee obtains market data from its ongoing investment purchase efforts, in addition to monitoring transactions that have closed or are discussed 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 values assigned to investments are based on available information and may fluctuate from period to period. In addition, such 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.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(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 and losses on investment transactions are determined on a specific identification basis 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.

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.

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 September 30, 2023 and December 31, 2022, the fair value of the loans in the portfolio with PIK income provisions was $85,722 and $58,656, respectively, which represents approximately 5.79% and 4.89% of total investments at fair value, respectively. For the three and nine months ended September 30, 2023, the Company earned $951 and $1,823, respectively, in PIK income provisions. For the the three and nine months ended September 30, 2022, the Company earned $216 and $544, 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 three and nine months ended September 30, 2023, the Company earned $16 and $56, respectively, of dividend income on its equity investments. For the three and nine months ended September 30, 2022, the Company earned $130 and $130, 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 three and nine months ended September 30, 2023, the Company earned other income of $409 and $879, respectively, primarily related to prepayment and amendment fees. For the three and nine months ended September 30, 2022, the Company earned other income of $816 and $1,421, respectively, primarily related to prepayment and amendment fees.

Loans are generally placed on non-accrual status when a payment default occurs or if management otherwise believes that the issuer of the loan will not be able to make contractual interest payments or principal payments. 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-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 September 30, 2023 and December 31, 2022, the fair value of the loans on non-accrual status was $1,744 and $8,898, respectively, which represents approximately 0.12% and 0.74%, respectively, of total investments at fair value.

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 as 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.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

Offering Costs

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 and offering materials. Offering costs are recognized as a deferred charge, 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 nine months ended September 30, 2023 and 2022, the Company incurred offering costs of $23 and $50, respectively.

Income Taxes

For U.S. federal income tax purposes, the Company has elected, and intends to qualify annually, to be treated as a RIC under the 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.

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 ended 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 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 ICTI 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. CLO-I, SPV II, SPV III and SPV IV 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 three and nine months ended September 30, 2023, the Company did not incur any excise tax expense. For the the three and nine months ended September 30, 2022, the Company did not incur any excise tax expense.

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 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.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

Recent Accounting Standards 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 update provides temporary optional expedients and exceptions for applying U.S. GAAP to contract modifications, hedge accounting, and other transactions subject to meeting certain criteria. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discounted because of reference rate reform, and was effective upon issuance through December 31, 2022. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies. As of June 30, 2023, the Company has amended substantially all of its agreements that have LIBOR as a reference rate to an alternate rate. Contract modifications may be required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”), which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company has adopted the accounting relief and noted no material impact on the consolidated financial statements, as relevant contract relationship modifications are made during the course of the reference rate reform transition period.

3. FAIR VALUE MEASUREMENTS

Fair Value Disclosures

The following tables present fair value measurements of investments, by major class, and cash equivalents as of September 30, 2023 and December 31, 2022, according to the fair value hierarchy:


As of September 30, 2023	Level 1		Level 2		Level 3		Total
Assets:
First Lien Term Loans	$	—	$	23,848	$	1,254,096	$	1,277,944
Subordinated Debt	—		8,595		166,458		175,053
Equity Investments	—		—		28,015		28,015
Cash Equivalents	34,200		—		—		34,200
Total	$	34,200	$	32,443	$	1,448,569	$	1,515,212


As of December 31, 2022	Level 1		Level 2		Level 3		Total
Assets:
First Lien Term Loans	$	—	$	22,964	$	1,016,856	$	1,039,820
Subordinated Debt	—		—		133,243		133,243
Equity Investments	—		—		27,313		27,313
Cash Equivalents	17,572		—		—		17,572
Total	$	17,572	$	22,964	$	1,177,412	$	1,217,948

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

The following tables provide a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three and nine months ended September 30, 2023:


	First Lien Term Loans		Subordinated Debt		Equity Investments		Total
Balance as of June 30, 2023	$	1,152,917	$	155,148	$	24,894	$	1,332,959
Purchase of investments	126,344		19,437		5,064		150,845
Proceeds from principal repayments and sales of investments	(17,172)		(252)		—		(17,424)
Payment-in-kind interest	—		951		—		951
Amortization of premium/accretion of discount, net	373		82		—		455
Net realized gain (loss) on investments	(13,153)		1		—		(13,152)
Net change in unrealized appreciation (depreciation) on investments	14,327		(549)		(1,943)		11,835
Transfers out of Level 3 (1)	(9,540)		(8,360)		—		(17,900)


Balance as of September 30, 2023	$	1,254,096	$	166,458	$	28,015	$	1,448,569

Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of September 30, 2023	$	2,153	$	(548)	$	(1,943)	$	(338)


	First Lien Term Loans		Subordinated Debt		Equity Investments		Total
Balance as of December 31, 2022	$	1,016,856	$	133,243	$	27,313	$	1,177,412
Purchase of investments	290,203		54,688		7,880		352,771
Proceeds from principal repayments and sales of investments	(41,652)		(12,300)		(8,667)		(62,619)
Payment-in-kind interest	—		1,823		—		1,823
Amortization of premium/accretion of discount, net	1,642		314		—		1,956
Net realized gain (loss) on investments	(12,762)		197		6,111		(6,454)
Net change in unrealized appreciation (depreciation) on investments	5,503		(3,060)		(4,622)		(2,179)
Transfers out of Level 3 (1)	(14,042)		(8,447)		—		(22,489)
Transfers to Level 3 (1)	8,348		—		—		8,348

Balance as of September 30, 2023	$	1,254,096	$	166,458	$	28,015	$	1,448,569

Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of September 30, 2023	$	(1,035)	$	(3,036)	$	1,426	$	(2,645)

_______________

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three and nine months ended September 30, 2023, transfers into Level 3 from Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

The following tables provide a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three and nine months ended September 30, 2022:


	First Lien Term Loans		Subordinated Debt		Equity Investments		Total
Balance as of June 30, 2022	$	837,984	$	101,658	$	11,121	$	950,763
Purchase of investments	117,395		15,888		3,818		137,101
Proceeds from principal repayments and sales of investments	(5,696)		—		—		(5,696)
Payment-in-kind interest	51		22		—		73
Amortization of premium/accretion of discount, net	287		51		—		338
Net realized gain (loss) on investments	(500)		—		—		(500)
Net change in unrealized appreciation (depreciation) on investments	(6,519)		(1,256)		1,919		(5,856)
Transfers out of Level 3 (1)	—		—		—		—
Transfers to Level 3 (1)	11,719		—		—		11,719
Balance as of September 30, 2022	$	954,721	$	116,363	$	16,858	$	1,087,942

Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of September 30, 2022	$	(7,489)	$	(1,256)	$	1,920	$	(6,825)


	First Lien Term Loans		Subordinated Debt		Equity Investments		Total
Balance as of December 31, 2021	$	677,380	$	74,001	$	8,133	$	759,514
Purchase of investments	333,030		35,956		5,527		374,513
Proceeds from principal repayments and sales of investments	(35,358)		—		—		(35,358)
Payment-in-kind interest	242		143		—		385
Amortization of premium/accretion of discount, net	1,022		192		—		1,214
Net realized gain (loss) on investments	(409)		—		—		(409)
Net change in unrealized appreciation (depreciation) on investments	(21,186)		(1,972)		3,198		(19,960)
Transfers out of Level 3 (1)	—		—		—		—
Transfers to Level 3 (1)	—		8,043		—		8,043
Balance as of September 30, 2022	$	954,721	$	116,363	$	16,858	$	1,087,942

Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of September 30, 2022	$	(21,611)	$	(2,029)	$	3,232	$	(20,408)

_______________

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three and nine months ended September 30, 2022, transfers into Level 3 from Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(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 September 30, 2023 and December 31, 2022 were as follows:


Investment Type	Fair Value at September 30, 2023		Valuation Techniques	Unobservable Inputs	Ranges				Weighted Average
First Lien Term Loans	$	1,130,191	Yield Method	Market Yield Discount Rates	8.35	%	17.69	%	11.38	%
First Lien Term Loans	7,637		Market Approach	EBITDA Multiple	6.50x		6.50x		6.50x
First Lien Term Loans	116,268		Recent Transaction	Transaction Price	97.08		100.08		98.75
Subordinated Debt	155,282		Yield Method	Market Yield Discount Rates	11.71	%	20.49	%	14.69	%
Subordinated Debt	713		Market Approach	EBITDA Multiple	8.00x		8.00x		8.00x
Subordinated Debt	10,463		Recent Transaction	Transaction Price	97.27		97.53		97.34
Equity	155		Yield Method	Market Yield Discount Rates	8.36	%	8.36	%	8.36	%
Equity	22,860		Market Approach	EBITDA Multiple	7.00x		19.50x		10.45x
Total	$	1,443,569

Equity investments in the amount of $5,000 at September 30, 2023 have been excluded from the table above as the investments are valued using a recent transaction.


Investment Type	Fair Value at December 31, 2022		Valuation Techniques	Unobservable Inputs	Ranges				Weighted Average
First Lien Term Loans	$	943,976	Yield Method	Market Yield Discount Rates	8.00	%	20.73	%	10.64	%
First Lien Term Loan	8,898		Recovery Analysis	Recovery Value	60.20		60.20		60.20
First Lien Term Loans	63,982		Recent Transactions	Transaction Price	98.01		100.00		98.23
Subordinated Debt	107,500		Yield Method	Market Yield Discount Rates	11.72	%	17.40	%	13.19	%
Subordinated Debt	25,743		Recent Transactions	Transaction Price	97.00		100.00		98.40
Equity	15,667		Enterprise Value	EBITDA Multiple	6.50x		19.50x		7.78x
Total	$	1,165,766

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.

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.

Alternative valuation methodologies may be used as deemed appropriate for debt or equity investments, and may include, but are not limited to, a market analysis, income analysis, or liquidation (recovery) analysis.

Weighted average inputs are calculated based on the relative fair value of the investments.

Financial Instruments disclosed but not carried at fair value

The fair value of the Company's credit facilities, which would be categorized as Level 3 within the fair value hierarchy approximates their carrying values. The fair value of the 2022 Notes (as defined in Note 5) was based on market quotations(s) received from broker/dealer(s). These fair value measurements were based on significant inputs not observable and thus represent Level 3 measurements. The carrying value and fair value of the Company’s debt obligations were as follows:

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)


	September 30, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Wells Fargo Financing Facility (1)	$	185,700	$	185,700	$	111,300	$	111,300

SMBC Financing Facility (1)	286,347		286,347		252,147		252,147
Revolving Credit Facility	52,500		52,500		—		—
Class A-1 Notes (1) (2)	199,000		195,776		199,000		193,627
Class A-1F Notes (1) (2)	34,250		32,538		34,250		31,705
Class A-L Notes (1) (2)	30,000		29,514		30,000		29,190
Class B Notes (1) (2)	47,250		45,530		47,250		44,888
Class C Notes (1) (2)	31,500		30,023		31,500		29,295
Total	$	866,547	$	857,928	$	705,447	$	692,152

_______________

(1)Carrying value on the consolidated statements of assets and liabilities are net of deferred financing costs.

(2)Denotes the 2022 Notes, as defined in Note 5.

4. 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 Agreement with the Adviser. The Board, including all of the directors who are not “interested persons” (as defined in the 1940 Act) of the Company (the “Independent Directors”), approved the Investment Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, the 1940 Act.

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, which was subsequently amended and restated on December 11, 2020, October 7, 2021 and March 8, 2022. The Board, including all 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 manages 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.

Each Advisory Agreement remained in effect for an initial period of two years 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. Most recently, on October 27, 2023, the Board, including all of the Independent Directors, approved the renewal of each Advisory Agreement 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 the Sub-Adviser as compensation for services provided pursuant to the Sub-Advisory Agreement.

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”), 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.

Prior to an Exchange Listing, or any listing of its securities on any other public trading market, the Company will pay no incentive fee to the Adviser.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

Following an Exchange Listing, the Company will pay 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 (6.0% 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% (6.0% 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

•15% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.76% in any calendar 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, 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.

For the three and nine months ended September 30, 2023, base management fees were $2,722 and $7,503, respectively. For the three and nine months ended September 30, 2022, base management fees were $2,000 and $5,252, respectively. As of September 30, 2023 and December 31, 2022, $2,722 and $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 of September 30, 2023 and December 31, 2022, the Company was not entitled to any incentive fees under the Investment Advisory Agreement.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

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 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 three and nine months ended September 30, 2023, the Company incurred $370 and $1,029, respectively, in fees under the Administration Agreement, which are included in administration fees in the accompanying consolidated statements of operations. For the three and nine months ended September 30, 2022, the Company incurred $210 and $615, respectively, in fees under the Administration Agreement, which are included in administration fees in the accompanying consolidated statements of operations. As of September 30, 2023 and December 31, 2022, fees of $563 and $808, respectively, were unpaid and included in accrued expenses in the accompanying consolidated statements of assets and liabilities.

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 Adviser may pay 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”). Such Expense Payment will be 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) exceed 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 will pay 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 the Company within three years prior to the last business day of such calendar quarter have been 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 will 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 have not been previously reimbursed by the Company to the Adviser.

No Reimbursement Payment for any calendar quarter will be 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 is 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 is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. The Operating Expense Ratio is 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 will automatically become 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.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

The following table presents a cumulative summary of the Expense Payments that may be subject to reimbursement pursuant to the Expense Support Agreement:


For the Quarter Ended	Expense Payments by Adviser		Reimbursement Payments to Adviser		Expired Expense Support		Unreimbursed Expense Payments		Reimbursement Eligibility Expiration
December 31, 2019	$	1,696	$	—	$	(1,696)	$	—	December 31, 2022
March 31, 2020	182		—		(182)		—		March 31, 2023
June 30, 2020	3		(3)		—		—		June 30, 2023
September 30, 2020	466		(466)		—		—		September 30, 2023
December 31, 2020	56		—		—		56		December 31, 2023
March 31, 2021	97		—		—		97		March 31, 2024
June 30, 2021	62		—		—		62		June 30, 2024
September 30, 2021	47		—		—		47		September 30, 2024
December 31, 2021	42		—		—		42		December 31, 2024
March 31, 2022	71		—		—		71		March 31, 2025
June 30, 2022	54		—		—		54		June 30, 2025
September 30, 2022	67		—		—		67		September 30, 2025
June 30, 2023	136		—		—		136		June 30, 2026

Total	$	2,979	$	(469)	$	(1,878)	$	632

For the three and nine months ended September 30, 2023, the Company received $0 and $158, respectively, in expense support from the Adviser relating to offering costs and other general and administrative expenses. For the three and nine months ended September 30, 2022, the Company received $55 and $149, respectively, in expense support from the Adviser relating to legal fees and offering costs.

For the three and nine months ended September 30, 2023, the Company reimbursed the Adviser $233 and $469, respectively, for previously supported expenses. There were $236 reimbursement payments to the Adviser during the three and nine months ended September 30, 2023.

As of September 30, 2023, $233 of expense reimbursements to the Adviser were unpaid and are 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, 2022.

The cumulative amount of expense payments by the Adviser as of September 30, 2023 and December 31, 2022, are $2,979 and $2,843, respectively.

Directors' Fees

The Board 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 three and nine months ended September 30, 2023, the Company incurred $96 and $287, respectively, in fees which are included in Directors’ fees in the accompanying consolidated statements of operations. For the three and nine months ended September 30, 2022, the Company incurred $96 and $287, respectively, in fees which are included in Directors’ fees in the accompanying consolidated statements of operations. As of September 30, 2023 and December 31, 2022, $96 and $96, respectively, were unpaid and are included in Directors’ fees payable in the accompanying consolidated statements of assets and liabilities.

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 Sub-Adviser and Administrator are settled in the normal course of business without formal payment terms. As of September 30, 2023 and December 31, 2022, the Company owed the Sub-Adviser and the Administrator $1,166 and $1,264 for reimbursements including the Company's allocable portion of overhead, which are included in Accounts payable and accrued expenses in the accompanying consolidated statements of assets and liabilities.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

5. SECURED DEBT

The Company, CLO-I, SPV II, and SPV III 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 1940 Act, is maintained at a level of at least 150% after such borrowings. As of September 30, 2023 and December 31, 2022, asset coverage was 173.74% and 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, SPV II, and SPV III were in compliance with all covenants and other requirements of their respective agreements.

Wells Fargo Financing Facility

The Predecessor Entity borrowed funds under a credit agreement (the “Credit Agreement”), dated October 23, 2018 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 (“Wells Fargo”) and administrative agent. As part of the Credit Agreement, the Predecessor Entity issued to Wells Fargo a $175,000 variable funding note (the “Wells Fargo Financing Facility”). On December 31, 2019, effective on the date of the Merger, the Credit Agreement was transferred to SPV I and the borrowings under the Credit Agreement were assumed by SPV I 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 sum of 2.20% plus SOFR.

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 $275,000 from $350,000 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 Wells Fargo Financing Facility equals the amount of the outstanding advances. Advances under the Wells Fargo Financing Facility may be prepaid and reborrowed at any time during the reinvestment period, but any termination or reduction of the facility amount prior to the first anniversary of the date of the amendment (subject to certain exceptions) is subject to a commitment reduction fee of 1%.

As of September 30, 2023, the Wells Fargo Financing Facility bore interest at a rate of SOFR, reset daily plus 2.20%, per annum. As of December 31, 2022, the Wells Fargo Financing Facility bore interest at monthly SOFR, reset daily plus 2.20%, per annum.

CLO-I and SPV III, beginning May 5, 2022, have pledged all of their assets to the collateral agent to secure their obligations under the Wells Fargo Financing Facility. Each of the Company, CLO-I, 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, reporting requirements and other customary requirements for similar facilities.

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 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 also have been approved by SMBC for inclusion in the Borrowing base and meet 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.

SMBC Financing Facility

On November 24, 2020, SPV II entered into a senior secured revolving credit facility (the “SMBC Financing Facility” and agreement relating thereto, the “SMBC Financing Facility Agreement”) with SMBC, as the administrative agent, the collateral agent and the lender.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

The SMBC Financing Facility Agreement was amended on December 23, 2021 and June 29, 2022. The most recent amendment on June 29, 2022, among other things, increased the maximum facility amount available from $225,000 to $300,000 (the “Maximum Facility Amount”), and changed the benchmark used to compute interest from LIBOR plus 2.15% to SOFR plus 2.15%. In addition to the interest rate payable, there is a structuring fee of 1.00% and an unused commitment fee of 0.50% per annum on the undrawn amount under the SMBC Financing Facility. Advances under the SMBC Financing Facility Agreement may be prepaid and reborrowed at any time during the reinvestment period.

Under the SMBC 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. The Company's ability to draw under the SMBC Financing Facility is scheduled to terminate on November 24, 2023. As of September 30, 2023 and December 31, 2022, the SMBC Financing Facility bore interest at one-month SOFR plus 2.15% and one-month SOFR plus 2.15%, respectively, per annum.

SPV II has pledged all of its assets to the collateral agent to secure its obligations under the SMBC Financing Facility. Both the Company and SPV II have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar facilities.

CLO-I

On May 20, 2022 (the “Closing Date”), the Company completed a $448,325 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 $199,000 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 $79,325 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 $30,000 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.

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.

Revolving Credit Facility

On 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 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 initial maximum principal amount of the Revolving Credit Facility is $185,000, subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

under the Revolving Credit Facility may be increased to $300,000 through the exercise 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 September 30, 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.

Summary of Secured Debt

The Company's debt obligations consisted of the following as of September 30, 2023 and December 31, 2022:


	September 30, 2023
	Wells Fargo Financing Facility		SMBC Financing Facility		CLO -I		Revolving Credit Facility		Total
Total Commitment	$	275,000	$	300,000	$	342,000	$	185,000	$	1,102,000
Amount Outstanding (1)	185,700		286,347		342,000		52,500		866,547
Unused Portion (2)	89,300		13,653		—		132,500		235,453
Amount Available (3)	88,919		12,239		—		113,498		214,656

_______________

(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 Facility		Subscription Facility		SMBC Financing Facility		CLO -I		Total
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.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

For the three and nine months ended September 30, 2023 and 2022, the components of interest expense and debt financing expenses were as follows:


	Three Months Ended September 30,
	2023			2022
Interest expense	$	15,166		$	6,660
Unused fees	342			292
Amortization of deferred financing costs	540			349
Total interest and debt financing expenses	$	16,048		$	7,301
Average interest rate (1)	7.51		%	4.49		%
Average daily borrowings	$	819,047		$	613,971

_______________

(1)Average interest rate includes borrowing interest expense and unused fees.


	Nine Months Ended September 30,
	2023			2022
Interest expense	$	40,816		$	13,040
Unused fees	849			548
Amortization of deferred financing costs	1,424			971
Total interest and debt financing expenses	$	43,089		$	14,559
Average interest rate (1)	7.17		%	3.52		%
Average daily borrowings	$	777,454		$	516,829

_______________

(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 September 30, 2023 and December 31, 2022:


	Payments Due by Period
As of September 30, 2023	Total		Less than 1 Year		1 to 3 years		3 to 5 years		More than 5 Years
Wells Fargo Financing Facility	$	185,700	$	—	$	—	$	185,700	$	—
SMBC Financing Facility	286,347		—		286,347		—		—
Revolving Credit Facility	52,500		—		—		—		52,500
CLO-I	342,000		—		—		—		342,000
Total debt obligations	$	866,547	$	—	$	286,347	$	185,700	$	394,500


	Payments Due by Period
As of December 31, 2022	Total		Less than 1 Year		1 to 3 years		3 to 5 years		More than 5 Years
Wells Fargo Financing Facility	$	111,300	$	—	$	—	$	111,300	$	—
Subscription Facility	—		—		—		—		—
SMBC Financing Facility	252,147		—		252,147		—		—
CLO-I	342,000		—		—		—		342,000
Total debt obligations	$	705,447	$	—	$	252,147	$	111,300	$	342,000

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

6. 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 September 30, 2023 and December 31, 2022 for any such exposure.

As of September 30, 2023 and December 31, 2022, the Company had the following unfunded commitments to fund delayed draw loans:


Portfolio Company	September 30, 2023		December 31, 2022
Acclaim Midco, LLC	$	3,226	$	—
ADPD Holdings, LLC	3,291		3,686
Affinity Hospice	1,981		1,981
Anne Arundel	366		366
Apex Companies Holdings, LLC	1,115		—
ASTP Holdings Co-Investment LP	34		—
Athlete Buyer LLC	8,672		—
BCM One	—		70
Blackbird Purchaser, Inc.	—		2,709
Bounteous	4,467		4,467
BusinesSolver	1,939		1,939
Cadmus	—		511
Calienger Holdings, L.L.C	588		588
Chroma Color Corporation	1,379		—
Classic Collision	25,233		717
CMG HoldCo, LLC	2,726		2,726
Coding Solutions Acquisitions	—		1,967
Collision Right	—		506
COP Exterminators Acquisition, Inc.	652		—
Covercraft	4,386		4,386
CrossCountry Consulting	3,320		3,320
D&H United Fueling Solutions	1,567		—
DMC HoldCo, LLC	1,671		—
E78	2,570		2,955
Elevation Labs	3,125		3,125
Eliassen Group LLC	1,903		2,361
Evergreen Services Group	—		793
Fairway Lawns	419		6,171
Forefront Dermatology	—		112
Genesee Scientific	456		2,027
GHR Healthcare	—		1,422
Health Management Associates Superholdings	1,026		—
Heartland Veterinary Partners LLC	4,199		9,500
Helios Aggregator Holdings I LP	3,636		—
Impact Parent Corporation	7,203		—
Infobase Acquisition, Inc.	721		721
INS Intermediate II, LLC	1,979		—
ISG Enterprises, LLC	2,036		3,409
ITSavvy LLC	158		2,107
JEGS Automotive	930		930
Kenco PPC Buyer LLC	1,416		1,416
Keng Acquisition, Inc.	8,113		—
KRIV Acquisition, Inc	1,607		—
Legacy Service Partners, LLC	1,198		—

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)


Liberty Buyer	449		449
LMI Renasissance	15		—
MDC Intermediate Holdings II, LLC	720		—
MEI Buyer LLC	1,814		—
NJEye LLC	489		489
Orion Group FM Holdings, LLC	6,429		—
Ovation Holdings, Inc	1,269		—
Palmetto Acquisitionco, Inc.	4,842		—
Patriot Growth Insurance Service	2,509		6,682
Perennial Services, Group, LLC	5,244		—
PromptCare	888		2,220
QHR Holdco, Inc.	—		—
R1 Holdings LLC	1,397		1,397
Randys Holdings, Inc.	3,750		3,750
Repipe Specialists	691		900
Rhino Intermediate Holding Company, LLC	974		—
Risk Strategies	—		10,603
Royal Holdco Corporation	7,835		—
S&S Truck Parts	246		246
Scaled Agile	1,531		1,923
Sciens Building Solutions, LLC	2,353		3,303
SCP Eye Care Services, LLC	1,288		2,451
SEKO Global Logistics	—		3,524
Smile Brands	—		1,959
Spectrio II	—		3,380
Technical Safety Services	3,802		2,044
The Facilities Group	457		882
Tinuiti Inc.	—		4,028
TPC Wire & Cable	—		157
TRANSIT BUYER LLC	3,125		—
Trilon	12,679		1,816
Vital Records Control	10		122
Watermill Express, LLC	—		121
Wellspring Pharmaceutical	3,756		1,579
Wittichen Supply	—		3,846
World Insurance Associates	—		2,532
WSB Engineering Holdings Inc.	4,357		—
Total unfunded commitments	$	182,227	$	127,391

The Company believes its assets will provide adequate coverage to satisfy these unfunded commitments. As of September 30, 2023, the Company had cash and cash equivalents of $35,971, available borrowings under its credit facilities of $214,656 and undrawn capital commitments from its shareholders of $242,382.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

7. NET ASSETS

The Company has the authority to issue 500,000,000 shares of common stock, par value $0.01 per share.

In connection with its Private Offering, the Company has entered into subscription agreements with investors, 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 September 30, 2023, the Company had received capital commitments totaling $906,408 ($242,382 remaining undrawn), of which $100,000 ($26,741 remaining undrawn) is from an affiliated entity of the Company, TIAA. As of September 30, 2023, TIAA owned 3,671,631 shares of the Company's common stock.

The following table summarizes total shares issued and proceeds received from inception through September 30, 2023:


Date	Shares Issued	Proceeds Received	Issuance Price per Share
July 17, 2023	4,357,515	$78,565	$18.03
April 20, 2023	2,205,038	$40,000	$18.14
December 21, 2022	3,193,195	$60,000	$18.79
August 1, 2022	2,652,775	$50,082	$18.88
April 25, 2022	1,800,426	$34,964	$19.42
January 21, 2022	1,541,568	$30,000	$19.46
December 9, 2021	1,491,676	$29,207	$19.58
November 1, 2021	1,546,427	$30,000	$19.40
August 23, 2021	2,593,357	$50,000	$19.28
July 26, 2021	1,564,928	$30,000	$19.17
June 22, 2021	1,034,668	$20,000	$19.33
April 23, 2021	1,845,984	$35,000	$18.96
March 11, 2021	785,751	$15,000	$19.09
November 6, 2020	1,870,660	$35,000	$18.71
October 16, 2020	1,057,641	$20,000	$18.91
August 6, 2020	1,105,425	$20,000	$18.09
May 7, 2020	1,069,522	$20,000	$18.70
December 31, 2019	3,310,540	$66,211	$20.00
December 19, 2019	50	$1	$20.00

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

The following table summarizes the Company's dividends declared from inception through September 30, 2023:

Date Declared

Record Date

Payment Date

Dividend per Share

September 28, 2023

October 12, 2023

$0.50

September 28, 2023

October 12, 2023

$0.05 (2)

June 28, 2023

July 12, 2023

$0.50

June 28, 2023

July 12, 2023

$0.05 (2)

March 30, 2023

April 12, 2023

$0.50

March 30, 2023

April 12, 2023

$0.26 (1)

December 29, 2022

January 17, 2023

$0.50

September 28, 2022

October 11, 2022

$0.47

June 30, 2022

July 12, 2022

$0.43

March 30, 2022

March 31, 2022

April 12, 2022

$0.41

December 29, 2021

January 18, 2022

$0.40

September 29, 2021

October 11, 2021

$0.38

June 29, 2021

July 12, 2021

$0.31

March 29, 2021

April 19, 2021

$0.30

December 29, 2020

January 18, 2021

$0.28

November 4, 2020

November 11, 2020

$0.23

August 4, 2020

August 11, 2020

$0.28

April 16, 2020

April 21, 2020

$0.17

________________

(1) Represents a special dividend attributable to net realized gains on investments and a supplemental dividend attributable to accrued net investment income.

(2) Represents a supplemental dividend attributable to accrued net investment income.

The following table reflects the shares issued pursuant to the dividend reinvestment from inception through September 30, 2023:

Date Declared

Record Date

Payment Date

Shares Issued

September 28, 2023

October 12, 2023

158,545

June 28, 2023

July 12, 2023

128,818

March 30, 2023

April 12, 2023

150,703

December 29, 2022

January 17, 2023

93,329

September 28, 2022

October 11, 2022

68,093

June 30, 2022

July 12, 2022

45,341

March 30, 2022

March 31, 2022

April 12, 2022

32,320

December 29, 2021

January 18, 2022

23,017

September 29, 2021

October 11, 2021

10,639

June 29, 2021

July 12, 2021

3,039

March 29, 2021

April 19, 2021

1,824

December 29, 2020

January 18, 2021

1,550

November 4, 2020

November 11, 2020

August 4, 2020

August 11, 2020

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

8. CONSOLIDATED FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the nine months ended September 30, 2023 and 2022:


	Nine Months Ended September 30,
	2023			2022
Per share data:
Net asset value at beginning of period	$	18.32		$	19.39
Net investment income (1)	1.83			1.39
Net realized gain (loss) (1)	(0.21)			(0.02)
Net change in unrealized appreciation (depreciation) (1)	(0.12)			(0.92)
Net increase (decrease) in net assets resulting from operations (1)	1.50			0.45
Shareholder distributions from net investment income (2)	(1.65)			(1.31)
Stockholder distributions from realized gains (2)	(0.21)			—
Other (3)	—			0.01
Net asset value at end of period	$	17.96		$	18.54

Net assets at end of period	$	638,959		$	470,776
Shares outstanding at end of period (1)	35,585,951			25,389,260
Total return (4)	8.45		%	2.31		%

Ratio/Supplemental data:
Ratio of net expenses to average net assets (5) (6)	13.25		%	7.03		%
Ratio of net investment income to average net assets (5)	13.70		%	9.98		%
Portfolio turnover rate (7)	4.98		%	3.85		%
Total committed capital, end of period	$	906,408		$	905,178
Ratio of total contributed capital to total committed capital, end of period	73.26		%	53.63		%
Asset Coverage Ratio	173.74		%	170.87		%

________________

(1)The per share data was derived by using the weighted average shares outstanding during the period.

(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 expenses included in the Expense Support Agreement (defined in Note 4). The ratio of total expenses to average net assets was 13.28% and 7.06% for the nine months ended September 30, 2023 and 2022, respectively, on an annualized basis, excluding the effect of expense support which represented (0.03)% and (0.03)% 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 nine months ended September 30, 2023 and 2022, was 10.29% and 4.65%, 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.

9. 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 September 30, 2023, except as discussed below.

On October 19, 2023, SPV IV entered into a borrower joinder agreement to become party to the SMBC Financing Facility Agreement.

On October 20, 2023, the Company delivered a drawdown notice to its shareholders for an aggregate offering price of $100,000. The capital call is due on November 3, 2023.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. The information in this section contains forward-looking statements, which relate to future events, or the future performance or financial condition of Nuveen Churchill Direct Lending Corp., including its wholly owned subsidiaries (collectively, "we", "us", "our", or the "Company"), and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 and Part II, Item 1A of and elsewhere in this Quarterly Report on Form 10-Q. This discussion also should be read in conjunction with the “Forward-Looking Statements” in this Quarterly Report on Form 10-Q. 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 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 qualify annually thereafter, to be treated for U.S. federal income tax purposes as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

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 million to $250 million of annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). We primarily focus on investing in U.S. middle market companies, with $10 million to $100 million in EBITDA, which we consider the core middle market. Our portfolio is comprised primarily of first-lien senior secured debt and unitranche loans. Although it is not our primary strategy, we also opportunistically invest in junior capital opportunities, including second-lien loans, subordinated debt, and equity co-investments and similar equity-related securities.

We have entered into an investment advisory agreement (the “Investment Advisory Agreement”) with Churchill DLC Advisor LLC (f/k/a Nuveen Churchill Advisors LLC) (the “Adviser”), under which the Adviser has delegated substantially all of its day-to-day portfolio management obligations through a sub-advisory agreement (as amended and restated, the “Sub-Advisory Agreement” and, together with the Investment Advisory Agreement, the “Advisory Agreements”) to Churchill Asset Management LLC (the “Sub-Adviser” or “Churchill” and, together with the Adviser, the “Advisers”). Under the administration agreement (the “Administration Agreement”), we are provided with certain services by an administrator, Churchill BDC Administration LLC (f/k/a Nuveen Churchill Administration LLC) (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”).

Churchill NCDLC CLO-I, LLC (“CLO-I”), Nuveen Churchill BDC SPV II, LLC (“SPV II”), Nuveen Churchill BDC SPV III, LLC (“SPV III”), Nuveen Churchill BDC SPV IV, LLC (“SPV IV”) and NCDL Equity Holdings LLC ("NCDL Equity Holdings") are wholly owned subsidiaries of the Company and are consolidated in these financial statements. In May 2022, CLO-I completed a term debt securitization. SPV II, 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 initial closing in March 2020, we have conducted private offerings of our 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 September 30, 2023, as a result of these private offerings, we had received aggregate capital commitments totaling $906.4 million ($242.4 million remaining undrawn), of which $100.0 million ($26.7 million remaining undrawn) were from TIAA.

Key Components of Our Results of Operations

Investments

Our level of investment activity varies 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 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 be subject to U.S federal income tax 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 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. In addition, we must be organized in the United States to qualify as a BDC.

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 or debt and equity securities. Our debt investments generally bear interest at a floating rate usually determined on the basis of a benchmark, such as 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 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 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;

•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 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;

•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.

Portfolio and Investment Activity

Portfolio Composition

Our portfolio and investment activity for the three and nine months ended September 30, 2023 and 2022 is presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands):


	Three Months Ended September 30,
	2023		2022
Investments:
Total investments, beginning of period	$	1,391,333	$	989,885
Purchase of investments	150,866		137,101
Proceeds from principal repayments and sales of investments	(20,490)		(5,739)
Payment-in-kind interest	951		74
Amortization of premium/accretion of discount, net	461		344
Net realized gain (loss) on investments	(13,107)		(501)
Total investments, end of period	$	1,510,014	$	1,121,164

Portfolio companies at beginning of period	161		121
Number of new portfolio companies funded	14		14
Number of portfolio companies sold or repaid	(1)		—
Portfolio companies at end of period	174		135
Count of investments	363		267
Count of industries	24		23


	Nine Months Ended September 30,
	2023		2022
Investments:
Total investments, beginning of period	$	1,225,573	$	770,298
Purchase of investments	352,883		385,140
Proceeds from principal repayments and sales of investments	(65,851)		(35,483)
Payment-in-kind interest	1,823		385
Amortization of premium/accretion of discount, net	1,994		1,233
Net realized gain (loss) on investments	(6,408)		(409)
Total investments, end of period	$	1,510,014	$	1,121,164

Portfolio companies at beginning of period	145		96
Number of new portfolio companies funded	34		40
Number of portfolio companies sold or repaid	(5)		(1)
Portfolio companies at end of period	174		135
Count of investments	363		267
Count of industries	24		23

As of September 30, 2023, our portfolio companies had a weighted average reported EBITDA of $74.2 million. 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.

As of September 30, 2023 and December 31, 2022, our investments consisted of the following (dollar amounts in thousands):


	September 30, 2023						December 31, 2022
	Amortized Cost		Fair Value		% of Fair Value		Amortized Cost		Fair Value		% of Fair Value
First-Lien Term Loans	$	1,305,396	$	1,277,944	86.29	%	$	1,071,012	$	1,039,820	86.62	%
Subordinated Debt	$	181,086	$	175,053	11.82	%	136,353		133,243		11.10	%
Equity Investments	$	23,532	$	28,015	1.89	%	18,208		27,313		2.28	%
Total	$	1,510,014	$	1,481,012	100.00	%	$	1,225,573	$	1,200,376	100.00	%
Largest portfolio company investment	$	26,977	$	26,480	1.79	%	$	18,189	$	23,162	1.93	%
Average portfolio company investment	$	8,678	$	8,512	0.57	%	$	8,452	$	8,278	0.69	%

The industry composition of our portfolio as a percentage of fair value as of September 30, 2023 and December 31, 2022 was as follows:


Industry	September 30, 2023		December 31, 2022
Aerospace & Defense	2.47	%	2.76	%
Automotive	5.04	%	6.14	%
Banking, Finance, Insurance, Real Estate	4.87	%	4.44	%
Beverage, Food & Tobacco	6.98	%	6.40	%
Capital Equipment	5.16	%	4.14	%
Chemicals, Plastics, & Rubber	2.60	%	2.88	%
Construction & Building	3.63	%	2.65	%
Consumer Goods: Durable	1.72	%	1.91	%
Consumer Goods: Non-durable	3.67	%	4.01	%
Containers, Packaging & Glass	3.32	%	3.80	%
Environmental Industries	2.37	%	1.65	%
Healthcare & Pharmaceuticals	10.94	%	9.21	%
High Tech Industries	8.55	%	9.14	%
Media: Advertising, Printing & Publishing	1.26	%	1.25	%
Media: Diversified & Production	1.07	%	1.35	%
Retail	0.39	%	0.47	%
Services: Business	20.58	%	21.92	%
Services: Consumer	5.83	%	4.47	%
Sovereign & Public Finance	0.71	%	0.85	%
Telecommunications	3.42	%	4.09	%
Transportation: Cargo	3.18	%	3.62	%
Transportation: Consumer	0.15	%	—	%
Utilities: Electric	1.03	%	0.39	%
Wholesale	1.06	%	2.46	%
Total	100.00	%	100.00	%

The weighted average yields of our investments as of September 30, 2023 and December 31, 2022 were as follows:


	September 30, 2023		December 31, 2022
Weighted average yield on debt and income producing investments, at cost	11.60	%	10.61	%
Weighted average yield on debt and income producing investments, at fair value	11.85	%	10.87	%
Percentage of debt investments bearing a floating rate	94.22	%	95.42	%
Percentage of debt investments bearing a fixed rate	5.78	%	4.58	%

As of September 30, 2023, 92.43% and 92.49% of our debt and income producing investments at cost and at fair value, respectively, had interest rate floors that limit 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 limit 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, 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 11.60% from December 31, 2022 to September 30, 2023. The increase in weighted average yields was primarily due to rising benchmark interest rates.

Based on current market conditions, the pace of our investment activities, including originations and repayments, may vary. Credit markets continued to be under pressure during the nine months ended September 30, 2023 amid a risk-off environment and sustained macro-economic uncertainty due to rising Treasury yields, record-high inflation, tighter financial conditions, financial market instability (including volatility in the banking system, particularly with small and regional banks), elements of geopolitical instability (including the ongoing war in Ukraine, the ongoing war in the Middle East, and U.S. and China relations) and growing recession risk. Central banks have remained focused on restoring price stability by raising interest rates and have signaled that growth may be hindered until inflation comes under control. There have been headwinds in the financing and merger and acquisition markets resulting from the foregoing factors. In the event that the U.S. economy enters into a protracted recession, it is possible that the performance of certain U.S. middle market companies could deteriorate. We are closely monitoring the effect of such market volatility may have on our portfolio companies and our investment activities, 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 “Management 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.

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. 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):


	September 30, 2023					December 31, 2022
	Fair Value		% of Portfolio		Number of Portfolio Companies	Fair Value		% of Portfolio		Number of Portfolio Companies
1	$	—	—	%	—	$	—	—	%	—
2	—		—	%	—	—		—	%	—
3	64,424		4.35	%	7	42,921		3.58	%	4
4	1,228,370		82.94	%	139	1,028,738		85.70	%	124
5	135,410		9.14	%	19	71,433		5.95	%	11
6	30,351		2.05	%	5	48,386		4.03	%	5
7	14,268		0.96	%	2	—		—	%	—
8	6,445		0.44	%	1	—		—	%	—
9	—		—	%	—	8,898		0.74	%	1
10	1,744		0.12	%	1	—		—	%	—
Total	$	1,481,012	100.00	%	174	$	1,200,376	100.00	%	145

As of September 30, 2023 and December 31, 2022, the weighted average Internal Risk Rating of our investment portfolio was 4.17 and 4.14, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the loans on non-accrual status was $1.7 million and $8.9 million, respectively, which represents approximately 0.12% and 0.74%, respectively, of total investments at fair value. As of September 30, 2023 and December 31, 2022, the amortized cost of the loans on non-accrual status was $3.4 million and $14.7 million, respectively, which represents approximately 0.23% and 1.20%, respectively, of total investments at amortized cost.

Results of Operations

Operating results for the three and nine months ended September 30, 2023 and 2022 were as follows (dollars amounts in thousands):


	Three Months Ended September 30,
	2023		2022
Investment Income
Interest income	$	40,370	$	21,438
Payment-in-kind interest income	951		216
Dividend income	16		130
Other income	409		816
Total investment income	41,746		22,600
Expenses
Interest and debt financing expenses	16,048		7,301
Management fees	2,722		2,000
Professional fees	730		296

Directors' fees	96		96
Administration fees	370		210
Other general and administrative expenses	98		332
Total expenses before expense support	20,064		10,235
Expense support	—		(55)
Net expenses after expense support	20,064		10,180


Net investment income	$	21,682	$	12,420
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses)	$	(13,107)	$	(501)
Net change in unrealized gains (losses)	11,574		(5,924)
Total net realized and change in unrealized gains (losses)	(1,533)		(6,425)
Net increase (decrease) in net assets resulting from operations	$	20,149	$	5,995


	Nine Months Ended September 30,
	2023		2022
Investment Income
Interest income	$	110,049	$	51,105
Payment-in-kind interest income	1,823		544
Dividend income	56		130
Other income	879		1,421
Total investment income	112,807		53,200
Expenses
Interest and debt financing expenses	43,089		14,559
Management fees	7,503		5,252
Professional fees	2,284		741

Directors' fees	287		287
Administration fees	1,029		615
Other general and administrative expenses	1,388		645
Total expenses before expense support	55,580		22,099
Expense support	(158)		(149)
Net expenses after expense support	55,422		21,950


Net investment income	$	57,385	$	31,250
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses)	$	(6,408)	$	(409)
Net change in unrealized gains (losses)	(3,805)		(20,815)
Total net realized and change in unrealized gains (losses)	(10,213)		(21,224)
Net increase (decrease) in net assets resulting from operations	$	47,172	$	10,026

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.

Investment income

Investment income, attributable to interest and fees on our debt investments, increased to $41.7 million and $112.8 million for the three and nine months ended September 30, 2023, respectively, from $22.6 million and $53.2 million for the comparable periods in the prior year, primarily due to increased investment activity driven by an increase in our deployed capital and an increase in interest income from higher weighted average interest rates. As of September 30, 2023, the size of our portfolio increased to $1.5 billion from $1.1 billion as of September 30, 2022, at cost. As of September 30, 2023, the weighted average yield of our debt and income producing investments increased to 11.60% from 9.55% as of September 30, 2022 on cost, primarily due to increases in base interest rates. The shifting environment in base interest rates, such as SOFR and alternate rates, may continue to affect our investment income over the long term.

Expenses

Total expenses before expense support increased to $20.1 million and $55.6 million for the three and nine months ended September 30, 2023, respectively, from $10.2 million and $22.1 million for the three and nine ended September 30, 2022.

Interest and debt financing expenses increased for the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022 primarily due to higher average daily borrowings, higher average interest rates, and the 2022 Debt Securitization (as defined below), which was completed on May 20, 2022. The average daily borrowings for the three and nine months ended September 30, 2023 was $819.0 million and $777.5 million compared to $614.0 million and $516.8 million for the three and nine months ended September 30, 2022. The average interest rate for the three and nine months ended September 30, 2023 was 7.51% and 7.17% compared to 4.49% and 3.52% for the three and nine months ended September 30, 2022.

The increase in management fees for the three and nine months ended September 30, 2023 from the comparable period in 2022 were driven by our increased deployment of capital and our increasing invested balance.

Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management 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 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, administration fees and other general and administrative fees for the three and nine months ended September 30, 2023 from the comparable period in 2022 was driven by growing needs of the business given the increase in the Company's size.

The expense support amount represents the amount of expenses paid by the Adviser on our behalf in accordance with the Expense Support Agreement (described further below). These expenses are subject to reimbursement by us in accordance with the terms of the Expense Support Agreement. Refer to the "Related Party Transactions" section below for further details on the Expense Support Agreement.

Net realized gain (loss) and Net change in unrealized gains (losses) on investments

For the three months ended September 30, 2023, we had a net realized loss on investments of $(13.1) million compared to a net realized loss of $(501) thousand for the three months ended September 30, 2022. The increase in the net realized loss is primarily driven by a final realization related to an underperforming debt position during the three months ended September 30, 2023. For the nine months ended September 30, 2023 we had a net realized loss on investments of $(6.4) million compared to a net realized loss of $(409) thousand for the nine months ended September 30, 2022. The increase in the net realized loss is primarily driven by a final realization of an underperforming debt position at a loss in the third quarter of 2023 partially offset by the sale of two equity investments in our portfolio during the first quarter of 2023, which generated realized gains.

We recorded a net change in unrealized gain of $11.6 million for the three months ended September 30, 2023, compared to a net unrealized loss of $(5.9) million for three months ended September 30, 2022, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period. The unrealized gain for the three months ended September 30, 2023, resulted primarily from a reversal of an unrealized loss on an underperforming debt position and the tightening of market spreads combined with an improvement in our portfolio companies' credit metrics.

We recorded a net change in unrealized loss of $(3.8) million for the nine months ended September 30, 2023, compared to a net unrealized loss of $(20.8) million for the nine months ended September 30, 2022, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period. The decrease in unrealized losses for the nine months ended September 30, 2023 compared to the comparable period in 2022 resulted primarily from a reversal of an unrealized loss on an underperforming debt position and the tightening of market spreads combined with an improvement in our portfolio companies' credit metrics.

Liquidity and Capital 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 net borrowings from our credit facilities and CLO-I debt issuance (discussed further below). 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 September 30, 2023 and December 31, 2022, our asset coverage ratio was 173.74% and 174.41%, respectively.

Cash and restricted cash as of September 30, 2023, taken together with our uncalled capital commitments of $242.4 million, is expected to be sufficient for our investment activities and to conduct our operations in the near term. As of September 30, 2023, we had $88.9 million available under our Wells Fargo Financing Facility (as defined below), $12.2 million available under our SMBC Financing Facility (as defined below), and $113.5 million available under our SMBC Corporate Revolver (as defined below).

For the nine months ended September 30, 2023, our cash and cash equivalents balance decreased by $(3.3) million. During that period, $234.8 million was used in operating activities, primarily relating to investment purchases of $352.9 million, offset by $65.9 million in repayments and sales of investments in portfolio companies. During the same period, $231.5 million was provided by financing activities, consisting primarily of proceeds from issuance of common shares and secured borrowings of $119.0 million and $340.6 million, respectively, net of shareholder distributions and repayments of secured borrowings of $46.5 million and $179.5 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 our initial 50 shares to TIAA in connection with our formation. Churchill Middle Market CLO V Ltd., an entity that merged with and into SPV I immediately before our BDC election (the "Predecessor Entity") with SPV I as the surviving entity (the "Merger"), 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 TIAA as the sole preference shareholder. 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 September 30, 2023, TIAA owned 3,671,631 shares of our common stock, or 10.32% of our shares outstanding.

On March 13, 2020, we held our initial closing in connection with the initial fundraising period and entered into subscription agreements with investors providing for the private placement of our shares. We held several closings subsequent to the initial closing until March 13, 2022. On March 8, 2022, our Board determined to conduct a follow-on offering of our shares of common stock following the end of the initial fundraising period, which ended on March 13, 2022 (the “Initial Follow-on Offering”). The final closing of the Initial Follow-on Offering was held on June 15, 2022. Subsequently, on March 7, 2023, our Board determined to conduct an additional follow-on private offering of our shares of common stock (the "Follow-on Offering"). The final closing of the Follow-on Offering was April 28, 2023. 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. As of September 30, 2023, we had received capital commitments totaling $906.4 million ($242.4 million remaining undrawn), of which $100.0 million ($26.7 million remaining undrawn) is from TIAA, an entity affiliated with the Company.

The following table summarizes total shares issued and proceeds received related to capital activity from inception to September 30, 2023 (dollar amounts in thousands, except per share data):


Date	Shares Issued	Proceeds Received	Issuance Price per Share
July 17, 2023	4,357,515	$78,565	$18.03
April 20, 2023	2,205,038	$40,000	$18.14
December 21, 2022	3,193,195	$60,000	$18.79
August 1, 2022	2,652,775	$50,082	$18.88
April 25, 2022	1,800,426	$34,964	$19.42
January 21, 2022	1,541,568	$30,000	$19.46
December 9, 2021	1,491,676	$29,207	$19.58
November 1, 2021	1,546,427	$30,000	$19.40
August 23, 2021	2,593,357	$50,000	$19.28
July 26, 2021	1,564,928	$30,000	$19.17
June 22, 2021	1,034,668	$20,000	$19.33
April 23, 2021	1,845,984	$35,000	$18.96
March 11, 2021	785,751	$15,000	$19.09
November 6, 2020	1,870,660	$35,000	$18.71
October 16, 2020	1,057,641	$20,000	$18.91
August 6, 2020	1,105,425	$20,000	$18.09
May 7, 2020	1,069,522	$20,000	$18.70
December 31, 2019	3,310,540	$66,211	$20.00
December 19, 2019	50	$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 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.

The following table summarizes the dividends declared from inception through September 30, 2023:

Date Declared

Record Date

Payment Date

Dividend per Share

September 28, 2023

October 12, 2023

$0.50

September 28, 2023

October 12, 2023

$0.05 (2)

June 28, 2023

July 12, 2023

$0.50

June 28, 2023

July 12, 2023

$0.05 (2)

March 30, 2023

April 12, 2023

$0.50

March 30, 2023

April 12, 2023

$0.26 (1)

December 29, 2022

January 17, 2023

$0.50

September 28, 2022

October 11, 2022

$0.47

June 30, 2022

July 12, 2022

$0.43

March 30, 2022

March 31, 2022

April 12, 2022

$0.41

December 29, 2021

January 18, 2022

$0.40

September 29, 2021

October 11, 2021

$0.38

June 29, 2021

July 12, 2021

$0.31

March 29, 2021

April 19, 2021

$0.30

December 29, 2020

January 18, 2021

$0.28

November 4, 2020

November 11, 2020

$0.23

August 4, 2020

August 11, 2020

$0.28

April 16, 2020

April 21, 2020

$0.17

________________
(1) Represents a special dividend attributable to net realized gains on investments and a supplemental dividend attributable to accrued net investment income.
(2) Represents a supplemental dividend attributable to accrued net investment income.

The following table reflects the shares issued pursuant to the dividend reinvestment plan from inception through September 30, 2023:

Date Declared

Record Date

Payment Date

Shares Issued

September 28, 2023

October 12, 2023

158,545

June 28, 2023

July 12, 2023

128,818

March 30, 2023

April 12, 2023

150,703

December 29, 2022

January 17, 2023

93,329

September 28, 2022

October 11, 2022

68,093

June 30, 2022

July 12, 2022

45,341

March 30, 2022

March 31, 2022

April 12, 2022

32,320

December 29, 2021

January 18, 2022

23,017

September 29, 2021

October 11, 2021

10,639

June 29, 2021

July 12, 2021

3,039

March 29, 2021

April 19, 2021

1,824

December 29, 2020

January 18, 2021

1,550

November 4, 2020

November 11, 2020

August 4, 2020

August 11, 2020

Income Taxes

We have elected and intend to qualify annually to be treated 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 may also be subject to a U.S. federal excise tax, based on distribution requirements of our taxable income on a calendar year basis. 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.

Secured Debt

See Note 5 to the consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on our debt.

Wells Fargo Financing Facility

The Predecessor Entity borrowed funds under a credit agreement (the “Credit Agreement”), dated October 23, 2018, 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 (“Wells Fargo”) and administrative agent. As part of the Credit Agreement, the Predecessor Entity issued to Wells Fargo a $175 million variable funding note (the “Wells Fargo Financing Facility”). On December 31, 2019, effective on the date of the Merger, the Credit Agreement was transferred to SPV I and the borrowings under the Credit Agreement were assumed by SPV I and the Company serves as the collateral manager (the “Wells Fargo Financing Facility Agreement”).

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.

As of September 30, 2023 the Wells Fargo Financing Facility bore interest at a rate of SOFR, reset daily plus 2.20% per annum. As of December 31, 2022, the Wells Fargo Financing Facility bore interest at monthly SOFR, reset daily plus 2.20% per annum.

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 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 also have been approved by SMBC for inclusion in the Borrowing base and meet 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.

SMBC Financing Facility

On November 24, 2020, SPV II entered into a senior secured revolving credit facility (the “SMBC Financing Facility” and the agreement relating thereto the “SMBC Financing Facility Agreement”) with SMBC, as the administrative agent, the collateral agent and the lender.

The SMBC Financing Facility Agreement was amended on December 23, 2021 and June 29, 2022. The most recent amendment on June 29, 2022, among other thing, increased the maximum facility amount available from $225 million to $300 million (the “Maximum Facility Amount”), and changed the benchmark used to compute interest from LIBOR plus 2.15% to SOFR plus 2.15%. In addition to the interest rate payable, there is a structuring fee of 1.00% and an unused commitment fee of 0.50% per annum on the undrawn amount under the SMBC Financing Facility. Advances under the SMBC Financing Facility Agreement may be prepaid and reborrowed at any time during the reinvestment period.

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.

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 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 September 30, 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.

Contractual Obligations

The following tables show the contractual maturities of our debt obligations as of September 30, 2023 and December 31, 2022 (dollar amounts in thousands):


	Payments Due by Period
As of September 30, 2023	Total		Less than 1 Year		1 to 3 years		3 to 5 years		More than 5 Years
Wells Fargo Financing Facility	$	185,700	$	—	$	—	$	185,700	$	—
SMBC Financing Facility	286,347		—		286,347		—		—
Revolving Credit Facility	52,500		—		—		—		52,500
CLO-I	342,000		—		—		—		342,000
Total debt obligations	$	866,547	$	—	$	286,347	$	185,700	$	394,500


	Payments Due by Period
As of December 31, 2022	Total		Less than 1 Year		1 to 3 years		3 to 5 years		More than 5 Years
Wells Fargo Financing Facility	$	111,300	$	—	$	—	$	111,300	$	—
Subscription Facility	—		—		—		—		—
SMBC Financing Facility	252,147		—		252,147		—		—
CLO-I	342,000		—		—		—		342,000
Total debt obligations	$	705,447	$	—	$	252,147	$	111,300	$	342,000

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 Sub-Advisory Agreement;

•the Administration Agreement; and

•the Expense Support Agreement.

In addition, on June 7, 2019, the SEC granted an exemptive order (the “Order”) that permits us to participate in negotiated co-investment transactions with certain other funds and accounts sponsored or managed by either of the Advisers and/or their affiliates, subject 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) of the Board's independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the 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 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 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 such existing portfolio company, subject to certain conditions.

Expense Support Agreement

We have entered into the Expense Support Agreement with the Adviser. The Adviser may pay certain of our expenses (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any of our interest expense. Such Expense Payment will be 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.

Following any calendar quarter in which Available Operating Funds (as defined below) exceed 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 will pay 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 been reimbursed. “Available Operating 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 will 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 have not been previously reimbursed by us to the Adviser.

No Reimbursement Payment will be 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, is 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 is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. The “Operating Expense Ratio” is 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 U.S. GAAP. The Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in 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 Ended	Expense Payments by Adviser		Reimbursement Payments to Adviser		Expired Expense Support		Unreimbursed Expense Payments		Reimbursement Eligibility Expiration
December 31, 2019	$	1,696	$	—	$	(1,696)	$	—	December 31, 2022
March 31, 2020	182		—		(182)		—		March 31, 2023
June 30, 2020	3		(3)		—		0		June 30, 2023
September 30, 2020	466		(466)		—		0		September 30, 2023
December 31, 2020	56		—		—		56		December 31, 2023
March 31, 2021	97		—		—		97		March 31, 2024
June 30, 2021	62		—		—		62		June 30, 2024
September 30, 2021	47		—		—		47		September 30, 2024
December 31, 2021	42		—		—		42		December 31, 2024
March 31, 2022	71		—		—		71		March 31, 2025
June 30, 2022	54		—		—		54		June 30, 2025
September 30, 2022	67		—		—		67		September 30, 2025
December 31, 2022	—		—		—		—		December 31, 2025
March 31, 2023	—		—		—		—		March 31, 2026
June 30, 2023	136		—		—		136		June 30, 2026

Total	$	2,979	$	(469)	$	(1,878)	$	632

Off-Balance Sheet Arrangements

In the ordinary course of its business, the 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 September 30, 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 6 to the consolidated financial statements in Part I, Item 1 of this Quarterly Report Form 10-Q.

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 connection with our risk factors as disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for year ended December 31, 2022.

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 3 to the consolidated financial statements in Part I, Item 1 of this Quarterly Report Form 10-Q.

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.

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 September 30, 2023, the Company did 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 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.

Recent Developments

On October 19, 2023, SPV IV entered into a borrower joinder agreement to become party to the SMBC Financing Facility Agreement.

On October 20, 2023, we delivered a drawdown notice to our shareholders for an aggregate offering price of $100 million. The capital call is due on November 3, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Uncertainty with respect to, among other things, the rising interest rates, inflationary pressures, risks relating to a failure to increase the U.S. debt ceiling, 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 do 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 independent third-party valuation firms engaged by the 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 are subject to interest 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 may have on our cash flows. Because we fund a portion of our investments with borrowings, our net investment income is 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.

Since March 2022, the Federal Reserve has been rapidly raising interest rates bringing it to the 5.25% to 5.50% range and has indicated that it may consider an additional rate hike. In a rising interest rate environment, 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. It is possible that the Federal Reserve's tightening cycle could result the United States into a recession, which would likely decrease interest rates. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if 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 expenses, or a decrease in the interest rate associated with our borrowings.

As of September 30, 2023, on a fair value basis, approximately 5.78% of our debt investments bear interest at a fixed rate and approximately 94.22% of our debt investments bear interest at a floating rate. As of September 30, 2023, 98.04% of our floating rate debt investments are subject to interest rate floors. Additionally, our Financing Facilities and Subscription Facility are also subject to floating interest rates and are currently paid based on floating SOFR rates.

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. Interest income is calculated as revenue from interest generated from our portfolio of investments held on September 30, 2023. Interest expense is calculated based on the terms of the Financing Facilities and Subscription Facility, using the outstanding balance as of September 30, 2023. Interest expense on the Financing Facilities and Subscription Facility is calculated using the interest rate as of September 30, 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 September 30, 2023. These hypothetical calculations are based on a model of the investments in our portfolio, held as of September 30, 2023, and are only adjusted for assumed changes in the underlying base interest rates.

Actual results could differ significantly from those estimated in the table (dollars amounts in thousands).


Changes in Interest Rates	Interest Income		Interest Expense		Net Income
-300 Basis Points	$	(31,646)	$	(18,266)	$	(13,380)
-200 Basis Points	$	(21,099)	$	(12,177)	$	(8,922)
-100 Basis Points	$	(10,549)	$	(6,089)	$	(4,460)

+100 Basis Points	$	10,549	$	6,089	$	4,460
+200 Basis Points	$	21,099	$	12,177	$	8,922
+300 Basis Points	$	31,648	$	18,266	$	13,382

ITEM 4. 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 Quarterly Report on Form 10-Q.

Based on that evaluation, we, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of September 30, 2023 and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is 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 Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (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 process designed under the supervision of its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) and effected by the Company’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 Company’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 that 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 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 September 30, 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 September 30, 2023 was effective.

This Quarterly 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.

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.

PART II. OTHER INFORMATION

ITEM 1. 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 proceedings 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 subject to extensive regulation, which may result in regulatory proceedings against us.

ITEM 1A. RISK FACTORS

Except for the risk factor set forth below, there have been no material changes to the risk factors previously disclosed under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2022. For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 9, 2023, which is accessible on the SEC’s website at sec.gov.

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 September 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, 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 filing date of this Quarterly Report on Form 10-Q, substantially 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 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.

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. Our business is dependent on bank relationships, including small and regional banks, and we are proactively monitoring the financial health of banks with 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 credit 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.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Except as previously reported by us on our Current Reports on Form 8-K, we did not sell any securities during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a)None.

(b)None.

(c)For the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company has entered into any (i) contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.

The Company has adopted insider trading policies and procedures governing the purchase, sale, and disposition of the Company’s securities by officers and directors of the Company that are reasonably designed to promote compliance with insider trading laws, rules and regulations.

ITEM 6. EXHIBITS


3.1						Articles of Amendment and Restatement (1)

3.2						Articles of Amendment (2)

3.3						Bylaws (2)

3.4						Certificate of Merger of Churchill Middle Market CLO V Ltd. (1)

4.1						Form of Subscription Agreement (1)

4.2						Form of Stock Certificate (1)

10.1						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, Su mitomo Mitsui Banking Corporation , as the a d ministrative a gent, collateral agent, and as the lender, U.S. Bank Trust Company, National Associat ion, as the collateral manager, and U.S. Bank National A s sociation as the collateral custodian and as the account bank*

31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*

31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*

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

101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith.

(1)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.

(2)Previously filed on June 2, 2020 with the Company's Current Report on Form 8-K and incorporated by reference herein.

(3)Previously filed on June 28, 2023 with the Company's Current Report on Form 8-K and incorporated by reference herein.

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.


Nuveen Churchill Direct Lending Corp.

By:			/s/ Kenneth Kencel
			Name: Kenneth Kencel
			Title: President and Chief Executive Officer




By:			/s/ Shai Vichness
			Name: Shai Vichness
			Title: Chief Financial Officer and Treasurer

Date: October 30, 2023

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Nuveen Churchill Direct Lending (NCDL) 10-Q2023 Q3 Quarterly report

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