Nuveen Churchill Direct Lending Corp. 8-K

What Happened
Nuveen Churchill Direct Lending Corp. (NCDL) announced a planned refinancing of a term debt securitization (a collateralized loan obligation, the "2026 Debt Securitization Refinancing") for its wholly‑owned consolidated subsidiary Churchill NCDLC CLO‑II, LLC (the "2026 Issuer"). The company expects the 2026 Issuer to enter a supplemental indenture with U.S. Bank Trust Company, N.A. (Trustee) and, on or around February 20, 2026 (the “Refinancing Date”), to sell and incur approximately $299.7 million of secured debt (the “2026 Debt”) through notes and loans. Nuveen Churchill will remain collateral manager, will continue to waive its management fee, and will directly retain all of the Subordinated Notes.

Key Details

• Total 2026 Debt expected: $299.7 million, consisting of:
  • $125.5M AAA Class A‑R Notes (interest = 3‑month Term SOFR + 1.38%)
  • $50.0M AAA Class A‑L‑R Loans (interest = 3‑month Term SOFR + 1.38%)
  • $37.5M AA Class B‑R Notes (interest = 3‑month Term SOFR + 1.70%)
  • $86.7M Subordinated Notes (no interest; includes $83.06M issued on the original closing date)
• Expected maturity for the 2026 Debt (including extended subordinated notes): January 20, 2039.
• Refinancing mechanics: supplemental indenture, a note purchase agreement (initial purchaser: SG Americas Securities, LLC) and an amended & restated Class A‑L‑R loan agreement (loan agent/Trustee: U.S. Bank Trust Company, N.A.).
• Collateral: diversified portfolio of senior‑secured and second‑lien loans; principal collections may be reinvested in new collateral through January 20, 2031 to maintain initial leverage.
• Closing is subject to customary conditions, including receipt of agreed‑upon ratings (e.g., S&P) and execution of definitive agreements. The 2026 Debt will be secured obligations of the 2026 Issuer and will not be registered under the Securities Act.

Why It Matters
This filing shows NCDL is refinancing its CLO financing structure and will continue to manage the collateral while retaining the equity/subordinated position, keeping the company economically exposed to the CLO’s performance. The transaction establishes near‑term interest cost for the rated tranches tied to Term SOFR spreads and extends the overall maturity to 2039. Investors should note the company’s ongoing role as collateral manager, the retained subordinated exposure, and that the debt is secured by the CLO’s loan portfolio; definitive agreements and ratings are required before closing.