DEF 14A: Nuveen Churchill Direct Lending Corp. Announces Annual Meeting of Shareholders

Nuveen Churchill Direct Lending Corp. will hold its annual shareholder meeting virtually on May 28, 2024, to elect three board members and conduct other business.

Summary

• Nuveen Churchill Direct Lending Corp. (NCDL) is holding its annual meeting of shareholders on May 28, 2024, at 12:30 p.m. Eastern Time.
• The meeting will be held in a virtual format only.
• Shareholders of record as of March 28, 2024, are entitled to vote.
• The primary purpose of the meeting is to elect three members of the Board of Directors to serve until the 2027 annual meeting.
• The Board recommends voting FOR the election of Michael Perry, David Kirchheimer, and Kenneth Miranda as directors.
• The company had 54,815,740 shares of common stock outstanding as of the record date.
• The proxy statement and annual report are available online at www.virtualshareholdermeeting.com/NCDL2024 and www.proxyvote.com.
• Shareholders can vote online, by phone, or by mail following the instructions provided in the Notice of Internet Availability of Proxy Materials.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive sentiment due to the emphasis on shareholder participation and corporate governance. The discussion of potential conflicts of interest is balanced by the description of measures taken to mitigate them.

Positives

• The Board is actively engaged in risk oversight and compliance through various committees and the Chief Compliance Officer.
• The company has a Code of Business Conduct and Ethics in place.
• The company has insider trading policies to prevent illegal activities.
• The company has an Audit Committee comprised of independent directors, including financial experts.
• The company has a Nominating and Corporate Governance Committee comprised of independent directors.
• The company has a Compensation Committee comprised of independent directors.
• The company has a Special Transactions Committee comprised of independent directors.
• The company has an investment allocation policy that addresses the restrictions under the 1940 Act and seeks to ensure the equitable allocation of investment opportunities.

Negatives

• Kenneth Kencel, the chairman of the Board, is an interested person due to his position as an officer of the Company and Churchill, which could present potential conflicts of interest.
• The terms of the Advisory Agreement with respect to management and incentive fees may create an incentive for the Adviser to approve and cause the company to make more speculative investments than it would otherwise make in the absence of such fee structure.
• Certain personnel of the Adviser and/or Churchill serve, or may serve, as officers, directors, members or principals of entities that operate in the same or a related line of business as the company does, or of investment funds, accounts or investment vehicles sponsored or managed by them, which may lead to conflicts of interest.
• Churchill or its affiliates also earn additional fees related to the securities in which the company invests, which may result in conflicts of interests for the senior investment professionals and members of the investment committee making investment decisions.
• Nuveen Asset Management may compete with other affiliates and other accounts for investments for the company, subjecting Nuveen Asset Management to certain conflicts of interest in evaluating the suitability of investment opportunities and making or recommending acquisitions on the company's behalf.

Risks

• Potential conflicts of interest may arise due to the relationships between the Company, the Adviser, Churchill, and their affiliates.
• The allocation of investment opportunities among multiple clients of Churchill and its affiliates may not always result in an allocation to the Company.
• The Company may be prohibited from conducting certain transactions with its affiliates without prior approval.
• Investment professionals may obtain material non-public information that restricts the Company's ability to trade securities.
• The incentive fee structure may incentivize the Adviser to make more speculative investments.
• Loan Syndicate Participants may hold investments in the same or distinct tranches in the loan facilities of which the portfolio investment is a part or in different positions in the capital structure under such portfolio investment, which may be adverse to the interests of the Company.

Future Outlook

The company intends to continue to re-examine its corporate governance policies on an ongoing basis to ensure that they continue to meet its needs.

Management Comments

• Kenneth Kencel, President and Chief Executive Officer: 'Your vote and participation in the governance of the Company are very important.'

Industry Context

This is a standard proxy statement for a business development company (BDC) preparing for its annual shareholder meeting. The topics covered, such as director elections, corporate governance, and related party transactions, are typical for publicly traded companies, especially those regulated under the Investment Company Act of 1940.

Comparison to Industry Standards

• The fee structure described, with a base management fee and incentive fee, is common among BDCs and other externally managed investment vehicles.
• The Board composition, with a mix of interested and independent directors, is also typical, as is the presence of committees like the Audit, Nominating, and Compensation Committees.
• The discussion of potential conflicts of interest and the measures taken to mitigate them are standard practice for BDCs, given their relationships with affiliated entities.
• Comparable companies include Ares Capital Corporation (ARCC), Main Street Capital Corporation (MAIN), and Prospect Capital Corporation (PSEC).
• These companies also have similar governance structures and fee arrangements with their investment advisers.

Management Changes

Corporate Governance

Related Party Transactions

• The company may enter into transactions with affiliates and portfolio companies that may be considered related party transactions.
• The Advisory Agreement, CAM Sub-Advisory Agreement, and NAM Sub-Advisory Agreement are related party transactions.
• The company has implemented policies and procedures to ensure compliance with the 1940 Act regarding affiliated transactions.

Stakeholder Impact

• Shareholders are encouraged to participate in the governance of the Company through voting.
• The election of directors and the approval of advisory agreements directly impact shareholder value.
• The company's corporate governance policies aim to protect shareholder interests.
• The fee structure and expense reimbursements affect the company's profitability and shareholder returns.

Next Steps

• Shareholders are encouraged to vote their proxies on the Internet or by telephone.
• The Board will review Shareholder proposals and make recommendations for action.
• The Audit Committee will continue to oversee the Company's financial reporting and audit processes.
• The Board will regularly review the allocation policy of Churchill.

Key Dates

Keywords

annual meeting, proxy statement, board of directors, director election, corporate governance, investment adviser, shareholders, Nuveen Churchill Direct Lending Corp., NCDL