DEF: Nuveen Churchill Direct Lending Corp. Seeks Shareholder Approval for Below NAV Share Issuance at 2025 Annual Meeting

Nuveen Churchill Direct Lending Corp. is asking shareholders to approve the election of two directors and authorize the potential issuance of shares below net asset value (NAV) at its upcoming virtual annual meeting on May 29, 2025.

Summary

• Nuveen Churchill Direct Lending Corp. will hold its annual shareholder meeting virtually on May 29, 2025.
• Shareholders will vote to elect two board members to terms expiring in 2028.
• A key proposal seeks authorization for the company to issue shares below the current net asset value (NAV) per share, subject to board approval and certain conditions.
• The board unanimously recommends voting FOR the election of directors and the share issuance proposal.
• The record date for determining shareholders eligible to vote is March 31, 2025.
• As of the record date, there were 51,217,252 shares outstanding.
• The company has engaged Broadridge Financial Solutions, Inc. for proxy solicitation, with an estimated cost of $103,716 plus expenses.
• The company is seeking authorization to sell shares below NAV to maintain access to capital and take advantage of investment opportunities.
• The company will only sell shares below NAV if a majority of disinterested directors determine it is in the best interest of the company and shareholders.
• The company's independent registered public accounting firm is PricewaterhouseCoopers LLP.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily focused on outlining the proposals for the annual meeting and providing necessary disclosures. The potential for dilution is acknowledged, but the overall message is that the proposals are in the best interest of the company and shareholders.

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 and procedures to promote compliance with insider trading laws.
• The Board reviews and approves the Advisory Agreement and Sub-Advisory Agreements annually.
• The company has an investment allocation policy to ensure equitable allocation of investment opportunities.
• The company has an Audit Committee composed of independent directors.
• The company has a Nominating and Corporate Governance Committee composed of independent directors.
• The company has a Compensation Committee composed of independent directors.
• The company has a Co-Investment Committee composed of independent directors.

Negatives

• Issuing shares below NAV would result in immediate dilution to existing shareholders.
• The company may be subject to certain potential conflicts of interest in connection with its activities and investments.
• The company is dependent on its ability to raise capital through the issuance of common stock.
• The company may not have access to sufficient debt and equity capital in order to take advantage of attractive investment opportunities that are created during periods of disruption and volatility.
• The debt capital that is available, if any, typically comes at a higher cost, particularly given the current interest rate environment, and may be on less favorable terms and conditions.

Risks

• The potential dilution of existing shareholder value if shares are issued below NAV.
• Market volatility and disruptions could impact the company's ability to access capital.
• Conflicts of interest may arise due to relationships with the Adviser, Churchill, Nuveen, and TIAA.
• Dependence on external parties for administrative and investment services.
• The company's ability to grow over time and continue to pay steady or increasing distributions to shareholders could be adversely affected if the company were unable to access the capital markets as attractive investment opportunities arise.

Future Outlook

The company seeks to maintain access to capital to take advantage of investment opportunities and continue to pay steady or increasing distributions to shareholders.

Management Comments

• The Board unanimously recommends that you vote FOR each of the proposals to be considered and voted on at the Annual Meeting.
• The Company believes that providing its proxy materials over the Internet will expedite shareholders receipt of proxy materials, lower the costs associated with the Annual Meeting and conserve resources.

Industry Context

As a BDC, the company operates under specific regulatory requirements, including maintaining a debt-to-equity ratio of less than 1:1 (or 2:1 if certain requirements are satisfied) and adhering to RIC requirements for tax purposes.

Comparison to Industry Standards

• The advisory fees are considered reasonable and comparable to those paid by other BDCs with similar investment objectives.
• The company's corporate governance practices align with NYSE listing standards.
• The company's risk oversight and compliance framework is consistent with the extensive regulation to which BDCs are subject.

Corporate Governance

Related Party Transactions

• The company may enter into transactions with affiliates and portfolio companies that may be considered related party transactions.
• The company has implemented certain policies and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment, us, and/or certain of our affiliates.
• The Board will review such procedures on an annual basis.

Stakeholder Impact

• Shareholders may experience dilution if shares are issued below NAV.
• The company's ability to grow and pay distributions could be affected by its access to capital.
• The company's ability to grow over time and continue to pay steady or increasing distributions to shareholders could be adversely affected if the company were unable to access the capital markets as attractive investment opportunities arise.

Next Steps

• Shareholders to vote on the proposals outlined in the proxy statement.
• Board to make determinations regarding the issuance of shares below NAV if the proposal is approved.
• The Board will review such procedures on an annual basis.

Key Dates

Keywords

annual meeting, proxy statement, board of directors, shareholders, Nuveen Churchill Direct Lending Corp, NAV, share issuance, directors, investment company, BDC