DEFA14A: Nuveen Churchill Direct Lending Corp. Urges Shareholders to Vote on Key Proposals

Nuveen Churchill Direct Lending Corp. is urging shareholders to vote on proposals including the election of board members and authorization to issue shares below net asset value (NAV).

Summary

• Nuveen Churchill Direct Lending Corp. (NCDL) is reminding shareholders to vote on proposals for the upcoming 2025 Annual Meeting of Shareholders.
• The meeting, scheduled for May 29, 2025, will be held virtually.
• Shareholders are being asked to elect two members to the Board of Directors and authorize NCDL to issue shares of common stock below its net asset value (NAV) per share, subject to certain conditions.
• While NCDL has no immediate plans to issue shares below NAV, they seek approval for future flexibility.
• The company emphasizes the importance of shareholder participation, regardless of the number of shares owned.
• Failure to vote is equivalent to voting against the Below NAV Proposal.
• Shareholders can vote online, by mail, by phone, or via a QR code.
• The Board of Directors recommends voting FOR the proposals.
• Shareholders with questions can contact Broadridge at 1-833-216-6744.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The company is proactively seeking shareholder approval for future flexibility, but the need to issue shares below NAV could be a concern.

Positives

• The company is proactively seeking shareholder approval for future flexibility in issuing shares.
• Multiple voting methods are available to shareholders for convenience.
• The company is providing clear instructions and contact information for shareholders with questions.

Negatives

• Failure to vote is equivalent to voting against the Below NAV Proposal, which could be seen as a negative if shareholders are not fully informed.
• The need to seek authorization to issue shares below NAV could be perceived negatively, suggesting potential future financial challenges.

Risks

• If shareholders do not approve the Below NAV Proposal, NCDL's flexibility in raising capital in the future could be limited.
• Issuing shares below NAV could dilute existing shareholders' equity.

Future Outlook

NCDL seeks shareholder approval to provide maximum flexibility if it desires in the future to issue shares of its common stock below NAV per share, which typically must be undertaken quickly.

Management Comments

• Robert Paun: 'Your vote and participation are very important to us, no matter how many or few shares of NCDL you own.'
• The Board of Directors recommends that you respond to this solicitation by voting FOR the proposals described in the proxy statement.

Industry Context

Direct lending companies often seek flexibility in capital raising strategies, including the ability to issue shares below NAV, to respond quickly to market opportunities or challenges.

Stakeholder Impact

• Shareholders: Approval of the Below NAV Proposal could dilute their equity if shares are issued below NAV in the future.
• Company: Approval provides greater flexibility in capital raising.
• Potential investors: Issuing shares below NAV could attract new investors.

Next Steps

• Shareholders are urged to vote on the proposals before the May 29, 2025 meeting.
• The company will hold the 2025 Annual Meeting of Shareholders on May 29, 2025.

Key Dates

Keywords

Nuveen Churchill Direct Lending Corp., shareholder meeting, proxy vote, Board of Directors, below NAV, common stock, Broadridge