Nuveen Churchill Direct Lending Corp美股招股说明书(2025-01-15版)

We are offering $300,000,000 in aggregate principal amount of 6.650% notes due 2030, which we refer to as the Notes. TheNotes will mature on March 15, 2030. We will pay interest on the Notes on March 15 and September 15 of each year, beginning onSeptember 15, 2025. We may redeem the Notes in whole or in part at any time or from time to time at the redemption pricediscussed under the caption “Description of Notes — Optional Redemption” in this prospectus supplement. In addition, holders ofthe Notes can require us to repurchase the Notes at 100% of their principal amount upon the occurrence of a Change of ControlRepurchase Event (as defined herein). The Notes will be issued in minimum denominations of $2,000 and integral multiples of$1,000 in excess thereof. The Notes will be our direct, general unsecured obligations and rank pari passu, or equal, with all existing and futureunsecured unsubordinated indebtedness issued by us, but will rank senior to our future indebtedness that is expressly subordinatedin right of payment to the Notes. Nuveen Churchill Direct Lending Corp. (together with its consolidated subsidiaries, the “Company”) was originally formed as aDelaware limited liability company in March 2018 and converted into a Maryland corporation in June 2019. The Company is anexternally managed, closed-end management investment company that has elected to be regulated as a business developmentcompany (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company is managed by itsinvestment adviser, Churchill DLC Advisor LLC, and its investment sub-adviser, Churchill Asset Management LLC. The Companyhas elected, and intends to qualify annually, 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”). As a BDC and a RIC, the Company isrequired to comply with certain regulatory requirements. Our investment objective is to generate attractive risk-adjusted returns through current income by primarily investing in seniorsecured loans to private equity-owned U.S. middle market companies, which we define as companies with $10 million to $250million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”). We focus oninvestments in U.S. middle market companies with $10 million to $100 million of annual EBITDA. There are no assurances that wewill achieve our investment objective. Investing in the Notes involves risks, including the risk of leverage, that are described in the “Risk Factors” sectionbeginning on page S-9 of this prospectus supplement and page 9 of the accompanying prospectus and the mattersdiscussed in the documents incorporated or deemed to be incorporated by reference in this prospectus supplement andthe accompanying prospectus. This prospectus supplement and the accompanying prospectus contain important information you should know beforeinvesting in the Notes. You should carefully read this prospectus supplement, the accompanying prospectus, and any informationincorporated by reference into each, before investing in the Notes and keep them for future reference. We file annual, quarterly andcurrent reports, proxy statements and other information about us with the Securities and Exchange Commission (the “SEC”). Thisinformation is available free of charge by contacting us at 375 Park Avenue, 9th floor, New York, NY 10152, calling us at (212) 478-9200 or visiting our corporate website located at www.ncdl.com. The SEC also maintains a website at www.sec.gov that containsthis information. Information on our website and the SEC’s website is not incorporated into or a part of this prospectus supplementor the accompanying prospectus. Public offering price(1) Underwriting discount (sales load)Proceeds to us, before expenses(2) (1)The public offering price set forth above does not include accrued interest, if any. Interest on the Notes must be paid by thepurchaser if the Notes are delivered after January 22, 2025.(2)Before deducting expenses payable by us related to this offering, estimated at $400,000. THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERALDEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contraryis a criminal offense. Delivery of the Notes in book-entry form only through The Depository Trust Company for the accounts of its participants,including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A., will be made on or aboutJanuary 22, 2025. Joint Book-Running Managers SMBC NikkoMorgan StanleyCo-Managers Wells Fargo Securities MUFG TABLE OF CONTENTS Prospectus Supplement ABOUT THI