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SECURED BORROWINGS
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
SECURED BORROWINGS SECURED BORROWINGS
The Company, CLO-I, CLO-II, CLO-III, SPV IV and SPV V are party to credit facilities or debt obligations as described below. In accordance with the 1940 Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is maintained at a level of at least 150% after such borrowings. As of September 30, 2024 and December 31, 2023, asset coverage was 189.89% and 178.57%, respectively. Proceeds of the credit facilities or debt obligations are used for general corporate purposes, including the funding of portfolio investments. The Company, CLO-I, CLO-II, CLO-III, SPV IV and SPV V were in compliance with all covenants and other requirements of their respective agreements.
Subscription Facility
On September 10, 2020, the Company entered into a revolving credit agreement (the “Subscription Facility Agreement” and the facility thereunder, the “Subscription Facility”) with Sumitomo Mitsui Banking Corporation (“SMBC”), as the administrative agent for certain secured parties, the syndication agent, the lead arranger, the book manager, the letter of credit issuer and the lender. The Subscription Facility had a maximum commitment of $50,000, subject to availability under the "Borrowing Base." The Borrowing Base was calculated based on the unfunded capital commitments of certain investors that had subscribed to purchase shares of the Company, to the extent the capital commitments of such investors also had been approved by SMBC for inclusion in the Borrowing base and met certain additional criteria.
The Subscription Facility Agreement expired on September 8, 2023, and the Company fully paid down the outstanding balance including the accrued interest expense.
For the three months ended September 30, 2024 and 2023, the components of interest expense related to the Subscription Facility were as follows:
Three Months Ended September 30,
20242023
Borrowing interest expense$— $252 
Unused fees— 14 
Amortization of deferred financing costs— 25 
Total interest and debt financing expenses$— $291 
For the nine months ended September 30, 2024 and 2023, the components of interest expense related to the Subscription Facility were as follows:
Nine Months Ended September 30,
20242023
Borrowing interest expense$— $611 
Unused fees— 64 
Amortization of deferred financing costs— 108 
Total interest and debt financing expenses$— $783 
Wells Fargo Financing Facility
On December 31, 2019, a wholly owned subsidiary of the Company entered into a credit agreement ("the “Wells Fargo Financing Facility” and the agreement relating thereto, as amended from time to time, the “Wells Fargo Financing Facility Agreement”), with Wells Fargo Bank, N.A. as lender (“Wells Fargo”) and administrative agent. The Wells Fargo Financing Facility Agreement was amended on October 28, 2020, March 31, 2022, March 14, 2024 and August 27, 2024. The most recent amendment on August 27, 2024, among other things, increased the maximum facility amount available from $150,000 to $225,000.
The Wells Fargo Financing Facility reinvestment period expires on March 31, 2025 and has a maturity date of March 31, 2027. The Wells Fargo Financing Facility Agreement also requires the Company to maintain an asset coverage ratio equal to at least 1.50:1.00. The amount of the borrowings under the Wells Fargo Financing Facility equals the amount of the outstanding advances. Advances under the Wells Fargo Financing Facility may be prepaid and reborrowed at any time during the reinvestment period, but any termination or reduction of the facility amount prior to the first anniversary of the date of the amendment (subject to certain exceptions) is subject to a commitment reduction fee of 1%. Under the Wells Fargo Financing Facility Agreement, the Company paid a fee on daily undrawn amounts under the Wells Fargo Financing Facility of 0.25% per annum during the period ended June 14, 2024. For the six months following June 14, 2024, the Company paid a fee on daily undrawn amounts under the Wells Fargo Facility of 0.50% per annum, and, thereafter, pays 0.50% per annum on undrawn amounts of up to 40% of the maximum facility amount and 1.50% per annum on undrawn amounts in excess of 40% of the maximum facility amount.
As of September 30, 2024 and December 31, 2023, the Wells Fargo Financing Facility bore interest at a rate of SOFR, reset daily, plus 2.20%, per annum.
On March 14, 2024, SPV V entered into the borrower joinder agreement to become party to the Wells Fargo Financing Facility Agreement and pledged all of its assets to the collateral agent to secure their obligations under the Wells Fargo Financing Facility. The Company and SPV V have made customary representations and warranties and are required to comply with various financial covenants related to liquidity and other maintenance covenants, reporting requirements and other customary requirements for similar facilities.
For the three months ended September 30, 2024 and 2023, the components of interest expense related to the Wells Fargo Financing Facility were as follows:
Three Months Ended September 30,
20242023
Borrowing interest expense$1,783 $3,207 
Unused fees109 135 
Amortization of deferred financing costs73 122 
Total interest and debt financing expenses$1,965 $3,464 
For the nine months ended September 30, 2024 and 2023, the components of interest expense related to the Wells Fargo Financing Facility were as follows:
Nine Months Ended September 30,
20242023
Borrowing interest expense$5,596 $7,926 
Unused fees285 494 
Amortization of deferred financing costs941 361 
Total interest and debt financing expenses$6,822 $8,781 
SMBC Financing Facility
On November 24, 2020, a wholly owned subsidiary of the Company entered into a senior secured revolving credit facility (the “SMBC Financing Facility” and the agreement relating thereto the “SMBC Financing Facility Agreement”) with SMBC, as the administrative agent, the collateral agent and the lender. On October 19, 2023, SPV IV entered into the borrower joinder agreement (the “SMBC Joinder”) to become party to the SMBC Financing Facility Agreement.
The SMBC Financing Facility Agreement was amended on December 23, 2021, June 29, 2022 and November 21, 2023. The most recent amendment on November 21, 2023 (the "SMBC Financing Facility Amendment"), among other things: (i) extended the reinvestment period from November 24, 2023 to November 24, 2024 and the stated maturity date from November 24, 2025 to November 24, 2026; (ii) changed the interest rate for loans under the SMBC Financing Facility Agreement from (A) either the Base Rate (as defined in the SMBC Financing Facility Agreement) plus 1.15% or the Term SOFR (as defined in the SMBC Financing Facility Agreement) plus 2.15% to (B) either the Base Rate plus 1.65% or Term SOFR plus 2.65%; (iii) reduced the maximum facility amount from $300,000 to $150,000 upon the occurrence of a permitted securitization, subject to a subsequent increase to $250,000, in the sole discretion of the administrative agent, if so requested by the borrowers; and (iv) provide for an unused commitment fee of, from the three month anniversary of the SMBC Financing Facility Amendment date to the six-month anniversary of the SMBC Financing Facility Amendment date, 0.50% per annum on the unused commitments and on or after the six month anniversary of the Amendment date, 0.50% per annum on the unused commitments if such unused commitments are less than 50% of the total commitments and 1.00% per annum on the unused commitments if such unused commitments are greater than or equal to 50% of the total commitments. In connection with the SMBC Financing Facility Amendment, the borrowers paid an extension fee of $450 plus an annualized fee of 0.30% multiplied by $150,000 based on the length of time (in years) until the occurrence of a permitted securitization. Advances under the SMBC Financing Facility Agreement may be prepaid and reborrowed at any time during the reinvestment period. As of September 30, 2024 and December 31, 2023, the SMBC Financing Facility bore interest at one-month SOFR plus 2.65% per annum.
Effective December 7, 2023, following the closing of the 2023 Debt Securitization (discussed further below), the maximum facility amount available was reduced to $150,000 from $300,000 and SPV IV began borrowing under the SMBC Financing Facility.
SPV IV, beginning October 19, 2023, has pledged all of its assets to the collateral agent to secure its obligations under the SMBC Financing Facility. The Company, and SPV IV have made customary representations and warranties and are required to comply with various financial covenants related to liquidity and other maintenance covenants, reporting requirements and other customary requirements for similar facilities.
For the three months ended September 30, 2024 and 2023, the components of interest expense related to the SMBC Financing Facility were as follows:
Three Months Ended September 30,
20242023
Borrowing interest expense$3,582 $5,322 
Unused fees18 24 
Amortization of deferred financing costs112 129 
Total interest and debt financing expenses$3,712 $5,475 
For the nine months ended September 30, 2024 and 2023, the components of interest expense related to the SMBC Financing Facility were as follows:
Nine Months Ended September 30,
20242023
Borrowing interest expense$5,680 $14,636 
Unused fees187 105 
Amortization of deferred financing costs333 383 
Total interest and debt financing expenses$6,200 $15,124 
Revolving Credit Facility
On June 23, 2023, the Company entered into a senior secured revolving credit agreement (the “Senior Secured Revolving Credit Agreement" and facility thereunder, the “Revolving Credit Facility”) with SMBC as the lender, administrative agent, and one of the lead arrangers along with Wells Fargo. The Revolving Credit Facility is guaranteed by NCDL Equity Holdings and will be guaranteed by certain subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Guarantors”).
The Revolving Credit Facility was amended on April 9, 2024. The amendment, among other things, increased the maximum principal amount available under the Revolving Credit Facility from $185,000 to $250,000 pursuant to the accordion feature, subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $300,000 through the exercise by the Company of an optional accordion feature through which existing and new lenders may agree to provide additional financing. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions, and includes a $25,000 limit for swingline loans.
The availability period under the Revolving Credit Facility will terminate on June 23, 2027 (the “Commitment Termination Date”) and will mature on June 23, 2028 (the “Final Maturity Date”). During the period from the Commitment Termination Date to the Final Maturity Date, the Company will be obligated to make mandatory prepayments out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn in U.S. dollars will bear interest at either term SOFR plus a margin, or the prime rate plus a margin. The Company may elect either the term SOFR or prime rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin. The Company also will pay a fee of 0.375% per annum on average daily undrawn amounts. As of September 30, 2024 and December 31, 2023, the Revolving Credit Facility bore interest at one-month SOFR plus 2.25% per annum.
The Senior Secured Revolving Credit Agreement includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and minimum shareholders’ equity, as well as customary events of default.
For the three months ended September 30, 2024 and 2023, the components of interest expense related to the Revolving Credit Facility were as follows:
Three Months Ended September 30,
20242023
Borrowing interest expense$2,377 $279 
Unused fees105 169 
Amortization of deferred financing costs130 113 
Total interest and debt financing expenses$2,612 $561 
For the nine months ended September 30, 2024 and 2023, the components of interest expense related to the Revolving Credit Facility were as follows:
Nine Months Ended September 30,
20242023
Borrowing interest expense$4,091 $279 
Unused fees437 186 
Amortization of deferred financing costs360 123 
Total interest and debt financing expenses$4,888 $588 
CLO-I
On May 20, 2022 (the “Closing Date”), the Company completed a $448,325 term debt securitization (the “2022 Debt Securitization”). Term debt securitization is also known as a collateralized loan obligation and is a form of secured financing incurred by the Company.
The notes offered in the 2022 Debt Securitization (the “2022 Notes”) were issued by CLO-I, an indirect, wholly owned, consolidated subsidiary of the Company. The 2022 Notes consist of $199,000 of AAA Class A-1 2022 Notes, which bear interest at the three-month Term SOFR plus 1.80%; $34,250 of AAA Class A-1F 2022 Notes, which bear interest at 4.42%; $47,250 of AA Class B 2022 Notes, which bear interest at the three-month Term SOFR plus 2.30%; $31,500 of A Class C 2022 Notes, which bear interest at the three-month Term SOFR plus 3.15%; $27,000 of BBB Class D 2022 Notes, which bear interest at the three-month Term SOFR plus 4.15%; and $79,325 of Subordinated 2022 Notes, which do not bear interest. The Company directly owns all of the BBB Class D 2022 Notes and the Subordinated 2022 Notes and, as such, these notes are eliminated in consolidation.
As part of the 2022 Debt Securitization, CLO-I also entered into a loan agreement (the “CLO-I Loan Agreement”) on the Closing Date, pursuant to which various financial institutions and other persons which are, or may become, parties to the CLO-I Loan Agreement as lenders (the “Lenders”) committed to make $30,000 of AAA Class A-L 2022 Loans to CLO-I (the “2022 Loans” and, together with the 2022 Notes, the “2022 Debt”). The 2022 Loans bear interest at the three-month Term SOFR plus 1.80% and were fully drawn upon the closing of the transactions. Any Lender may elect to convert all of the Class A-L 2022 Loans held by such Lenders into Class A-1 2022 Notes upon written notice to CLO-I in accordance with the CLO-I Loan Agreement.
The 2022 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through April 20, 2026, all principal collections received on the underlying collateral may be used by CLO-I to purchase new collateral under the direction of the Company, in its capacity as collateral manager of CLO-I and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2022 Debt Securitization. The 2022 Notes are due on April 20, 2034. The 2022 Loans are scheduled to mature, and, unless earlier repaid, the entire unpaid principal balance thereof is due and payable on April 20, 2034.
The 2022 Debt is the secured obligation of CLO-I, and the indenture and the CLO-I Loan Agreement, as applicable, governing the 2022 Debt includes customary covenants and events of default. The 2022 Debt has not been, and will not be, registered under the Securities Act, or any state “blue sky” laws.
The Company serves as collateral manager to CLO-I under a collateral management agreement (the “Collateral Management Agreement”) and has waived the management fee due to it in consideration for providing these services.
For the three months ended September 30, 2024 and 2023, the components of interest expense related to the CLO-I were as follows:
Three Months Ended September 30,
20242023
Borrowing interest expense$6,204 $6,106 
Unused fees— — 
Amortization of deferred financing costs152 151 
Total interest and debt financing expenses$6,356 $6,257 
For the nine months ended September 30, 2024 and 2023, the components of interest expense related to the CLO-I were as follows:
Nine Months Ended September 30,
20242023
Borrowing interest expense$18,390 $17,364 
Unused fees— — 
Amortization of deferred financing costs452 449 
Total interest and debt financing expenses$18,842 $17,813 
CLO-II
On December 7, 2023 (the “Closing Date”), the Company completed a $298,060 term debt securitization (the “2023 Debt Securitization”).
The notes offered in the 2023 Debt Securitization (the “2023 Notes”) were issued by CLO-II, an indirect, wholly owned, consolidated subsidiary of the Company. The 2023 Notes consist of $2,000 of AAA Class X 2023 Notes, which bear interest at the three-month Term SOFR plus 2.00%, $100,500 of AAA Class A-1 2023 Notes, which bear interest at the three-month Term SOFR plus 2.35%; $37,500 of AA Class B 2023 Notes, which bear interest at three-month Term SOFR plus 3.20% and approximately $83,060 of Subordinated 2023 Notes, which do not bear interest. The Company directly owns all of the Subordinated 2023 Notes and as such, these notes are eliminated in consolidation.
As part of the 2023 Debt Securitization, CLO-II also entered into a loan agreement (the “CLO-II Loan Agreement”) on the Closing Date, pursuant to which various financial institutions and other persons which are, or may become, parties to the CLO-II Loan Agreement as lenders (the “Lenders”) committed to make $25,000 of AAA Class A-L-A 2023 Loans and $50,000 AAA Class A-L-B 2023 Loans to CLO-II (the “2023 Loans” and, together with the 2023 Notes, the “2023 Debt”). The 2023 Loans bear interest at the three-month Term SOFR plus 2.35% and were fully drawn upon the closing of the transactions. Any Lender may elect to convert all or a portion of the Class A-L-A 2023 Loans held by such Lenders into Class A-1 2023 Notes upon written notice to CLO-II in accordance with the CLO-II Loan Agreement.
The 2023 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through January 20, 2028, all principal collections received on the underlying collateral may be used by CLO-II to purchase new collateral under the direction of the Company, in its capacity as collateral manager of CLO-II and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2023 Debt Securitization. The 2023 Notes are due on January 20, 2036. The 2023 Loans are scheduled to mature, and, unless earlier repaid, the entire unpaid principal balance thereof is due and payable on January 20, 2036.
The 2023 Debt is the secured obligation of CLO-II, and the indenture and the CLO-II Loan Agreement, as applicable, governing the 2023 Debt includes customary covenants and events of default. The 2023 Debt has not been, and will not be, registered under the Securities Act, or any state “blue sky” laws.
The Company serves as collateral manager to CLO-II under a collateral management agreement (the “Collateral Management Agreement”) and has waived the management fee due to it in consideration for providing these services.
For the three months ended September 30, 2024 and 2023, the components of interest expense related to the CLO-II were as follows:
Three Months Ended September 30,
20242023
Borrowing interest expense$4,280 $— 
Unused fees— — 
Amortization of deferred financing costs111 — 
Total interest and debt financing expenses$4,391 $— 
For the nine months ended September 30, 2024 and 2023, the components of interest expense related to the CLO-II were as follows:
Nine Months Ended September 30,
20242023
Borrowing interest expense$12,752 $— 
Unused fees— — 
Amortization of deferred financing costs332 — 
Total interest and debt financing expenses$13,084 $— 
CLO-III
On March 14, 2024 (the “Closing Date”), the Company completed a $296,970 term debt securitization (the “2024 Debt Securitization”).
The notes offered in the 2024 Debt Securitization (the “2024 Notes” or “2024 Debt”) were issued by Churchill NCDLC CLO-III, LLC (formerly known as Nuveen Churchill BDC SPV III, LLC) (the “2024 Issuer”), a direct, wholly owned, consolidated subsidiary of the Company, pursuant to an indenture (the “Indenture”) dated as of the Closing Date. The 2024 Notes consist of $2,000 of AAA Class X 2024 Notes, which bear interest at the three-month Term SOFR plus 1.40%; $175,500 of AAA Class A 2024 Notes, which bear interest at the three-month Term SOFR plus 2.00%; $37,500 of AA Class B 2024 Notes, which bear interest at the three-month Term SOFR plus 2.65%; and $81,970 of Subordinated 2024 Notes, which do not bear interest. The Company directly retained all of the Subordinated 2024 Notes and as such, these notes are eliminated in consolidation.

The 2024 Notes are backed by a diversified portfolio of senior secured and second lien loans. The Indenture contains certain
conditions pursuant to which loans can be acquired by the 2024 Issuer, in accordance with rating agency criteria or as otherwise agreed with certain institutional investors who purchased the 2024 Notes. Through April 20, 2028, all principal collections received on the underlying collateral may be used by the 2024 Issuer to purchase new collateral under the direction of the Company, in its capacity as collateral manager of the 2024 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2024 Debt Securitization. The 2024 Notes are due on April 20, 2036.

The 2024 Notes are the secured obligation of the 2024 Issuer, and the Indenture governing the 2024 Notes includes customary covenants and events of default. The 2024 Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or applicable exemption from registration.

The Company serves as collateral manager to the 2024 Issuer under a collateral management agreement (the “Collateral Management Agreement”) and has waived any management fee due to it in consideration for providing these services.

For the three months ended September 30, 2024 and 2023, the components of interest expense related to the CLO-III were as follows:
Three Months Ended September 30,
20242023
Borrowing interest expense$4,061 $— 
Unused fees— — 
Amortization of deferred financing costs101 — 
Total interest and debt financing expenses$4,162 $— 
For the nine months ended September 30, 2024 and 2023, the components of interest expense related to the CLO-III were as follows:
Nine Months Ended September 30,
20242023
Borrowing interest expense$8,804 $— 
Unused fees— — 
Amortization of deferred financing costs220 — 
Total interest and debt financing expenses$9,024 $— 
Summary of Secured Borrowings
The Company's debt obligations consisted of the following as of September 30, 2024 and December 31, 2023:
September 30, 2024
Wells Fargo Financing Facility
SMBC Financing Facility
CLO-ICLO-II
CLO-III
Revolving Credit Facility
Total
Total Commitment$225,000 $150,000 $342,000 $214,714 $215,000 $250,000 $1,396,714 
Amount Outstanding (1)
95,000 122,500 342,000 214,714 215,000 112,750 1,101,964 
Unused Portion (2)
130,000 27,500 — — — 137,250 294,750 
Amount Available (3)
130,000 24,240 — — — 137,250 291,490 
_______________
(1)Amount outstanding on the consolidated statements of assets and liabilities is net of deferred financing costs.
(2)The unused portion on the credit facilities is the amount upon which commitment fees are based.
(3)Available for borrowing on the credit facilities based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.
December 31, 2023
Wells Fargo Financing Facility
SMBC Financing Facility
CLO -I
CLO-II
Revolving Credit Facility
Total
Total Commitment$275,000 $150,000 $342,000 $215,000 $185,000 $1,167,000 
Amount Outstanding (1)
231,000 37,377 342,000 215,000 126,500 951,877 
Unused Portion (2)
44,000 112,623 — — 58,500 215,123 
Amount Available (3)
43,837 112,623 — — 58,500 214,960 
_______________
(1)Amount outstanding on the consolidated statements of assets and liabilities is net of deferred financing costs.
(2)The unused portion on the credit facilities is the amount upon which commitment fees are based.
(3)Available for borrowing on the credit facilities based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.
For the three and nine months ended September 30, 2024 and 2023, the components of interest expense and debt financing expenses were as follows:
Three Months Ended September 30,
20242023
Interest expense$22,287 $15,166 
Unused fees232 342 
Amortization of deferred financing costs 679 540 
Total interest and debt financing expenses$23,198 $16,048 
Average interest rate (1)
7.74 %7.51 %
Average daily borrowings$1,156,703 $819,047 
Nine Months Ended September 30,
20242023
Interest expense$55,313 $40,816 
Unused fees909 849 
Amortization of deferred financing costs 2,638 1,424 
Total interest and debt financing expenses$58,860 $43,089 
Average interest rate (1)
7.70 %7.17 %
Average daily borrowings$974,676 $777,454 
_______________
(1)Average interest rate includes borrowing interest expense and unused fees.
Contractual Obligations
The following tables show the contractual maturities of the Company's debt obligations as of September 30, 2024 and December 31, 2023:
Payments Due by Period
As of September 30, 2024
TotalLess than 1 Year1 to 3 years3 to 5 yearsMore than 5 Years
Wells Fargo Financing Facility $95,000 $— $95,000 $— $— 
SMBC Financing Facility122,500 — 122,500 — — 
Revolving Credit Facility
112,750 — — 112,750 — 
CLO-I342,000 — — — 342,000 
CLO-II214,714 — — — 214,714 
CLO-III215,000 — — — 215,000 
Total debt obligations$1,101,964 $— $217,500 $112,750 $771,714 

Payments Due by Period
As of December 31, 2023
TotalLess than 1 Year1 to 3 years3 to 5 yearsMore than 5 Years
Wells Fargo Financing Facility$231,000 $— $— $231,000 $— 
SMBC Financing Facility37,377 — 37,377 — — 
Revolving Credit Facility126,500 — — 126,500 — 
CLO-I342,000 — — — 342,000 
CLO-II215,000 — — — 215,000 
Total debt obligations$951,877 $— $37,377 $357,500 $557,000