Nuveen Churchill Direct Lending Corp 8-K, filed Jun 2, 2020
Nuveen Churchill Direct Lending Corp. (NCDL)
8-K
2020-06-02
For: 2020-06-02
View Original
Added on
April 08, 2026
About this 8-K
Nuveen Churchill Direct Lending Corp filed this 8-K on June 2, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 1, 2020
Nuveen Churchill Direct Lending Corp.
(Exact name of registrant as specified in its charter)
Maryland | 000-56133 | 84-3613224 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
430 Park Avenue, 14th Floor, New York, NY | 10022 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (212) 207-2003
Nuveen Churchill BDC Inc.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
None | N/A | N/A | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On June 1, 2020, Nuveen Churchill BDC Inc. (the “Company”) filed Articles of Amendment with the Maryland State Department of Assessments and Taxation ("MDAT") for the purpose of amending its current Articles of Amendment and Restatement in order to change its corporate name to Nuveen Churchill Direct Lending Corp. Due to processing delays resulting from the novel coronavirus pandemic, the Company has not yet received evidence from MDAT confirming that the Articles of Amendment have been accepted and that the Company's name has been changed. Upon receipt of evidence from MDAT, the Company expects the effective date of the Articles of Amendment to be June 1, 2020. A copy of the Articles of Amendment filed on June 1, 2020 is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. | Description | |
3.1 | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NUVEEN CHURCHILL DIRECT LENDING CORP. | |||
Date: June 2, 2020 | By: | /s/ Kenneth J. Kencel | |
Kenneth J. Kencel Chief Executive Officer and President | |||
Exhibit 3.1
NUVEEN CHURCHILL BDC INC.
Articles of Amendment
Nuveen Churchill BDC Inc., a Maryland corporation (the “Corporation”), having its principal office in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation desires to, and does hereby, amend its Articles of Amendment and Restatement, dated December 26, 2019 (the “Articles”), as currently in effect as hereafter set forth.
SECOND: The Articles are hereby amended by deleting the existing Article II in its entirety and substituting in lieu thereof a new Article II which reads as follows:
ARTICLE II. NAME
The name of the corporation (the “Corporation”) is Nuveen Churchill Direct Lending Corp.
THIRD: The amendment to the Articles as set forth above has been duly approved by at least a majority of the entire Board of Directors of the Corporation as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(1) of the Maryland General Corporation Law.
FOURTH: The undersigned Chief Executive Officer and President acknowledges, in the name and on behalf of the Corporation, these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer and President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President and attested by its Vice President and Secretary on June 1, 2020.
ATTEST | NUVEEN CHURCHILL BDC INC. | |
/s/ John D. McCally | /s/ Kenneth J. Kencel | |
Name: John D. McCally Title: Vice President and Secretary | Name: Kenneth J. Kencel Title: Chief Executive Officer and President | |