FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

NUVEEN CHURCHILL BDC INC.

(Exact name of registrant as specified in charter)

Maryland	84-3613224
(State or other jurisdiction of incorporation or registration)	(I.R.S. Employer Identification No.)

Large accelerated filer   ☐	Accelerated filer   ☐
Non-accelerated filer     ☒	Smaller reporting company   ☐
	Emerging growth company   ☒

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•	the terms “we,” “us,” “our,” and “Company,” refer to Nuveen Churchill BDC Inc. (and, if required by context, (i) prior to December 31, 2019 to Churchill Middle Market CLO V Ltd. (the “Predecessor Entity”), and (ii) following December 31, 2019 on a consolidated basis with the Predecessor Entity);

•	the term “the Adviser” refers to Nuveen Churchill Advisors LLC, a Delaware limited liability company, which will serve as our investment adviser;

•	the term “Churchill” refers to Churchill Asset Management LLC, a Delaware limited liability company, which will serve as our investment sub-adviser;

•	the term “Advisers” refers to the Adviser and Churchill together; and

•	the term “Administrator” refers to Nuveen Churchill Administration LLC, a Delaware limited liability company, which will serve as our administrator.

•	the Company’s Shares may not be transferred without the written consent of the Adviser;

•	the Shares are not currently listed on an exchange, and it is uncertain whether they will be listed or whether a secondary market will develop;

•	repurchases of the Shares by the Company, if any, are expected to be very limited; and

•	an investment in the Company may not be suitable for investors who may need the money they invest in a particular time frame.

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•	our future operating results;

•	our business prospects and the prospects of our portfolio companies;

•	the dependence of our future success on the general economy and its impact on the industries in which we invest;

•	the impact of a protracted decline in the liquidity of credit markets on our business;

•	the impact of increased competition;

•	the impact of fluctuations in interest rates on our business and our portfolio companies;

•	our contractual arrangements and relationships with third parties;

•	the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

•	actual and potential conflicts of interest with the Advisers, and/or their respective affiliates;

•	the ability of our portfolio companies to achieve their objectives;

•	the use of borrowed money to finance a portion of our investments;

•	the adequacy of our financing sources and working capital;

•	the timing of cash flows, if any, from the operations of our portfolio companies;

•	the ability of Churchill to locate suitable investments for us and to monitor and administer our investments;

•	the ability of the Advisers or their respective affiliates to attract and retain highly talented professionals;

•	our ability to qualify and maintain our qualification as a regulated investment company (a “RIC”) and as a BDC; and

•	the impact of future legislation and regulation on our business and our portfolio companies.

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ITEM 1.	BUSINESS

(a)	General Development of Business

(c)	Description of Business

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•	no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle rate of 1.50% (6% annually);

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100% of the Company’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.76% in any calendar quarter following an Exchange Listing. The Company refers to this portion of the Company’s pre-incentive fee net investment income as the “catch-up” provision. Following an Exchange Listing, the catch-up is meant

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•	following an Exchange Listing, 15% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.76% in any calendar quarter.

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•	annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $10 million - $100 million, with a focus on EBITDA of $10 million - $50 million;

•	significant cash equity capitalization supported by a private equity sponsor;

•	sustainable leading positions in their respective markets;

•	scalable revenues and operating cash flow;

•	experienced management teams with successful track records and the ability to successfully operate in a leveraged environment and to adapt to challenging economic or business conditions;

•	strong recurring revenue or “re-occurring” revenue, with good visibility of backlog and revenue;

•	stable, predictable cash flows with low technology and market risks;

•	diversified product offering and customer base;

•	low capital expenditure requirements;

•	a North American base of operations;

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•	strong customer relationships;

•	products, services or distribution channels having distinctive competitive advantages; and

•	defensible niche strategy or other barriers to entry.

•	compelling economic and market fundamentals that support the need for Senior Loan capital and improved competitive dynamics for non-traditional lenders;

•	“buy-and-hold” investments that emphasize a high-touch relationship alignment with sponsors and the lending club;

•	floating-rate loans that provide protection against increases in interest rates, with middle market loans typically containing floating rate floors in the event a lower-interest rate environment returns;

•	small lending groups to facilitate more effective restructurings when necessary;

•	higher proportion of sponsor equity (typically 40% or greater) and increased likelihood of sponsors supporting troubled situations with additional equity as compared to the broadly syndicated loan market;

•	attractive yield premiums relative to public market credit and broadly syndicated debt strategies;

•	strong return potential relative to risk profile;

•	significant downside protection due to capital structure seniority, tighter structure than publicly traded loan investments in the broadly syndicated market (in the form of covenants), private equity sponsor backing, and deep due diligence; and

•	favorable supply/demand dynamic with strong sponsor relationships and high-hold capacities providing steady flow of attractive opportunities for well-positioned lenders.

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	Lower middle market	Traditional middle market	Upper middle market	Broadly syndicated market
Size of senior loan facility	$5 to $50 million	$50 to $250 million	>$250 to $500 million	>$500 million
Company size (EBITDA)	$1 to $10 million	$10 to $50 million	$50 to $100 million	$50+ million
Size of Lending Group	1 to 3	2 to 6	10 to 50	20 to 100+
Spread/LIBOR floor	500 to 700 bps/100	400 to 600 bps/100	300 to 400 bps/100	300 to 400 bps/100
Borrower compliance metrics	Traditional covenants	Traditional covenants	Covenant-lite	Covenant-lite
Loan sourcing	Direct transactional driven	Direct relationship driven	Buyer model	Buyer model
Liquidity	Illiquid	Relatively illiquid	Relatively illiquid	Liquid
Level of borrower diligence	Primary due diligence	Extensive primary and secondary due diligence	Less due diligence	Less due diligence

•	better economics, lower leverage levels and structural advantages versus larger syndicated market alternatives;

•	better stability and capital preservation characteristics than smaller, more speculative investments akin to venture capital and/or growth equity;

•	‘buy-and-hold’ investments which emphasize a high-touch relationship with sponsors, with whom the Junior Capital Investment Team has deep relationships through limited partner commitments and advisory board seats;

•	compelling economic and market fundamentals that support the need for Junior Capital Investments and offer improved competitive dynamics for non-traditional lenders;

•	diversity across cash paying investments, higher yielding non-cash paying securities, and preferred and common equity, ultimately blending to an attractive internal rate of return (“IRR”) profile;

•	in the case of Junior Capital Investments other than common equity, significant downside protection due to contractual returns, maintenance covenants, seniority to equity, support from well capitalized private-equity sponsors, and excellent transparency/understanding of company performance through thorough due diligence and significant information rights; and

•	substantial information advantage versus syndicated/upper market given board observer rights and accompanying sponsor access.

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•	Strong relationships with private equity firms combined with meaningful private equity fund investments

•	Creative and flexible capital solutions

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•	Robust origination and underwriting platform

•	Experienced and deep management

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•	Benefits of alignment with Nuveen and TIAA

•	Cycle tested track record

•	a thorough review of historical and pro forma financial information;

•	meetings and discussions with management;

•	a review of loan documents and material contracts;

•	third-party “quality of earnings” accounting due diligence;

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•	when appropriate, background checks on key managers;

•	third-party research relating to the company’s business, industry, markets, products and services, customers and competitors;

•	the commission of third-party analyses when appropriate;

•	sensitivity of Management Case projections; and

•	various cash flow analyses.

•    Assess each potential financing opportunity based on defined screening criteria, or “credit box”, with a commitment to provide initial feedback in a timely manner •    Evaluate worthwhile transactions through staged “Early Read” or “Matrix” process which employs proprietary screening and underwriting templates •    Selected transactions clear the “Early Read” or “Matrix” process and enter due diligence	•    Understand sponsor investment thesis and risk considerations •    Assess qualitative factors, e.g., management meetings and site visit •    Evaluate industry diligence to determine market position and competitive advantage •    Review quarterly earnings, industry reports, and consultant reports •    Produce financial models including management projections, proprietary base case projections, and break-even analysis	•    Prepare Investment Approval Memorandum for review and approval by the applicable Investment Committee and by the Joint Investment Committee of the Company •    Review and negotiate transaction documents •    Closing Memo documents any changes from approval or provides results of any additional post-approval due diligence •    Closing Memo required for funding

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Rating		Definition
1		Performing – Superior: Borrower is performing significantly above Management Case.
2		Performing – High: Borrower is performing at or near the Management Case (i.e., in a range slightly below to slightly above).
3		Performing – Low Risk: Borrower is operating well ahead of the Base Case to slightly below the Management Case.
4		Performing – Stable Risk: Borrower is operating at or near the Base Case (i.e., in a range slightly below to slightly above). This is the initial rating assigned to all new borrowers.
5		Performing – Management Notice: Borrower is operating below the Base Case. Adverse trends in business conditions and/or industry outlook are viewed as temporary. There is no immediate risk of payment default and only a low to moderate risk of covenant default.
6		Watch List – Low Maintenance: Borrower is operating below the Base Case, with declining margin of protection. Adverse trends in business conditions and/or industry outlook are viewed as probably lasting for more than a year. Payment default is still considered unlikely, but there is a moderate to high risk of covenant default.
7		Watch List – Medium Maintenance: Borrower is operating well below the Base Case, but has adequate liquidity. Adverse trends are more pronounced than in Internal Risk Rating 6 above. There is a high risk of covenant default, or it may have already occurred. Payments are current, although subject to greater uncertainty, and there is a moderate to high risk of payment default.
8		Watch List – High Maintenance: Borrower is operating well below the Base Case. Liquidity may be strained. Covenant default is imminent or may have occurred. Payments are current, but there is a high risk of payment default. Negotiations to restructure or refinance debt on normal terms may have begun. Further significant deterioration appears unlikely and no loss of principal is currently anticipated.
9		Watch List – Possible Loss: At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Liquidity is strained. Payment default may have occurred or is very likely in the short term unless creditors grant some relief. Loss of principal is possible.
10		Watch List – Probable Loss: At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have already occurred. Liquidity is extremely limited. The prospects for improvement in the borrower’s situation are sufficiently negative that loss of some or all principal is probable.

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Daily/ weekly	Monthly	Quarterly	Ongoing
•    Weekly Joint Investment Team pipeline meeting •    Investment Team meeting as required •    Review news stories on borrowers/industries and market data via news wires and email alerts •    Assess potential covenant defaults •    Upgrades/downgrades of internal risk ratings evaluated by deal teams and senior management as information is learned	•    Monthly meetings to discuss Management Notice and Watchlist Investments •    Evaluate internal risk rating •    Credit Surveillance Reports and/or Portfolio Review Templates updated monthly or quarterly following review of financials •    Conduct analysis of company results, industry trends, key ratios, and liquidity	•    Senior management review of portfolio level metrics and trends •    Deals covered in portfolio review depend on internal risk rating with downgraded Senior Loan investments and all Junior Capital Investments reviewed each quarter •    Review quarterly financials and compliance certificates •    Complete portfolio valuations •    Compare financials to prior year, budget, and the Base Case •    Evaluate cushion to breakeven cash flow and covenant default levels •    Review and confirmation of internal risk rating	•    Amendments and waivers negotiated, approved, documented, and closed by deal team •    Conduct calls with agent, sponsor, and borrower as needed •    Junior Capital Investment Team attends advisory board meetings to the extent they have observation rights •    Monitor ESG risks, concerns and opportunities

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(1)

Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

(a)	is organized under the laws of, and has its principal place of business in, the United States;

(b)	is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

(c)	satisfies any of the following:

(i)	does not have any class of securities that is traded on a national securities exchange;

(ii)	has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million;

(iii)	is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or

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(iv)	is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million;

(2)	Securities of any eligible portfolio company controlled by the Company;

(3)

Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements;

(4)	Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and the Company already owns 60% of the outstanding equity of the eligible portfolio company;

(5)	Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities; or

(6)	Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

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•	a citizen or individual resident of the United States;

•	a corporation created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

•	a trust that is subject to the supervision of a court within the U.S. and the control of one or more U.S. persons or that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person; or

•	an estate, the income of which is subject to U.S. federal income taxation regardless of its source.

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•	qualifies as a RIC; and

•	satisfies the Annual Distribution Requirement,

•	continue to qualify as a BDC under the 1940 Act at all times during each taxable year;

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derive in each taxable year at least 90% of gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale or other taxable disposition of stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships,” or other income derived with respect to the business of investing in such stock or securities (the “90% Income Test”); and

•	diversify its holdings so that at the end of each quarter of the taxable year:

◦	at least 50% of the value of its assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of its assets or more than 10% of the outstanding voting securities of the issuer; and

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no more than 25% of the value of its assets is invested in the (i) securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) securities of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) securities of one or more “qualified publicly traded partnerships” (the “Diversification Tests”).

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ITEM 1A.	RISK FACTORS

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•	Adversely impact the pricing, liquidity, value of, return on and trading for a broad array of financial products, including any LIBOR-linked securities, loans and derivatives that are included in our assets and liabilities;

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•	Require extensive changes to documentation that governs or references LIBOR or LIBOR-based products, including, for example, pursuant to time-consuming renegotiations of existing documentation to modify the terms of outstanding investments;

•	Result in inquiries or other actions from regulators in respect of our preparation and readiness for the replacement of LIBOR with one or more alternative reference rates;

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Result in disputes, litigation or other actions with portfolio companies, or other counterparties, regarding the interpretation and enforceability of provisions in our LIBOR-based investments, such as fallback language or other related provisions, including, in the case of fallbacks to the alternative reference rates, any economic, legal, operational or other impact resulting from the fundamental differences between LIBOR and the various alternative reference rates;

•	Require the transition and/or development of appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on one or more alternative reference rates, which may prove challenging given the limited history of the proposed alternative reference rates; and

•	Cause us to incur additional costs in relation to any of the above factors.

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•	a comparison of the portfolio company’s securities to publicly traded securities;

•	the enterprise value of a portfolio company;

•	the nature and realizable value of any collateral;

•	the portfolio company’s ability to make payments and its earnings and discounted cash flow;

•	the markets in which the portfolio company does business; and

•	changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.

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•	may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

•	are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;

•	typically have more limited access to the capital markets, which may hinder their ability to refinance borrowings;

•	will be unable to refinance or repay at maturity the unamortized loan balance as we structure our loans such that a significant balance remains due at maturity;

•	generally have less predictable operating results, may be particularly vulnerable to changes in customer preferences or market conditions, depend on one or a limited number of major customers;

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•	may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and

•	generally have less publicly available information about their businesses, operations and financial condition. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and may lose all or part of our investment.

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We must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID or other amounts accrued will be included in investment company taxable income for the year of the accrual, we may be required to make a distribution to our shareholders in order to satisfy our annual distribution requirements, even though we will not have received any corresponding cash amount. As a result, we may have to sell some of our investments at times or at prices that would not be advantageous to us, raise additional debt or equity capital or forgo new investment opportunities.

•	OID instruments may create heightened credit risks because the inducement to the borrower to accept higher interest rates in exchange for the deferral of cash payments typically represents, to some extent, speculation on the part of the lender.

•	Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation.

•	OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of the collateral.

•	OID instruments generally represent a significantly higher credit risk than coupon loans.

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OID income received by us may create uncertainty about the source of our cash distributions to shareholders. For accounting purposes, any cash distributions to shareholders representing OID or market discount income are not treated as coming from paid-in capital, even though the cash to pay them comes from the offering proceeds. Thus, although a distribution of OID or market discount interest comes from the cash invested by the shareholders, Section 19(a) of the 1940 Act does not require that shareholders be given notice of this fact by reporting it as a return of capital.

•	The deferral of PIK interest has a negative impact on liquidity, as it represents non-cash income that may require distribution of cash dividends to shareholders in order to maintain our RIC status. In addition, the deferral of PIK interest also increases the loan-to-value (“LTV”) ratio at a compounding rate, thus, increasing the risk that we will absorb a loss in the event of foreclosure.

•	OID and market discount instruments create the risk of non-refundable incentive fee payments to the Adviser based on non-cash accruals that we may not ultimately realize.

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•	increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company;

•	exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or

•	preserve or enhance the value of our investment.

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•	the ability to cause the commencement of enforcement proceedings against the collateral;

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•	the ability to control the conduct of such proceedings;

•	the approval of amendments to collateral documents;

•	releases of liens on the collateral; and

•	waivers of past defaults under collateral documents.

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ITEM 2.	FINANCIAL INFORMATION

Statement of Operations Data:		For the year ended December 31, 2019				For the period ended December 31, 2018 (1)
Total investment income		15,396				4,504
Net expenses after expense support		8,975				2,796
Net investment income after excise taxes		6,417				1,708
Net increase in net assets resulting from operations		7,285				1,435
Per Share Data:
Net asset value		$	20.00			$	19.48
Net investment income		$	1.58			$	0.86
Net increase in net assets resulting from operations		$	1.79			$	0.72

Balance Sheet Data:		At December 31, 2019			At December 31, 2018
Investments at fair value		178,780			161,849
Cash and cash equivalents		3,421			2,236
Total assets		188,368			164,666
Notes payable		118,348			86,910
Total liabilities		122,157			93,913
Total net assets		66,211			70,753
Other Data:
Number of portfolio companies at period end		46			42
Weighted average yield on debt investments at period end(1)		6.84	%		7.29	%

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(1)	For the period from January 12, 2018 through December 31, 2018.

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•	Level 1 - Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

•	Level 2 - Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•	Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

i.	the quarterly valuation process will begin with each portfolio company or investment being initially valued by the professionals of the applicable Investment Team that are responsible for the portfolio investment;

ii.	preliminary valuation conclusions will then be documented and approved by the applicable Investment Team’s Investment Committee;

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iii.	one or more third-party valuation firms engaged by, or on behalf of, the Board will provide positive assurance on portions of the portfolio each quarter (such that each investment will be reviewed by a third-party valuation firm at least once on a rolling 12-month basis), including a review of management’s preliminary valuation and recommendation of fair value;

iv.	the Audit Committee will review the valuations approved by the applicable Investment Team’s Investment Committee and, where appropriate, the independent valuation firm(s) and recommend those values to the Board; and

v.	the Board will then discuss valuations and determine the fair value of each investment in our portfolio in good faith, based on the input of the applicable Investment Team, and, where appropriate, the respective independent valuation firm(s) and the Audit Committee.

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	Twelve months ending December 31,
	Total				2019				2020		2021			2022			2023 and thereafter
Notes Payable:
Financing Facility	$	118,435,000			$	—			$118,435,000		—			—			—
	$	118,435,000			$	—			$118,435,000		—			—			—

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•	organization of the Company;

•	calculating net asset value (including the cost and expenses of any independent valuation firm);

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expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers, or members of their investment teams, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company’s rights;

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fees and expenses incurred by the Advisers (and their affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies on an ongoing basis;

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•	costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the Company, including borrowings, credit facilities, securitizations, margin financing, and including any principal or interest on the Company’s borrowings and indebtedness;

•	offerings, sales, and repurchases of the Company’s Shares and other securities;

•	fees and expenses payable under any underwriting, dealer manager or placement agent agreements;

•	investment advisory fees payable under the Investment Advisory Agreement;

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administration fees and expenses, if any, payable under the Administration Agreement (including payments under the Administration Agreement between us and the Administrator, based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, and their respective staffs);

•	any applicable administrative agent fees or loan arranging fees incurred with respect to Portfolio Investments by the Advisers, the Administrator or an affiliate thereof;

•	costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology;

•	transfer agent, dividend agent and custodial fees and expenses;

•	federal and state registration fees;

•	all costs of registration and listing the Shares on any securities exchange;

•	federal, state and local taxes;

•	independent directors’ fees and expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors;

•	costs of preparing and filing reports or other documents required by the SEC or other regulators, and all fees, costs and expenses related to compliance-related matters and regulatory filings related to the Company’s activities and/or other regulatory filings, notices or disclosures of the Advisers and their affiliates relating to the Company and its activities;

•	costs of any reports, proxy statements or other notices to shareholders, including printing costs;

•	fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

•	direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs;

•	proxy voting expenses;

•	all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board of Directors to or on account of holders of the securities of the Company, including in connection with any dividend reinvestment plan or direct stock purchase plan;

•	costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes;

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•	the allocated costs incurred by the Advisers and/or the Administrator in providing managerial assistance to those portfolio companies that request it;

•	allocable fees and expenses associated with marketing efforts on behalf of the Company;

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all fees, costs and expenses of any litigation involving the Company or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to Company’s affairs;

•	fees, costs and expenses of winding up and liquidating the Company’s assets; and

•	all other expenses incurred by the Company, the Advisers or the Administrator in connection with administering the Company’s business.

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	Percentage of Total Portfolio
Industry Composition
Aerospace & Defense	4.6	%
Automotive	3.8
Banking, Finance, Insurance & Real Estate	10.0
Beverage, Food & Tobacco	1.6
Capital Equipment	2.3
Chemicals, Plastics, & Rubber	1.4
Construction & Building	2.4
Consumer Goods: Durable	7.1
Consumer Goods: Non-durable	7.5
Containers, Packaging & Glass	5.2
Energy: Electricity	0.5
Healthcare & Pharmaceuticals	4.5
High Tech Industries	23.9
Media: Advertising, Printing & Publishing	0.0
Retail	5.0
Road and Rail	1.2
Services: Business	7.7
Services: Consumer	1.5
Telecommunications	7.4
Transportation: Cargo	2.4
Wholesale	0.0
	100.0	%

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	Percentage of Total Portfolio
Industry Composition
Aerospace & Defense	3.8	%
Automotive	6.1
Banking, Finance, Insurance & Real Estate	8.3
Beverage, Food & Tobacco	1.8
Capital Equipment	0.0
Chemicals, Plastics, & Rubber	0.0
Construction & Building	10.3
Consumer Goods: Durable	5.5
Consumer Goods: Non-durable	1.8
Containers, Packaging & Glass	6.7
Energy: Electricity	0.6
Healthcare & Pharmaceuticals	1.8
High Tech Industries	19.0
Media: Advertising, Printing & Publishing	0.8
Retail	5.5
Road and Rail	0.0
Services: Business	9.3
Services: Consumer	1.3
Telecommunications	5.8
Transportation: Cargo	7.3
Wholesale	4.4
	100.0	%

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1.	Performing - Superior: Borrower is performing significantly above Management Case.

2.	Performing - High: Borrower is performing at or near the Management Case (i.e., in a range slightly below to slightly above).

3.	Performing - Low Risk: Borrower is operating well ahead of the Base Case to slightly below the Management Case.

4.	Performing - Stable Risk: Borrower is operating at or near the Base Case (i.e., in a range slightly below to slightly above). This is the initial rating assigned to all new borrowers.

5.	Performing - Management Notice: Borrower is operating below the Base Case. Adverse trends in business conditions and/or industry outlook are viewed as temporary. There is no immediate risk of payment default and only a low to moderate risk of covenant default.

6.	Watch List - Low Maintenance: Borrower is operating below the Base Case, with declining margin of protection. Adverse trends in business conditions and/or industry outlook are viewed as probably lasting for more than a year. Payment default is still considered unlikely, but there is a moderate to high risk of covenant default.

7.	Watch List - Medium Maintenance: Borrower is operating well below the Base Case, but has adequate liquidity. Adverse trends are more pronounced than in Internal Risk Rating 6 above. There is a high risk of covenant default, or it may have already occurred. Payments are current, although subject to greater uncertainty, and there is a moderate to high risk of payment default.

8.

Watch List - High Maintenance: Borrower is operating well below the Base Case. Liquidity may be strained. Covenant default is imminent or may have occurred. Payments are current, but there is a high risk of payment default. Negotiations to restructure or refinance debt on normal terms may have begun. Further significant deterioration appears unlikely and no loss of principal is currently anticipated.

9.	Watch List - Possible Loss: At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Liquidity is strained. Payment default may have occurred or is very likely in the short term unless creditors grant some relief. Loss of principal is possible.

10.

Watch List - Probable Loss: At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have already occurred. Liquidity is extremely limited. The prospects for improvement in the borrower’s situation are sufficiently negative that loss of some or all principal is probable.

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	As of December 31, 2019											As of December 31, 2018
	Fair Value				% of Portfolio			Number of Investments				Fair Value				% of Portfolio			Number of Investments
1	$	—			—	%		$	—			$	—			—	%		$	—
2	—				—			—				—				—			—
3	—				—			—				—				—			—
4	178,780				100	%		46				161,849				100	%		42
5	—				—			—				—				—			—
6	$	—			—			—				—				—			$	—
7	—				—			—				—				—			—
8	—				—			—				—				—			—
9	—				—			—				—				—			—
10	—				—			—				—				—			—
Total	$	178,780			100	%		$	46			$	161,849			100	%		$	42

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•	no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle rate of 1.50% (6% annually);

•

100% of the Company’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.76% in any calendar quarter following an Exchange Listing. The Company refers to this portion of the Company’s pre-incentive fee net investment income as the “catch-up” provision. Following an Exchange Listing, the catch-up is meant to provide the Adviser with 15% of the pre-incentive fee net

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•	following an Exchange Listing, 15% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.76% in any calendar quarter.

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Off-Balance Sheet Arrangements

In the ordinary course of its business, the Company enters into contracts or agreements that contain indemnifications or warranties. As of December 31, 2019 and December 31, 2018, our off-balance sheet arrangements consisted of the following unfunded commitments (dollar amounts in thousands):

Portfolio Company		December 31, 2019				December 31, 2018
Blackbird Purchaser Inc		$	640			$	—
Brillio LLC		1,000				—
COP GNAP Holdings Inc.		—				783
ENC Holding Corporation		—				243
MSHC Inc.		—				900
NJEye LLC		351				882
North Haven Spartan US Holdco LLC		1,228				—
Novaria Holdings LLC		—				1,232
Orbit Purchaser LLC		—				1,581
Output Services Group Inc		24				517
TailWind Randys LLC		500				—
TruRoad Holdings Inc.		—				838
Unified Physician Management LLC		432				—
Total unfunded commitments		$	4,175			$	6,976

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Changes in Interest Rates		Estimated Percentage Change in Interest Income Net of Interest Expense (unaudited)
-25 Basis Points		(2.1	)%
Base Interest Rate		—	%
+100 Basis Points		8.3	%
+200 Basis Points		16.6	%
+300 Basis Points		24.9	%

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ITEM 3.	PROPERTIES

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ITEM 4.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Name and Address		Shares Owned			Percentage(1)
Interested Directors
Kenneth Kencel		—			—	%
Michael Perry		—			—	%
Independent Directors
Reena Aggarwal		—			—	%
David Kirchheimer		—			—	%
Kenneth Miranda		—			—	%
Stephen Potter		—			—	%
James Ritchie		—			—	%
Executive Officers
Shai Vichness		—			—	%
Thomas Grenville		—			—	%
John McCally		—			—	%
Christopher Rohrbacher		—			—	%
Marissa Short		—			—	%
Directors and Executive Officers as a Group (12 persons)		—			—	%
10% Holders
Teachers Insurance and Annuity Association of America(2)		3,310,590			100	%

_______________

(1)	Percentage of beneficial ownership is based on 3,310,590 Shares outstanding as of January 28, 2020.

(2)

The address of Teachers Insurance and Annuity Association of America is 730 Third Avenue, New York, NY 10017. In connection with our formation, the Company issued and sold 50 Shares to TIAA, for an aggregate purchase price of $1,000. In connection with the consummation of the Merger, and prior to our election to be regulated as a BDC under the 1940 Act, the Company issued 3,310,540 Shares to TIAA in exchange for all of the outstanding preference shares of the Predecessor Entity, which was then merged into SPV I, as a result of which the Predecessor Entity became our wholly-owned consolidated subsidiary (through its successor-in-interest, SPV I). It is expected that TIAA’s ownership percentage of the Company will be reduced upon the initial drawdown from investors in the Private Offering.

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ITEM 5.	DIRECTORS AND EXECUTIVE OFFICERS

Name		Age		Position		Director Since		Term Expires
Interested Directors:
Kenneth Kencel		60		Chief Executive Officer, President, Director and Chairman		2019		2023
Michael Perry		52		Director		2019		2021
Independent Directors:
Reena Aggarwal		61		Director		2019		2022
David Kirchheimer		63		Director		2019		2021
Kenneth Miranda		58		Director		2019		2021
Stephen Potter		62		Director		2019		2023
James Ritchie		64		Director		2019		2022

Name		Age		Position
Shai Vichness		37		Chief Financial Officer and Treasurer
Thomas Grenville		49		Chief Compliance Officer
John McCally		40		Vice President and Secretary
Christopher Rohrbacher		48		Vice President and Assistant Secretary
Marissa Short		36		Controller

Biographical Information

Directors

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ITEM 6.	EXECUTIVE COMPENSATION

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ITEM 7.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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ITEM 8.	LEGAL PROCEEDINGS

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ITEM 9.	MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

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•	Level 1—Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

•	Level 2—Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•	Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

•	Our quarterly valuation process will begin with each portfolio company or investment being initially valued by the professionals of the applicable Investment Team that are responsible for the portfolio investment;

•	Preliminary valuation conclusions will then be documented and approved by the applicable Investment Team’s Investment Committee;

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•	Third-party valuation firms engaged by, or on behalf of, the Board will provide positive assurance on portions of the portfolio each quarter (such that each investment will be reviewed by a third-party valuation firm at least once on a rolling 12-month basis), including a review of management’s preliminary valuation and recommendation of fair value;

•	Our Audit Committee will then review the valuations approved by the applicable Investment Team’s Investment Committee and, where appropriate, the independent valuation firm(s) and recommend those values to our Board; and

•	Our Board will then discuss valuations and determine the fair value of each investment in our portfolio in good faith, based on the input of the applicable Investment Team, and, where appropriate, the respective independent valuation firm(s) and our Audit Committee.

•	the net asset value of our Shares disclosed in the most recent periodic report we filed with the SEC;

•	our management’s assessment of whether any material change in the net asset value of our Shares has occurred (including through the realization of gains on the sale of our portfolio securities) during the period beginning on the date of the most recently disclosed net asset value of our Shares and ending as of a time within 48 hours (excluding Sundays and holidays) of the sale of our Shares; and

•

the magnitude of the difference between (i) a value that our Board or an authorized committee thereof has determined reflects the current (as of a time within 48 hours excluding Sundays and holidays) net asset value of our Shares, which is based upon the net asset value of our Shares disclosed in the most recent periodic report we filed with the SEC, as adjusted to reflect our management’s assessment of any material change in the net asset value of our Shares since the date of the most recently disclosed net asset value of our Shares, and (ii) the offering price of our Shares in the proposed offering.

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ITEM 10.	RECENT SALES OF UNREGISTERED SECURITIES

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(1) Title of Class		(2) Amount Authorized			(3) Amount Held by Us or for Our Account			(4) Amount Outstanding Exclusive of Amounts Shown Under(3)
Common stock		500,000,000			—			3,310,590

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•	one-tenth or more but less than one-third;

•	one-third or more but less than a majority; or

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•	a majority or more of all voting power.

•	any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or

•	an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding voting stock of the corporation.

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•	80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and

•	two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.

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ITEM 12.	INDEMNIFICATION OF DIRECTORS AND OFFICERS

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ITEM 13.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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NUVEEN CHURCHILL BDC INC.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(dollars in thousands, except share and per share data)

	December 31, 2019				December 31, 2018
Assets
Investments,
Non-controlled/non-affiliated company investments, at fair value (amortized cost of $178,754 and $162,201, respectively)	$	178,780			$	161,849
Cash and cash equivalents	3,421				2,236
Restricted cash	50				25
Due from adviser	1,696				—
Interest receivable	1,845				538
Receivable for investments sold	2,576				18
Total assets	$	188,368			$	164,666
Liabilities
Notes payable (net of $87 and $425 deferred financing costs, respectively)	$	118,348			$	86,910
Payable for investments purchased	—				5,866
Interest payable	1,199				864
Due to adviser	1,696				—
Due to affiliate	9				—
Management fees payable	331				195
Directors’ fees payable	23				—
Accounts payable and accrued expenses	551				78
Total liabilities	122,157				93,913
Commitments and contingencies (See Note 6)
Net Assets : (See Note 7)
Redeemable preference shares, $.0001 par value, 497,500,000 shares authorized, 2019 - 0 and 2018 - 70,200,000 issued and outstanding, respectively	$	—			$	7
Common shares, $0.01 par value, 500,000,000 shares authorized, 2019 - 3,310,590 and 2018 - 0 issued and outstanding, respectively	33				—
Paid-in-capital in excess of par value	63,968				70,193
Total distributable earnings	2,210				553
Total net assets	$	66,211			$	70,753
Total liabilities and net assets	$	188,368			$	164,666
Net asset value per share (See Note 8)	$	20.00			$	19.48

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NUVEEN CHURCHILL BDC INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except share and per share data)

	For the year ended December 31, 2019				For the period from January 12, 2018 (Commencement of Operations) through December 31, 2018
Investment income:
Non-controlled/non-affiliated company investments:
Interest income	$	15,031			$	4,277
Other income	365				227
Total investment income	15,396				4,504
Expenses:
Interest and debt financing expenses	6,746				2,202
Management fees	1,568				451
Professional fees	247				92
Organization expenses	1,705				—
Directors' fees	23				—
Other general and administrative expenses	382				51
Total expenses before expense support	10,671				2,796
Expense support (See Note 4)	(1,696		)		—
Net expenses after expense support	8,975				2,796
Net investment income before excise taxes	6,421				1,708
Excise taxes	4				—
Net investment income after excise taxes	6,417				1,708
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on non-controlled/non-affiliate company investments	490				79
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliate company investments	378				(352		)
Total net realized and unrealized gain (loss) on investments	868				(273		)
Net increase (decrease) in net assets resulting from operations	$	7,285			$	1,435
Per share data:
Net investment income per share - basic and diluted	$	1.58			$	0.86
Net increase in net assets resulting from operations per share - basic and diluted	$	1.79			$	0.72
Weighted average common shares outstanding - basic and diluted	4,065,531				1,989,596

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NUVEEN CHURCHILL BDC INC.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(dollars in thousands, except share and per share data)

	For the year ended December 31, 2019				For the period from January 12, 2018 (Commencement of Operations) through December 31, 2018
Increase (decrease) in net assets resulting from operations:
Net investment income	$	6,417			$	1,708
Net realized gain (loss) on investments	490				79
Net change in unrealized appreciation (depreciation) on investments	378				(352		)
Net increase (decrease) in net assets resulting from operations	7,285				1,435
Shareholder distributions:
Distributions of investment income	(5,628		)		(882		)
Net increase (decrease) in net assets resulting from shareholder distributions	(5,628		)		(882		)
Capital share transactions:
Issuance of preference shares	14,800				70,200
Issuance of common shares	1				—
Redemption of preference shares	(21,000		)		—
Net increase (decrease) in net assets resulting from capital share transactions	(6,199		)		70,200
Total increase (decrease) in net assets	(4,542		)		70,753
Net assets, at beginning of period	70,753				—
Net assets, at end of period	$	66,211			$	70,753

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NUVEEN CHURCHILL BDC INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands, except share and per share data)

	For the year ended December 31, 2019				For the period from January 12, 2018 (Commencement of Operations) through December 31, 2018
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	7,285			$	1,435
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities
Purchase of investments	(107,122		)		(173,510		)
Proceeds from principal repayments of investments	91,273				11,456
Amortization of premium/accretion of discount, net	(214		)		(68		)
Net realized gain (loss) on investments	(490		)		(79		)
Net change in unrealized appreciation (depreciation) on investments	(378		)		352
Amortization of deferred financing costs	443				100
Changes in operating assets and liabilities:
Due from adviser	(1,696		)		—
Interest receivable	(1,307		)		(538		)
Receivable for investments sold	(2,558		)		(18		)
Payable for investments purchased	(5,866		)		5,866
Interest payable	335				864
Due to adviser	1,696				—
Due to affiliate	9				—
Management fees payable	136				195
Directors’ fees payable	23				—
Accounts payable and accrued expenses	473				78
Net cash provided by (used in) operating activities	(17,958		)		(153,867		)
Cash flows from financing activities:
Proceeds from issuance of preference shares	14,800				70,200
Proceeds from issuance of common shares	1				—
Redemption of preference shares	(21,000		)		—
Shareholder distributions	(5,628		)		(882		)
Proceeds from notes	73,200				100,535
Repayments of notes	(42,100		)		(13,200		)
Payments of deferred financing costs	(105		)		(525		)
Net cash provided by (used in) financing activities	19,168				156,128
Net increase (decrease) in Cash and Cash Equivalents and Restricted Cash	1,210				2,261
Cash and Cash Equivalents and Restricted Cash, beginning of period	2,261				—
Cash and Cash Equivalents and Restricted Cash, end of period	$	3,471			$	2,261
Supplemental disclosure of cash flow Information:
Cash paid during the period for interest	$	5,967			$	1,238
Shares issued in connection with Merger (See Note 7)	$	66,210			$	—

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NUVEEN CHURCHILL BDC INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(dollars in thousands, except share and per share data)

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported on the consolidated Statements of Assets and Liabilities that sum to the total of the same such amounts on the consolidated Statements of Cash Flows:

	December 31, 2019				December 31, 2018
Cash and cash equivalents	$	3,421			$	2,236
Restricted cash	50				25
Total cash and cash equivalents and restricted cash shown on the consolidated statements of cash flows	$	3,471			$	2,261

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NUVEEN CHURCHILL BDC INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2019

(dollars in thousands)

Portfolio Company (1) (2) (3) (10)		Footnotes		Investment		Spread Above Reference Rate (4)		Interest Rate (4)			Maturity Date		Par Amount				Amortized Cost				Fair Value (5)				% of Net Assets (6)
Investments
Debt Investments - 270.0%
Aerospace & Defense
MAG DS Corp				First Lien Term Loan		L + 4.75%		6.55	%		6/6/2025		$	3,960			$	3,928			$	3,905			5.9	%
Novaria Holdings LLC				First Lien Term Loan		L + 4.75%		6.55	%		12/19/2024		4,392				4,363				4,392				6.6	%
Total Aerospace & Defense																	8,291				8,297				12.5	%
Automotive
PAI Holdco Inc				First Lien Term Loan		L + 4.25%		6.19	%		1/25/2025		3,433				3,417				3,413				5.2	%
TailWind Randys LLC		(7)		First Lien Term Loan		L + 5.50%		7.44	%		5/16/2025		3,317				3,286				3,292				5.0	%
TailWind Randys LLC (Delayed Draw)		(7)		First Lien Term Loan		L + 5.50%		7.44	%		5/16/2025		667				166				162				0.2	%
Total Automotive																	6,869				6,867				10.4	%
Banking, Finance, Insurance, Real Estate
Bankruptcy Management Solutions Inc				First Lien Term Loan		L + 4.50%		6.30	%		2/28/2025		3,970				3,935				3,990				6.0	%
Minotaur Acquisition Inc				First Lien Term Loan		L + 5.00%		6.80	%		3/27/2026		4,963				4,872				4,895				7.4	%
Northern Star Industries Inc				First Lien Term Loan		L + 4.50%		6.56	%		3/28/2025		2,312				2,294				2,295				3.4	%
Payment Alliance International Inc				First Lien Term Loan		L + 5.25%		6.25	%		1/31/2025		6,737				6,679				6,728				10.2	%
Total Banking, Finance, Insurance, Real Estate																	17,780				17,908				27.0	%
Beverage, Food & Tobacco
KSLB Holdings LLC				First Lien Term Loan		L + 4.50%		6.20	%		7/30/2025		2,970				2,946				2,928				4.4	%
Total Beverage, Food & Tobacco																	2,946				2,928				4.4	%
Capital Equipment
Blackbird Purchaser Inc				First Lien Term Loan		L + 4.50%		6.44	%		4/8/2026		3,176				3,147				3,134				4.7	%
Blackbird Purchaser Inc (Delayed Draw)				First Lien Term Loan		L + 4.50%		6.44	%		4/8/2026		799				152				148				0.2	%
MSHC Inc				First Lien Term Loan		L + 4.25%		6.05	%		12/31/2024		893				888				899				1.4	%
Total Capital Equipment																	4,187				4,181				6.3	%

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NUVEEN CHURCHILL BDC INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2019

(dollars in thousands)

Portfolio Company (1) (2) (3) (10)		Footnotes		Investment		Spread Above Reference Rate (4)		Interest Rate (4)			Maturity Date		Par Amount				Amortized Cost				Fair Value (5)				% of Net Assets (6)
Chemicals, Plastics, & Rubber
Boulder Scientific Company LLC				First Lien Term Loan		L + 4.50%		6.60	%		12/29/2025		2,438				2,415				2,447				3.7	%
Total Chemicals, Plastics, & Rubber																	2,415				2,447				3.7	%
Construction & Building
SPI LLC				First Lien Term Loan		L + 5.00%		6.80	%		11/1/2023		4,356				4,320				4,380				6.6	%
Total Construction & Building																	4,320				4,380				6.6	%
Consumer Goods: Durable
EagleTree-Carbide Acquisition Corp				First Lien Term Loan		L + 4.25%		6.19	%		8/28/2024		2,941				2,932				2,909				4.4	%
Fetch Acquisition LLC		(7)		First Lien Term Loan		L + 4.50%		6.44	%		5/22/2024		3,956				3,955				3,902				5.9	%
Halo Buyer Inc				First Lien Term Loan		L + 4.50%		6.30	%		6/30/2025		5,910				5,877				5,824				8.8	%
Total Consumer Goods: Durable																	12,764				12,635				19.1	%
Consumer Goods: Non-durable
Badger Sportswear Acquisition Inc				First Lien Term Loan		L + 5.00%		6.80	%		9/11/2023		3,912				3,905				3,811				5.8	%
Kramer Laboratories Inc				First Lien Term Loan		L + 5.50%		7.44	%		6/22/2024		2,955				2,932				2,913				4.4	%
North Haven Spartan US Holdco LLC				First Lien Term Loan		L + 5.00%		6.89	%		6/6/2025		2,608				2,584				2,600				3.9	%
North Haven Spartan US Holdco LLC (Delayed Draw)				First Lien Term Loan		L + 5.00%		6.91	%		6/6/2025		1,379				151				147				0.2	%
One World Fitness PFF LLC				First Lien Term Loan		L + 4.75%		6.55	%		11/26/2025		3,979				3,954				3,977				6.0	%
Total Consumer Goods: Non-durable																	13,526				13,448				20.3	%
Containers, Packaging & Glass
Brook & Whittle Holding Corp		(7)		First Lien Term Loan		L + 5.25%		7.14	%		10/17/2024		2,744				2,722				2,729				4.1	%
Good2Grow LLC				First Lien Term Loan		L + 4.25%		6.19	%		11/16/2024		3,580				3,550				3,584				5.4	%
Resource Label Group LLC				First Lien Term Loan		L + 4.50%		6.60	%		5/26/2023		2,970				2,946				2,912				4.4	%
Total Containers, Packaging & Glass																	9,218				9,225				13.9	%

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NUVEEN CHURCHILL BDC INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2019

(dollars in thousands)

Portfolio Company (1) (2) (3) (10)		Footnotes		Investment		Spread Above Reference Rate (4)		Interest Rate (4)			Maturity Date		Par Amount				Amortized Cost				Fair Value (5)				% of Net Assets (6)
Energy: Electricity
Brave Parent Holdings Inc		(7)		First Lien Term Loan		L + 4.00%		5.93	%		4/18/2025		906				904				876				1.3	%
Total Energy: Electricity																	904				876				1.3	%
Healthcare & Pharmaceuticals
Radiology Partners Inc		(7)		First Lien Term Loan		L + 4.75%		6.67	%		7/9/2025		4,447				4,417				4,498				6.8	%
Unified Physician Management LLC				First Lien Term Loan		L + 4.50%		6.30	%		11/21/2023		1,274				1,262				1,259				1.9	%
Unified Physician Management LLC (Delayed Draw)				First Lien Term Loan		L + 4.50%		6.30	%		11/21/2023		2,719				2,264				2,255				3.4	%
Total Healthcare & Pharmaceuticals																	7,943				8,012				12.1	%
High Tech Industries
Brillio LLC				First Lien Term Loan		L + 4.75%		6.55	%		2/6/2025		2,985				2,959				2,987				4.5	%
Brillio LLC (Delayed Draw)		(9)		First Lien Term Loan		L + 4.75%		—	%		2/6/2025		1,000				—				—				—	%
Diligent Corporation		(7)		First Lien Term Loan		L + 5.50%		7.56	%		4/14/2022		4,659				4,644				4,633				7.0	%
Diligent Corporation (Delayed Draw)		(7)		First Lien Term Loan		L + 5.50%		7.56	%		4/14/2022		123				123				122				0.2	%
Diligent Corporation (Delayed Draw)		(7)		First Lien Term Loan		L + 5.50%		7.56	%		4/14/2022		349				348				347				0.5	%
E2Open LLC		(7)		First Lien Term Loan		L + 5.75%		7.66	%		11/26/2024		3,990				3,953				3,941				6.0	%
Lion Merger Sub, Inc		(7)		First Lien Term Loan		L + 5.25%		7.15	%		12/17/2025		6,930				6,870				6,836				10.3	%
MBS Holdings Inc				First Lien Term Loan		L + 4.25%		6.05	%		7/2/2023		6,403				6,379				6,404				9.7	%
North Haven CS Acquisition Inc				First Lien Term Loan		L + 5.25%		7.68	%		1/23/2025		6,947				6,887				6,943				10.5	%
Saba Software Inc		(7)		First Lien Term Loan		L + 4.50%		6.30	%		5/1/2023		6,629				6,614				6,555				9.9	%
Velocity Technology Solutions Inc		(7)		First Lien Term Loan		L + 6.00%		7.94	%		12/7/2023		3,970				3,949				3,916				5.9	%
Total High Tech Industries																	42,726				42,684				64.5	%
Retail
Pet Holdings ULC		(8)		First Lien Term Loan		L + 5.50%		7.60	%		7/5/2022		2,647				2,623				2,641				4.0	%
Pet Holdings ULC (Delayed Draw)		(8)		First Lien Term Loan		L + 5.50%		7.60	%		7/5/2022		298				296				298				0.5	%
Pet Supplies Plus LLC				First Lien Term Loan		L + 4.50%		6.24	%		12/12/2024		5,950				5,900				5,942				9.0	%
Total Retail																	8,819				8,881				13.5	%

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NUVEEN CHURCHILL BDC INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2019

(dollars in thousands)

Portfolio Company (1) (2) (3) (10)		Footnotes		Investment		Spread Above Reference Rate (4)		Interest Rate (4)			Maturity Date		Par Amount				Amortized Cost				Fair Value (5)				% of Net Assets (6)
Road and Rail
GlobalTranz Enterprises LLC				First Lien Term Loan		L + 5.00%		6.79	%		5/15/2026		2,279				2,236				2,210				3.3	%
Total Road and Rail																	2,236				2,210				3.3	%
Services: Business
Eliassen Group LLC				First Lien Term Loan		L + 4.50%		6.30	%		11/5/2024		3,626				3,610				3,611				5.5	%
LSCS Holdings Inc				First Lien Term Loan		L + 4.25%		6.19	%		3/16/2025		1,824				1,818				1,803				2.7	%
LSCS Holdings Inc (Delayed Draw)				First Lien Term Loan		L + 4.25%		6.31	%		3/16/2025		428				427				423				0.6	%
Output Services Group Inc				First Lien Term Loan		L + 4.50%		6.30	%		3/27/2024		3,952				3,939				3,903				5.9	%
Output Services Group Inc (Delayed Draw)		(9)		First Lien Term Loan		L + 4.50%		—	%		3/27/2024		24				—				—				—	%
Worldwide Clinical Trials Holdings Inc				First Lien Term Loan		L + 4.50%		6.30	%		12/5/2024		3,980				3,961				3,947				6.0	%
Total Services: Business																	13,755				13,687				20.7	%
Services: Consumer
NJEye LLC				First Lien Term Loan		L + 4.50%		6.30	%		9/17/2024		2,091				2,074				2,080				3.1	%
NJEye LLC (Delayed Draw)				First Lien Term Loan		L + 4.50%		6.42	%		9/16/2024		882				524				527				0.8	%
Total Services: Consumer																	2,598				2,607				3.9	%
Telecommunications
Ensono LP				First Lien Term Loan		L + 5.25%		7.05	%		6/27/2025		2,462				2,444				2,450				3.7	%
Mobile Communications America Inc				First Lien Term Loan		L + 4.25%		6.21	%		3/4/2025		3,976				3,958				3,989				6.0	%
Sapphire Telecom Inc		(7)		First Lien Term Loan		L + 5.25%		7.27	%		11/20/2025		6,930				6,871				6,859				10.4	%
Total Telecommunications																	13,273				13,298				20.1	%
Transportation: Cargo
ENC Holding Corporation				First Lien Term Loan		L + 4.00%		5.94	%		5/30/2025		4,193				4,184				4,209				6.4	%
Total Transportation: Cargo																	4,184				4,209				6.4	%
Total Debt Investments																	178,754				178,780				270.0	%
Total Investments																	$	178,754			$	178,780			270.0	%

_______________

(1)	Denotes that all or a portion of the assets are owned by SPV I. SPV I has entered into a senior secured revolving credit facility (the “Financing Facility”). The lenders of the Financing Facility have a first lien security interest in substantially all of the assets of SPV I. Accordingly, such assets are not available to creditors of the Company.

(2)

All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940 (the "1940 Act"). The provisions of the 1940 Act classify investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s voting securities and “controlled” when the Company owns more than 25% of the portfolio company’s voting securities. The provisions of the 1940 Act also

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(3)	Unless otherwise indicated, issuers of debt held by the Company are domiciled in the United States.

(4)

The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or "L") which reset monthly or quarterly. For each such investment, the Fund has provided the spread over LIBOR and the current contractual interest rate in effect at December 31, 2019. As of December 31, 2019, rates for 1M L, 3M L and 6M L are 1.76%, 1.91%, and 1.91% respectively.

(5)	Investment valued using unobservable inputs (Level 3).

(6)	Percentage is based on net assets of $66,211 as of December 31, 2019.

(7)	The cash rate equals the approximate current yield on our last-out portion of the unitranche facility.

(8)	Non-U.S. Company. The principal place of business for Pet Holdings ULC is Canada.

(9)	Position is an unfunded loan commitment, and no interest is being earned. The investment may be subject to an unused/letter of credit facility fee.

(10)	Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act, unless otherwise noted. As of December 31, 2019, the Company did not hold any "restricted securities" under the Securities Act.

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NUVEEN CHURCHILL BDC INC.

SCHEDULE OF INVESTMENTS

December 31, 2018

(dollars in thousands)

Portfolio Company (1) (2) (3) (12)		Footnotes		Investment		Spread Above Reference Rate (4)			Interest Rate (4)			Maturity Date		Par Amount				Amortized Cost				Fair Value (5)				% of Net Assets (6)
Investments
Debt Investments - 228.8%
Aerospace & Defense
MAG DS Corp				First Lien Term Loan		L + 4.75%			7.27	%		6/6/2025		$	2,985			$	2,958			$	2,947			4.2	%
Novaria Holdings LLC				First Lien Term Loan		L + 4.75%			7.26	%		12/19/2024		3,204				3,172				3,173				4.4	%
Novaria Holdings LLC (Delayed Draw)		(7) (8) (11)		First Lien Term Loan		—			—	%		12/19/2024		—				(12		)		(12		)		—	%
Total Aerospace & Defense																		6,118				6,108				8.6	%
Automotive
Rough Country, LLC				First Lien Term Loan		L + 3.75%			6.27	%		5/25/2023		2,748				2,748				2,732				3.9	%
TruRoad Holdings Inc.				First Lien Term Loan		L + 5.25%			7.64	%		8/7/2024		7,092				7,025				7,006				9.9	%
TruRoad Holdings Inc. (Delayed Draw)				First Lien Term Loan		L + 5.25%			7.63	%		8/7/2024		178				178				165				0.2	%
Total Automotive																		9,951				9,903				14.0	%
Banking, Finance, Insurance, Real Estate
Kestra Financial Inc				First Lien Term Loan		L + 4.25%			6.76	%		6/24/2022		2,694				2,694				2,693				3.8	%
MTC Intermediate Holdco Inc				First Lien Term Loan		L + 4.50%			7.02	%		1/30/2023		3,369				3,339				3,369				4.8	%
North Haven CA Holdings Inc.				First Lien Term Loan		L + 4.50%			7.02	%		10/1/2023		5,710				5,654				5,659				8.0	%
Northern Star Industries Inc				First Lien Term Loan		L + 4.75%			7.55	%		3/28/2025		1,697				1,690				1,646				2.3	%
Total Banking, Finance, Insurance, Real Estate																		13,377				13,367				18.9	%
Beverage, Food & Tobacco
KSLB Holdings LLC				First Lien Term Loan		L + 4.50%			7.02	%		7/30/2025		3,000				2,972				2,966				4.2	%
Total Beverage, Food & Tobacco																		2,972				2,966				4.2	%
Capital Equipment
MSHC Inc (Delayed Draw)		(7) (11)		First Lien Term Loan		—			—	%		7/31/2023		—				—				(7		)		—	%
Total Capital Equipment																		—				(7		)		—	%

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NUVEEN CHURCHILL BDC INC.

SCHEDULE OF INVESTMENTS (continued)

December 31, 2018

(dollars in thousands)

Portfolio Company (1) (2) (3) (12)		Footnotes		Investment		Spread Above Reference Rate (4)			Interest Rate (4)			Maturity Date		Par Amount				Amortized Cost				Fair Value (5)				% of Net Assets (6)
Construction & Building
COP GNAP Holdings Inc.				First Lien Term Loan		L + 4.50%			7.03	%		11/1/2024		4,407				4,364				4,366				6.2	%
COP GNAP Holdings Inc. (Delayed Draw)				First Lien Term Loan		L + 4.50%			7.29	%		11/1/2024		1,810				1,784				1,785				2.5	%
Fastener Acquisition Inc.				First Lien Term Loan		L + 4.25%			6.93	%		3/21/2025		6,233				6,205				6,161				8.7	%
SPI LLC				First Lien Term Loan		L + 5.50%			8.30	%		11/1/2023		4,400				4,357				4,358				6.2	%
Total Construction & Building																		16,710				16,670				23.6	%
Consumer Goods: Durable
EagleTree-Carbide Acquisition Corp				First Lien Term Loan		L + 4.25%			7.05	%		8/28/2024		2,971				2,961				2,956				4.2	%
Halo Buyer Inc.				First Lien Term Loan		L + 4.50%			7.02	%		6/30/2025		4,201				4,162				4,133				5.8	%
Halo Buyer Inc. (Delayed Draw)				First Lien Term Loan		L + 4.50%			7.02	%		6/30/2025		1,769				1,769				1,741				2.5	%
Total Consumer Goods: Durable																		8,892				8,830				12.5	%
Consumer Goods: Non-durable
Kramer Laboratories Inc				First Lien Term Loan		L + 5.50%			8.30	%		6/22/2024		2,985				2,958				2,985				4.2	%
Total Consumer Goods: Non-durable																		2,958				2,985				4.2	%
Containers, Packaging & Glass
Brook & Whittle Holding Corp		(9)		First Lien Term Loan		L + 5.25%			7.84	%		10/17/2024		2,813				2,786				2,785				4.0	%
Good2Grow LLC				First Lien Term Loan		L + 4.25%			6.88	%		11/16/2024		3,950				3,911				3,912				5.5	%
Midwest Can Company LLC				First Lien Term Loan		L + 5.00%			7.56	%		4/11/2024		2,388				2,367				2,343				3.3	%
Resource Label Group LLC				First Lien Term Loan		L + 4.50%			6.90	%		5/26/2023		1,779				1,761				1,762				2.5	%
Total Containers, Packaging & Glass																		10,825				10,802				15.3	%
Energy: Electricity
Brave Parent Holdings Inc				First Lien Term Loan		L + 4.00%			6.52	%		4/18/2025		915				913				891				1.3	%
Total Energy: Electricity																		913				891				1.3	%
Healthcare & Pharmaceuticals
Radiology Partners Inc		(9)		First Lien Term Loan		L + 4.25%			6.87	%		7/9/2025		2,993				2,965				2,960				4.2	%
Total Healthcare & Pharmaceuticals																		2,965				2,960				4.2	%

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NUVEEN CHURCHILL BDC INC.

SCHEDULE OF INVESTMENTS (continued)

December 31, 2018

(dollars in thousands)

Portfolio Company (1) (2) (3) (12)		Footnotes		Investment		Spread Above Reference Rate (4)			Interest Rate (4)			Maturity Date		Par Amount				Amortized Cost				Fair Value (5)				% of Net Assets (6)
High Tech Industries
Diligent Corporation		(9)		First Lien Term Loan		L + 5.50%			8.09	%		4/14/2022		4,706				4,685				4,655				6.6	%
Diligent Corporation (Delayed Draw)		(9)		First Lien Term Loan		L + 5.50%			8.03	%		4/14/2022		124				124				123				0.2	%
Diligent Corporation (Delayed Draw)		(9)		First Lien Term Loan		L + 5.50%			8.39	%		4/14/2022		353				351				349				0.5	%
LRN Corporation		(9)		First Lien Term Loan		L + 5.50%			8.04	%		12/17/2025		7,000				6,930				6,931				9.8	%
MBS Holdings Inc.				First Lien Term Loan		L + 4.25%			6.77	%		7/2/2023		6,466				6,435				6,403				9.0	%
Orbit Purchaser LLC				First Lien Term Loan		L + 4.50%			7.17	%		10/21/2024		5,406				5,353				5,354				7.6	%
Orbit Purchaser LLC (Delayed Draw)		(7) (8) (11)		First Lien Term Loan		—			—	%		10/21/2024		—				(15		)		(15		)		—	%
Saba Software Inc.		(9)		First Lien Term Loan		L + 4.50%			7.02	%		5/1/2023		6,996				6,969				6,913				9.7	%
Total High Tech Industries																		30,832				30,713				43.4	%
Media: Advertising, Printing & Publishing
Iconic Group Inc				First Lien Term Loan		L + 5.00%			7.51	%		5/15/2024		1,353				1,341				1,328				1.9	%
Total Media: Advertising, Printing & Publishing																		1,341				1,328				1.9	%
Retail
Pet Holdings ULC		(10)		First Lien Term Loan		L + 5.50%			7.90	%		7/5/2022		2,675				2,641				2,615				3.7	%
Pet Holdings ULC (Delayed Draw)		(10)		First Lien Term Loan		L + 5.50%			7.90	%		7/5/2022		301				298				295				0.4	%
Pet Supplies Plus LLC				First Lien Term Loan		L + 4.50%			7.28	%		12/12/2024		6,010				5,951				5,951				8.4	%
Total Retail																		8,890				8,861				12.5	%
Services: Business
Convey Health Solutions Inc				First Lien Term Loan		L + 4.00%			6.46	%		11/16/2024		7,000				6,931				6,966				9.8	%
Eliassen Group LLC				First Lien Term Loan		L + 4.50%			7.02	%		11/5/2024		2,400				2,388				2,388				3.4	%
LSCS Holdings Inc				First Lien Term Loan		L + 4.25%			6.96	%		3/12/2025		1,829				1,821				1,817				2.6	%
LSCS Holdings Inc (Delayed Draw)				First Lien Term Loan		L + 4.25%			6.96	%		3/12/2025		429				427				426				0.6	%
Output Services Group Inc				First Lien Term Loan		L + 4.25%			6.77	%		3/26/2024		3,493				3,480				3,420				4.8	%
Output Services Group Inc (Delayed Draw)		(7) (11)		First Lien Term Loan		L + 4.25%			—	%		3/26/2024		—				—				(11		)		—	%
Total Services: Business																		15,047				15,006				21.2	%

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NUVEEN CHURCHILL BDC INC.

SCHEDULE OF INVESTMENTS (continued)

December 31, 2018

(dollars in thousands)

Portfolio Company (1) (2) (3) (12)		Footnotes		Investment		Spread Above Reference Rate (4)			Interest Rate (4)			Maturity Date		Par Amount				Amortized Cost				Fair Value (5)				% of Net Assets (6)
Services: Consumer
NJEye LLC				First Lien Term Loan		L + 4.50%			7.02	%		9/17/2024		2,112				2,092				2,094				2.9	%
NJEye LLC (Delayed Draw)		(7) (8) (11)		First Lien Term Loan		—			—	%		9/16/2024		—				(8		)		(8		)		—	%
Total Services: Consumer																		2,084				2,086				2.9	%
Telecommunications
Ensono LP				First Lien Term Loan		L + 5.25%			7.77	%		6/27/2025		2,487				2,466				2,467				3.5	%
Sapphire Telecom Inc.		(9)		First Lien Term Loan		L + 5.25%			7.89	%		11/20/2025		7,000				6,931				6,933				9.8	%
Total Telecommunications																		9,397				9,400				13.3	%
Transportation: Cargo
ENC Holding Corporation				First Lien Term Loan		L + 4.00%			6.80	%		5/30/2025		3,990				3,981				3,951				5.6	%
ENC Holding Corporation (Delayed Draw)		(7) (8) (11)		First Lien Term Loan		—			—	%		5/30/2025		—				(1		)		(2		)		—	%
REP WWEX Acquisition Parent LLC				First Lien Term Loan		L + 4.00%			6.87	%		2/5/2024		5,916				5,887				5,851				8.3	%
Transportation Insight LLC				First Lien Term Loan		L + 4.50%			7.02	%		12/18/2024		2,102				2,081				2,080				2.9	%
Total Transportation: Cargo																		11,948				11,880				16.8	%
Wholesale
Ahead LLC				First Lien Term Loan		L + 4.25%			6.87	%		6/29/2023		7,012				6,981				7,100				10.0	%
Total Wholesale																		6,981				7,100				10.0	%
Total Debt Investments																		162,201				161,849				228.8	%
Total Investments																		$	162,201			$	161,849			228.8	%
Cash Equivalents - 3.0%
Cash Equivalents														2,139				$	2,139			$	2,139			3.0	%
Total Cash Equivalents																		$	2,139			$	2,139			3.0	%
Total Investments and Cash Equivalents - 231.8%																		$	164,340			$	163,988			231.8	%

_______________

(1)	Denotes that all or a portion of the assets are owned by the Company’s wholly owned subsidiary, SPV I. SPV I has entered into a senior secured revolving credit facility. The lenders of the SPV I Credit Facility have a first lien security interest in substantially all of the assets of SPV I. Accordingly, such assets are not available to creditors of the Company.

(2)

All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940 (the "1940 Act"). The provisions of the 1940 Act classify investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s voting securities and “controlled” when the Company owns more than 25% of the portfolio company’s voting securities. The provisions of the 1940 Act also

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(3)	Unless otherwise indicated, issuers of debt held by the Company are domiciled in the United States.

(4)

The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or "L") which reset monthly or quarterly. For each such investment, the Fund has provided the spread over LIBOR and the current contractual interest rate in effect at December 31, 2018. As of December 31, 2018, rates for 1M L, 3M L and 6M L are 2.52%, 2.80%, and 2.87% respectively.

(5)	Investment valued using unobservable inputs (Level 3).

(6)	Percentage is based on net assets of $70,753 as of December 31, 2018.

(7)	The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(8)	The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(9)	The cash rate equals the approximate current yield on our last-out portion of the unitranche facility.

(10)	Non-U.S. Company. The principal place of business for Pet Holdings ULC is Canada.

(11)	Position is an unfunded loan commitment, and no interest is being earned. The investment may be subject to an unused/letter of credit facility fee.

(12)	Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act, unless otherwise noted. As of December 31, 2018, the Company did not hold any "restricted securities" under the Securities Act.

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•	Level 1 — Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

•	Level 2 — Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•	Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

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i.	the quarterly valuation process will begin with each portfolio company or investment being initially valued by the professionals of the applicable Investment Team that are responsible for the portfolio investment;

ii.	preliminary valuation conclusions will then be documented and approved by the applicable Investment Team’s Investment Committee;

iii.	one or more third-party valuation firms engaged by, or on behalf of, the Board will provide positive assurance on portions of the portfolio each quarter (such that each investment will be reviewed by a third-party valuation firm at least once on a rolling 12-month basis), including a review of management’s preliminary valuation and recommendation of fair value;

iv.	the Audit Committee will review the valuations approved by the applicable Investment Team’s Investment Committee and, where appropriate, the independent valuation firm(s) and recommend those values to the Board; and

v.	the Board will then discuss valuations and determine the fair value of each investment in our portfolio in good faith, based on the input of the applicable Investment Team, and, where appropriate, the respective independent valuation firm(s) and the Audit Committee.

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As of December 31, 2019	Level 1		Level 2		Level 3			Total
Assets:
First Lien Term Loans					178,780			$	178,780
Total					178,780			$	178,780

As of December 31, 2018	Level 1			Level 2		Level 3			Total
Assets:
First Lien Term Loans						161,849			$	161,849
Cash Equivalents	2,139								2,139
Total	2,139					161,849			$	163,988

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As of December 31, 2019	First Lien Term Loans
Fair value, beginning of period	$	161,849
Purchase of investments	107,122
Proceeds from principal repayments and sales of investments	(91,273		)
Amortization of premium/accretion of discount, net	214
Net realized gain on investments	490
Net change in unrealized appreciation on investments	378
Fair value, end of period	$	178,780
Net change in unrealized appreciation on non-controlled/non-affiliate company investments still held at December 31, 2019	359

As of December 31, 2018	First Lien Term Loans
Fair value, beginning of period	$	—
Purchase of investments	173,510
Proceeds from principal repayments and sales of investments	(11,456		)
Amortization of premium/accretion of discount, net	68
Net realized gain on investments	79
Net change in unrealized depreciation on investments	(352		)
Fair value, end of period	$	161,849
Net change in unrealized depreciation on non-controlled/non-affiliate company investments still held at December 31, 2018	352

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(1)	As of December 31, 2018, $55,400 of First Lien Term Loans were recent trades and are held at accreted cost which represents fair value.

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•	no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle rate of 1.50% (6% annually);

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•

100% of the Company’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.76% in any calendar quarter following an Exchange Listing. The Company refers to this portion of the Company’s pre-incentive fee net investment income as the “catch-up” provision. Following an Exchange Listing, the catch-up is meant to provide the Adviser with 15.0% of the pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.76% in any calendar quarter; and

•	following an Exchange Listing, 15.0% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.76% in any calendar quarter.

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For the Year Ended		Expense Payment by Adviser			Reimbursement Payments to Adviser			Unreimbursed Expense Payments
December 31, 2018		—			—			—
December 31, 2019		1,696			—			1,696

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	December 31, 2019
Total Commitment	$	175,000
Borrowings Outstanding	118,435
Unused Portion (1)	56,565
Amount Available (2)	52,779

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(1)	The unused portion is the amount upon which commitment fees are based.

(2)	Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

	December 31, 2018
Total Commitment	$	175,000
Borrowings Outstanding	87,335
Unused Portion (1)	87,665
Amount Available (2)	82,500

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(1)	The unused portion is the amount upon which commitment fees are based.

(2)	Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

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	December 31, 2019
Borrowing interest expense	$	5,938
Unused fees	365
Amortization of annual commitment fee	443
Total interest and debt financing expenses	$	6,746
Average interest rate	4.8		%
Average daily borrowings	$	130,924

	December 31, 2018
Borrowing interest expense	$	1,236
Unused fees	866
Amortization of annual commitment fee	100
Total interest and debt financing expenses	$	2,202
Average interest rate	7.7		%
Average daily borrowings	$	27,456

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Portfolio Company		December 31, 2019				December 31, 2018
Blackbird Purchaser Inc		$	640			$	—
Brillio LLC		1,000				—
COP GNAP Holdings Inc.		—				783
ENC Holding Corporation		—				243
MSHC Inc.		—				900
NJEye LLC		351				882
North Haven Spartan US Holdco LLC		1,228				—
Novaria Holdings LLC		—				1,232
Orbit Purchaser LLC		—				1,581
Output Services Group Inc		24				517
TailWind Randys LLC		500				—
TruRoad Holdings Inc.		—				838
Unified Physician Management LLC		432				—
Total unfunded commitments		$	4,175			$	6,976

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	December 31, 2019				December 31, 2018
Per share data:
Net asset value at beginning of period	$	19.48			$	—
Net investment income(1)	1.58				0.86
Net realized gain (loss)	0.12				—
Net change in unrealized appreciation (depreciation)(1)	0.09				(0.14		)
Net increase (decrease) in net assets resulting from operations(1)	1.79				0.72
Stockholder distributions from income(2)	(1.46		)		(0.33		)
Issuance of preference shares	—				19.33
Other(6)	0.19				(0.24		)
Net asset value at end of period	$	20.00			$	19.48
Net assets at end of period	$	66,211			70,753
Shares outstanding at end of period(1)	3,310,590				3,631,300
Total return(3)	10.39		%		2.48		%
Ratio/Supplemental data:
Ratio of net expenses to average net assets(4)	11.71		%		6.01		%
Ratio of net investment income to average net assets(4)	8.37		%		3.67		%
Portfolio turnover(5)	46.17		%		13.56		%

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(1)	The per share data was derived by using the weighted average shares outstanding during the period. For all periods prior to December 31, 2019 the number of shares outstanding has been reduced retroactively by a factor of 0.05717. This factor represents the effective impact of the reduction in shares resulting from the Merger, as all entities are under common control.

(2)	The per share data for distributions reflects the actual amount of distributions declared during the period.

(3)	Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share, if any, divided by the beginning NAV per share. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at the quarter end NAV per share preceding the distribution.

(4)	Ratios are annualized except for expense support amounts relating to organizational costs. The ratio of total operating expenses to average net assets was 13.92% on an annualized basis, excluding the effect of expense support which represented (2.21%) of average net assets. Average net assets is calculated utilizing quarterly net assets.

(5)	Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the periods reported.

(6)	Includes the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on shares outstanding as of a period end or transaction date.

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ITEM 14.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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ITEM 15.	FINANCIAL STATEMENTS AND EXHIBITS

(a)	List separately all financial statements filed

(b)	Exhibits

3.1		Articles of Incorporation (1)
3.2		Articles of Amendment and Restatement*
3.3		Bylaws*
3.4		Certificate of Merger of Churchill Middle Market CLO V Ltd.*
4.1		Form of Subscription Agreement*
4.2		Form of Stock Certificate*
10.1		Investment Advisory Agreement between the Fund and the Adviser*
10.2		Sub-Advisory Agreement between the Adviser the Sub-Adviser*
10.3		Administration Agreement between the Fund and the Administrator*
10.4		Custody Agreement between the Fund and U.S. Bank National Association*
10.5		Dividend Reinvestment Plan*
10.6		Expense Support Agreement between the Fund and the Adviser*
10.7		Transfer Agent Servicing Agreement between the Fund and U.S. Bancorp Fund Services, LLC*
10.8		Agreement and Plan of Merger*
10.9		Amended and Restated Loan and Security Agreement by and among Nuveen Churchill BDC Inc., as collateral manager, each of the borrowers from time to time party thereto, each of the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, and U.S. Bank National Association as collateral agent*
16.1		Letter dated January 29, 2020 from Grant Thornton LLP to the Securities and Exchange Commission*
21.1		List of Subsidiaries*

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*	Filed herewith.

(1)	Previously filed on December 23, 2019 with the Registrant’s Registration Statement on Form 10 (File No. 000-56133) and incorporated by reference herein.

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