Nuveen Churchill Direct Lending Corp. (NCDL) Q3 2026 Earnings Report, Transcript and Summary

Welcome to Nuveen Churchill Direct Lending Corp.'s Third Quarter 2026 Earnings Call. [Operator Instructions] As a reminder, this conference call is being recorded for replay purposes. I'd like to turn the call over to Robert Paun, Head of Investor Relations for NCDL. Robert, please go ahead.

Good morning, and welcome to Nuveen Churchill Direct Lending Corp.'s Third Quarter 2026 Earnings Call. Today, I'm joined by NCDL's Chairman, President and CEO, Ken Kencel; Chief Financial Officer and Treasurer, Shai Vichness, as well as other members of the management team. Following our prepared remarks, we will be available to take your questions. Today's call may include forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the company, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict. Actual results may differ materially from those expressed or forecasted in the forward-looking statements. We ask that you refer to the company's most recent filings with the SEC for important risk factors. Any forward-looking statements made today do not guarantee future performance, and undue reliance should not be placed on them. The company assumes no obligation to update any forward-looking statements at any time. Our earnings release, 10-Q and supplemental earnings presentation are available on the News and Investors sections of our website at ncdl.com. Now I would like to turn the call over to Ken.

Thank you, Robert. Good morning, everyone, and thank you all for joining us today. During my prepared remarks, I will start with a discussion of our third quarter financial results, followed by some comments on the current market environment, our deal activity during the quarter and our portfolio positioning. Starting with our financial results for the quarter. Our investment portfolio continues to perform well, and our operating performance was in line with expectations. This morning, we reported net investment income of $0.38 per share and adjusted net investment income of $0.39 per share for the third quarter, which fully covered our regular quarterly distribution of $0.36 per share. Based on our results, our Board declared a total fourth quarter distribution of $0.38 per share, which consists of a regular quarterly distribution of $0.36 per share and a supplemental distribution of $0.02 per share. During the third quarter, gross originations totaled approximately $213 million compared to $12 million in the second quarter. The increase in gross originations quarter-over-quarter was driven by 2 factors: the launch of our Joint Venture, which accounted for $93 million of gross commitments and a rebound in transaction activity compared to the prior quarter, which saw us commit $120 million to new transactions. We continue to see strong asset growth and new originations across the Churchill platform, which I will speak about in more detail later on the call. At September 30, our net asset value of $17.13 per share was relatively stable compared to $17.19 per share at June 30. As we reflect on the current market conditions and economic environment, many of the headlines that emerged in the private credit market have continued during the second half of this year. These headlines continue to be driven by inflationary pressures from geopolitical tensions, AI disruption and the industry's exposure to software companies and still elevated redemption activity in private BDCs. Against this backdrop, however, we believe overall private credit fundamentals and underlying credit quality remains strong with solid interest coverage, low levels of portfolio company leverage and large equity cushions. As we see it, there continues to be a significant disconnect between current fundamentals and what's dominating the headlines, particularly with our investment portfolio and the strength of our credit metrics. Today, the macroeconomic environment is characterized by strong corporate earnings, resilient domestic spending and stable U.S. growth, despite elevated inflation remaining above the Central Bank's 2% target. We believe this remains a constructive environment to deploy capital into high-quality investment opportunities. As far as direct lending spreads, we have seen a stabilization between 475 and 500 over for traditional first lien loans. This has remained relatively consistent following a modest widening of spreads earlier this year. In terms of the interest rate environment, given that inflation remains elevated and above the Central Bank's target, there's been a meaningful shift in rate expectations. Geopolitical tensions have added further upside pressure to the inflation outlook. And therefore, many market participants are expecting additional rate hikes in 2027. We believe our portfolio companies can continue to perform well in a higher-for-longer interest rate environment based on strong interest coverage and flexible capital structures. Additionally, we believe NCDL is well positioned to benefit from the earnings tailwind of higher rates. Overall, we continue to view the private credit and direct lending market as an attractive asset class based on a compelling risk-return profile. Now turning to our investment activity. During the third quarter, private equity M&A activity rebounded modestly compared to a slower second quarter, reflecting a partial market recovery. Although U.S. private equity deal count and deal value increased quarter-over-quarter, LBO activity remains highly selective and relatively light compared to more normalized periods, driven by continued market volatility as buyers navigate elevated borrowing costs, geopolitical uncertainties and AI-driven disruptions. Despite this backdrop, the Churchill platform delivered strong investment activity during the quarter while maintaining our underwriting standards and high level of selectivity. At the platform level, during the third quarter, Churchill closed or committed to over 90 transactions totaling approximately $5 billion, with the majority of that volume concentrated in senior lending. At Churchill, we continue to focus on the traditional core middle market, benefiting from our differentiated sourcing and long-term track record. Additionally, we benefit from being an incumbent lender as existing portfolio companies continue to be a source of deal volume as sponsors pursue inorganic growth through buy-and-build strategies. At the NCDL level, gross investment fundings totaled approximately $134.8 million and repayments and sales totaled approximately $192.4 million, including sales to the Joint Venture of approximately $150 million. As we mentioned on our last call, in July, we successfully closed a Joint Venture with an institutional partner. At closing, NCDL sold a portfolio of approximately $150 million of first lien loans to the Joint Venture. And going forward, we will continue to deploy assets and investments that align with the Churchill platform and NCDL's investment strategy and portfolio allocation. In terms of our investment portfolio and credit quality, overall company performance across our portfolio remains healthy, reflecting the high-quality deal flow we've experienced over the past several years. Credit metrics and fundamentals within the NCDL portfolio remain strong, with portfolio company total net leverage of 5.2x and interest coverage of 2.3x on traditional middle market first lien loans. These credit metrics are a direct result of our conservative structuring and relatively low attachment points that we target when underwriting new transactions. Our weighted average internal risk rating was 4.4 at the end of the third quarter, relatively consistent with prior quarters and versus an ongoing rating of 4.0 for all of our investments at the time of origination. Our internal watch list increased modestly to 11.6% of fair value compared to 10.8% at the end of the second quarter. As a reminder, we employ a dynamic internal risk rating system with a 1 through 10 rating scale. Our watch list starts at a 6 rating, and we ensure that our workout team is involved early on in the process of a potential credit challenge or event. It is important to note that the percentage of watch list names for NCDL remains relatively consistent with the overall Churchill platform and our long-term historical averages. We placed one new name on nonaccrual status during the third quarter with a total cost of $3.9 million and a fair value of $3.1 million. One name was also removed from nonaccrual status following a restructuring of our investment. At September 30, nonaccruals represented 2.6% of our total investment portfolio on a cost basis and 1.5% on a fair value basis. This compares to the prior quarter of 2.7% on a cost basis and 1.5% on a fair value basis. We believe these percentages continue to compare favorably versus current publicly traded BDC industry averages and the long-term historical BDC average. At the end of the third quarter, we had 258 companies in our portfolio, and our top 10 portfolio companies represented 12.4% of the total fair value. Diversification remains a key focus of ours and is critical as we seek to maintain exceptional credit quality and originate additional attractive investment opportunities. We've achieved this diversification with a continued high level of selectivity, facilitated by the significant proprietary deal flow our sourcing engine is able to generate from the breadth and depth of our PE relationships. In summary, we are pleased with our financial results for the quarter and the overall strength of our investment portfolio. Credit quality remains healthy and stable, reflecting our conservative underwriting approach and well-diversified portfolio. As we look ahead, we continue to see attractive financing opportunities, which we are well positioned to take advantage of. In periods of market volatility and economic uncertainty, we believe it is important to remain focused on our core values and pillars that have benefited Churchill since our inception over 20 years ago. We have deep expertise, substantial experience, strong relationships, relevant size and scale and a differentiated approach to sourcing and originating high-quality deal flow. Our ability to navigate these market conditions and environment stems from our experienced investment, operating and management teams. We believe these differentiated advantages position us well in today's environment. For these reasons, we remain confident in the long-term success of NCDL and our ability to reward shareholders with an attractive distribution yield and total return profile. And now I'll turn the call over to Shai to discuss our financial results in more detail.

Thank you, Ken, and good morning, everyone. I will now review our third quarter financial results and portfolio statistics in more detail. NCDL reported net investment income of $0.38 per share in the third quarter compared to $0.41 per share in the prior quarter. Third quarter adjusted NII was $0.39 per share and included a one-time nonrecurring expense of approximately $0.01 per share related to the acceleration of deferred financing costs in connection with our CLO redemption. The modest decline quarter-over-quarter was primarily attributable to an increase in the incentive fee payable as a result of greater NAV stability during the quarter. Total investment income declined slightly to $43.7 million compared to $44.3 million in the second quarter of this year. This was primarily driven by the modest decline in the size of our investment portfolio quarter-over-quarter. At September 30, our gross debt-to-equity ratio was 1.23x compared to 1.29x at June 30 of this year, and our net debt-to-equity ratio was 1.17x compared to 1.23x at the end of the second quarter. We paid our third quarter distribution of $0.38 per share in October. And for the fourth quarter, our Board has declared another $0.38 per share distribution. This consists of a regular quarterly distribution of $0.36 per share and a supplemental distribution of $0.02 per share. Both distributions will be paid on January 28, 2027, to shareholders of record as of December 31. As a reminder, we continue to operate with a base plus supplemental distribution program that sees us paying out a portion of our excess earnings over and above the regular distribution of $0.36 per share. For the most recent quarter, we generated $0.03 per share of incremental adjusted earnings above our regular distribution, and we are distributing $0.02 per share of the excess earnings in the form of a supplemental distribution. Our total GAAP net income in the third quarter was $0.32 per share compared to $0.07 per share in the second quarter of this year. Third quarter net income included $0.06 of net realized and unrealized losses. Net realized losses of $0.08 per share for the quarter were primarily due to the amendment and restructuring of 2 underperforming debt positions, which were partially offset by a $2 million realized gain associated with an equity realization during the quarter. Net realized losses were partially offset by unrealized gains of approximately $0.02 per share. And similar to prior quarters, market spreads remained relatively stable throughout the quarter. Net asset value was $17.13 per share at September 30 compared to $17.19 per share at June 30, representing a modest 0.3% decline quarter-over-quarter largely due to the impact of net realized and unrealized losses during the quarter. As of September 30, NCDL's investment portfolio had a fair value of $1.9 billion, in line with the end of the second quarter. Gross originations totaled $213.3 million and gross investment fundings totaled $134.8 million compared to $12.1 million and $24.8 million of gross originations and gross investment fundings, respectively, in the second quarter of 2026. Investment activity increased quarter-over-quarter, driven by a meaningful pickup in deals reviewed late in the second quarter as we discussed on our prior earnings call as well as the impact of our investment in our newly formed joint venture. Additionally, we funded more deals and increased hold sizes following the sale of assets to our JV. As we highlighted in our previous call, in July, we partnered with an institutional investor to form a joint venture with a total commitment of up to $106 million. NCDL committed 87.5% of the equity to the joint venture with our partner committing the remainder. At closing, we and the partner contributed $40.7 million and $5.8 million, respectively, to the JV. And concurrently, we sold a portfolio of approximately $150 million first lien loans to the joint venture. At September 30, the fair value of investments in the Joint Venture was $147.5 million and the weighted average yield was 9.2%. The annualized return on NCDL's investment during the third quarter was an attractive 13.6%. We've added a new slide in our earnings presentation this quarter with further details on the portfolio of the Joint Venture and we'll continue to provide information on the JV's portfolio going forward. We expect to continue to ramp the Joint Venture towards a portfolio of approximately $300 million over the coming quarters. The leverage employed to the Joint Venture, together with its high quality and diversified portfolio, which we believe will be accretive to NCDL's earnings profile and provide enhanced operating flexibility. Additionally, the Joint Venture provides NCDL with incremental capacity to deploy into our attractive pipeline of deal flow. During the third quarter, sales and repayments totaled $192.4 million, which included asset sales to the Joint Venture of approximately $150 million. We had full repayments on 2 larger positions within NCDL totaling $27 million and partial prepayments for another $16 million. Similar to recent quarters, we have been actively reinvesting capital received from repayments with a view towards maintaining leverage at the upper end of our target range. Additionally, we remain focused on redeploying capital into traditional middle market transactions across the capital structure with the majority of new investments into senior secured first lien loans. At September 30, our total investment portfolio consisted of 258 names compared to 244 names at the end of the second quarter. Diversification across portfolio companies and position size remains a key focus of ours with our top 10 portfolio companies, excluding the investment in the joint venture, representing only 12.4% of the fair value of the portfolio. Our largest exposure is only 1.6% of the total portfolio, and our average position size remains at 0.4%. As far as asset deployment and selection go, during the third quarter, our new originations were spread across senior first lien loans and equity positions. As we previously mentioned, we are intentionally deploying more dollars into equity co-investments as opposed to junior debt with a focus on slightly increasing the percentage of equity in the portfolio to drive capital appreciation within NCDL without changing the proportion of senior loan investments in the portfolio. Spreads on new investments in the third quarter were relatively consistent with the prior quarter with the average spread on new first lien loans at approximately 480 basis points, with spreads largely range-bound throughout 2026 in the 475 to 500 over range. Our weighted average yield on debt and income-producing investments at cost was 9.7% during the quarter compared to 9.3% in the prior quarter. The increase quarter-over-quarter was primarily due to the increase in base rates at quarter end compared to June 30, together with the accretive benefits of our investment in the joint venture. In terms of portfolio allocation, at September 30, first lien loans represented 87.1% of the total portfolio while junior debt and equity comprised 7.6% and 3.1%, respectively. And our newly formed Joint Venture now represents 2.2% of the total portfolio, which is primarily focused on first lien loans. On a look-through basis to the Joint Venture, our allocation strategy remains unchanged as we continue to target a portfolio comprised of roughly 90% senior loans with the balance allocated to junior debt and equity. We strongly believe that our focus on traditional middle market segment will benefit NCDL shareholders over the long term as we see meaningfully higher spreads and tighter documentation terms in the traditional middle market as compared to the upper middle and BSL markets. Turning to credit quality. We continue to be very pleased with the overall health and strength of our investment portfolio. During the quarter, we placed one new portfolio company on nonaccrual status, with a cost basis of $3.9 million and a fair value of $3.1 million. One portfolio company was also removed from nonaccrual status following restructuring of that position. At the end of the third quarter, NCDL had 9 total names on nonaccrual, representing 1.5% on a fair value basis and 2.6% at cost. This compares to 1.5% and 2.7% of the portfolio at fair value and costs, respectively, as of the end of the second quarter. Our portfolio continues to perform well and in line with our expectations. At September 30, our weighted average internal risk rating was 4.4 consistent with the prior quarter, and our watch list consisting of names with an internal risk rating of 6 or worse increased slightly to 11.6% at the end of the third quarter compared to 10.8% at the end of the second quarter, driven by 2 new additions to the watch list. Finally, our conservative approach to underwriting is highlighted by our weighted average net leverage across the portfolio of 5.2x and interest coverage of 2.3x as of the end of the third quarter. Looking at NCDL's leverage profile, our debt-to-equity ratio at September 30 was 1.23x gross compared to 1.29x at the end of June 30 and on a net basis, 1.17x at September 30, net of our cash position at quarter end. The reduction in gross and net leverage was driven primarily by the sale of assets into the joint venture, the proceeds of which we used to repay leverage at the BDC and to make new investments. As we look ahead to the ongoing deployment within the Joint Venture, we will look to maintain leverage at the BDC level towards the upper end of our target range of 1 to 1.25x debt to equity. We will also look to maintain optimal leverage within the Joint Venture in the range of 2.25x debt to equity. In addition to the launch of the Joint Venture, we also completed a successful $100 million tap of our existing 2030 unsecured notes, which brings the aggregate amount of unsecured notes issued by NCDL to $400 million. As we mentioned on our last call, TIAA purchased 100% of the notes issued, showing a strong sign of ongoing support from our parent company. Also, in connection with the tap, we entered into an interest rate swap covering the incremental issuance resulting in NCDL paying a floating rate of SOFR plus 2.55% on the incremental debt which matures on March 15, 2030, together with the existing $300 million of unsecured notes issued in 2025. As of September 30, unsecured debt represents approximately 38% of NCDL's outstanding debt and our weighted average cost of debt stood at SOFR plus 187 basis points. And finally, with respect to our $50 million share repurchase program that we put in place earlier this year, the company purchased approximately 278,000 shares after quarter end through the period ended October 30. The purchases were made at an average price of roughly $10.76 per share for a total of approximately $3 million, leaving $47 million available for ongoing purchases under the program. With that, I'll turn it back to Ken for closing remarks.

Thank you, Shai. In closing, we continue to believe NCDL remains in a position of strength based on a high-quality, well-diversified portfolio, experienced investment team and solid balance sheet. Additionally, we continue to benefit from our competitive positioning and advantages in the core middle market as well as our long-term successful track record. As a result, we believe NCDL shares offer a compelling investment opportunity with the stock trading at a meaningful discount to net asset value and an attractive distribution yield. Thank you all for joining us today and for your interest in NCDL. I will now turn the call over to the operator for Q&A.

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions] Our first question comes from Finian O'Shea with Wells Fargo.

A couple on the senior loan fund. The 13.6% return sounds like a pretty good number, seeing if that is expected to be normal. And then if so, can you -- do you disclose the borrowing rate on the senior JV credit facility?

Fin, it's Shai. Thanks for the question. So yes, the 13.6% is comprised of sort of the full return to the BDC on its investment in the JV. So it picks up, obviously, the structured equity effectively, the debt tranches plus the equity residual and then there's an admin fee as well that gets picked up. So that 13.6%, frankly, we think is a reasonably sustainable number. We levered the JV at 2.25 turns out of the gate by dropping down that initial $150 million portfolio, and our goal is to keep that vehicle optimally levered as we move forward. So again, we do think that's a good number. I don't think we disclosed the borrowing rate on the third-party debt in the JV, but it's a very well-structured facility that's attractively priced in today's market. So you can kind of -- it's roughly in line, I would say, with the financing cost on the ABLs up at the BDC level.

Okay. Great. A follow-on on the, I guess, another good part of the story, the equity realized gain you mentioned, if you're able to put any meat on the bone there in terms of how good of an outcome that was? What was the sort of IRR MOIC, how long you've held it and with the rest of that portfolio as it seasons if we should see an ongoing cadence of that?

Yes, that's a great question. So yes, with respect to that realization and kind of what we quote generally for the expected returns around our equity co-investments in the portfolio, and this one was kind of right down the fairway in terms of that story. It's a 3- to 4-year hold, a 2x plus MOIC driving kind of a 20-ish percent IRR. That's sort of what we look for in those transactions. And as we think about that book, which is maturing, right, on the existing portfolio, and we continue to add to the equity co-investment of the allocation in the portfolio and favoring that over fixed rate mezz at this point in the cycle. Our hope is that we get more of those as we go. But this was a great example, right? They're diversified positions. So they're $1 million, $2 million each in terms of the investment size, but the ability to generate a 2x in 3 years, we think, is accretive, and we're looking to do more of that, frankly. But this was a great example of that, and I'm glad you highlighted it.

Yes. Fin, it's Ken. Yes, I would just say, overall, we like the dynamics in the co-invest opportunities we're seeing. Obviously, we need to make sure that they are highly diversified. But as you know, on our platform, as a large LP to today now nearly 400 private equity funds, we do get these co-investment opportunities. They're typically offered to us no fee, no carry. So it's a very attractive dynamic in terms of being able to access co-investments, particularly on deals that we feel provide the kind of returns that are additive to the BDC portfolio. So we're going to continue to lean into that. And as Shai said, I think we favor today the levered senior return and the equity return relative to mezz. I would say we think, obviously, the core senior lending is always going to be the largest portion of the portfolio, kind of 90% or even more. But we do think co-investments offer better risk-adjusted return right now. So we're going to continue to do those, but we're going to do those on a very diversified basis.

Our next question comes from Arren Cyganovich with Truist Securities.

Just wanted to touch on the transaction activity in the quarter. I think you said the platform had $5 billion. It seems like a pretty strong number given the environment. Does that $5 billion, is that all direct lending? Or does that include other areas outside of direct lending?

Yes. Arren, thanks for the question. No, so that's the whole platform deployment, although I can say that 80% plus of that deployment was in the senior direct lending side of our business, which has always been kind of the bulk of the flow with mezz and equity being smaller pieces of the business. Of course, we have the private equity secondaries platform as well and more recently, the capital solutions business that's actively deploying. So when we think about the overall platform, it's that $5 billion number, but senior lending was the bulk of it. And I think that's really just a testament to kind of our positioning in the market, the incumbent portfolio that we have, which provides incremental financing opportunities across the platform as well. But even in what is arguably a still relatively slow private equity M&A environment, we're able to find attractive transactions to deploy into. And in this quarter, in particular, because NCDL had incremental capacity created by the Joint Venture, we were able to deploy effectively against that pipeline, and we hope to continue to do that going forward.

Okay. And you made some share repurchases quarter-to-date in the fourth quarter. What are your expectations there? I know you have to kind of balance that against leverage levels. So just curious as to your thoughts around that versus deploying new money into growing the investment portfolio.

Yes. So I think when we initially disclosed the share repurchase program, right, it's a $50 million program. We spent $3 million of it, but it's designed really to work at sort of essentially an increasing buying percentage as the discount to NAV on the trading price increases, meaning so as the price goes down on the stock, the share repurchase program becomes more active. We haven't disclosed exactly what those levels are, but obviously, we were active in the last 30 days as we saw the share price decline. So it will really depend on kind of how the shares trade, and it's sort of designed to work programmatically to take advantage of that relative value when the shares are attractive for repurchase. But again, as we sit today and kind of where the shares are trading at this minute, we think that, frankly, deploying into the pipeline is also very attractive. So we'll provide disclosure on that on an ongoing basis as we make purchases under the program, and that will give you the context in terms of kind of where it's active and where it's going.

[Operator Instructions] Our next question comes from Melissa Wedel with UBS.

First one, following up quickly on the JV. You talked about that, and it seems like exactly what you sort of previewed on the last earnings call is what happened this quarter with dropping down assets optimizing leverage within that vehicle. Last quarter, you talked about possibly a 12-month period for fully ramping that JV and fulfilling the mezz commitment of capital there. Is that still your view?

Melissa, thanks for the question. Yes, we continue to feel good about that time line. And it's going to sort of come in waves, if you will, right? Because if you think about what the Joint Venture is designed to do, obviously, it's going to participate in the pipeline, and it's also available to acquire assets from the BDC from time to time. So there's really 2 paths to getting deployment within the Joint Venture that we see. And based on, as we talked about, the pipeline that we're seeing, the robust level of deal flow across the platform that the BDC and the JV can participate in, we continue to feel good about that time line, but it's not going to be purely linear, right, on a daily basis. It's going to sort of come in, and you'll see that in the upcoming disclosures that we make as we report the upcoming quarters. But that's sort of the view is that we feel good about deploying that fully within that 12 months that we guided to on the prior call.

Got it. And then a quick follow-up on your answer there. I would think that, as you said, in deployment. I would think the seasonality that we would typically see in the BDC will also play effect -- take effect here. Specifically, fourth quarter tends to be busier. Is that part of what you're referring to?

Yes, that's -- yes, absolutely, that's right. But I think it's sort of a factor of 2 things, right? We want to make sure that we're optimizing leverage both at the BDC level, right, which we've kind of guided historically and continue to guide towards the upper end of our target range and then also making sure that the leverage at the Joint Venture is optimal. So that's really what sort of drives it. But then from a deal flow perspective, you're absolutely right to point out the seasonality. Interestingly, over the course of this year, we've actually seen a little bit less seasonality and reasonable consistency in terms of deployment throughout the year. But again, yes, fourth quarter is typically a seasonally more active quarter for us, and there's no reason to expect much difference this year.

We've reached the end of our question-and-answer session. I would now like to turn the floor back over to Ken Kencel for closing comments.

Yes. Well, thank you again, everyone, for joining us today. We appreciate your interest in NCDL. We believe that it continues to be in a position of strength based on high-quality, well-diversified portfolio, our experienced investment team and our solid balance sheet. We continue to benefit from the competitive positioning and advantages in the core middle market and certainly believe it offers a compelling investment opportunity. Thank you again for joining us today, and appreciate your interest in NCDL.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.