Sec Form 13G Filing - Kuvare Insurance Services LP filing for Nuveen Churchill Direct Lending Corp. (NCDL) - 2023-02-14

Nuveen Churchill Direct Lending Corp.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

 67098R 102

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

1

NAMES OF REPORTING PERSONS

 

 Kuvare Insurance Services LP

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5

SOLE VOTING POWER

 0

6

SHARED VOTING POWER

 2,081,458

7

SOLE DISPOSITIVE POWER

 0

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,081,458

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 8.20%¹

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 PN

1

NAMES OF REPORTING PERSONS

 

 Kuvare Insurance Services LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5

SOLE VOTING POWER

 0

6

SHARED VOTING POWER

 2,081,458

7

SOLE DISPOSITIVE POWER

 0

8

SHARED DISPOSITIVE POWER

 2,081,458

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,081,458

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 8.20%¹

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 OO, HC

Item 1(a).

Name of Issuer:

Nuveen Churchill Direct Lending Corp. (the “Issuer”)

Item 1(b).

Address of Issuer's Principal Executive Offices:

430 Park Avenue, 14th Floor

New York, NY 10022

Item 2(a).

Name of Person Filing:

This Amendment No. 3 to Schedule 13G (this “Third Amendment”) is filed by:

 

Kuvare Insurance Services LP (“KIS”)

Kuvare Insurance Services LLC (“KIS GP”)

 

(each individually a “Reporting Person” and collectively the “Reporting Persons”).

 

KIS provides investment advisory services solely to insurance companies. KIS GP is KIS’s sole general partner.

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which was filed as Exhibit A to the Schedule 13G filed by the Reporting Persons on February 16, 2021, and is incorporated herein by reference.  Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file the Schedule 13G and any amendment thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

        New York, NY 10005

 

        New York, NY 10005

 

Item 2(c).

Citizenship:

KIS: Delaware

KIS GP: Delaware

Item 2(d).

Title of Class of Securities:

Common Stock, $0.01 par value (“Co mmon Stock”)

Item 2(e).

CUSIP Number: 67098R 102

Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

(a)

☐

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

☐

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☐

Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f)

☐

Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g)

☐

Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h)

☐

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐

A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .

Item 4.

Ownership.

(a)

Amount beneficially owned: 

 

KIS: 2,081,458

KIS GP: 2,081,458

 

KIS is an advisor to client accounts which directly hold, in the aggregate, all of the shares of Common Stock reported on this Third Amendment.  KIS has the sole power to vote or to direct the vote of, and the sole power to dispose or to direct the disposition of, these shares.  As the sole general partner of KIS, KIS GP may be deemed to have the power to vote or to direct the vote of, and the sole power to dispose or to direct the disposition of, these shares.

 

Each reporting person disclaims beneficial ownership of the Common Stock reported on this Third Amendment in excess of its pecuniary interests, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Act or for any other purpose.

(b)

Percent of class:

KIS: 8.20%

KIS GP: 8.20%

Such percentages are based on a total of 25,389,260 shares of Common Stock, $0.01 par value, outstanding as of September 30, 2022, as reported by Issuer's management.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

 

KIS: 0

KIS GP: 0

(ii)

Shared power to vote or to direct the vote:

 

KIS: 2,081,458

KIS GP: 2,081,458

(iii)

Sole power to dispose or to direct the disposition of:

 

KIS: 0

KIS GP: 0

(iv)

Shared power to dispose or to direct the disposition of:

 

KIS: 2,081,458

KIS GP: 2,081,458

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Not applicable.

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

All securities reported on this Third Amendment are directly held by clients of KIS. The following client holds more than 5% of the class of securities:

 

Lincoln Benefit Life Company - 5.47%

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

Item 10.

Certification.

KUVARE INSURANCE SERVICES LP

By:

 /s/ Thomas J. Pasuit

Name:   Thomas J. Pasuit

Title:   Chief Legal Officer

KUVARE INSURANCE SERVICES LLC

By:

Name:   Dhiren Jhaveri

Title:   Chief Executive Officer