8-K - Nuveen Churchill Private Capital Income Fund | StockGist

AI Analysis

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Nuveen Churchill Private Capital Income Fund will acquire substantially all assets and assume liabilities of Nuveen Churchill BDC V for cash equal to BDC V's net asset value, subject to shareholder approval and other closing conditions.

Key Takeaways

1Nuveen Churchill Private Capital Income Fund entered into a Purchase and Sale Agreement with Nuveen Churchill BDC V on April 1, 2026, to acquire substantially all of BDC V's assets and assume its liabilities.

2The transaction consideration is cash equal to BDC V's net asset value as of a mutually agreed Determination Date, with closing anticipated in the second quarter of 2026.

3Closing is subject to conditions including approval by BDC V's shareholders and other customary closing conditions, with a termination right if not completed by May 31, 2026.

4The transaction is expected to increase PCAP's scale and diversification, improve access to capital, create operational efficiencies, and allow for an efficient wind-down of BDC V.

5Both entities are externally managed by affiliates of Nuveen, LLC, and share overlapping trustees, with the transaction approved by their respective Boards of Trustees.

Current Report Details

Event Type

Material Agreement

Regulation Fd

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement Purchase and Sale Agreement On April 1, 2026, Nuveen Churchill Private Capital Income Fund, a Delaware statutory trus

Material Agreement

Source Document

7.01

of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Secur

Regulation Fd

9.01

Financial Statements and Exhibits (d) Exhibits. Exhibit No.: 10.1 | Description: Purchase and Sale Agreement, dated April 1, 2026, by and between Nuveen Churchi

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Substantially all assets of Nuveen Churchill BDC V
Consideration: Cash equal to BDC V's net asset value as of the Determination Date
Structure: Purchase of assets and assumption of liabilities

•Closing anticipated during the second quarter of 2026
•Subject to approval by BDC V's shareholders
•Subject to other closing conditions set forth in the Purchase Agreement
•Termination right if Transaction not completed by May 31, 2026

Material Agreement

Agreement: Purchase and Sale Agreement
Parties: Nuveen Churchill Private Capital Income Fund, Nuveen Churchill BDC V

•BDC V will sell substantially all of its assets to the Fund
•The Fund will assume BDC V's outstanding liabilities
•Total cash consideration equals BDC V's net asset value as of the Determination Date
•Closing is subject to approval by BDC V's shareholders and other closing conditions
•The Agreement may be terminated if the Transaction is not completed by May 31, 2026

Exhibits (3)

10.1

EX-10.1

8-K

99.1

EX-99.1