Nuveen Churchill Private Capital Income Fund 8-K

What Happened
Nuveen Churchill Private Capital Income Fund (the “Fund”) announced on April 1, 2026 that it entered into a Purchase and Sale Agreement to acquire substantially all assets of affiliated Nuveen Churchill BDC V (“BDC V”). The Fund will pay cash consideration equal to BDC V’s net asset value (NAV) as of a Determination Date shortly before closing, and will assume BDC V’s outstanding liabilities (including amounts under BDC V’s credit facility). The boards of trustees of both the Fund and BDC V approved the agreement; a joint press release was issued on April 2, 2026.

Key Details

• Agreement date: Purchase and Sale Agreement dated April 1, 2026.
• Consideration: Cash equal to BDC V’s Closing NAV as of the Determination Date (calculated no earlier than 48 hours before closing).
• Liabilities assumed: Fund will assume BDC V’s outstanding liabilities, including indebtedness under BDC V’s credit facility and portfolio obligations.
• Timing & approvals: Closing anticipated in Q2 2026, subject to BDC V shareholder approval and customary closing conditions; either party may terminate if not completed by May 31, 2026.
• Post-close: BDC V will wind down, distribute proceeds to its shareholders, and cease investment operations following closing.
• Affiliations: Both entities are managed by related Churchill/Nuveen advisers; most trustees serve on both boards.

Why It Matters
This is a merger-like transaction between affiliated business development companies that will transfer BDC V’s assets and liabilities into the Fund for cash equal to BDC V’s NAV. For investors, the deal could materially change the Fund’s portfolio size, asset composition and leverage profile because the Fund is assuming BDC V’s liabilities (including credit facility debt). Completion depends on shareholder approval and other conditions, and BDC V shareholders will receive cash and any remaining assets after wind-down. The filing provides the transaction terms but not forward-looking impact or pro forma financials.