Nuveen Churchill BDC V 8-K

What Happened
Nuveen Churchill BDC V (the Fund) filed an 8-K reporting that on April 1, 2026 it entered into a Purchase and Sale Agreement to sell substantially all of its assets to affiliated Nuveen Churchill Private Capital Income Fund (PCAP). PCAP will pay cash equal to the Fund’s net asset value (NAV) as of a Determination Date (no earlier than 48 hours prior to closing). The boards of both funds approved the agreement, and a joint press release was issued on April 2, 2026.

Key Details

• Purchase price: cash equal to the Fund’s Closing NAV as of the Determination Date; PCAP will assume the Fund’s outstanding liabilities (including credit facility indebtedness and portfolio obligations).
• Timing and approvals: closing is anticipated in Q2 2026, is subject to Fund shareholder approval and other conditions, and the agreement can be terminated if not completed by May 31, 2026.
• Wind‑down: following closing, the Fund will cease investment operations and distribute cash and any remaining assets to shareholders as part of its liquidation/termination.
• Fee waiver: Churchill Asset Management LLC extended its prior waiver of 100% of incentive fees through the earlier of the closing or June 30, 2026 (amendment dated April 1, 2026).

Why It Matters
This is a transaction that effectively consolidates the Fund into an affiliated BDC and sets a path to wind down and liquidate the Fund—shareholders will be asked to approve the sale and, if approved, should expect a cash distribution equal to NAV after closing. The extension of the incentive-fee waiver reduces ongoing advisory fee drag for the Fund through the closing window. The deal is between affiliated entities managed by the same adviser, so investors should note the related-party nature and that customary closing conditions and trustee approvals apply.