Nuveen Churchill Private Capital Income Fund 8-K/A

What Happened

• Nuveen Churchill Private Capital Income Fund announced it completed its previously disclosed acquisition of substantially all of the assets of Nuveen Churchill BDC V (BDC V) on May 1, 2026 under a Purchase and Sale Agreement dated April 1, 2026. The transaction was approved by the Fund and BDC V boards (including independent trustees) and by BDC V shareholders at a virtual meeting on April 30, 2026. Prior to BDC V’s May 12, 2026 filing of a Notification of Withdrawal of Election on Form N‑54C, the two entities were affiliated and shared adviser/sub‑adviser relationships controlled by Nuveen, LLC.

Key Details

• Purchase Price: $346,954,197 (equal to BDC V’s net asset value as of April 29, 2026).
• Financing: The Fund funded the purchase price with $337,313,101 of borrowings under credit facilities with Bank of America and Bank of Nova Scotia.
• Assumed liabilities: The Fund assumed all of BDC V’s liabilities, including $511,000,000 outstanding under BDC V’s credit facility.
• Corporate approvals: Transaction approved by both trusts’ boards (including independent trustees) and by BDC V shareholders on April 30, 2026.

Why It Matters

• The Fund materially expanded its asset base and balance sheet by acquiring BDC V’s portfolio while taking on significant debt ($511M). The purchase price was paid at BDC V’s NAV, and most of the cash consideration was financed through new borrowings, which may affect the Fund’s leverage and interest expense going forward. Investors should note the change in size, asset mix and leverage; the Fund also amended its Form 8‑K to include BDC V’s audited financial statements for the year ended December 31, 2025.