Nuveen Churchill BDC V 8-K

What Happened

• On May 1, 2026, Nuveen Churchill Private Capital Income Fund (PCAP) completed the previously announced acquisition of substantially all assets of Nuveen Churchill BDC V (the Fund) pursuant to a Purchase and Sale Agreement dated April 1, 2026.
• PCAP paid a Purchase Price of $346,954,197, equal to the Fund’s net asset value as of April 29, 2026. At the Effective Time PCAP received the Fund’s assets and assumed all liabilities, including $511,000,000 of indebtedness under the Fund’s credit facility.
• The transaction was approved by the Fund’s and PCAP’s boards (including all independent trustees) consistent with Rule 17a-8 under the 1940 Act, and by the Fund’s shareholders at a virtual meeting on April 30, 2026.

Key Details

• Purchase Price: $346,954,197 (equal to NAV as of 4/29/2026).
• Liabilities assumed: $511,000,000 outstanding under the Fund’s credit facility.
• PCAP financing: $337,313,101 borrowed under credit facilities with Bank of America and the Bank of Nova Scotia; $9,641,096 settled on a net basis.
• Shareholder vote (record date 4/1/2026): 13,479,560 shares voted FOR both (1) approval of the transaction and (2) authorization for the Fund Board to withdraw the Fund’s election to be regulated as a BDC under the 1940 Act (0 against, 0 abstain).

Why It Matters

• The Fund effectively transferred its portfolio and liabilities to an affiliated vehicle (PCAP) and received cash equal to its reported NAV, a material corporate reorganization completed with board and unanimous shareholder approval.
• Investors should note both the asset/liability transfer and the shareholder authorization to withdraw the Fund’s election to be regulated as a BDC—each are formal actions that change the Fund’s structure and regulatory status as reported in the 8-K.