Nuveen Churchill Funds Enter Purchase and Sale Agreement

Nuveen Churchill Private Capital Income Fund (PCAP) and Nuveen Churchill Private Credit Fund (NCPCF) entered into a purchase and sale agreement pursuant to which NCPCF will sell to PCAP substantially all of its assets, PCAP will assume NCPCF’s liabilities and, following the closing of the transaction, NCPCF will begin to wind down its investment operations. The transaction is subject to approval by NCPCF’s shareholders and other customary closing conditions. The boards of trustees of both PCAP and NCPCF have unanimously approved the purchase and sale agreement and the transaction contemplated thereby._x000D_
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“We are excited to announce the board approval of a strategic transaction in which PCAP will purchase the assets and liabilities of NCPCF, an affiliated BDC,” Kenneth J. Kencel, CEO of PCAP and NCPCF, said. “While PCAP’s investment strategy will remain unchanged, the combination will result in increased size, scale and diversification in order to continue delivering strong growth and long-term value for our shareholders.”_x000D_
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In exchange for cash consideration paid by PCAP equal to NCPCF’s net asset value as of a mutually agreed date, NCPCF will sell, transfer, assign, convey and deliver to PCAP all of its assets, other than those necessary for NCPCF to carry out its wind-down and liquidation. PCAP will also assume NCPCF’s liabilities, including all indebtedness outstanding under NCPCF’s credit facility and all obligations under the documents governing NCPCF’s portfolio assets. Following the transaction, NCPCF will cease its investment operations and distribute the cash consideration and its remaining assets, if any, to its shareholders._x000D_
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Closing of the transaction is currently anticipated to occur during Q4/24 and is subject to certain closing conditions, including requisite approval by NCPCF’s shareholders and other closing conditions set forth in the purchase and sale agreement.